TCREUR_Public/141106.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

          Thursday, November 6, 2014, Vol. 15, No. 220

                            Headlines

B E L A R U S

BELGOSSTRAKH: Fitch Affirms 'B-' IFS Rating; Outlook Stable
EXPORT-IMPORT INSURANCE: Fitch Affirms 'B-' IFS Rating


B E L G I U M

ONTEX GROUP: Moody's Assigns '(P)Ba3' Rating to EUR250MM Notes


B U L G A R I A

CORPORATE COMMERCIAL: Cost of Failure More Expensive Than Rescue


I R E L A N D

* Two Otterbourg Members Named in 2014 Irish Legal 100


I T A L Y

MONTE DEI PASCHI: Lines Up Underwriting Deals for Share Sale
MONTE DEI PASCHI: Moody's Reviews Bond Ratings for Downgrade
WASTE ITALIA: Moody's Assigns '(P)B2' Corporate Family Rating


K A Z A K H S T A N

BANK RBK: S&P Revises Outlook to Positive & Affirms 'B-' Rating


N E T H E R L A N D S

BABSON EURO 2014-2: Fitch Assigns 'B-sf' Rating to Class F Notes
BABSON EURO 2014-2: Moody's Assigns 'B2' Rating to Class F Notes
ING GROEP: To Repay EUR1-Bil. State Aid Ahead of Schedule
MEDIARENA ACQUISITION: S&P Affirms 'B' CCR; Outlook Stable


N O R W A Y

PETROLEUM GEO-SERVICES: S&P Lowers CCR to 'BB-'; Outlook Negative


P O L A N D

BANK BPH: Moody's Puts 'D' BFSR on Review for Downgrade


R O M A N I A

RAM WEST: Property Firm Goes Insolvent


S P A I N

EOZEN: In Liquidation Due to Government Reforms


T U R K E Y

TURKCELL ILETISIM: S&P Revises Outlook to Pos. & Affirms BB+ CCR


U N I T E D   K I N G D O M

BEANSCENE: Files for Liquidation; Branches to Cease Trading
GKN HOLDINGS: S&P Raises Corp. Credit Rating From 'BB+'
LOCHFORCE PROPERTIES: Goes Into Liquidation
PETROPAVLOVSK PLC: Volynets-Lead Consortium Launches Rescue Bid
PHONES 4U: Investors Face Heavy Losses

ROADCHEF ISSUER: Fitch Affirms 'B+' Rating on Class A2 Notes
VOUGEOT BIDCO: S&P Affirms 'B' CCR; Outlook Stable

* UK: Bank of England Lays Out Failed-Bank Plan


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B E L A R U S
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BELGOSSTRAKH: Fitch Affirms 'B-' IFS Rating; Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed Belarusian Republican Unitary
Insurance Company's (Belgosstrakh) Insurer Financial Strength
(IFS) rating at 'B-'.  The Outlook is Stable.

KEY RATING DRIVERS

The rating reflects Belgosstrakh's 100% state ownership.  It also
reflects the presence of guarantees for insurance liabilities
under compulsory lines, the insurer's leading market position,
its sustainable profit generation, and its fairly strong capital
position.  The rating also takes into account the insurer's
potential exposure to reserving risk on employers' liability
insurance and the fairly low quality of its investment portfolio.

Belgosstrakh continues to demonstrate strong operating
performance with an operating profit of BYR695bn in 9M14 (9M13:
BYR377bn), primarily driven by investment return, and to a lesser
extent, by a positive underwriting result.  The profitability
trend in 2014 suggests that the improvement of the underwriting
result in 2013 was not just a one-off event due to a shift to the
accrual method from the cash method from 2013.

From a Prism Factor-Based Capital Model (Prism FBM) perspective,
Belgosstrakh scored nominally 'Extremely Strong' based on 2013
results.  However, Fitch believes that Belgosstrakh's capital is
significantly exposed to potential risks of a high concentration
of assets on its balance sheet that are directly linked to the
sovereign's credit profile.

Belgosstrakh is the exclusive provider of a number of compulsory
lines, including state-guaranteed employers' liability,
homeowners' property, agricultural insurance and a number of
other minor lines.  The Belarusian State has established strong
support for Belgosstrakh in a legal framework, including direct
guarantees on policyholder obligations and significant capital
injections in previous years.

Fitch also believes that the insurer may be exposed to reserving
risk on the employers' liability line due a non-standard
reserving methodology and this particular line's long tail.
However, these risks are, to a significant extent, offset by the
availability of a direct government guarantee on these policies.
Belgosstrakh expects that this guarantee would only be removed
upon a transfer of these obligations to a governmental social
security agency. This option is currently not under
consideration.

Belgosstrakh is the market leader in all compulsory lines and a
number of voluntary lines, including commercial property and
casualty, and travel insurance.  Together with its life
subsidiary Stravita, Belgosstrakh wrote 54% of sector premiums in
8M14 (2013: 51%).  The insurer's strong market positions are, to
some extent, underpinned by the preferential treatment provided
in the legislation governing state-owned insurers.

RATING SENSITIVITIES

Changes to Fitch's view of the financial condition of the
Republic of Belarus or significant changes in Belgosstrakh's
relationship with the government would likely have a direct
impact on the insurer's ratings.


EXPORT-IMPORT INSURANCE: Fitch Affirms 'B-' IFS Rating
------------------------------------------------------
Fitch Ratings has affirmed Export-Import Insurance Company of the
Republic of Belarus's (Eximgarant) Insurer Financial Strength
(IFS) rating at 'B-'.  The Outlook is Stable.

KEY RATING DRIVERS

The rating reflects Eximgarant's 100% state ownership and
presence of guarantees for insurance liabilities under compulsory
lines and export insurance, the insurer's strong market presence,
including its monopoly position as the Belarusian export credit
agency, its sustainable profit generation, and its relatively
strong capital position.  The rating also takes into account the
relatively low quality of the insurer's investment portfolio.

Eximgarant continues to demonstrate profitable operating
performance with net profit of BYR33bn in 9M14 (9M13: BYR41bn).
Both underwriting and investment activities were significant
contributors to the net result.  The insurer maintains a strong
underwriting result with the combined ratio a low 72% in 9M14
(9M13: 95%; 2013: 64%).

From a Prism factor-based capital model perspective, Eximgarant
scored nominally 'Extremely Strong' based on year-end 2013
results.  Fitch believes that the insurer's capital is
significantly exposed to the potential risks on the asset side of
the balance sheet.  These risks are highly concentrated and
directly linked to the sovereign's credit profile.

The Belarusian state has established strong support for
Eximgarant in a legal framework with the aim of developing a
well-functioning export insurance system.  The state's propensity
to support the company has been demonstrated by the availability
of a government guarantee on export insurance risks, significant
capital injections in previous years and the explicit inclusion
of Eximgarant's potential capital needs in Belarus's budgetary
system.

Eximgarant was founded as a public export credit agency, but
combines two profiles: the exclusive national provider of state-
guaranteed export insurance and a traditional non-life insurer.
Eximgarant was ranked third-largest by premiums written in
Belarus in 2013.  The insurer's strong market position is to some
extent underpinned by the preferential treatment provided in the
legislation governing state-owned insurers.

RATING SENSITIVITIES

Any change in Fitch's view of the financial condition of the
Republic of Belarus or any significant change in Eximgarant's
relationship with the government would be likely to have a direct
impact on the insurer's ratings.



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B E L G I U M
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ONTEX GROUP: Moody's Assigns '(P)Ba3' Rating to EUR250MM Notes
--------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)Ba3
rating to the EUR250 million senior secured notes, the EUR380
million first-lien facility, and the EUR100 million revolving
credit facility (RCF) to be issued by Ontex Group NV, with a
stable outlook. The senior proceeds from the secured notes due
2021 and the first-lien facility due 2019 together with EUR45
million cash from balance sheet will be used to repay the
existing debt and to pay transactions costs.

At the same time, Moody's has assigned a corporate family rating
(CFR) of B1 and probability of default rating (PDR) of B1-PD to
Ontex Group NV while also placing these ratings on review for
upgrade. This assignment is to reflect the level at which the new
debt will be raised. In addition, Moody's has also placed under
review for upgrade Ontex IV S.A.'s current instrument ratings,
including the Ba3 rating of the senior secured notes, and the B3
rating of senior unsecured notes. Should the refinancing
transaction conclude as envisaged, Moody's expectation is that
the CFR will be upgraded to Ba3 from B1 and a definitive Ba3
instrument rating on the new facilities will be assigned. The B1
CFR and B1-PD PDR assigned at Ontex IV S.A. have been withdrawn.

