TCREUR_Public/140919.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

          Friday, September 19, 2014, Vol. 15, No. 186



UPM-KYMMENE OYJ: Fitch Withdraws 'BB' LT Issuer Default Rating


HOREX: Files For Insolvency in Germany Over Low Sales Figures


AVOCA CLO XII: Fitch Assigns 'B-sf' Rating to Class F Notes
BOHEMIAN FC: Valuation Shows Balance Sheet Was Insolvent in 2012
NEWHAVEN CLO: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
SETANTA INSURANCE: Taxpayers May Pay Claims Related to Collapse


FIAT SPA: DBRS Lowers Long-Term Ratings to 'BB(low)'


ENDO LUXEMBOURG: Moody's Puts 'Ba3' CFR on Review for Downgrade


CELF LOAN: S&P Lowers Rating on Class D Notes to 'B-(sf)'
GM FINANCIAL BV: Moody's Assigns (P)Ba1 Rating to Euro Term Note
LEOPARD CLO V: Moody's Affirms 'Caa3' Rating on Class F Notes


TEHNOLOGICA RADION: Bucharest Court Approves Insolvency Petition


ALCOA INC: Moody's Assigns 'Ba1' Rating to Sr. Unsecured Notes
ALCOA INC: Fitch Assigns 'BB+' Rating to US$1BB Senior Notes
ALCOA INC: S&P Rates US$1.25BB Mandatory Preferred Stock 'BB'
RUSSIAN STANDARD: S&P Cuts Loan Participation Notes Rating to BB-


T-2: Goes Bankrupt, Owes EUR90 Million in Unpaid Loans


SPANAIR SA: Ferran Soariano Fined Over 2012 Collapse
TELE PIZZA: Moody's Assigns 'B2' Corporate Family Rating

U N I T E D   K I N G D O M

BLUESTONE SERIES 2007-1: Fitch Lifts Rating on Cl. C Notes to BB-
FORDGATE COMMERCIAL: S&P Withdraws 'B-' Ratings on 2 Note Classes
GUILFEST: Goes Into Insolvency Anew
MICRO FOCUS: Moody's Assigns 'B1' Corporate Family Rating
MICRO FOCUS: S&P Assigns Prelim. 'BB-' CCR Over Attachmate Merger

PHONES 4U: Bondholders Propose Debt-for-Equity Swap
PHONES 4U: Creditors Urged to Create Group for Debt Talks
PHONES 4U: 800 Jobs Saved After Dixons Carphone Deal
PUNCH TAVERNS: Obtains Approval for Debt Restructuring Plan
RILEYS SPORTS BARS: In Administration With Loss of 124 Jobs

* R3 Says 16% of Yorkshire Hotels at Risk of Insolvency in August


* BOOK REVIEW: Risk, Uncertainty and Profit



UPM-KYMMENE OYJ: Fitch Withdraws 'BB' LT Issuer Default Rating
Fitch Ratings has affirmed and withdrawn UPM-Kymmene Oyj's Long-
term Issuer Default Rating (IDR) and senior unsecured rating at
'BB'. The Outlook is Stable.

The ratings are no longer considered by Fitch to be relevant to
the agency's coverage.


HOREX: Files For Insolvency in Germany Over Low Sales Figures
Florin Tibu at autoevolution, citing visordown, reports that
German motorcycle manufacturer Horex has just applied for
insolvency over the low sales figures.

autoevolution says the Horex brand, which was revived only a
short while ago, started to manufacture two basic models, the VR6
Roadster and the VR6 Classic, and was later joined by a special,
limited edition Cafe Racer 33 model. Back in the market in 2010,
Horex' efforts to deliver top-notch bikes with shorter waiting
time made it seem to appear that business was booming, but it
turns out that the sales were rather on the low side,
autoevolution relates.

autoevolution notes that judging by the price tags of similar
machines which are slotted as luxury products, Horex' machines
were fairly affordable, at least to people for whom spending
EUR25,000 (US$32,780) on a bike was not an eccentric move.
autoevolution says the news is even more surprising as Horex's
intriguing V6 engine was a potent 160hp unit and came with the
promise of quite a blasting on-road experience.

According to the report, sources said activity in the Horex's
facilities has not come to a halt, and motorcycles are still
being built and sold, and salaries paid.  Still, the company has
filed for insolvency with the Augsburg court, but there are hopes
that extra financing from new investors and an insolvency
administrator could make things work in the end, so the factories
are not closed down and people let go, autoevolution adds.


AVOCA CLO XII: Fitch Assigns 'B-sf' Rating to Class F Notes
Fitch Ratings has assigned Avoca CLO XII Limited notes final

EUR240 million class A: 'AAAsf'; Outlook Stable
EUR43 million class B: 'AA+sf'; Outlook Stable
EUR27 million class C: 'Asf'; Outlook Stable
EUR19 million class D: 'BBBsf'; Outlook Stable
EUR26 million class E: 'BBsf'; Outlook Stable
EUR13 million class F: 'B-sf'; Outlook Stable
EUR47 million subordinated notes: not rated

Avoca CLO XII Limited is an arbitrage cash flow collateralized
loan obligation (CLO).  Net proceeds from the issuance of the
notes are being used to purchase a EUR400 million portfolio of
European leveraged loans.  The portfolio is managed by Avoca
Capital Holdings, recently absorbed into KKR and Co L.P
(A/Stable).  The transaction features a four-year reinvestment


'B'/'B-' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors to be in
the 'B'/'B-' range and has credit opinions on 100% of the
identified portfolio.  The Fitch-weighted average rating factor
(WARF) of the initial portfolio is 31.4, compared with the
covenanted maximum for assigning the final ratings of 33.  The
asset manager is allowed to purchase loans only.  Bonds purchases
are prohibited by the eligibility criteria.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured loans.
Recovery prospects for these assets are typically more favorable
than for second-lien, unsecured, and mezzanine assets.  Fitch has
assigned Recovery Ratings (RR) to all of the assets in the
identified portfolio.

Payment Frequency Switch

The notes pay quarterly, while the portfolio assets can reset to
semi-annual.  The transaction has an interest-smoothing account,
but no liquidity facility.  A liquidity stress for the non-
deferrable classes A and B, stemming from a large proportion of
assets resetting to semi-annual in any one quarter, is addressed
by switching the payment frequency on the notes to semi-annual,
subject to certain conditions.

Low Weighted Average Spread

The investment manager has indicated the expected minimum
weighted average spread (WAS) test will be 3.75% as of the
closing date. This WAS is one of the lowest among all CLOs 2.0
rated by Fitch to date.

Limited Interest Rate Risk

Fixed-rate assets cannot exceed 2.5% of the portfolio, while all
liabilities are floating-rate.  Consequently, the impact of
unhedged interest rate risk caused by the exposure to these
assets is limited.

Documentation Amendments

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

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

Rating Sensitivities

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

BOHEMIAN FC: Valuation Shows Balance Sheet Was Insolvent in 2012
---------------------------------------------------------------- reports that Bohemian FC's balance sheet was insolvent
in 2012, following a valuation of home ground Dalymount Park.

The net deficit in the balance sheet was just over EUR2 million
at that point, but the accounts said the club's banker, Zurich,
was aware of the situation, relates.

According to, a spokesperson said a current valuation
of the club's grounds would come out higher than the 2012 figure
of EUR4 million to EUR4.5 million.

The spokesperson said a recent sale in the area managed to
attract around EUR6 million and estimated that the club was
operating on one-fifth of the budget that it had been operating
on five years ago, relays.

"We are now hitting the targets that we set of breaking even," he

The club won the Premier League in 2009, but missed out in 2010,
which had a negative impact on the number of people through the
gates, the report notes.

Bohemian FC, commonly known as Bohemians, is a professional
football club based in Dublin, Ireland.

NEWHAVEN CLO: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
Fitch Ratings has assigned Newhaven CLO Limited's notes expected
ratings, as follows:

Class A1: 'AAA(EXP)sf'; Outlook Stable
Class A2: 'AAA(EXP)sf'; Outlook Stable
Class B1: 'AA+(EXP)sf'; Outlook Stable
Class B2: 'AA+(EXP)sf'; Outlook Stable
Class C: 'A+(EXP)sf'; Outlook Stable
Class D: 'BBB+(EXP)sf'; Outlook Stable
Class E: 'BB(EXP)sf'; Outlook Stable
Class F: 'B-(EXP)sf'; Outlook Stable
Subordinated notes: not rated

The assignment of the final ratings is contingent on the receipt
of final documents conforming to information already reviewed.
Newhaven CLO Limited is an arbitrage cash flow collateralized
loan obligation (CLO).

Key Rating Drivers

'B'/'B-' Portfolio Credit Quality

Fitch expects the average credit quality of obligors to be in the
'B'/'B-' range.  Fitch has credit opinions on 100% of the
identified portfolio.  The covenanted maximum Fitch weighted
average rating factor for assigning the expected ratings is 33.

High Recovery Expectations

At least 90% of the portfolio will comprise senior secured
obligations.  Recovery prospects for these assets are typically
more favorable than for second-lien, unsecured, and mezzanine
assets.  Fitch has assigned Recovery Ratings to all of the assets
in the identified portfolio.

Maturity Extension Risk

The deal deviates from other European CLOs as the collateral
manager has the discretion to vote in favor of maturity
extensions up to a cumulative limit of 25% of the initial target
par balance, with the caveat that the extended maturity is no
later than 18 months before the maturity of the notes.

Fitch believes that limiting the extended maturity to 18 months
before the maturity of the notes would prevent the introduction
of long-dated assets in the portfolio, therefore exposing the
transaction to market value risk.  Fitch also got comfort from
the fact that the asset manager will only be allowed to vote in
favor of an amendment to avoid distressed situations in the
manager's judgment, caused by limited access to refinancing by
the obligors in the portfolio.

Fitch run a sensitivity analysis assuming an increased weighted
average life (WAL) of 8.5 years from the covenanted 8 years WAL,
assuming a 25% maturity amendment of 2 years on average.  Fitch
considered the resulting impact on the ratings immaterial.

Exposure to Unhedged Non-Euro-Denominated Assets

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

Transaction Summary

Net proceeds from the note issue will be used to purchase a
EUR300m portfolio of mostly European leveraged loans and bonds.
The portfolio will be managed by Sankaty Advisors Limited.  The
transaction will have a four year re-investment period scheduled
to end in 2018.