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

Ratings Rationale

The review for upgrade has been prompted by the announcement that
the company plans to raise EUR730 million through the issuance of
new senior secured notes, an RCF and a first-lien facility.
Moody's current expectation is that the CFR will be upgraded to
Ba3 from B1, as the proposed refinancing is expected to
substantially lower the company's cost of debt and therefore
improve its free cash flow generation, and its interest coverage,
and extend the debt maturity profile to 2019.

In addition, the ratings take into account Ontex's: (1) strong
market position in the production of retailer brand hygienic
disposable products in Europe; (2) track record of profitability
improvement as a result of favorable industry fundamentals and an
improved cost base following a cost restructuring program; (3)
recent solid trading and good liquidity profile.

However, the ratings also incorporate the company's: (1) exposure
to commodity price fluctuations (particularly crude oil); (2)
price-competitive nature of the industry with competition from
large branded products and retailer brand manufacturers; (3)
customer concentration with large retailers enjoying strong
bargaining power; (4) exposure to foreign exchange rate movements
with 38% of FY2013 sales generated in currencies other than Euro.

Ontex's YTD June 2014 revenues of EUR810 million were up 11.2%
vs. prior year, and up 8.4% on a like-for-like basis. Growth was
driven by good performance in all divisions, with increased
penetration of retailer brands in Mature Markets following
Kimberly-Clark's exit from the diaper markets in Western Europe,
new contracts won and good progress of the home delivery segment
in the Healthcare business. However, the robust performance of
Growth Markets and MEA divisions was affected by the continued
weakness in emerging market currencies, which reduced YTD June
2014 sales by EUR18 million.

YTD June 2014 management adjusted EBITDA reached EUR99 million,
an increase of +19.5% yoy, but was penalized by EUR5.2 million of
adverse currency effect (mainly in the first quarter of 2014),
and slightly increased raw materials costs. Part of the progress
is attributable to the consolidation of Serenity operations since
April 2013, with the remaining growth linked to enhanced product
mix with innovation, cost saving measures, and improved operating
leverage as a result of the production footprint right-sizing
program implemented over the last years. Consequently, for the 12
months ending 30 June 2014, EBITDA margin (as adjusted by
Moody's) improved to 13.7%, up from 13.4% in FY2013.

Compared to last year, YTD June 2014 change in working capital
turned negative at EUR33 million, versus EUR4 million positive
last period, due to a large consumption of EUR34 million in the
first quarter of 2014. This adverse change was mainly linked to
Serenity acquisition (longer customer payment terms in Italy and
nature of the public tender contracts), general business growth,
increase of VAT receivables, and rebuild of diaper inventories
after lower levels at the end of FY2013 with the higher demand
post Kimberly-Clark withdrawal.

However, pro forma for the refinancing, Moody's considers the
company's liquidity position to be good, underpinned by opening
cash balance of EUR7 million, EUR20 million available under its
Fortis EUR125 million factoring program (non-recourse basis), and
a fully undrawn new RCF which has been upsided by EUR25 million
to EUR100 million. There is also no mandatory debt amortization
prior to 2017, when the first-lien facility will start to
amortize. The RCF and first lien facility will benefit from a net
leverage maintenance covenant initially set at 4.00x with the
first test occurring in June 2015. Moody's assumes that the
company will maintain an adequate headroom under its financial
covenant. Starting from 2015, the company has a dividend policy
to pay out 35% to 40% of its net income, subject to the
availability of distributable results.

Pro-forma for the proposed refinancing, Moody's-adjusted leverage
is expected to be around 4.6x at the end of fiscal year 2014.
Following its IPO in June 2014, the company has the intention to
maintain a net leverage of approximately 2.0x -- 3.0x. This
compares to the company's reported 3.3x net leverage, pro forma
for the refinancing, for the 12-month period ending June 30,
2014.

The new debt facilities will include senior secured notes, a
first-lien facility and a RCF that are all ranked pari-passu.
Should the refinancing transaction conclude as envisaged, the
instrument rating of Ba3 on all three facilities will be in line
with the expected CFR of Ba3. Under the proposed draft senior
facility agreement (SFA), Ontex will have the ability to raise
new pari-passu debt (Additional Facility) up to either EUR250
million or until its net leverage (pro forma for the incremental
facility) is less than or equal to 3.25x.

What Could Change the Rating UP

Upward pressure on the B1 CFR would arise if Ontex gross leverage
in terms of debt/EBITDA reduces sustainably below 4.5x or RCF /
Net Debt increasing above 12% (with RCF defined as Moody's
Recurring Cash Flow).

What Could Change the Rating DOWN

Negative pressure on the B1 CFR would develop if leverage in
terms of debt/EBITDA increases above 5.5x in the next twelve
months and EBITA margin contracts sustainably below 10%.

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

Ontex Group NV (Ontex), based in Aalst-Erembodegem, Belgium, is a
leading manufacturer of branded and retailer brand hygienic
disposable products across Europe, the Middle East and Africa.
About 62% of the company's FY2013 sales came from private-label
products, with the remaining 38% from branded products. Ontex
operates three core divisions: baby products (which accounted for
53% of FY2013 revenue), adult incontinence products (33%) and
feminine care products (13%).



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CORPORATE COMMERCIAL: Cost of Failure More Expensive Than Rescue
----------------------------------------------------------------
Reuters reports that international creditors to crisis-hit lender
Corporate Commercial Bank warned Bulgarian authorities on Nov. 4
that letting the bank fail would be more expensive than saving it
and risked years of lawsuits.

In a letter to the government seen by Reuters, a group of
Corpbank's bondholders urged authorities to reconsider a rescue
offer put forward by a consortium last week that was rejected by
parliament and criticized by the central bank.

The letter also accuses the central bank, which took control of
Corpbank and shut down its operations after a bank run in June,
of actions that were either "negligent or wilfully deceptive"
about the extent of Corpbank's problems, Reuters discloses.

Corpbank's main owner has been charged with embezzlement, furious
depositors have not been able to access their accounts and an
international audit into the lender pointed to major failings in
how Corpbank was run, Reuters relates.

The Nov. 4 letter underscored the potentially messy fallout if
the central bank, also known as the Bulgarian National Bank
(BNB), decides to strip Corpbank of its license, Reuters notes.
The BNB is expected to announce a decision within days, Reuters
discloses.

"Simply put, the cost of bankrupting KTB will far outstrip even
the highest assumptions as to the amount of state assistance
required to rescue the bank and its depositors," Reuters quotes
the letter as saying.

The letter also argued stripping Corpbank of its license would
force hundreds of businesses to close, result in thousands of job
losses and tip the country into recession, Reuters states.

               About Corporate Commercial Bank AD

Corporate Commercial Bank AD is the fourth largest bank in
Bulgaria in terms of assets, third in terms of net profit, and
first in terms of deposit growth.

Bulgaria's central bank placed Corpbank under its administration
and suspended shareholders' rights in June 2014 after a run
drained the bank of cash to meet client demands.



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* Two Otterbourg Members Named in 2014 Irish Legal 100
------------------------------------------------------
Otterbourg P.C. members John J. Hanley, of the corporate group,
and Thomas P. Duignan, of the banking and finance group, have
been ranked in the 2014 Irish Legal 100 by the Irish Voice.
Awards were presented to the honorees on Oct. 30 during a
ceremony hosted by Anne Anderson, the Irish ambassador to the
United States, at her residence in Washington, DC.
The Irish Legal 100 is comprised of some of the most accomplished
and distinguished lawyers of Irish descent from all across the
United States.  The honorees were selected based upon peer
nominations, law school and bar association monitoring and other
legal rankings.  Lawyers are chosen from the judiciary,
government, law firms, in-house counsel and law schools.

Mr. Hanley represents hedge funds, investment banks, trading
desks, and special purpose vehicles in the purchase and sale of
bank loans and other financial claims in the U.S., European,
Latin American and Asia Pacific markets.  He also represents
lenders and arrangers in syndicated loan transactions and
underwriters, initial purchasers and placement agents in the
offering and sale of debt and equity securities in 144A and
Regulation D transactions.

Mr. Duignan focuses his practice on complex asset-based lending,
commercial lending, vendor and equipment financing, and on
representing buyers and sellers of financial assets.  He has
wide-ranging experience with syndicated and single lender
transactions, multicurrency transactions, cross border
transactions, letters of credit, and intercreditor arrangements.
His clients typically include banks, finance companies and hedge
funds.

                     About Otterbourg P.C.

Otterbourg P.C. offers clients a unique combination of legal
insight and practical solutions and is known for its integrity,
stability and business knowledge.  The firm regularly represents
clients in matters of national and international scope, including
institutional lenders and creditors such as banks, asset-based
lenders, hedge funds and private equity firms.  The firm's
practice includes domestic and cross-border financings,
litigation and alternative dispute resolutions, mergers and
acquisitions and other corporate transactions, real estate,
restructuring and bankruptcy proceedings, and trusts and estates.


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MONTE DEI PASCHI: Lines Up Underwriting Deals for Share Sale
------------------------------------------------------------
Sonia Sirletti, Ruth David and Elisa Martinuzzi at Bloomberg News
report that Banca Monte dei Paschi di Siena SpA is lining up
underwriting commitments for a share sale to raise as much as
EUR2.5 billion (US$3.1 billion) to fill its capital shortfall.

According to Bloomberg, people with knowledge of the discussions
said Monte Paschi, one of 25 lenders that failed Europe's bank
stress tests, will probably secure backing for the rights offer
from at least eight banks as well as its advisers UBS AG and
Citigroup Inc.  The people, as cited by Bloomberg, said Goldman
Sachs Group Inc. and Mediobanca SpA are among the banks
participating in the sale.

By underwriting the share sale, banks agree to purchase any stock
that investors don't buy, Bloomberg states.

Monte Paschi said on Nov. 2 it's planning to raise capital to
plug the EUR2.1 billion 'shortfall identified during a review
conducted by the European Central Bank, Bloomberg relates.  The
ECB took over responsibility for supervising euro region banks on
Nov. 4, Bloomberg recounts.

The bank's board was set to meet on Nov. 5 to discuss the plan,
which must be submitted to regulators by Nov. 10, Bloomberg
discloses.  According to Bloomberg, one of the people said the
board may decide to sell shares valued at less than EUR2.5
billion.

Monte Paschi, which already raised EUR5 billion from shareholders
this year to prepare for the test and repay some state aid, hired
UBS and Citigroup to explore strategic options after the ECB's
review found it had the biggest capital gap of the 130 lenders
tested, Bloomberg relays.

                     About Monte dei Paschi

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.


MONTE DEI PASCHI: Moody's Reviews Bond Ratings for Downgrade
------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
Baa3 ratings of the covered bonds issued by Banca Monte dei
Paschi di Siena S.p.A. (deposits B1 on review for downgrade, bank
financial strength rating E/adjusted baseline credit assessment
caa2).

Ratings Rationale

The rating actions follow the review for downgrade of the issuer
ratings initiated on October 30, 2014.

Key Rating Assumptions/Factors

Moody's determines covered bond ratings using a two-step process:
an expected loss analysis and a timely payment indicator (TPI)
framework analysis.

EXPECTED LOSS: Moody's uses its Covered Bond Model (COBOL) to
determine a rating based on the expected loss on the bond. COBOL
determines expected loss as (1) a function of the probability
that the issuer will cease making payments under the covered
bonds (a CB anchor event), and (2) the stressed losses on the
cover pool assets following a CB anchor event.

The CB anchor for mortgage covered bonds is the senior unsecured
rating plus zero notches given the debt ratio is <5 %.

The cover pool losses are an estimate of the losses Moody's
currently models following a CB anchor event. Moody's splits
cover pool losses between market risk and collateral risk. Market
risk measures losses stemming from refinancing risk and risks
related to interest-rate and currency mismatches (these losses
may also include certain legal risks). Collateral risk measures
losses resulting directly from the cover pool assets' credit
quality. Moody's derives collateral risk from the collateral
score.

The cover pool losses of Banca Monte dei Paschi di Siena S.p.A.'s
covered bonds are 19%, with market risk of 14% and collateral
risk of 5%. The collateral score for this program is currently
7.5%. The over-collateralization (OC) in this cover pool is
46.3%, of which the issuer provides 20.5% on a "committed" basis.
The minimum OC level that is consistent with the current Baa3
rating target is 1.5%. These numbers show that Moody's is not
relying on "uncommitted" OC in its expected loss analysis.

For further details on cover pool losses, collateral risk, market
risk, collateral score and TPI Leeway across covered bond
programs rated by Moody's, please refer to "Moody's Global
Covered Bonds Monitoring Overview", published quarterly. All
numbers in this section are based on the most recent Performance
Overviews (based on data as of 30 June 2014).

TPI FRAMEWORK: Moody's assigns a TPI, which measures the
likelihood of timely payments to covered bondholders following a
CB anchor event. The TPI framework limits the covered bond rating
to a certain number of notches above the CB anchor.

Moody's has assigned a TPI of Probable to Banca Monte dei Paschi
di Siena S.p.A.'s covered bonds.

Factors That Would Lead to an Upgrade Or Downgrade of the Rating:

The CB anchor is the main determinant of a covered bond program's
rating robustness. A change in the level of the CB anchor could
lead to an upgrade or downgrade of the covered bonds. The TPI
Leeway measures the number of notches by which Moody's might
lower the CB anchor before downgrading the covered bonds because
of TPI framework constraints.

The TPI Leeway is limited, and thus any reduction of the CB
anchor may lead to a downgrade of the covered bonds.

A multiple-notch downgrade of the covered bonds might occur in
certain limited circumstances, such as (1) a sovereign downgrade
negatively affecting both the CB anchor and the TPI, (2) a
multiple-notch downgrade of the CB anchor, or (3) a material
reduction of the value of the cover pool.

Rating Methodology

The principal methodology used in this rating was "Moody's
Approach to Rating Covered Bonds", published in March 2014.


WASTE ITALIA: Moody's Assigns '(P)B2' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a provisional corporate
family rating (CFR) of (P)B2 to Waste Italia S.p.A.
Concurrently, Moody's has also assigned a (P)B2 rating to the
proposed EUR200 million senior secured notes due 2019. The
outlook is stable. This is the first time Moody's has assigned a
rating to Waste Italia.

The proceeds of the notes, together with a EUR44.5 million
capital contribution from Waste Italia's parent, Kinexia S.p.A.
("Kinexia", unrated), will be used to repay existing senior debts
and intergroup loans, the acquisition of Geotea S.p.A. ("Geotea",
unrated) as well as to fund acquisitions from Kinexia. The
remaining proceeds, approximately EUR10 million, will be used for
general corporate purposes.

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

Ratings Rationale

Waste Italia's (P)B2 CFR reflects the company's: (1) Vertically
integrated business model in its core regions of Piedmont and
Lombardy; (2) High margins on landfill disposal; (3) Large
remaining landfill capacity compared to local competitors
following planned acquisitions; (4) High customer retention
rates.

The rating also takes into account: (1) The company's limited
scale and geographical diversification; (2) Uncertainty
associated with maintaining future landfill capacity; (3)
Potential margin dilution as the group expands into other sectors
within waste management; (4) Cyclical industry dependent on the
Italian economy.

At the same time, the (P)B2 CFR assumes a liquidity profile which
Moody's anticipates to be supported by the EUR 15 million
revolving credit facility Waste Italia intends to sign shortly
after the closing of the transaction.

Waste Italia is a well-established player in its core markets of
Piedmont and Lombardy in Northern Italy. Its vertically
integrated model spans collections, sorting & treatment, bio-gas
and landfill and focuses on non-hazardous commercial waste. Its
planned acquisition of Geotea will provide it with around
3,185ktons of additional landfill capacity in the neighboring
province of Liguria.

Pro forma the planned acquisitions, its key assets are 8 active
landfill sites across Piedmont, Lombardy and Liguria, which have
a combined remaining capacity of around 5,191ktons as of June
2014, 1,326 ktons of which is awaiting final approval (while a
further 950ktons have been submitted for authorization in October
2014). Landfill disposals are estimated to account for around 60%
of the group's EBITDA (pro forma June 2014). This business model,
combined with the company's scale compared to local competitors,
has historically enabled Waste Italia to defend its high margins.
However, while the company's scale is large compared to its
competitors in the fragmented waste management market in Northern
Italy, its rating is constrained by its small scale compared to
international peers and its concentrated geographical focus.