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

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

Rating Sensitivities

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

SETANTA INSURANCE: Taxpayers May Pay Claims Related to Collapse
Eoin Burke-Kennedy at The Irish Times reports that taxpayers may
end up footing the bill for third-party claims related to the
collapse of Setanta Insurance.

The company went into liquidation in April leaving 75,000 motor
policyholders in Ireland with no cover, The Irish Times recounts.

The company had been selling mainly commercial motor insurance
through brokers and was known as a low-cost operator, The Irish
Times notes.

Initially, Minister for Finance Michael Noonan signaled that the
industry-funded Motor Insurance Bureau of Ireland (MIBI) would
cover all outstanding third-party claims emanating from the
collapse, The Irish Times relates.

However, on foot of legal advice, the department has informed the
Oireachtas Finance Committee that the MIBI would not now be
playing a role in compensating claimants due awards under Setanta
policies, The Irish Times discloses.

In April, the Maltese Financial Services Authority appointed
liquidator Paul Mercieca to administer the company's assets and
liabilities, The Irish Times relays.

It is unclear at this stage how much the outstanding third-party
claims left in the wake of Setanta's collapse will amount to as
many are still being processed, The Irish Times states.

The ICF, which is administered by the High Court, can pay out up
to 65% of the sum due to the policyholder, or EUR825,000,
whichever is lower, The Irish Times says.

Setanta Insurance was a Maltese-registered insurer.  It provided
private and commercial motor insurance policies to Irish
consumers and sold exclusively through 230 brokers.


FIAT SPA: DBRS Lowers Long-Term Ratings to 'BB(low)'
DBRS Inc., on Sept. 15, 2014, downgraded the long-term ratings of
Fiat S.p.A. to BB (low) from BB. Concurrently, pursuant to DBRS's
methodology "Recovery Ratings for Non-Investment Grade Corporate
Issuers," the instrument rating of Fiat's Senior Unsecured Debt
is also herein downgraded to BB (low), in line with the assessed
recovery rating of RR4.  The BB (low) Senior Unsecured debt
rating of Fiat Finance Canada Ltd. recognizes the unconditional
guarantee of the Company.  The ratings downgrade incorporates the
ongoing deterioration of Fiat's financial profile amid lacklustre
financial performance, exacerbated by outlays associated with the
Company's purchase of the remaining 41.5% ownership interest in
Chrysler Group LLC (Chrysler) from the UAW Voluntary Employee
Beneficiary Association Trust (VEBA Trust).  As a result, Fiat's
credit metrics have migrated to levels below those commensurate
with the former ratings.  Moreover, while the Company's 100%
acquisition of Chrysler is generally viewed positively by DBRS,
DBRS notes that planned financial outlays associated with Fiat's
five-year business plan (that extends through year-end 2018) are
expected to effectively preclude any meaningful improvement in
the financial profile until 2016; any underperformance vis-a-vis
the business plan could potentially delay such improvement even
further and possibly lead to an additional increase in the
Company's industrial indebtedness, although DBRS anticipates that
any subsequent cash burn would prove moderate.  The trend on the
ratings is Stable, as DBRS's view of Fiat's business profile
(analyzed on a combined basis) is somewhat more favorable while
also noting that the Company's liquidity position at this point
(despite the weak financial metrics) remains sound.

In January 2014, Fiat reached an agreement with the VEBA Trust to
purchase the remaining 41.5% ownership interest in Chrysler.
Total consideration for the acquisition amounted to US$3.65
billion, consisting of: US$1.75 billion in cash paid by Fiat plus
US$1.9 billion paid by Chrysler (by way of a special dividend).
In addition, Chrysler is also to contribute an additional US$700
million to the VEBA Trust in four annual installments of US$175
million; (the first of which being already paid).  (In line with
these contributions, the UAW has in turn agreed to continue its
support of Chrysler's industrial operations, as well as the
further implementation of the Fiat-Chrysler alliance across
Chrysler's various manufacturing sites.)

As to the merger of Fiat into its 100%-controlled Dutch company,
Fiat Investments N.V., which, after the merger will be renamed
Fiat-Chrysler Automobiles N.V., shareholders' approvals were
obtained in early August; moreover, it was recently announced by
Fiat that payments to be made to dissenting shareholders will
total less than the EUR 500 million limit previously set by the
Company as a cap to the total amount payable to shareholders
exercising cash exit rights and to creditors exercising
opposition rights in respect of the merger.  The listing of Fiat-
Chrysler Automobiles N.V. on the NYSE is currently expected for
October 2014.

Notwithstanding, DBRS notes that Fiat and Chrysler continue to
manage financial matters on an independent (though coordinated)
basis as per the documentation of the companies' existing
financings, although Fiat nonetheless has access to a limited
amount of Chrysler's cash by way of dividends (in addition to
inter-company loans that could be entered into on an arm's length

In any event, the acquisition of the residual stake of Chrysler
has further adversely impacted the financial profile of the
Company, both on a combined level as well as on a stand-alone
(i.e., excluding-Chrysler) basis.  As of June 30, 2014, the
balance sheet leverage (i.e. gross debt-to-total capitalization)
of the industrial operations of the combined Company and stand-
alone Fiat amounted to 74% and 65% respectively, both of which
represent aggressive levels (relative to even the newly assigned
ratings).  Moreover, income- and cash flow based coverage
measures are also rather lackluster, primarily reflecting
challenging conditions across some of (stand-alone) Fiat's key-
end markets, notably Europe and also more recently Latin America
(primarily Brazil); the financial results of the latter being
further undermined by substantial investments associated with the
ongoing construction of the forthcoming Pernambuco assembly

Moreover, Fiat's five-year business plan, which covers the
timeframe from 2014 through year-end 2018, outlines what DBRS
deems as somewhat aggressive growth plans, (e.g., aggregate
annual unit sales increasing from roughly 4.4 million units in
2013 to approximately seven million units (including joint
ventures) in 2018), with Jeep targeted to more than double its
annual sales in this timeframe and Alfa Romeo projected to attain
global annual sales of approximately 350 thousand units (from
current annual volumes of roughly 100 thousand units).
Additionally, planned investments of the Company through this
time period are substantial as aggregate capital expenditures are
projected by DBRS to range from 45 billion to 50 billion, with
the majority of such investments being allotted in the earlier
years (i.e., 2014 to 2016) of the business plan.

Amid ongoing headwinds across certain markets, Fiat's
earnings/cash generation over the next three years (i.e., through
year-end 2016) are not anticipated by the Company to be at
sufficient levels to enable a meaningful reduction in industrial
indebtedness, with the likely sustained weak financial profile
leading to the ratings downgrade.  DBRS notes that the ratings at
this point are effectively constrained by the weak financial
profile of the Company, as DBRS has a more positive view of
Fiat's business profile, which is analyzed on a combined basis.
The business profile could be subject to material additional
improvement in the event that Fiat were to essentially meet the
targets outlined in its current five-year plan, although as noted
previously some of the stated objectives are considered by DBRS
to be somewhat aggressive.

The Stable trend of the ratings incorporates DBRS's assumption
that Fiat's earnings performance over the near-term is likely to
remain essentially flat vis-. . .-vis recent levels.  While the
Company may continue to generate negative free cash flow, such
cash burn would likely prove moderate.  Furthermore, DBRS notes
that Fiat's liquidity position on a stand-alone basis remains
quite sound, with total liquidity of the industrial operations as
of June 30, 2014, amounting to 10.8 billion, (consisting of 8.7
billion in cash balances and 2.1 billion in available (undrawn)
committed credit lines).  DBRS also notes that Chrysler's
liquidity position is reasonably solid and would currently
represent additional liquidity, with such being considerably
bolstered upon the removal of Chrysler's ring-fencing.


ENDO LUXEMBOURG: Moody's Puts 'Ba3' CFR on Review for Downgrade
Moody's Investors Service placed the ratings of Endo Luxembourg
Finance I Company S.a.r.l. and related entities under review for
downgrade, including the Ba3 Corporate Family Rating, the Ba3-PD
Probability of Default Rating, the Ba1 senior secured rating and
the B1 senior unsecured rating. These rating actions follow the
disclosure that Endo has offered to buy Auxilium Pharmaceuticals,
Inc. for approximately $2.2 billion in cash and stock. The SGL-2
Speculative Grade Liquidity Rating is affirmed.

Endo's proposal is subject to the completion of its due diligence
review and the negotiation of mutually acceptable definitive
transaction agreements containing customary closing conditions.

On Review for Downgrade:

Issuer: Endo Finance Co.

  Senior Unsecured Regular Bond/Debenture (Local Currency),
  Placed on Review for Downgrade, currently B1(LGD5)

Issuer: Endo Finance LLC

  Senior Unsecured Regular Bond/Debenture (Local Currency),
  Placed on Review for Downgrade, currently B1(LGD5)

Issuer: Endo Luxembourg Finance I Company S.....r.l.

  Probability of Default Rating, Placed on Review for Downgrade,
  currently Ba3-PD

  Corporate Family Rating, Placed on Review for Downgrade,
  currently Ba3

  Senior Secured Bank Credit Facility (Foreign Currency), Placed
  on Review for Downgrade, currently Ba1(LGD2)

Outlook Actions:

Issuer: Endo Finance Co.

  Outlook, Changed To Rating Under Review From Negative

Issuer: Endo Finance LLC

  Outlook, Changed To Rating Under Review From Negative

Issuer: Endo Luxembourg Finance I Company S.....r.l.

  Outlook, Changed To Rating Under Review From Negative


Issuer: Endo Luxembourg Finance I Company S.....r.l.

  Speculative Grade Liquidity Rating, Affirmed SGL-2

"The review is prompted by concerns that Endo's financial
leverage will increase with limited near-term EBITDA benefit,
given pressures facing Auxilium's business profile,
notwithstanding recent cost cutting initiatives," stated Michael
Levesque, Moody's Senior Vice President. Auxilium is currently
rated B3 (Corporate Family Rating).

"The review also reflects Endo's very rapid pace of acquisitions
and debt increases," continued Levesque.

Moody's review will depend on whether or not a successful merger
agreement with Auxilium is reached, and under this scenario the
rating review will focus on the strategic benefits of the merger
offset by higher financial leverage. The review will also
consider Endo's rapid acquisition strategy, the impact of
declining Lidoderm sales, and the ongoing cash outflows
associated with mesh litigationm. Both Endo and Auxilium derive
revenue from testosterone gel products, which are undergoing
market contraction and potential new FDA warnings.