Moody's notes the specific nature of operating in Italy, where
Italian laws mean that customers retain responsibility for their
waste, even after it has been collected and disposed of by
companies like Waste Italia. This results in commercial waste
producers in Italy putting a strong emphasis on the reputation
and track record of the companies they contract to collect their
waste. This strengthens barriers to entry and enhances the
position of trusted incumbents such as Waste Italia, as evidenced
by the company's diversified client base of over 3,000 customers
with an average customer retention rate of around 98%, despite
the short term nature of the majority of its contracts.

The sustainability of Waste Italia's business model relies on
maintaining sufficient lifespan in its landfill capacity in order
to cover at least 3 years of the waste volumes it plans to
dispose. However, the authorization process to get approval for
landfill expansions and new landfill sites has become a more
cumbersome process in recent years, with authorizations from
local authorities for increased landfill capacity taking 2-3
years for approval. It is also the case that landfill capacity as
a whole has been declining in Italy over the last few years, and
while this defends the margins on existing landfill, it makes
acquiring additional capacity, either through authorized
expansions or acquisitions, more difficult. In this regard, the
acquisition of Geotea will expand the landfill capacity lifespan
of the group to around seven years (pro forma LTM June 2014).
However, Moody's expects Waste Italia to rapidly ramp up its
disposal volumes to a level where it sustains a landfill capacity
lifespan of around 4 years.

Waste Italia's most profitable division is landfill (with an
EBITDA margin of over 55%) and as the group diversifies into
other areas in the future, while volumes are likely to grow, the
group's overall EBITDA margin of around 40% maybe impacted.
Specifically, the proposed initiative for the company to recycle
more of the waste it collects, on the one hand this will enable
Waste Italia to process increased volumes of waste while
preserving its landfill capacity, on the other, the EBITDA
margins on its Selection and Treatment division are around 10-
15%, thereby reducing the profitability of this waste compared to
sending it to landfill. Also, the company's stated intention to
expand into other related areas in the short to medium term, such
as hazardous waste, liquid waste and landfill remediation, could
lead to dilution of the group's overall margins.

Moody's also notes that the waste management industry is
inherently a cyclical business and the growth of Waste Italia
relies on the health of the Italian economy as a whole and
therefore on its continued recovery.

Moody's adjusted debt/EBITDA for the last twelve months to June
2014 (pro forma for the acquisitions and refinancing) is
approximately 4.6x, and represents a constraining factor for the
current rating. Moody's expects that gradual EBITDA improvement
together with principal repayments on the senior notes via its
mandatory excess cash flow offer, will enable Waste Italia to
delever towards 4.0x over the next couple of years.

Waste Italia's liquidity profile is adequate. Moody's expects
Waste Italia's cash balance of EUR 12 million at closing to be
supported by the EUR 15 million super senior revolving credit
facility Waste Italia intends to enter into shortly after the
transaction closes. Moody's expects positive free cash flow over
the next few years, as Waste Italia benefits from a lower capital
spend on the back of the comparatively large amounts of landfill
capacity the group will gain as part of the acquisitions in this
transaction. This should enable the group to meet its mandatory
repayment obligations under the senior secured notes' excess cash
flow offer. The RCF will have a single springing covenant with
headroom set at 30%.

The (P)B2 rating on the senior secured notes is in line with the
CFR reflecting the preponderance of this instrument in the
capital structure as well as the subordination to the super
senior revolver.

Outlook

The stable outlook reflects Moody's expectation that Waste Italia
will manage growth in a way that will allow the company to reduce
leverage towards its stated target of reaching net debt /EBITDA
of 3.0x (on a reported basis) within the next three years. In
particular Moody's does not expect Waste Italia to upstream any
dividend to its parent, Kinexia, in the next few years.

What Could Change the Rating UP

While there is no near term upward rating pressure, the
continuing expansion of the company's operations together with a
sustained increase in landfill capacity lifespan, that would
enable the maintenance of the group's high margins and deliver
further operating cash flow growth, resulting in Moody's adjusted
leverage falling towards 3.5x, could lead to an upgrade on the B1
rating in the medium term.

What Could Change the Rating DOWN

Waste Italia's rating could come under pressure if (i) Moody's
adjusted debt/EBITDA rises above 5.0x; (ii) landfill capacity
lifespan falls below three years of utilization; (iii) the
group's expansion into other waste management operations leads to
margin dilution, resulting in pressure on its liquidity profile.

Principal Methodologies

The principal methodology used in this rating was Environmental
Services and Waste Management Companies published in June 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.

Corporate Profile

Headquartered in Milan, Waste Italia is a waste management
company based in Northern Italy. Its vertically integrated
business operates in the collections, processing and recycling,
landfill disposal and biogas, with a focus on non-hazardous
special (commercial) waste. Its main regions of operations are
Lombardy, Piedmont and pro forma for the acquisition of Geotea,
Liguria, where it has 7 service centers and depots operating a
fleet of 150 vehicles (of which 65 are owned), 10 sorting and
treatment plants and 13 landfills sites of which 8 are active. In
addition to this, the group operates through third party
partnership agreements to provide waste management services
throughout Italy. In the last twelve months to June 2014, Waste
Italia had revenues of EUR 127 million (pro forma its planned
acquisitions).



===================
K A Z A K H S T A N
===================


BANK RBK: S&P Revises Outlook to Positive & Affirms 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Kazakhstan-based Bank RBK to positive from stable and affirmed
its 'B-' long-term and 'C' short-term counterparty credit ratings
on the bank.  At the same time, S&P raised its Kazakhstan
national scale rating on Bank RBK to 'kzBB' from 'kzBB-'.

The rating action reflects S&P's view that Bank RBK's competitive
position in Kazakhstan's banking system and diversity of
activities continues to strengthen.  S&P expects Bank RBK to gain
a position among the top 10 Kazakh banks by total assets in 2015,
in line with its growth strategy and in view of the announced
merger between competitors, Kazkommertsbank and BTA Bank.  Bank
RBK's market share by total assets has increased to 2.1% on
Oct. 1, 2014, from 0.2% on Nov. 1, 2011.

S&P believes Bank RBK's asset growth is sustainable and, even if
not immune to risk, it should help the bank improve the quality
and diversity of its revenues base, with a more diversified
clientele.  S&P thinks that the entrance of a few influential
Kazakh individuals into the bank's shareholder base -- through
injections totalling Kazakhstan tenge (KZT)20 billion to date in
2014 -- will likely enable Bank RBK to cement its position among
midsize Kazakh banks in the next few years and continue its
expansion.  S&P expects Bank RBK to continue to increase its
participation in government programs to develop and diversify the
Kazakh economy, along with large and midsize Kazakh banks.

S&P believes that Bank RBK has broadened its customer base over
the past three years and will continue to do.  As of Oct.1, 2014,
the loan portfolio breakdown is 20% retail loans, 57% loans to
small and midsize enterprises (SMEs), and the remainder 23%
corporate loans.  Single-name concentrations in the bank's loan
and deposit portfolios remain high in a global comparison, but
S&P expects them to decrease following further growth in the
bank's retail franchise and expansion of its regional network.
S&P consequently considers that Bank RBK is on a path toward a
more resilient and universal banking model than in the past.

This said, S&P views with caution Bank RBK's aggressive growth
that substantially exceeded the market average over the past
three years.  In S&P's opinion, the ultimate success of the
bank's strategy will depend on its ability to manage risks in
properly underwriting and pricing its rapidly expanding loan
portfolio, and its ability to attract high quality borrowers,
further diversify its franchise, and obtain sufficient resources
(both capital and deposits) to match its growth targets and
demonstrate good profitability.  S&P considers the bank still has
to demonstrate it can translate high loan growth into stronger
and more stable core earnings, which is not the case.  Any
improvement of S&P's view of the bank's business position to
"moderate" from "weak" currently would hinge on the bank not only
following a volume strategy but also demonstrating further
evidence that scale and diversity are improving the quality and
level of earnings, in line with midsize peers in Kazakhstan.

The positive outlook reflects Bank RBK's progress in
strengthening its share in the Kazakh banking market and
diversifying its customer base, and S&P's expectation that these
efforts will continue.

S&P could upgrade the bank over the next 12-18 months if it
managed to sustain good asset quality and gradually improved its
risk-adjusted profitability as it broadens business
diversification, while continuing to grow its market franchise,
albeit less aggressively than previously.

S&P could revise the outlook to stable or even take a negative
rating action if, contrary to its expectations, Bank RBK's risk
appetite continued to grow rapidly or asset quality deteriorated
markedly, preventing the bank from sustainably improving its
risk-adjusted profitability metrics and squeezing its capital
ratios.



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


BABSON EURO 2014-2: Fitch Assigns 'B-sf' Rating to Class F Notes
----------------------------------------------------------------
Fitch Ratings has assigned Babson Euro CLO 2014-2 B.V.'s notes
final ratings, as:

Class A-1 notes: 'AAAsf'; Outlook Stable
Class A-2 notes: 'AAAsf'; Outlook Stable
Class B-1 notes: 'AAsf'; Outlook Stable
Class B-2 notes: 'AAsf'; Outlook Stable
Class C notes: 'Asf'; Outlook Stable
Class D notes: 'BBBsf'; Outlook Stable
Class E notes: 'BBsf'; Outlook Stable
Class F notes: 'B-sf; Outlook Stable

Subordinated Notes: not rated

Babson Euro CLO 2014-2 B.V. is an arbitrage cash flow CLO.  Net
proceeds from the notes were used to purchase a EUR550m portfolio
of European leveraged loans and bonds.

KEY RATING DRIVERS

Average Portfolio Credit Quality

Fitch expects the average credit quality of obligors in the
underlying portfolio to be in the 'B' category.  Fitch has credit
opinions on 79 of the 80 obligors in the identified portfolio.
The Fitch weighted average rating factor of the portfolio is
36.3%, above the covenanted minimum for the ratings of 35.5%.

High Expected Recoveries

At least 90% of the portfolio will comprise senior secured
obligations.  Fitch views the recovery prospects for these assets
as higher than for second-lien, unsecured and mezzanine assets.
Fitch has assigned Recovery Ratings to 79 of the 80 obligors in
the identified portfolio.  The weighted average recovery rate of
the identified portfolio is 63.9%, below the covenanted minimum
for the ratings of 66%.  The manager must meet this covenant by
the end of the ramp up period.

Limited Interest Rate Risk

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 class A-1, A-2, B-1 and B-2 notes due to 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 in this scenario, subject to certain conditions.

Partial Interest Rate Hedge
Between 7.5% and 20% of the portfolio may be invested in fixed-
rate assets, while fixed rate liabilities account for 10.9% of
the target par amount.  Therefore the transaction is partially
hedged against rising interest rates.

Limited FX Risk

Any non-euro-denominated assets have to be hedged with perfect
asset swaps as of the settlement date.  The transaction is
allowed to invest up to 20% of the portfolio in non-euro-
denominated assets.

TRANSACTION SUMMARY

The portfolio is managed by Babson Capital Europe Limited.  The
reinvestment period is scheduled to end in 2018.

The transaction documents may be amended subject to rating agency
confirmation or note holder approval.  Where rating agency
confirmation relates to risk factors, Fitch will analyze the
proposed change and may provide a comment if the change would not
have a negative impact on the then current ratings.  Such
amendments may delay the repayment of the notes as long as
Fitch's analysis confirms the expected repayment of principal at
the legal final maturity.

If in the agency's opinion the amendment is risk-neutral from the
perspective of the rating Fitch may decline to comment.
Noteholders should be aware that confirmation is considered to be
given in the case where 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 the expected recovery rates would lead to a
downgrade of up to four notches for the rated notes.


BABSON EURO 2014-2: Moody's Assigns 'B2' Rating to Class F Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to notes issued by Babson Euro CLO
2014-2 B.V.:

EUR269,500,000 Class A-1 Senior Secured Floating Rate Notes due
2027, Definitive Rating Assigned Aaa (sf)

EUR46,000,000 Class A-2 Senior Secured Fixed Rate Notes due
2027, Definitive Rating Assigned Aaa (sf)

EUR55,400,000 Class B-1 Senior Secured Floating Rate Notes due
2027, Definitive Rating Assigned Aa2 (sf)

EUR14,000,000 Class B-2 Senior Secured Fixed Rate Notes due
2027, Definitive Rating Assigned Aa2 (sf)

EUR35,800,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2027, Definitive Rating Assigned A2 (sf)

EUR27,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2027, Definitive Rating Assigned Baa2 (sf)

EUR39,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2027, Definitive Rating Assigned Ba2 (sf)

EUR20,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2027, Definitive Rating Assigned B2 (sf)

Ratings Rationale

Moody's definitive rating of the rated notes addresses the
expected loss posed to noteholders by legal final maturity of the
notes in 2027. The definitive ratings reflect the risks due to
defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, Babson Capital
Europe Limited ("Babson"), has sufficient experience and
operational capacity and is capable of managing this CLO.

Babson Euro CLO 2014-2 is a managed cash flow CLO. At least 90%
of the portfolio must consist of secured senior obligations and
up to 10% of the portfolio may consist of unsecured senior
obligations, second-lien loans, mezzanine obligations and high
yield bonds. The percentage of the portfolio that can pay
interest at a fixed rate will vary between 7.5% and 20%, whilst
classes A-2 and B-2 are the only classes paying fixed rate
interest. The portfolio is expected to be 60% ramped up as of the
closing date and to be comprised predominantly of corporate loans
to obligors domiciled in Western Europe. The remainder of the
portfolio will be acquired during the six month ramp-up period in
compliance with the portfolio guidelines.

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

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR 58,300,000 of subordinated notes. Moody's
has not assigned a rating to this class of notes.

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

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

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

Loss and Cash Flow Analysis:

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

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

Par Amount: EUR 550,000,000

Diversity Score: 35

Weighted Average Rating Factor (WARF): 2785

Weighted Average Spread (WAS): 4.10%

Weighted Average Coupon (WAC): 6.00%

Weighted Average Recovery Rate (WARR): 39.75%

Weighted Average Life (WAL): 8 years.

Moody's has analyzed the potential impact associated with
sovereign related risk of countries with non-Aaa ceilings. As
part of the base case, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
country risk ceiling of A1 or below. Following the effective
date, and given the portfolio constraints and the current
sovereign ratings of eligible countries, such exposure may not
exceed 10% of the total portfolio, where exposures to countries
local currency country risk ceiling of A3 or below cannot exceed
5% (with none allowed below Baa3). As a result and in conjunction
with the current foreign government bond ratings of the eligible
countries, as a worst case scenario, a maximum 5% of the pool
would be domiciled in countries with Aa3 local currency country
ceiling and 5% in A3 local currency country ceiling. The
remainder of the pool will be domiciled in countries which
currently have a local currency country ceiling of Aaa. Given
this portfolio composition, the model was run with different
target par amounts depending on the target rating of each class
of notes as further described in the methodology. The portfolio
haircuts are a function of the exposure size to peripheral
countries and the target ratings of the rated notes and amount to
0.75% for the class A-1 and A-2 notes, 0.50% for the Class B-1
and B-2 notes, 0.38% for the Class C notes and 0% for Classes D,
E and F.

Stress Scenarios:

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

Percentage Change in WARF: WARF + 15% (to 3203 from 2785)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating Rate Notes: 0

Class A-2 Senior Secured Fixed Rate Notes: 0

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

Class B-2 Senior Secured Fixed Rate Notes: -1

Class C Senior Secured Deferrable Floating Rate Notes:-2

Class D Senior Secured Deferrable Floating Rate Notes: -1

Class E Senior Secured Deferrable Floating Rate Notes: 0

Class F Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3621 from 2785)

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

Class A-2 Senior Secured Fixed Rate Notes: -1

Class B-1 Senior Secured Floating Rate Notes: -3

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

Class C Senior Secured Deferrable Floating Rate Notes: -3

Class D Senior Secured Deferrable Floating Rate Notes: -2

Class E Senior Secured Deferrable Floating Rate Notes: -1

Class F Senior Secured Deferrable Floating Rate Notes: -1

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.


ING GROEP: To Repay EUR1-Bil. State Aid Ahead of Schedule
---------------------------------------------------------
Martin Arnold at The Financial Times reports that ING Groep is
seeking to restart dividend payments early next year, after the
Dutch financial services group said it would repay the last EUR1
billion of state aid six months ahead of schedule.