Ratings Rationale

Endo's Ba3 rating reflects its modest size and scale relative to
larger pharmaceutical peers, partially offset by the company's
solid market positioning as a niche player in the pain and
urology markets and by its revenue diversity across branded
drugs, generic drugs and medical devices. Endo's expertise in
pain drugs and its good compliance with US Drug Enforcement
Agency (DEA) regulations act as high barriers to entry, also a
credit strength. The company faces a significant challenge
reviving top-line growth because of generic pressures affecting
two branded franchises (Lidoderm and Opana ER) and softness in
medical procedure volumes. Amidst these pressures, Endo is
undergoing cost reduction initiatives and an acquisition strategy
focused on specialty pharmaceutical companies. Moody's estimates
pro forma debt/EBITDA of 3.5 times as of June 30, 2014 prior to
an acquisition of Auxilium but including annualization of EBITDA
from recently acquired companies.

The principal methodology used in these ratings was Global
Pharmaceutical Industry published in December 2012. 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 Luxembourg, Endo Luxembourg Finance I Company
S.a.r.l. is a subsidiary of Endo International plc, which is
headquartered in Dublin, Ireland. Endo is a specialty healthcare
company offering branded and generic pharmaceuticals and medical
devices. Including the predecessor company Endo Health Solutions,
Inc., net revenues for the 12 months ended June 30, 2014 were
approximately $2.6 billion.


CELF LOAN: S&P Lowers Rating on Class D Notes to 'B-(sf)'
Standard & Poor's Ratings Services took various credit rating
actions in CELF Loan Partners B.V.

Specifically, S&P has:

   -- Raised to 'AAA (sf)' from 'AA+ (sf)' its rating on the
      class A notes, and to 'AAA (sf)' from 'A+ (sf)' its ratings
      on the class B notes;

   -- Affirmed its 'BB+ (sf)' ratings on the class C-1 and C-2
      notes; and

   -- Lowered to 'B- (sf)' from 'B+ (sf)' its rating on the class
      D notes.

The rating actions follow S&P's assessment of the transaction's
performance using data from the Aug. 8, 2014 trustee report.

"We subjected the capital structure to a cash flow analysis to
determine the break-even default rate (BDR) for each rated class
at each rating level.  The BDR represents our estimate of the
maximum level of gross defaults, based on our stress assumptions,
that a tranche can withstand and still fully repay the
noteholders.  In our analysis, we used the portfolio balance that
we consider to be performing (EUR153,436,672), the current and
covenanted weighted-average spread (3.95% and 3.05%,
respectively), and the weighted-average recovery rates calculated
in line with our corporate collateralized debt obligation (CDO)
criteria.  We applied various cash flow stresses, using our
standard default patterns, in conjunction with different interest
rate stress scenarios," S&P said.

Since S&P's previous review on July 18, 2012, the aggregate
collateral balance has decreased by 60.3% to EUR153.4 million
from EUR386.7 million.

S&P has observed that EUR225.86 million of the class A notes have
paid down since its previous review.  In S&P's view, this has
increased the available credit enhancement for all rated classes
of notes.  S&P has also noted that weighted-average spread and
weighted-average recoveries have increased since its previous

Non-euro-denominated assets comprise 5.98% of the aggregate
collateral balance.  A cross-currency swap agreement hedges these
assets.  In S&P's cash flow analysis, it considered scenarios
where the hedging counterparty does not perform, and where the
transaction is therefore exposed to changes in currency rates.

"We have also applied our non-sovereign ratings criteria.  We
have considered the transaction's exposure to sovereign risk
because some of the portfolio's assets -- 11.79% of the
transaction's total collateral balance -- are based in Spain and
Italy.  In 'AAA' and 'AA+' rating scenarios, we have limited
credit to 10% of the transaction's collateral balance, to
correspond to assets based in these sovereigns in our calculation
of the aggregate collateral balance," S&P added.

Taking into account the results of S&P's credit and cash flow
analysis and the application of its current counterparty and
nonsovereign ratings criteria, S&P considers that the available
credit enhancement for the class A and B notes is commensurate
with higher ratings than previously assigned.  We have therefore
raised to 'AAA (sf)' from 'AA+ (sf)' our rating on the class A
notes, and to 'AAA (sf)' from 'A+ (sf)' our ratings on the class
B notes," S&P noted.

S&P has affirmed its 'BB+ (sf)' ratings on the class C-1 and C-2
notes because its analysis indicates that the available credit
enhancement for these notes is commensurate with the currently
assigned rating.

S&P's rating on the class D notes is constrained by the
application of the largest obligor default test, a supplemental
stress test that S&P introduced in its corporate CDO criteria.
S&P has therefore lowered to 'B- (sf)' from 'B+ (sf)' its rating
on the class D notes.

CELF Loan Partners is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms.  The transaction is managed by
CELF Advisors LLP.


Class             Rating
            To                 From

CELF Loan Partners B.V.
EUR450 Million Floating- and Fixed-Rate Notes

Ratings Raised

A           AAA (sf)       AA+ (sf)
B-1         AAA (sf)        A+ (sf)

Rating Affirmed

C-1         BB+ (sf)
C-1         BB+ (sf)

Rating Lowered

D           B- (sf)         B+ (sf)

GM FINANCIAL BV: Moody's Assigns (P)Ba1 Rating to Euro Term Note
Moody's Investors Service assigned a (P)Ba1 rating to the Euro
Medium Term Note Programme of General Motors Financial Company,
Inc. ("GMF") and General Motors Financial International B.V.
("GMFI"). The rating outlook is stable.

Ratings Rationale

GMF's Euro Medium Term Notes will be issued from either GMF which
has a Corporate Family Rating of Ba1 or GMFI which will receive
explicit and implicit support from GMF. Issued debt from the Euro
Medium Term Note Programme will be pari-passu with other senior
unsecured debt that is issued by GMF.

GMF's Ba1 Corporate Family Rating incorporates two notches of
uplift from its ba3 Baseline Credit Assessment due to ownership
and support of General Motors Company which has a senior
unsecured rating of Ba1. GMF entered into a support agreement
with GM on September 4th that provides increased support to GMF's
credit profile and is further evidence of increased integration
of the captive finance company and the manufacturing company, an
ongoing process since GM's acquisition of GMF in October 2010.

The rating of the Euro Medium Term Note Programme could be
upgraded if GMF's ratings are upgraded. GMF's ratings could be
upgraded based upon an upgrade of GM. GMF could improve its ba3
BCA if it continues to evolve its funding mix to materially
reduce its reliance on secured debt, thereby decreasing
encumbered asset levels, and if its level of earning assets and
origination volumes continue to evolve towards a heavier
concentration in GM captive businesses.

Downward ratings pressure could result if GM's ratings are
downgraded, if there is evidence of removal of GM financial
support, if the strength of the support agreement between GM and
GMF weakens, and/or if a large rating gap between GMF's BCA and
GM's rating occurs. Downward movement in GMF's ba3 BCA could
occur if asset quality, liquidity measures or capital materially

GMF, a wholly owned subsidiary of GM, provides global auto
finance solutions through auto dealers across North America,
Europe and Latin America. The company, which reported total
assets of $42.4 billion as of June 30, 2014, is headquartered in
Fort Worth, Texas.

The principal methodology used in these ratings was Finance
Company Global Rating Methodology published in March 2012.

LEOPARD CLO V: Moody's Affirms 'Caa3' Rating on Class F Notes
Moody's Investors Service announced that it has taken the
following rating actions on the following classes of notes issued
by Leopard CLO V B.V.:

EUR168 million (current balance EUR86.2M) Class A Senior Secured
Floating Rate Notes due 2023, Affirmed Aaa (sf); previously on
Jan 17, 2014 Upgraded to Aaa (sf)

EUR100 million (current balance EUR32.4M) Multicurrency Senior
Secured Floating Rate Variable Funding Notes due 2023, Affirmed
Aaa (sf); previously on Jan 17, 2014 Upgraded to Aaa (sf)

EUR28 million Class B Secured Deferrable Floating Rate Notes due
2023, Upgraded to Aa1 (sf); previously on Jan 17, 2014 Upgraded
to A1 (sf)

EUR13 million Class C-1 Secured Deferrable Floating Rate Notes
due 2023, Upgraded to A2 (sf); previously on Jan 17, 2014
Upgraded to Baa1 (sf)

EUR7 million Class C-2 Secured Deferrable Fixed Rate Notes due
2023, Upgraded to A2 (sf); previously on Jan 17, 2014 Upgraded
to Baa1 (sf)

EUR26 million Class D Secured Deferrable Floating Rate Notes due
2023, Affirmed Ba2 (sf); previously on Jan 17, 2014 Affirmed Ba2

EUR13 million Class E-1 Secured Deferrable Floating Rate Notes
due 2023, Affirmed B3 (sf); previously on Jan 17, 2014
Downgraded to B3 (sf)

EUR3 million Class E-2 Secured Deferrable Fixed Rate Notes due
2023, Affirmed B3 (sf); previously on Jan 17, 2014 Downgraded to
B3 (sf)

EUR7 million Class F Secured Deferrable Floating Rate Notes due
2023, Affirmed Caa3 (sf); previously on Jan 17, 2014 Affirmed
Caa3 (sf)

EUR5 million (current balance EUR3.6M) Class K Combination Notes
due 2023, Upgraded to A2 (sf); previously on Jan 17, 2014
Upgraded to Baa1 (sf)

EUR10 million (current balance EUR6.4M) Class T Combination
Notes due 2023, Affirmed Ba2 (sf); previously on Jan 17, 2014
Affirmed Ba2 (sf)

EUR5 million (current balance EUR3.7M) Class W Combination Notes
due 2023, Upgraded to Baa3 (sf); previously on Jan 17, 2014
Affirmed Ba1 (sf)

Leopard CLO V B.V., issued in May 2007, is a multi currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield senior secured European loans managed by M&G
Investment management Limited. This transaction passed its
reinvestment period in July 2013.

Ratings Rationale

According to Moody's, the upgrade of Classes B, C-1 and C-2 notes
is primarily a result of the continued amortization of the
portfolio and subsequent increase in the collateralization ratios
since the last rating action which was based on November 2013
data. Moody's notes that as of July 2014, the reported performing
pool and principal proceeds have reduced by EUR38.5 million
(12.4%) since November 2013, leading to an increase in the
overcollateralization ratios (or "OC ratios") of the senior
notes. As per the trustee report dated July 2014,the Class A
(Senior), Class B, and Class C OC ratios are reported at 147.14%,
127.76%, and 116.78% compared to November 2013 levels of 135.13%,
120.53%, and 111.89% respectively. These OC ratios based on the
July 2014 report do not take into account payments made from
available principal proceeds on the July 2014 payment date.
Reported WARF has worsened from 2793 to 2908 between November
2013 and July 2014; the diversity score has reduced from 38 to
32, and exposure to Caa assets has reduced from 8.4% of
performing par to 6.6% during the same period. The OC ratios for
Classes E-1, E-2 and F remain below 100%.

The ratings of the three Combination Notes address the repayment
of the Rated Balance on or before the legal final maturity. For
Class W, Class K and Class T, the 'Rated Balance' is equal at any
time to the principal amount of the Combination Note on the Issue
Date minus the aggregate of all payments made from the Issue Date
to such date, either through interest or principal payments. The
current Rated Balance of Class W, Class K and Class T is
approximately EUR3.7 million, EUR3.6 million and EUR6.4 million
respectively. The Rated Balance may 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) an EUR pool with performing par and principal proceeds
balance of EUR222.18 million, and defaulted par of EUR5.32
million, (b) a GBP pool with performing par and principal
proceeds of GBP38.94 million, and defaulted par of GBP0.45
million, a weighted average default probability of 19.0%
(consistent with a WARF of 2799 over a weighted average life of
4.1 years), a weighted average recovery rate upon default of
48.43% for a Aaa liability target rating, a diversity score of 31
and a weighted average spread of 4.02%.

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 95.5% 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.

Moody's notes the August trustee report has recently been issued.
Key portfolio metrics such as reported diversity score and
weighted average spread are materially unchanged from July 2014
data. There are two addition defaults of EUR6.3 million reported
by the trustee which have been incorporated into Moody's

Methodology Underlying the Rating Action:

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

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

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed lower credit quality in the portfolio to
address refinancing risk. Loans to European corporates rated B3
or lower and maturing between 2014 and 2015 make up approximately
1.2% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 2877
by forcing ratings on 50% of the refinancing exposures to Ca; the
model generated outputs that were within one notch of the base-
case results.

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

Additional uncertainty about performance is due to the following:

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

2) Around 21.1% 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.


TEHNOLOGICA RADION: Bucharest Court Approves Insolvency Petition
Romania-Insider reports that the Bucharest court has recently
approved the insolvency request for Radion, whose owner,
Theodor Berna, is currently under preventive arrest for tax
evasion and money laundry.

The company had a turnover of EUR80.7 million in 2013, and a net
profit of EUR876,000, Romania-Insider discloses.  However, it
amassed some EUR86 million in debts, while its due receivables
were of EUR57 million, Romania-Insider notes.

Prosecutors recently froze Tehnologica Radion's accounts and
goods, as the company is also part of the trial which involves
its owner, Romania-Insider states.  Mr. Berna is believed to have
caused EUR100 million in prejudices, Romania-Insider says.

Tehnologica is a Romanian construction company.  It has some
2,000 employees.


ALCOA INC: Moody's Assigns 'Ba1' Rating to Sr. Unsecured Notes
Moody's Investors Service assigned a Ba1 rating to the senior
unsecured notes issued by Alcoa Inc.  The notes are issued under
the company's shelf registration rated (P)Ba1 for senior
unsecured debt. All other ratings remain unchanged including the
company's Speculative Grade Liquidity Rating of SGL-1. Proceeds,
together with proceeds from the Mandatory Convertible Preferred
Stock issue, will be used to finance the $2.85 billion
acquisition of Firth Rixson from Oak Hill Capital Partners III,
L.P. and Oak Hill Capital Management Partners III, L.P. The
transaction also has a potential $150 million earn-out through
December 31, 2020 based upon financial performance at Firth
Rixson's Savannah, Georgia facility. Closing remains subject to
customary conditions and regulatory approvals. The rating outlook
is stable.

Although this releveraging could somewhat slow the pace of metric
improvement in the short-term, the acquisition is of strategic
benefit in that it expands Alcoa's suite of products to the
aerospace industry, which is experiencing good order rates and
backlogs, and increases the percentage of value added earnings
over the medium to longer term. Alcoa indicates that the
acquisition will contribute revenues and EBITDA in 2016 of $1.6
billion and $350 million respectively. Consequently, Moody's
assume that the EBITDA contribution will be more modest prior to
2016 and that key metrics such as debt/EBITDA and EBIT/interest
will only slowly improve from current levels (3.8x and 2.2x
respectively as of June 30, 2014). However, should the recent run
up in aluminum prices on the LME be sustained and not result a
material restart of idled capacity, particularly in China, and
premiums hold at or relatively within current levels, Alcoa's
earnings generation could improve at a higher rate than currently


Issuer: Alcoa Inc.

Senior Unsecured Regular Bond/Debenture (Local Currency),
Assigned Ba1, LGD4

Ratings Rationale

Alcoa's Ba1 corporate family rating considers the company's
position as one of the largest integrated aluminum producers
globally, holding a commanding and competitive position in the
alumina industry, a leading position as a provider of primary
aluminum, and as well as a leading provider of products in a wide
variety of markets served by its midstream Global Rolled Products
(GRP) and downstream Engineered Products and Solutions (EPS)
segments. Factored into the rating is the focus the company
continues to maintain on cost reduction and cost control, as well
as working capital management and productivity improvements,
particularly in the smelting system. While there has been
meaningful smelter capacity curtailments in the industry and
demand fundamentals are showing signs of improvement,
particularly in the US with the shift of producers such as Alcoa
and Novelis to the production of automotive sheet from can sheet
and consequently diminished supply available to the can sheet and
other markets, there remains a significant amount of lower cost
capacity targeted to come on stream for a likely net increase in
capacity over the next several years. In addition, inventory
levels on the LME remain relatively high, although recently
showing signs of declining, and the rate of metal coming into the
market from financing transactions not being rolled over could
impact the aluminum price if not done in an orderly fashion.
These factors are incorporated in the rating.

Although the transaction involves a moderate releveraging of the
company, the Ba1 CFR rating has cushion to support an increase in
debt given the reduction in debt (on both an unadjusted and
adjusted basis) over the last several years and improving
earnings trend. Moody's expectation is that, pro-forma for the
acquisition, leverage, as measured by the debt/EBITDA ratio will
continue to be no more than roughly 4x. Moody's have assumed no
synergies (company indicates savings of approximately $100
million by the fifth year following the acquisition) at this
point but believe that such are likely given Alcoa's broad
procurement platform and cost discipline. However, in the short-
term there are likely to be elevated costs associated with the

Firth Rixson manufactures highly engineered rings, forgings and
specialty metal products, serving primarily the aerospace engine
manufacturers. The company also manufactures forged metal
products for power generation, oil and gas, and other industries.
Given the business focus of Firth Rixson, the acquisition remains
in line with Alcoa's strategic objectives to increase the value
added component of its business activities. Additionally, the
transaction enhances the breadth of Alcoa's product offerings to
the aerospace industry, where the company is already well
positioned, particularly in the jet engine component segment. The
acquisition also strengthens the company's position in nickel and
titanium alloys. Upon completion of the acquisition, the value
added contribution from Alcoa's aerospace business will increase
to roughly 35% as per indications from the company. The aerospace
industry continues to report significant backlogs and has strong
growth opportunity going forward. Firth Rixson had $1.0 billion
in revenues in 2013.

Although Moody's expects cost creep in various input costs and
volatility in energy and other costs, a significant portion of
savings achieved in recent years, particularly in the smelting
system, is believed sustainable, better positioning the company
for improvement in earnings and cash flow generation over the
medium to longer term. The company continues to focus on
productivity improvements and cost savings and through the first
half of 2014 achieved $566 million in productivity gains against
its annual target of $850 million. While the rating incorporates
Alcoa's focus on increasing the level of value added revenues
from its GRP and EPS segments and the strengthening contribution
from these segments, it also considers that the upstream
businesses need sustained improved volumes, continued success in
moving down the cost curve, and sustained higher aluminum prices
to achieve a material and sustainable strengthening in
consolidated performance and stronger metrics.

An additional consideration in the rating is the fact that Alcoa
fully consolidates the Alcoa World Alumina and Chemicals (AWAC)
joint venture (encompasses bauxite and alumina assets) but only
holds a 60% interest.

Alcoa's solid liquidity, including its $1.18 billion cash
position at June 30, 2014 and manageable near-term debt
maturities are also important considerations in the rating.

The principal methodology used in this rating was Global Mining
Industry published in August 2014. 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 New York City, New York, Alcoa is a leading
global integrated aluminum producer active in all major aspects
of the industry, including the mining of bauxite, refining into
alumina, smelting and recycling. Through its Global Rolled
Products and Engineered Products and Solutions segments, the
company provides value added products to a diversity of end
markets. Revenues for the twelve months through June 30, 2014
were approximately $22.6 billion.

ALCOA INC: Fitch Assigns 'BB+' Rating to US$1BB Senior Notes
Fitch Ratings has assigned a 'BB+' rating to Alcoa Inc.'s
issuance of approximately US$1 billion in senior notes due 2024.
The Rating Outlook is Stable.


Alcoa is issuing senior notes to help fund its upcoming
acquisition of Firth Rixson for a total of US$2.85 billion.
Earlier this week, Alcoa issued US$1.25 billion in mandatory
convertible preferred stock to help finance the acquisition which
is expected to close sometime in the fourth quarter.


Alcoa's ratings reflect its leading position in the aluminum
industry, its strength in low-cost alumina production, the
operating flexibility afforded by the scope of its operations and
its moderately levered financial profile.  Alcoa was ranked as
the third largest primary aluminum producer in 2013.  Its
aluminum production is about average cost and its alumina
production is in the low second quartile.  Profitability has been
hampered by global oversupply in aluminum in the upstream segment
of the business which has weighed on net income and cash flow
generation over the last few years.