The move illustrates how ING has bounced back from its near-
collapse during the financial crisis faster than some other
bailed out European lenders such as Royal Bank of Scotland and
Spain's Bankia, the FT notes.

ING was given a clean bill of health by the European Central
Bank's asset quality review and stress tests last week, the FT
relates.  That announcement cleared the way for it to pay back
the final part of the various forms of taxpayer support it
received during the crisis, the FT states.

After announcing third-quarter results on Nov. 5, the group told
analysts it would pay a dividend of 40% of next year's profits in
and was in talks with regulators about restarting the payout even
earlier -- with its full-year results in February, the FT relays.

ING, as cited by the FT, said it would repay EUR1.02 billion of
aid on November 7, half a year ahead of the schedule agreed with
the European Commission in 2012.  The group added that the Dutch
state would have earned an annualized investment return of 12.7%
on the core tier one securities the government used to bail it
out in 2008, the FT notes.

The Dutch group also unveiled quarterly results on Nov. 5, the FT
relates.  Its net profit of EUR928 million was below consensus
estimates of EUR1.1 billion, the FT states.  But excluding the
impact of a EUR400 million goodwill writedown on its insurance
arm, analysts at Citigroup said the results were well ahead of
expectations, according to the FT.

ING Groep N.V. is a global financial institution offering
banking, investments, life insurance and retirement services to
meet the needs of the customers.  The Company's segments include
banking and insurance.


MEDIARENA ACQUISITION: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B'
long-term corporate credit rating on MediArena Acquisition B.V.,
the parent company of Netherlands-based Endemol Holdings B.V.
The outlook is stable.

At the same time, S&P assigned its 'B' issue rating to the
proposed $300 million equivalent (EUR232 million) incremental
first-lien facility.

In addition, S&P affirmed its 'B' issue ratings on the EUR125
million revolving credit facility (RCF) maturing in 2019, and
EUR700 million equivalent first-lien term loan maturing in 2021.
The recovery rating on all the first-lien debt is '3', indicating
S&P's expectation of meaningful (50%-70%) recovery prospects in
the event of a payment default.

Finally, S&P affirmed its 'CCC+' issue rating on MediArena's $457
million second-lien term loan maturing in 2022.  The recovery
rating on this instrument is '6', indicating S&P's expectation of
negligible (0%-10%) recovery in the event of a payment default.

The ratings on MediArena reflect S&P's view of its "highly
leveraged" financial risk profile and "fair" business risk
profile.

S&P's assessment of MediArena's financial risk profile is based
on the proposed capital structure, which S&P assumes will be
effective from the end of 2014.  S&P estimates that MediArena
will have a Standard & Poor's-adjusted debt-to-EBITDA ratio of
around 6x at the end of 2015.  This ratio includes the proposed
US$300 million-equivalent incremental first-lien loan; existing
EUR700 million equivalent first-lien term loan; and US$457
million second-lien loan.  It further includes EUR23.5 million of
deferred considerations and EUR115 million of the net present
value of operating leases.  S&P's assessment reflects the
intention of the owners to finance MediArena and Core separately
and have no recourse, guarantees, or cross-default provisions
against each other.

S&P's estimate of MediArena's EBITDA for 2015 is about EUR225
million-EUR235 million pro forma for Shine's contribution and
including EUR40 million uplift from operating lease adjustments,
and up to EUR15 million in dividends from equity-accounted
subsidiaries.  S&P do not incorporate any synergies in this
number, as expected restructuring expenses exceed the amount of
expected synergies and are part of the EBITDA calculation,
according to S&P's criteria.

S&P continues to assess MediArena's business risk profile as
being at the high end of the "fair" category.  In S&P's opinion,
the proposed acquisition enhances Endemol's market leading
positions, content and geographical diversification, and
decreases the company's customer and format concentration risks.
At the same time, the transaction will constrain the combined
company's profitability, as Shine's EBITDA margin is
significantly lower than Endemol's.  S&P anticipates that
MediArena will have particularly strong positions in its key
markets: the U.K., the U.S., Southern Europe, Scandinavia, and
The Netherlands.  Its global presence in more than 30 countries
and its diverse library of more than 3,000 television programs
provide further support to the business risk assessment.  At the
same time, S&P expects the combined entity's adjusted EBITDA
margin to decline from around 14.8% in 2014 (stand-alone Endemol)
to closer to 11% in 2015, reflecting the lower profitability of
Shine's operations and high restructuring spend.  MediArena
operates in the highly competitive and fragmented film and
television programming industry, and is exposed to inherent
volatility of viewers' tastes and cyclical spending on
advertising.  S&P anticipates that, on a combined basis,
MediArena will partly mitigate such risks by generating a high
proportion of recurring revenues from highly successful shows.
The reason we believe in the recurring nature of such revenues is
that both Endemol and Shine have successfully produced follow-up
series for their most successful shows and/or sold them to other
countries in the past, and are likely to continue doing so.

The rating on MediArena is at the same level as its SACP.  S&P
assess MediArena as a "non-strategic" subsidiary for its 50%
parent, Twenty-First Century Fox Inc. (Fox) because, at the
moment, the two entities remain legally, operationally, and
financially separate.  In particular, there are no specific
incentives, such as cross-default clauses or guarantees, which
would require a long-term financial commitment by Fox to
MediArena.  S&P also believes that the joint control position
with Apollo may limit prospects for any support from Fox should
MediArena fall into financial difficulty.

On a combined basis, S&P expects the company's earnings to grow
steadily over the medium term, primarily thanks to growth in the
television shows and series production market.  Earnings will
also be helped by MediArena's continuous cost-reduction efforts,
implemented in order to withstand pricing pressures that most of
Endemol's and Shine's customers are likely to exercise.  These
positives are tempered by MediArena's exposure to the television
program production and distribution market where it generates the
majority of its earnings, and its relatively modest size compared
with larger, vertically integrated, and diverse peers, such as
ITV and some film studios.

S&P's base case assumes:

   -- Flat revenue growth in financial 2014 for Endemol in line
      with year-to-date trading.  Under S&P's base-case scenario,
      MediArena will post about EUR2 billion revenues in 2015, on
      a combined basis for Endemol and Shine.  S&P models a 3%-5%
      growth thereafter supported by strengthening economic
      recovery and expansion into online digital business.

   -- Adjusted EBITDA margin at about 15% in 2014 with cost-
      control measures offsetting pricing pressure from
      broadcasters.  The margin will weaken to about 11% in 2015,
      following consolidation of lower-margin Shine.  Capital
      expenditures (capex) of up to EUR30 million-EUR40 million
      per year, of which the maintenance component accounts for
      about EUR10 million.

   -- S&P assumes an approximate EUR5 million-EUR10 million
      yearly spend on bolt-on acquisitions beyond 2014.

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

   -- Standard & Poor's-adjusted debt to EBITDA of 6x-5x and
      funds from operations (FFO) to debt of 8%-10% through to
      Dec. 31, 2016.

   -- EBITDA interest coverage of about 2.0x-2.5x over the two-
      year period to 2016.

   -- Reported free operating cash flow (FOCF) to turn mildly
      positive in 2016, following the EUR26 million negative in
      2014, reflecting transaction costs, and EUR10 million
      negative in 2015 because of higher capex and spending on
      acquisition-related restructuring.

The stable outlook reflects S&P's view that MediArena will
sustain positive underlying revenue growth of up to 5% per year
on a like-for-like basis, while maintaining operating
profitability of close to 10% from 2016 onward, on a reported
basis, and close to 9% before that.  In S&P's view, such
developments will likely occur despite the weak trading
environment in Southern Europe and pricing pressure in the
company's largest markets, the U.S., and the U.K.  In terms of
credit metrics, S&P would view EBITDA to interest coverage of at
least 2x alongside positive cash flow generation and "adequate"
liquidity as commensurate with the 'B' rating.

S&P could consider an upgrade if MediArena generates sufficient
EBITDA (including restructuring and one-off operating expenses)
to sustainably cover its interest expenses by at least 2.5x,
while improving its FOCF generation to a more meaningful level.
This would need to be underpinned by the company successfully
expanding into the online digital segment, and raising the share
of the higher-margin recurring shows in its portfolio.