On the downstream side of the business, Alcoa has been
experiencing solid profitability and has been directing it focus
on its presence there.  The acquisition of Firth Rixson is an
example of this focus as it will immediately add to Alcoa's
existing aerospace segment and will provide a platform for future
growth in that segment.  Similarly, Alcoa's recent multi-year
agreement with Boeing for approximately US$1 billion that will
supply the aerospace company with aluminum sheet and plate
products emphasizes Alcoa's focus on its well-performing
downstream businesses.  The agreement is positive for the
aluminum producer as it locks in future revenue for its aerospace


Alcoa's financial leverage will remain above 2.5x on a total
debt/EBITDA level and above 3.5x on a funds from operations (FFO)
adjusted level through the end of 2014.  Significant pension
contributions will keep FFO adjusted leverage above 3.5x through
2015.  The company has generally produced FCF after capital
expenditures and dividends to shareholders since 2010 despite
weak aluminum prices.  In 2014, Fitch expects the company to be
FCF neutral after capital expenditures of US$1.2 billion, but
before US$137 million in dividends and the US$125 million
investment in the Ma'aden joint venture.


Liquidity is provided by the company's US$4 billion revolver
maturing July 25, 2017, its commercial paper program and its 11
additional revolving credit facilities with separate financial
institutions providing a combined capacity of US$1.25 billion.
Additionally, cash and cash equivalents on hand were $1.18
billion as of June 30, 2014.  The main revolver has a covenant
that limits consolidated indebtedness to 150% of consolidated net
worth as do the other 11 revolvers.


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

   -- Operating EBITDA below US$2.5 billion in 2014;
   -- Total Debt/EBITDA sustainably above 3x and FCF negative in
      the amount of US$200 million or more.

Positive: Not anticipated over the next 12 months but future
developments that may lead to a positive rating action include:

   -- FFO adjusted leverage to be under 2.5x, and FCF positive on

Fitch currently rates Alcoa as follows:

   -- Issuer Default Rating (IDR) 'BB+';
   -- Senior notes 'BB+';
   -- $4 billion revolving credit facility 'BB+';
   -- Series A preferred stock 'BB-';
   -- Series B preferred stock 'B+';
   -- Short-term IDR 'B';
   -- Commercial paper 'B'.

The Rating Outlook is Stable.

ALCOA INC: S&P Rates US$1.25BB Mandatory Preferred Stock 'BB'
Standard & Poor's Ratings Services said it assigned its 'BB'
issue-level rating to Pittsburgh-based aluminum producer Alcoa
Inc.'s US$1.25 billion mandatory convertible preferred stock. All
of S&P's ratings on Alcoa, including its 'BBB-' corporate credit
rating and our 'A-3' commercial paper rating, are unchanged.

Alcoa plans to use proceeds from the new preferred stock to
finance a portion of its US$2.85 billion acquisition of Firth
Rixson, a manufacturer of aerospace engine and industrial
components. S&P expects Alcoa will issue debt and US$500 million
of common equity to finance the balance of the purchase price.

The rating on Alcoa reflects S&P's "satisfactory" assessment of
the company's business risk profile, which is based on its solid
market position as one of the world's largest integrated aluminum
producers and its relatively broad product, end-market, and
geographic diversity. S&P's assessment also recognizes that some
of its operations are cyclical and it is exposed to volatile
prices for aluminum output and input costs. S&P considers Alcoa's
financial risk profile to be "significant." S&P expects adjusted
debt leverage to recede to the 3x to 4x range, from 4.3x as of
June 30, 2014, as a result of EBITDA growth. Pro forma for the
Firth Rixson acquisition, S&P estimates adjusted leverage is
about 4.4x.

The negative rating outlook reflects risks to S&P's base case
expectations that London Metal Exchange aluminum inventory will
decline, contributing to sustained improvement in aluminum
prices, and Alcoa will continue to gradually improve its cost
structure and productivity.

Ratings List

Alcoa Inc.
Corporate Credit Rating                        BBB-/Neg/A-3

New Rating
Alcoa Inc.
US$1.25 bil mandatory convert preferred stock    BB

RUSSIAN STANDARD: S&P Cuts Loan Participation Notes Rating to BB-
Standard & Poor's Ratings Services corrected its Greater China
Regional Scale rating on senior unsecured loan participation
notes (LPNs) issued by special purpose vehicle Russian Standard
Finance S.A. for Russia-based Russian Standard Bank JSC by
lowering it to 'cnBB-' from 'cnBB'.

The LPNs affected by the rating action are:

   -- CNY500 billion 8.00% LPN series 12 due 02/14/2015 (issuer:
      Russian Standard Finance S.A.; borrower Russian Standard
      Bank JSC).

S&P's counterparty credit ratings and Russia national scale
rating on Russian Standard Bank and all other issues, rated on a
global or local rating scale, are unaffected by this rating

S&P is lowering its issue rating on the notes to correspond with
the long-term counterparty credit rating on Russian Standard
Bank. The downgrade is in accordance with S&P's rating
methodology, including its mapping of the Greater China Regional
scale to global scale local currency ratings.

The outlook on Russian Standard Bank remains negative, reflecting
the bank's increasing risks in unsecured lending in Russia and
S&P's opinion that its loan portfolio deterioration could
continue throughout 2014.


T-2: Goes Bankrupt, Owes EUR90 Million in Unpaid Loans
telecompaper, citing Sta and Delo, reports that the Ljubljana
District Court has declared the bankruptcy of telecommunications
operator T-2, based on claims by the Bank Asset Management
Company (BAMC), Hypo Alpe Adria Bank, and Banka Celje.

The court noted that T-2 was several months in arrears on its
obligations to creditors, according to telecompaper.

The report notes that BAMC said the company was generating a
daily loss of EUR7,800, which means less and less funds for its
lenders. The receivership was requested by the banks after taking
over EUR90 million in unpaid loans taken out by T-2 from the NLB
and NKBM banks, the report relates.

The report discloses that for its part T-2 claims there is no
reason for receivership and will continue to provide services,
while appealing the court's decision.

The operator also said that it proved it was not insolvent and
that it met all the demands imposed in the debt restructuring.
Creditors now have until December 16 to report their claims to
court appointed receiver Danica Cuk, the report relays.

It is expected that the healthy core of the company could be
retained and sold as a whole business, the report adds.

T-2 is a telecommunications operator in Slovenia, with around
175,000 customers.


SPANAIR SA: Ferran Soariano Fined Over 2012 Collapse
Alex Duff at Bloomberg News reports that Manchester City Chief
Executive Officer Ferran Soriano was banned from "managing other
people's wealth" for two years in Spain over the 2012 collapse of
airline Spanair SA.

Mr. Soriano, the former chairman of the now-defunct airline, and
10 other board members were also fined a total of EUR10.8 million
(US$13.9 million) to cover the company's debts, Bloomberg relays,
citing a written ruling by a commercial court in Barcelona.

According to Bloomberg, the court said that the board wrongly
delayed filing for bankruptcy and carried on issuing tickets in
2011 while it negotiated a refinancing agreement with Qatar
Airways Ltd. and the Catalan regional government.  The airline
eventually filed for bankruptcy in January 2012 after the
regional government withdrew financial backing, Bloomberg

Spanair creditors, including former employees and travel
agencies, were parties to the lawsuit brought by the Spanish
government, Bloomberg discloses.

El Pais newspaper reported that the former board of Barcelona-
based Spanair said in a statement they had delayed seeking
bankruptcy protection for 27 days, rather than five months, and
will appeal the sentence, Bloomberg relays.

Spanair S.A. was a Spanish airline, with its head office in the
Spanair Building in L'Hospitalet de Llobregat, near Barcelona.

TELE PIZZA: Moody's Assigns 'B2' Corporate Family Rating
Moody's Investors Service has assigned a corporate family rating
("CFR") of B2 and a probability of default rating ("PDR") of B3-
PD to Tele Pizza S.A.U. Concurrently, Moody's has assigned a
provisional rating of (P)B2 to the proposed EUR275 million new
senior facility B and a provisional rating of (P)B2 to the
planned EUR20 million revolving credit facility ("RCF") to be
issued by Tele Pizza S.A.U.. The outlook on all ratings are

The ratings assigned on the RCF and the senior facility B are
provisional pending a conclusive review of final documentation
and closing of the underlying transaction. The ratings have been
assigned on the basis of Moody's expectation that the transaction
will close as described above. Following closing of the
transaction Moody's will endeavor to assign a definitive rating
to the facilities. Moody's notes that a definitive rating may
differ from a provisional rating.

Ratings Rationale

Telepizza's B2 CFR reflects the company's (i) strong brand
recognition, its business profile and its position as the market
leader in Spain and other markets such as Chile, Portugal, Poland
and Colombia; (ii) high network density compared to its
competitors in its main markets; (iii) good liquidity supported
by expectation of positive future free cash flow generation; (iv)
streamlined vertical integration through its owned production
facilities of dough which allows Telepizza to maximize margins
and control quality.

The B2 CFR also reflects (i) the high adjusted debt to EBITDA of
around 5.1x as expected at the end of 2014 and limited
deleveraging prospect over the next few years; (ii) the high
concentration in Spain in the medium term; (iii) the uncertainty
surrounding the full recovery of the Spanish pizza delivery
market; (iv) execution risks associated with the company's
expansion and acquisition plans; (v) the high competition from
other pizza delivery players and substitute products such as
burgers and supermarket pizzas.

The proceeds from the term loan, together with the equity
injection received from the parent company (through the new PIK
debt raised at the indirect parent level), will be used to
refinance existing debt outstanding of EUR486 million, pay for
transaction fees and expenses and increase cash on balance sheet
by EUR14 million. In addition, following the transaction, a
portion of the existing PIK loan (EUR90 million) of the parent
entity will be equitized, with the remaining portion (EUR16
million) being rolled into the new PIK debt. The company will
also put in place a EUR20 million RCF maturing in 2020.

Telepizza is a market leader in the delivery and take-away pizza
sector in its main market, Spain, with a market share of 53% as
of 2013, followed by Domino's Pizza and Pizza Hut. In Telepizza's
other key operating countries, such as Chile, Portugal, Poland
and Colombia, Telepizza is also ranked number one in the pizza
delivery market.

In the last three years, Telepizza's operating performance has
been severely impacted by the economic crisis in Spain. The
group's revenue decreased by 3% CAGR to EUR364 million in 2013
from EUR387 million in 2011, and reported EBITDA decreased by
5.6% CAGR to EUR58 million in 2013, as a result of top line
decline and new stores opening costs. The underperformance in
Europe has been partially offset by healthy growth in Telepizza's
LATAM markets due to strong GDP growth in these countries and
Telepizza's increasing penetration through new store openings.
Moreover, the strengthening of local currencies in Poland, Chile
and Colombia against the euro has also helped group revenue and

In the second half of 2013 and the first two quarters of 2014,
some signs of market stabilization and gradual recovery were
observed in Spain and Portugal, however, due to the sensitivity
of the pizza delivery segment relative to the overall QSR market,
we remain cautious as to the timing of sustainable recovery of
pizza delivery market in these countries.