S&P could lower the rating if adjusted EBITDA to interest
coverage drops to less than 2x, if MediArena fails to generate
positive FOCF, or its liquidity weakens.  This would most likely
be caused by deteriorating operating margins due to the company's
inability to adjust the cost base to market pricing.  This
scenario could also occur due to stress on working capital
following delays of a number of commissioned shows, and growth of
the partly deficit-funded TV-series segment.



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


PETROLEUM GEO-SERVICES: S&P Lowers CCR to 'BB-'; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
long-term corporate credit rating on Norway-based seismic group
Petroleum Geo-Services ASA (PGS) to 'BB-' from 'BB'.  The outlook
is negative.

At the same time, S&P also lowered its issue ratings on PGS' term
loan and unsecured notes to 'BB-' from 'BB'.  The recovery rating
of '3' on the term loan indicates S&P's expectation of meaningful
recovery (50%-70%) in the event of a payment default.  The
recovery rating of '4' on the notes indicates S&P's expectation
of average recovery (30%-50%) in a default scenario.

The downgrade mainly reflects the material decline in S&P's base
case for PGS, in which it forecasts weaker credit metrics over
the 2014-2016 compared with S&P's previous base case.  In
particular, S&P now assumes PGS' funds from operations (FFO) to
debt will be close to 20% in 2014 and in the low 20s in 2015.
S&P thinks this level is still commensurate with PGS'
"significant" financial risk profile because of the company's
ongoing capital expenditure (capex) program for new builds and
the current market environment, which appears to be in a low
cycle.

S&P believes that over the next few years PGS faces greater
uncertainty regarding multi-client sales, associated prefunding,
and supply-and-demand trends in key markets than S&P previously
assumed.  PGS' clients are postponing some investment decisions
and becoming increasingly focused on limiting costs and improving
their cash position.  S&P takes into consideration its downward
revision of oil prices for the forecast period, including $85 per
barrel for the rest of 2014 and $90 thereafter.  S&P sees any
pick-up in demand as unlikely, at least until 2016.

The negative outlook reflects that S&P could lower the rating
further if PGS' funds from operations-to-debt ratio fell below
20% for an extended period, leading S&P to revise its financial
risk profile assessment to "aggressive" from "significant."
However, S&P currently estimates that this ratio will remain
close to 20% in 2014 and 2015.  S&P anticipates that PGS will not
face cost overruns in its new-build capex program and that it
will continue to manage liquidity adequately and adhere to its
financial targets.

S&P would downgrade PGS by one notch if there is a downward
deviation to its base case, translating into a decline in FFO to
debt to less than 20% for an extended period.  This could happen,
for instance, if EBITDA does not increase in line with S&P's base
case.

S&P could revise the outlook to stable if it believed that the
FFO-to-debt ratio would strengthen to the mid-20s sustainably,
given the uncertainty of seismic services demand.  This would
also require commitment to prudent financial policies and more
visibility on multi-client sales.



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


BANK BPH: Moody's Puts 'D' BFSR on Review for Downgrade
-------------------------------------------------------
Moody's Investors Service has downgraded Bank BPH S.A.'s (BPH)
long- and short-term deposit ratings to Baa3/Prime-3 from
Baa2/Prime-2 and placed them on review for further downgrade,
following the recent announcement by General Electric Company
that it is exploring strategic options for the sale of the
ownership in BPH held by the bank's ultimate parent -- General
Electric Capital Corporation (GECC; A1, stable).

The rating agency also placed on review for downgrade the bank's
standalone bank financial strength rating (BFSR) of D, equivalent
to a baseline credit assessment (BCA) of ba2.

Ratings Rationale

  Deposit Ratings Downgraded and Placed On Review for Further
  Downgrade

GECC's intention to divest the Polish arm signals that BPH is no
longer a strategic fit for the GE group's long-term strategy. As
a result, Moody's has reassessed its assumptions of parental
extraordinary support to "high" from "very high", leading to a
reduction in the notching of uplift from the bank's standalone
BCA to two notches from three notches.

Furthermore, specific plans for the possible sale transaction
and/or potential buyers have not yet emerged, creating
uncertainties with respect to the level of extraordinary support
that BPH could receive in the future.

The review for further downgrade reflects the review for
downgrade on the bank's BFSR.

  Bank Financial Strength Rating On Review for Downgrade

Moody's has placed on review BPH's BFSR of D to reflect BPH's
almost full reliance on GECC for foreign-currency (FX) funding
related to the bank's large FX mortgage loan book, and also to
consider whether the bank's business and financial fundamentals
remain compatible with the current ba2 BCA. While GECC's FX
funding commitments to BPH are unlikely to change for now,
Moody's believes that the very high level of parental FX funding
dependence could expose BPH's funding profile to risks in a
transitory period to a new parent, creating uncertainty for the
bank's future financial profile and its competitive position in
the Polish market. In this respect, Moody's notes that in H1 2014
BPH continued to decrease its market shares to an estimated 2.5%
in loans and 1.6% in deposits. On aggregate, BPH's loan book
decreased by 3.6% compared to year-end 2013, and its net profit
declined by 28.8% year-on-year; the lower interest-rate
environment in Poland also subdued the bank's profitability.

In H1 2014 the high degree of funding reliance was reflected in
committed on-balance-sheet facilities and subordinated debt from
GECC, which accounted for 48% of total liabilities, with an
additional off-balance-sheet funding line of CHF2.6 billion.

Moody's added that the review could also be affected by any
developments with regard to a buyer emerging for the bank, and
the impact this might have on BPH's credit profile.

What Could Move the Ratings UP/DOWN

Downward pressure could be exerted on BPH's standalone credit
strength if the bank's funding profile weakens, particularly a
reduction in the magnitude of the financial support that the
parent provides, which would also affect negatively the
competitive position of the bank in the Polish market. In
addition, negative pressure could stem from deterioration in the
bank's profitability, asset quality and/or erosion of the bank's
capital base, and a widening of the bank's currency mismatches.
The long-term ratings could come under pressure from a
diminishing parental commitment and further reduction of the
subsidiary's strategic value to the group, or if BPH is acquired
by an entity that is less creditworthy than GECC.

Upward rating pressure is unlikely given the current review for
downgrade. However, in the medium-to-long term, upward pressure
on the BCA could develop if the bank successfully reduces its
dependence on parental funding, developing a more diversified
banking model resulting in a more self-sufficient franchise,
stronger core profitability and positive asset-quality trends.
The long-term rating is driven by Moody's assessment of
extraordinary parental support considerations and any upward
momentum will depend on the credit quality and degree of parental
commitment from the potential new buyer.

The principal methodology used in this rating was Global Banks
published in July 2014.



=============
R O M A N I A
=============


RAM WEST: Property Firm Goes Insolvent
--------------------------------------
Romania-Insider.com reports that a company that was planning to
build 1,200 housing units within the Casablanca Residence in the
Titan area of Bucharest went insolvent by bank request, according
to Mediafax.

Ram West Investitii, controlled by Israeli investors, became
insolvent at the request of Alpha Bank, which gave the loan to
build the real estate project, according to the report.

Romania-Insider.com says the project, estimated at some
EUR140 million, should have included seven blocks of flats of 18
floors each. In a first phase, 360 apartments should have been
built. The investment was announced in 2008 but the project
stayed in the initial development stages, Romania-Insider.com
notes.



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


EOZEN: In Liquidation Due to Government Reforms
-----------------------------------------------
windpowermonthly.com reports that Eozen, a Spanish licensee of
turbine technology controlled by Goldwind, has become the latest
casualty of the government's anti-wind power reforms.

In 2008, at the height of Spain's wind boom, Eozen became Spain's
new turbine industry hope as the only domestic producer of
permanent magnet gearless turbines, the report recalls.  The 1.5
MW technology was licensed by German designer, and Goldwind
subsidiary-Vensys.

Eozen comprised local public and private stakeholders and aimed
at creating 500 jobs in the depressed Marqueseda del Zinete area
of Granada, where it operated a 400MW blade and nacelle facility,
according to windpowermonthly.com.

But, large projects aiming to use Eozen turbines arrived too late
to enter the Spanish government's wind power quota, enforced
2009, the report notes.  Turbine sales were mainly limited to
small export projects, the largest being a 12MW plant in Madeira,
the report relays.

The report discloses that plans to produce 300 blades for other
Vensys licensees were scuppered by Spanish bank Bankia's broken
promise to provide finance, claims a provincial spokesman of
trade union UGT.

Remaining assets are now up for liquidation, the report adds.