At the closing of the transaction, Telepizza's gross Debt/EBTIDA,
as adjusted by Moody's, stood at 5.1x pro forma 2014 the
company's forecasted EBITDA. In addition, Telepizza's high
interest burden and the increasing demand in capex for store
refurbishments and expansions will limit its free cash generation
in the next three years resulting in 3% - 5% of FCF/Debt.
Therefore, any future deleveraging will hinge on Telepizza's
growth prospects, which are likely to be constrained by the
uncertainty surrounding the timing of the full recovery of the
Spanish pizza delivery market.

The limited deleveraging prospect is further impacted by the
company's plan of expanding its current network in the next few
years. This expansion will come through new store openings as
well as franchise agreements and also from some earmarked
acquisitions. Given the prior track record of the company, we
believe this expansion plan should not bear substantial execution

Telepizza has a good liquidity profile supported by the closing
cash balance of EUR26 million and a committed EUR20 million RCF,
which is expected to be undrawn at closing of the transaction. In
addition, the company is expected to generate sufficient internal
cash to support its current needs, including maintenance capex
and store expansions. The company's maintenance capex is around
2.5-3% of revenues, with expansion capex representing an
additional 3% of sales. The maintenance covenant on the RCF will
be set at approximately 30% headroom to closing EBITDA.

The B2 CFR is one notch higher than PDR reflecting Moody's
assumption of a 65% recovery as is customary for an all bank debt
capital structure. The provisional (P)B2 ratings on the senior
facility B and RCF reflects their pari passu ranking in priority
claims and their representation of the predominant debt in
Telepizza's capital structure. The new facilities will benefit
from senior secured guarantees from subsidiaries representing
around 75% of Telepizza's EBITDA and Gross Assets.

The rating and stable outlook incorporates Moody's expectation
that the like-for like sales in Spain and Portugal will continue
to recover and the company's leverage will be maintained at
around 5.0x over the next 18 months and will not embark on any
transforming acquisitions or make debt-funded shareholder

Upward pressure on the rating could materialize if the Moody's-
adjusted debt/EBITDA falls below 4.5x on a sustainable basis, and
the like-for-like sales in Telepizza's core market have shown a
sustainable recovery. Conversely, downward pressure on the rating
could arise if Moody's-adjusted debt/EBITDA increases to 5.5x,
and/or liquidity concerns emerge.

The principal methodology used in this rating was Global
Restaurant 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.

Founded in 1988 and headquartered in Madrid, Telepizza operates a
chain of 530 directly managed and 732 franchised stores
principally in Span (624 stores), but also internationally.
Additionally, Telepizza owns and operates six regional dough
manufacturing and seven logistics centers through which the
franchisees procure dough and other ingredients. As a group, the
company generated world-wide chain sales of EUR450 million in
2013 (chain sales represent Telepizza's total outlet sales
including owned and franchised outlets sales). In 2013, Telepizza
reported total revenue of EUR362 million and normalized EBITDA of
EUR68 million.

U N I T E D   K I N G D O M

BLUESTONE SERIES 2007-1: Fitch Lifts Rating on Cl. C Notes to BB-
Fitch Ratings has upgraded four tranches of the Bluestone series
and affirmed 12 others as follows:

Bluestone Securities plc Series 2005-1 (Bluestone 2005):

Class A (ISIN XS0222339631) affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN XS0222339391) affirmed at 'A+sf'; Outlook Stable
Class C (ISIN XS0222338740) affirmed at 'BBBsf'; Outlook Stable
Class D (ISIN XS0222338153) affirmed at 'BBsf'; Outlook Stable

Bluestone Securities plc Series 2006-1(Bluestone 2006):

Class A1 (ISIN XS0264881508) affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN XS0264881920) affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN XS0264882654) affirmed at 'Asf'; Outlook Stable
Class C (ISIN XS0264882902) affirmed at 'BBsf'; Outlook Stable
Class D (ISIN XS0264883207) affirmed at 'Bsf'; Outlook Stable
Class E (ISIN XS0264883546) affirmed at 'CCCsf'; Recovery
  Estimate (RE) of 5%

Bluestone Securities plc Series 2007-1 (Bluestone 2007):

Class A2 (ISIN XS0300920237) upgraded to 'AA+sf' from 'AAsf';
  Outlook Stable
Class Az (ISIN XS0300920583) upgraded to 'AAsf' from 'AA-sf';
  Outlook Stable
Class B (ISIN XS0300920823) upgraded to 'BBB-sf' from 'BBsf';
  Outlook Stable
Class C (ISIN XS0300921128) upgraded to 'BB-sf' from 'Bsf';
  Outlook Stable
Class Da (ISIN XS0300921474) affirmed at 'CCCsf'; RE of 65%
Class Db (ISIN XS0301241039) affirmed at 'CCCsf'; RE of 65%

The Bluestone series are securitizations of non-conforming
residential mortgage loans in the UK.  Loans in Bluestone 2005
were originated by Platform Funding Limited while Bluestone 2006
and 2007 was backed by loans originated by Amber and Beacon
Homeloans Limited.


Build-up in Credit Enhancement (CE)

The upgrades of the four tranches of Bluestone 2007 reflect
robust build-up in CE for the respective notes, which has more
than doubled since closing in May 2007.

Fitch expects CE for Bluestone 2007 to further increase as the
notes continue to amortize sequentially as a result of the breach
of cumulative loss trigger in 2009.  Further CE support will also
come from the non-amortizing reserve fund.

Healthy Asset Performance

The affirmations reflect healthy performance across all
transactions, in line with the general trend seen for other UK
non-conforming peers, as current low interest rates continue to
support borrower affordability.

Loans in arrears by more than three months have ranged between 8%
(Bluestone 2005) and 12% (Bluestone 2007) of the outstanding
collateral balance.  The better performance of Bluestone 2005 can
be attributed to the year of origination of their loans.  As
Bluestone 2005 loans were originated between 2003 and 2005,
properties backing these loans have seen house price appreciation
since origination.  In contrast all loans in the Bluestone 2006
and 2007 portfolios were originated in 2006 and 2007, at the peak
of the market.  This means house price declines from peak
negatively affect the willingness of borrowers to repay and
result in higher weighted average loss severity (WALS).
Cumulative WALS of Bluestone 2005 is 10% compared with 29% and
28% for Bluestone 2006 and Bluestone 2007 respectively.

Change in Recovery Expectations

RE on class Da and Db notes of Bluestone 2007 was revised upwards
to 65% from 30%, reflecting the CE build-up on the junior notes
and improvements on performance; while RE on the class E notes of
Bluestone 2006 was revised down to 5% from 30% as a result of
lower gross excess spreads and thus greater expected loss on this

Rating Sensitivities

With 100% borrowers on variable-rate mortgages, an increase in
interest rates could lead to performance deterioration of the
underlying assets given the weaker profile of non-conforming
borrowers in these pools and, consequently, downgrades of the
notes if defaults and associated losses exceed Fitch's stresses.

For Bluestone 2005, only 164 loans remain in the pool.  Fitch has
conducted a tail risk test on this pool and believes that the
risks associated with a small pool are sufficiently mitigated by
the CE available to the rated notes.  However, significant
deterioration in asset performance of the remaining collateral
could lead to negative rating action.

FORDGATE COMMERCIAL: S&P Withdraws 'B-' Ratings on 2 Note Classes
Standard & Poor's Ratings Services withdrew its credit ratings on
Fordgate Commercial Securitisation No. 1 PLC's class A and B
notes following their full redemption.

S&P has withdrawn its 'B-(sf)' ratings on the class A and B notes
following the receipt of the July 2014 cash management report,
which confirms that the class A and B notes fully repaid.

Fordgate Commercial Securitisation No. 1 was a secured single-
loan U.K. commercial mortgage-backed securities (CMBS)
transaction secured by 21 commercial properties.


Fordgate Commercial Securitisation No. 1 PLC
GBP264.302 mil commercial mortgage-backed floating-rate notes

                                 Rating        Rating
Class        Identifier          To            From
A            XS0271600180        NR            B- (sf)
B            XS0271605148        NR            B- (sf)

NR--Not Rated.

GUILFEST: Goes Into Insolvency Anew
David Stubbings at Get Surrey reports that the future of GuilFest
is in doubt once again with Trowfest Ltd, the company behind the
festival, going into insolvency.

Festival boss Tony Scott told Get Surrey that insolvency
practitioners had been called in during the first week of
September 2014.  Mr. Scott confirmed with Get Surrey that a
number of people connected to the festival, including some
artists, suppliers and staff, have not been paid more than seven
weeks after the event in Guildford's Stoke Park.

GuilFest 2014 had only been given the green light in January when
Guildford Borough Council gave Trowfest Ltd permission to
organise the festival.

Guilfest is a music festival held in Stoke Park, Guilford,
England each July.  A campaign was launched in September last
year to bring GuilFest back after Magic Summer Live made a one-
off appearance in 2013.

Get Surrey recounts that the festival's previous operating
company collapsed in 2012 following poor ticket sales and bad
weather that year, with debts of around GBP300,000.

MICRO FOCUS: Moody's Assigns 'B1' Corporate Family Rating
Moody's Investors Service has assigned a B1 Corporate family
rating (CFR) and a B1-PD probability of default rating (PDR) to
Micro Focus International plc, (Micro Focus) as well as a
provisional (P)B1 instrument ratings to the planned $1.85 billion
term loans ($1,350 million Tranche B Term Loan and $500 million
Tranche C Term Loan) with an LGD3- 49% and a (P)B1 rating to the
$150 million revolving credit facility (RCF) with an LGD3-49%
issued by MA FinanceCo., LLC. The outlook on all the ratings is

This is the first time Moody's rates Micro Focus.

Moody's issues provisional ratings for debt instruments in
advance of the final sale of securities or conclusion of credit
agreements. Upon a conclusive review of the final documentation,
Moody's will endeavor to assign a definitive rating to the
different capital instruments. A definitive rating may differ
from a provisional rating. Micro Focus has announced its
intention to merge with The Attachmate Group, Inc. (Attachmate),
rated B2/negative, in a transaction in which Attachmate will be
reversed into Micro Focus. Moody's expect the combined entity to
generate a turnover of around $1.3 billion with an expected
EBITDA margin of in the high 30's.%.

Ratings Rationale

The B1 CFR assigned to Micro Focus is supported by (1) the merged
company's broad product portfolio of infrastructure software with
satisfactory market positions in most of its markets, many of
which are fragmented; (2) a broad customer diversification by
industry and geography (legacy Micro Focus has over 11,000
customers and legacy Attachmate over 23,000 customers); (3) the
companies' relatively stable business with high visibility and
recurring revenue of 70% for the combined entity as well as (4)
high operating margins and solid free cash flow generation

The rating also takes into consideration (1) the fact that the
combined product portfolio consists of mainly mature software
applications with only marginal or even declining revenue growth,
however strong cash generation as well as (2) the significant
integration risk given the relative size of acquired business,
different business cultures, the need to restructure especially
the Attachmate business, and the challenge to fix the declining
revenues within Attachmate's various applications.

Pro forma Moody's adjusted gross leverage of 3.6x expected for
fiscal year 2015 (ending April 30, 2015) and free cash flow to
debt in the mid teens appear strong but have to be seen in the
context of some of the combined company's products which are
exposed to continuous declines. Therefore, management is expected
to focus on quickly paying down debt and has publicly stated a
net 2.5x leverage objective (down from 3.3x calculated by the
company) within 2 years of closing. While Micro Focus' management
will attempt to slow the net decline in Attachmate's product
lines, stabilization could take several years and the company
will have to pay down debt faster than the business declines to
achieve deleveraging. Nonetheless, the combined businesses are
expected to generate sufficient cash to reduce leverage unless
the company pursues additional acquisitions.

Liquidity Profile

Following a successful refinancing, Micro Focus' liquidity
profile is deemed to be solid with its cash sources to be
sufficient to cover Moody's anticipated cash needs for the next
18 months. Cash sources comprise a starting cash balance of
US$140 million, the US$150 million revolving credit facility
which is deemed to be undrawn as well as the operating cash flows
generated over the next 18 months. Moody's anticipates cash needs
for seasonal working capital swings (around US$100 million from
peak to trough), day to day working cash needs, estimated to
amount to around 3% of revenues (approximately US$40 million),
dividend payments, capital expenditures of nearly US$10 million
per quarter as well as debt repayments as required by the
documentation of the term loans. Overall, the anticipated needs
for the next six quarters should be well covered by available
cash and the revolving credit facility.

Rating Outlook

The stable outlook accommodates moderate declines in revenues of
the merged entity over the next three years from which Micro
Focus is anticipated to generate sizable free cash flows. We
expect the majority of these to be applied to reduce gross debt
resulting in material de-leveraging of the group over time. The
stable outlook also assumes no material deterioration in the
company's liquidity profile.

What Could Change the Ratings DOWN/UP

The ratings could be downgraded in case of (1) a prolonged
decline in revenue, EBITDA or cash flow, particularly if there
has not been a material reduction in debt and leverage i.e. debt
/ EBITDA not declining to 3.0x or below in FY2016 (April 30,
2016); (2) inability to generate free cash flows (as adjusted by
Moody's) of around US$200 million p.a. from financial year 2015
(ending 30 April 2016) onwards as well as a material
deterioration in the company's liquidity profile.

The ratings could be upgraded in case of a successful integration
of the two merged entities thereby being able to at least
stabilize current revenue declines from the existing product
portfolio and applying free cash flows generated to materially
reduce debt, in line with publicly stated target of net 2.5x
leverage within 2 years of closing.

Principal Methodology

The principal methodology used in these ratings was Global
Software Industry published in October 2012. 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 Newbury, UK, Micro Focus International plc is a
leading software company specialized in software solutions that
allow companies to develop, test, deploy, assess and modernize
business critical applications. The company generated sales of
US$433 million in 2014 (business year ends April 30, 2014) and an
EBITDA of US$210 million which translates into a 48.5% EBITDA
margin on a reported basis.

Attachmate is a US based software company with a portfolio of
operating systems and infrastructure software for mainframe and
distributed computing environments. While a few of Attachmate's
product lines such as its SUSE Linux line have shown modest
growth, the majority of the company's products have been
declining resulting in EBITDA declines of c.5%. In 2014 (business
year end March 31, 2014) Attachmate generated revenues of around
US$956 million and a reported EBITDA of around US$313 million.

MICRO FOCUS: S&P Assigns Prelim. 'BB-' CCR Over Attachmate Merger
Standard & Poor's Ratings Services said it had assigned its
preliminary 'BB-' long-term corporate credit rating to U.K.-based
software provider Micro Focus International PLC (Micro Focus).
The outlook is stable.

At the same time, S&P assigned its preliminary 'BB-' issue rating
to the company's proposed $2 billion senior secured term loans,
including an undrawn revolving credit facility (RCF).  The
recovery rating is '3', indicating S&P's expectation of
"meaningful" (50%-70%) recovery in the event of a default.

The preliminary rating assignment follows Micro Focus'
announcement on Sept. 15, 2014, that it plans to merge with U.S.-
based software company Attachmate Corp.  The proposed senior
secured term loans and RCF will be part of the transaction.

The preliminary rating reflects S&P's assessment of Micro Focus'
business risk profile as "fair" and its financial risk profile as

S&P's business risk profile assessment is constrained by the
combined group's (Micro Focus and Attachmate's) narrow revenue
base, limited growth prospects, and severe competition from much
larger players.  Pre-merger Micro Focus derives about 70% of its
revenues from the COBOL (a software programming language) market,
primarily in the distributed segment -- which allows customers to
use their own applications written in COBOL across multiple
platforms -- and to a lesser extent in the mainframe segment.
Remaining revenues come from niche segments, notably testing and
other solutions to optimize software delivery (the Borland
business segment), and middleware solutions providing application
integration (the CORBA business segment).  S&P thinks that
Attachmate also has a narrow product portfolio, particularly in
its host connectivity business (the Attachmate business segment),
systems and security product lines (the NetIQ business segment),
and the Novell Collaboration Solutions business segment.

The combined group will operate in mature segments with limited
growth.  S&P anticipates flat or declining revenues in all
segments but the SUSE Linux business segment (about 15% of pro
forma consolidated revenues).  Furthermore, the group will
compete with much large players, including IBM, Microsoft,
Oracle, as well as niche software providers.

These weaknesses are partly offset by the group's solid
profitability, with a pro forma Standard & Poor's-adjusted EBITDA
margin at about 40% for the combined group, a high portion of
recurring revenues (about 70% of revenues), and leading position
in some areas (segments where the group has the No. 1-3 position
represent about 50% of combined revenues).  Furthermore, the
combined group will have a certain level of diversification,
operating in different segments within the infrastructure
software market.  Micro Focus has more than 11,000 customers and
Attachmate more than 23,000, located in various countries.

"Our financial risk profile assessment is constrained by our
anticipation of adjusted debt to EBITDA of about 3.5x-3.9x in
fiscal 2015 (ending April 30) for the combined group, depending
on the timing of the acquisition and realization of operating
synergies.  Our debt adjustments include operating leases and a
25% surplus cash haircut, and our adjusted EBITDA is after
restructuring costs and capitalized development costs, in line
with our methodology. Micro Focus targets unadjusted debt to
EBITDA of 2.5x (which we think corresponds to an adjusted debt-
to-EBITDA ratio of 3x to 3.3x), but we expect it will temporarily
peak at 3.0x in fiscal 2015 post-merger.  We understand Micro
Focus intends to reach its 2.5x target within the next two years.
However, thereafter, we think the company could releverage
through acquisitions or return excess cash to shareholders.
Therefore, we think adjusted debt to EBITDA could be between 3.0x
and 3.7x in the longer term," S&P said.

These weaknesses are partly offset by S&P's forecast that the
combined group's adjusted EBITDA interest coverage will be above
6x in fiscals 2015 and 2016 and solid cash from operations to
debt will be 17.5% in fiscal 2015 and 20% in fiscal 2016.

The preliminary rating on Micro Focus also reflects the
application of a one-notch negative adjustment for S&P's
comparable ratings analysis.  This is because S&P views the
company's business risk profile as being in the lower end of its
"fair" category.  Furthermore, S&P thinks the merger with
Attachmate, which is more than twice as large as Micro Focus in
terms of revenues and nearly three times as big in terms of
employees, could create some integration issues that could either
result in lower revenues or delay in achieving cost reductions.

The stable outlook reflects S&P's anticipation that adjusted debt
to EBITDA ratio for the combined group will remain below 4x over
the next 12 months.

PHONES 4U: Bondholders Propose Debt-for-Equity Swap
Daniel Thomas at The Financial Times reports that bondholders in
Phones 4U have proposed plans for a debt-for-equity swap that
would keep the retailer in business as the administrator
continues to talk to potential buyers of its stores.

Most of the GBP760 million debt in Phones 4U will be almost wiped
out, according to rating agencies, which is likely to lead to
heavy losses for investors backing the failed mobile phone
retailer, the FT says.

Phones 4U went into administration this week following the
decision by EE, its only remaining mobile network partner, to
withdraw following similar moves by Vodafone and O2, the FT

According to the FT, one person familiar with the situation said
that facing heavy losses in the administration process, holders
of the GBP430 million senior secured notes -- which rank after a
GBP125 million credit facility likely to be paid -- have
discussed a restructuring deal.

This could involve offering a debt-for-equity swap to allow the
business to continue to trade, while also giving the flexibility
to renew negotiations with operators to return as partners, the
FT notes.

Louise Verrill, partner at Brown Rudnick, who is acting for a
large group of senior secured bondholders, as cited by the FT,
said that they would take "a significant writedown on their debt
which would make the business commercially viable and lay
foundations for the 5,596 jobs to be saved".

"Our bondholder group has been working hard to ensure that the
company's cost structure can be adjusted to meet the commercial
terms that EE and Vodafone put to the previous owners," the FT
quotes Ms. Verrill as saying.

"So, we have proposed a restructure of the business that means
the capital structure will no longer be an impediment to
achieving the commercial outcome which allows the company to
continue as a going concern.  We look forward to meaningful
engagement with PwC, Vodafone and EE, collectively, to save the
jobs and maximize returns to creditors and other stakeholders."

According to the FT, PricewaterhouseCoopers, the administrator
for Phones 4U, said on a call with bondholders this week that it
would create "a private forum of creditors where we can discuss

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

PHONES 4U: Creditors Urged to Create Group for Debt Talks
Julie Miecamp and Amy Thomson at Bloomberg News report that
Phones 4u Ltd.'s administrators told creditors to create a group
for debt recovery negotiations after mobile-phone operators
including EE Ltd. and Vodafone Group Plc said they weren't
interested in restructuring the company's debt.

Phones 4u said in a call with bondholders on Sept. 16 that
PricewaterhouseCoopers LLP, which was appointed to protect the
interests of the U.K. retailer's stakeholders, found that the
phone companies showed more interest in buying parts of the
company, Bloomberg relates.

EE and Vodafone may buy some of the stores, and will make a
decision in the next few days, three people familiar with the
matter, as cited by Bloomberg, said, asking not to be named
discussing the plans because they are not public.  According to
Bloomberg, one of the people said that Phones 4u also has about
300,000 phones in stock, some of which may be sold to raise

"We, as administrators, need a forum to discuss with you our
strategy and our proposals," Paul Copley, a partner at PwC who is
working with the administrators on the case, told bondholders on
the call.  "We'll schedule further calls as and when we're able
to do so in the coming days."

Phones 4u, which is owned by private-equity firm BC Partners
Holdings Ltd., sought protection from creditors and shut its
stores after Vodafone and EE said they wouldn't renew contracts
ending next year, Bloomberg relays.

Phones 4u's debt includes GBP635 million (US$1 billion) of bonds
and a GBP125 million revolving credit facility, according to data
compiled by Bloomberg.

Bloomberg notes administrator Rob Hunt said during the same call
that a deal has to be reached "quickly" to protect the company's
cash balance for parties such as bondholders, who have an
economic interest in Phones 4u.  Mr. Hunt, as cited by Bloomberg,
said that employees' wages will be counted as preferred creditors
before the bonds.

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

PHONES 4U: 800 Jobs Saved After Dixons Carphone Deal
---------------------------------------------------- reports that some of the 5,600 Phones 4U jobs in
peril following the retailer's collapse have been saved after
Dixons Carphone offered to take on 800 posts.

The staff currently work at 160 Phones 4U concessions within
Currys/PC World stores, which recently became part of Dixons
Carphone, discloses.

Phones 4u's collapse into administration has put a total of 5,596
jobs at risk, but there were reports on Sept. 17 that network
operators Vodafone and EE are in talks to buy parts of the
business, which has 560 standalone outlets,

According to, Dixons Carphone said in a tweet on
Sept. 17: "Pleased to confirm we have secured agreement to offer
all Phones4U colleagues (circa 800) in ourcurryspcworld stores

Prior to its merger with Carphone Warehouse, Dixons had an
existing agreement with rival Phones 4U to run mobile concessions
in 160 Currys/PC World megastores until next May,

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

PUNCH TAVERNS: Obtains Approval for Debt Restructuring Plan
Scheherazade Daneshkhu at The Financial Times reports that
Punch Taverns overcame a major hurdle to reducing its debt burden
on Wednesday after bondholders and shareholders approved the pub
group's proposals to restructure GBP2.3 billion of debt.

According to the FT, the approval at the annual meeting, after a
lengthy and tortuous process, will leave equity holders heavily
diluted, with 15% of the equity while bondholders will take over
the remainder of the business.

Overall, the group's net debt will be cut by one-quarter -- or
GBP600 million -- and debt will fall to 7.7 times earnings before
interest, debt and amortization, the FT discloses.

Stephen Billingham, executive chairman, as cited by the FT, said
that the approval marked "the final stage of the restructuring

Punch Taverns still needs the consent of its bankers, Royal Bank
of Scotland and Lloyds Bank, for the restructuring of its
securitized debt, which the group said it hoped would be
forthcoming by Oct. 8, the deadline for the restructuring, the FT

Punch Taverns plc is a United Kingdom-based pub company.  The
Company is engaged in the operation of public houses under either
the leased model or as directly managed by the Company.  The
Company operates in two business segments: punch partnerships, a
leased estate and punch pub company, a managed estate.

RILEYS SPORTS BARS: In Administration With Loss of 124 Jobs
Express & Star reports that snooker and pool club chain Riley
Sports Bars has gone into administration with the immediate
closure of 15 sites and 124 staff made redundant.

Rob Harding and Ian Wormleighton of advisory firm Deloitte were
appointed as administrators.

The administrators will continue to trade Rileys, which has a
site in Broad Street, Wolverhampton, while they investigate
options to secure the best outcome for all of the company's
creditors, according to Express & Star.  The Wolverhampton club
is one of those continuing to operate.

The report notes that before the administrators' appointment,
Riley's operated 59 venues across the country, employing 522
staff.  Those made redundant include 104 at the 15 sites that
have closed with a further 20 at the company's head office, the
report relates.

"Following our appointment, it has been necessary for us to
implement certain cuts immediately.  We are now working to
stabilize the business following our appointment whilst we
consider our options for securing the best outcome for the
company's creditors," the report quoted Mr. Harding, a Deloitte
partner and joint administrator, as saying.

"The remaining sites continue to trade as normal and we
appreciate the co-operation and support of the company's
employees, landlords, customers and other key stakeholders," Mr.
Harding said.

The report says this is the third time Riley Sports Bars has gone
into administration in recent years.

In 2009, 198 jobs were terminated and in November 2012, 25 clubs
closed with the loss of 146 jobs as it was sold in a pre-pack
administration, Express & Star recounts.  The Cannock site in
High Green has also since closed last year, the report adds.

Riley Sports Bars, established in 1878, is headquartered in
Milton Keynes.  The chain, which was started by Irish
entrepreneur E J Riley in Manchester, had 165 clubs at its peak.

* R3 Says 16% of Yorkshire Hotels at Risk of Insolvency in August
Insider News reports that hotels in Yorkshire have experienced a
marked uplift in their fortunes, buoyed by events such as the
Grand Depart, and are now among the region's best performing
sectors, according to the latest research by insolvency trade
body R3.

Just 16 per cent of the 448 hotels in Yorkshire and the Humber
had a higher than normal risk of insolvency in July and August
with levels now lower than those across the UK, Insider News

In August, 18 per cent of the UK's 8,166 hotels had a higher than
normal risk of insolvency. In fact, Yorkshire was the region
whose hotels put in the strongest performance in the UK last
month, only exceeded by London (14 per cent at risk), according
to the report.

Insider News notes that R3 uses research compiled from Bureau van
Dijk's 'Fame' database of company information to track the number
of businesses in key regional sectors that have a heightened risk
of entering insolvency in the next year.

"The hotel sector across the UK has faced some tough conditions
in recent years and it's encouraging to see it finally starting
to improve, partly as a result of increased domestic consumer
spending and also boosted by our hosting of international events
such as the Tour de France and the Commonwealth Games, both of
which have attracted more overseas visitors," Insider News quotes
William Ballmann, chairman of R3 in Yorkshire and partner at

Insider News says Mr. Ballman added: "There's no doubt that the
Grand Depart delivered a huge boost to the region's hospitality
sector, not only from the hundreds of thousands of visitors who
descended on Yorkshire in July, but also from the positive
feelings created by the phenomenal success of our hosting of this
world-renowned event.

"Having seen the glory of the Yorkshire countryside on TVs around
the globe, hopefully the Tour-effect will continue as more people
from both the UK and overseas choose to visit the region over the
next few years."


* BOOK REVIEW: Risk, Uncertainty and Profit
Author: Frank H. Knight
Publisher: Beard Books
Softcover: 381 pages
List Price: $34.95
Review by Gail Owens Hoelscher

Order your personal copy today at
The tenets Frank H. Knight sets out in this, his first book,
have become an integral part of modern economic theory. Still
readable today, it was included as a classic in the 1998 Forbes
reading list. The book grew out of Knight's 1917 Cornell
University doctoral thesis, which took second prize in an essay
contest that year sponsored by Hart, Schaffner and Marx. In it,
he examined the relationship between knowledge on the part of
entrepreneurs and changes in the economy. He, quite famously,
distinguished between two types of change, risk and uncertainty,
defining risk as randomness with knowable probabilities and
uncertainty as randomness with unknowable probabilities. Risk,
he said, arises from repeated changes for which probabilities
187can be calculated and insured against, such as the risk of
fire.  Uncertainty arises from unpredictable changes in an
economy, such as resources, preferences, and knowledge, changes
that cannot be insured against. Uncertainty, he said "is one of
the fundamental facts of life."

One of the larger issues of Knight's time was how the
entrepreneur, the central figure in a free enterprise system,
earns profits in the face of competition. It was thought that
competition would reduce profits to zero across a sector because
any profits would attract more entrepreneurs into the sector and
increase supply, which would drive prices down, resulting in
competitive equilibrium and zero profit.

Knight argued that uncertainty itself may allow some
entrepreneurs to earn profits despite this equilibrium.
Entrepreneurs, he said, are forced to guess at their expected
total receipts. They cannot foresee the number of products they
will sell because of the unpredictability of consumer
preferences. Still, they must purchase product inputs, so they
base these purchases on the number of products they guess they
will sell. Finally, they have to guess the price at which their
products will sell. These factors are all uncertain and
impossible to know. Profits are earned when uncertainty yields
higher total receipts than forecasted total receipts. Thus,
Knight postulated, profits are merely due to luck. Such
entrepreneurs who "get lucky" will try to reproduce their
success, but will be unable to because their luck will eventually

At the time, some theorists were saying that when this luck runs
out, entrepreneurs will then rely on and substitute improved
decision making and management for their original
entrepreneurship, and the profits will return. Knight saw
entrepreneurs as poor managers, however, who will in time fail
against new and lucky entrepreneurs. He concluded that economic
change is a result of this constant interplay between new
entrepreneurial action and existing businesses hedging against
uncertainty by improving their internal organization.

Frank H. Knight has been called "among the most broad-ranging
and influential economists of the twentieth century" and "one of
the most eclectic economists and perhaps the deepest thinker and
scholar American economics has produced." He stands among the
giants of American economists that include Schumpeter and Viner.
His students included Nobel Laureates Milton Friedman, George
Stigler and James Buchanan, as well as Paul Samuelson. At the
University of Chicago, Knight specialized in the history of
economic thought. He revolutionized the economics department
there, becoming one the leaders of what has become known as the
Chicago School of Economics. Under his tutelage and guidance,
the University of Chicago became the bulwark against the more
interventionist and anti-market approaches followed elsewhere in
American economic thought. He died in 1972.


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.

A list of Meetings, Conferences and Seminars appears in each
Thursday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to

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  Go to 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,

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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or balance thereof are US$25 each.  For subscription information,
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