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


TURKCELL ILETISIM: S&P Revises Outlook to Pos. & Affirms BB+ CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Turkey's largest mobile telecommunications operator Turkcell
Iletisim Hizmetleri A. S. to positive from stable.  At the same
time, S&P affirmed its 'BB+' long-term corporate credit rating on
the company.

The rating action reflects the likelihood that S&P may raise the
rating on Turkcell if it sees meaningful improvement in its
corporate governance following resolution of the long-lasting
conflict between its shareholders.  While this conflict has had
limited impact on day-to-day operations, it has created
uncertainty over governance and decision-making practices within
the company.  S&P sees a fully functioning board of directors,
stable and predictable dividend distributions, and a capital
structure policy to address the potential risks of maintaining
lower balance sheet cash as requirements to support an
investment-grade rating for Turkcell.

S&P's assessment of Turkcell's business risk profile as
"satisfactory" reflects its strong market position in the Turkish
mobile telephony market, robust operating performance, and sound
cash generation.  S&P believes Turkcell will maintain its leading
positions and adequate profitability in the future due to its
superior network quality and reach, as well as its established
brand.  The company has already shown its ability to protect its
market share without eroding profitability, which becomes
increasingly important as competition intensifies.

In addition to its mobile business, Turkcell is investing in the
fixed-line broadband market, which Turk Telekom currently
dominates.  S&P expects this segment to be Turkcell's main growth
driver in 2014-2015, because broadband penetration is still
relatively low.  The key constraints to business risk include
Turkcell's exposure to various country risks in Turkey and
riskier emerging markets, such as Ukraine and Belarus.  While
these countries have been among the main contributors to
Turkcell's consolidated growth in the past years, S&P assess them
as having higher country risk than Turkey, which offsets the
diversification benefits.  Additionally, Turkcell is the No. 3
player in both Ukraine and Belarus, and its market position and
profitability are much weaker than competitors' in these two
markets.

S&P's assessment of Turkcell's financial risk profile as "modest"
reflects S&P's expectation that that the company's leverage will
stay below 1.5x, supported by solid free cash flow generation.

Turkcell's core credit ratios, including debt to EBITDA, are in
line with "minimal" financial risk.  However, S&P uses
discretionary cash flow to debt as a primary supplementary ratio
for Turkcell because it recognizes the company's expected high
dividend payments.  Therefore, S&P adjusts its preliminary cash
flow/leverage assessment downward by one category to "modest."
In S&P's view, the supplementary ratio provides the best
indicator of Turkcell's future leverage.

In S&P's base case, it assumes:

   -- Revenues in U.S. dollar terms to decrease by 3%-7% in 2014
      due to mobile termination rate cuts and depreciation of the
      Turkish lira.  Depreciating local currencies that will dent
      growth in Turkcell's operations in Ukraine and Belarus,
      resulting in weaker reported numbers.  In 2015, S&P expects
      broadly flat revenues in U.S. dollar terms for the company.

   -- Profitability to remain stable, with a consolidated EBITDA
      margin of about 31%-32% in 2015-2016, because S&P do not
      anticipate a substantial increase in competition in
      Turkcell's home market, while margins at international
      operations should gradually improve, in S&P's view.

   -- Continued positive free cash flow in 2015-2016, at an
      amount similar to the company's annual dividend payment.
      S&P assumes that the company will use its available
      liquidity to pay dividends to its shareholders in 2015,
      including the amount unpaid for 2010-2014.

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

   -- Standard & Poor's-adjusted debt to EBITDA of about 0.7x in
      2015 and 2016.

   -- Negative discretionary cash flow after accumulated dividend
      distribution in 2015.

"Our "weak" management and governance score for Turkcell leads us
to incorporate a two-notch downward adjustment from our anchor
for the company.  We mainly factor in the governance aspects,
notably the conflict between Turkcell's shareholders that has
continued for many years without any significant impact on
Turkcell's operating results.  However, in 2011, the disputes
kept Turkcell from approving its financial statements and
statutory auditors. For the same reason, the company's annual
general meeting did not convene on several occasions, and it
still cannot pay dividends for 2010-2013.  However, we believe
that the situation could improve after successful resolution of
the conflict between Turkcell's shareholders, Cukurova and Alfa
group," S&P said.

S&P also applies a one-notch downward adjustment from its anchor
based on its analysis of the company's financial policy as
"negative."  The assessment primarily reflects the risk that
Turkcell's leverage will exceed S&P's base-case scenario
expectations due to merger and acquisitions or financial policy
decisions.

The positive outlook reflects the likelihood that S&P could raise
its rating on Turkcell to 'BBB-' if S&P saw tangible progress in
its corporate governance practices over the next 12-18 months,
including a fully functioning board, predictable financial
policy, and dividend distribution policy.

The upgrade would also hinge on Turkcell's operating performance
being in line with S&P's base-case scenario and Turkcell's
ability to withstand a hypothetical default of Turkey, if one
were to occur, even after it distributes the unpaid dividends for
the previous years.  In particular, S&P believes the company will
need to address the currency and short-term funding risks in its
capital structure that are currently mitigated by its cash on
balance sheet.

S&P could revise the outlook to stable if it saw no progress in
Turkcell's corporate governance.  Potential upside could also be
diluted if S&P was to downgrade Turkey.

S&P could cap its rating on Turkcell at the level of that on
Turkey if S&P concluded that the company could not withstand a
sovereign default, for example if its dollar-denominated cash
were to decrease as a result of dividend distribution.



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


BEANSCENE: Files for Liquidation; Branches to Cease Trading
-----------------------------------------------------------
The Scotsman reports that Beanscene have filed for liquidation
with proceedings due to begin as early as next week.

Solicitors for the company have lodged a petition with Paisley
Sheriff Court asking that the firm be wound up, The Scotsman
relates.

The chain had, according to their last set of accounts,
accumulated losses of GBP171,000 as of December 31, 2012, The
Scotsman discloses.

According to The Scotsman, branches of Beanscene are now likely
to cease trading next week.

The company was successful for several years after its creation,
establishing 16 coffee shops around Scotland and posting a
turnover of GBP4.2 million but has struggled in recent years and
went bust for the first time in 2008 with debts of GBP3.7
million, The Scotsman relays.

Controversy then followed when founder Gordon Richardson was
investigated by the government's Insolvency Service, The Scotsman
notes.

A two-year probe by the government's Insolvency Service found
that before the firm went bust founder Gordon Richardson secretly
transferred GBP189,000 from Beanscene accounts to pay off loans
to another company -- money which should have gone to creditors,
The Scotsman recounts.  As a result Mr. Richardson was banned
from running a company for six years, The Scotsman states.

The firm's 130 jobs were saved when Scottish entrepreneurs Fiona
Hamilton and Alison Fielding -- known as Fifi and Ally --
eventually bought the company, The Scotsman discloses.

However current owner, Newton Mearns based Stuart McKenzie, has
struggled to turn the ailing company's fortunes around, The
Scotsman notes.

Beanscene is a coffee chain.


GKN HOLDINGS: S&P Raises Corp. Credit Rating From 'BB+'
-------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on GKN Holdings PLC (GKN) to 'BBB-' from 'BB+' by
revising its financial policy modifier to 'neutral' from
'negative'.  The outlook is stable.

The upgrade reflects S&P's opinion that GKN's focus has shifted
towards maintaining stable cash flows amid a less acquisitive
growth strategy.  Management's focus on cash generation and
maintenance of prudent capital structure has allowed GKN to limit
the impact of a wider pension deficit and to accommodate spending
on three large acquisitions that it completed in 2011 and 2012.
Although dividend payments have steadily increased in recent
years, the company has generated adequate free operating cash
flow to cover the shareholder payouts.

S&P continues to view GKN's financial risk profile as
"intermediate," reflecting its view of the company's wide pension
deficit, which increases the level of adjusted debt.

S&P still views GKN's business risk profile as "satisfactory,"
based on S&P's expectation that the company will continue to
outperform its end-markets in most of its segments, thanks to its
global presence and leading market positions.  Operating
profitability will continue to improve due to the ongoing
efficiency measures and contributions from the successful
integration of Volvo Aero.  However, these strengths are
moderated by GKN's exposure to cyclical auto and off-highway
markets, lack of significant aftermarket operations, and volatile
profitability.


LOCHFORCE PROPERTIES: Goes Into Liquidation
-------------------------------------------
Hanna Sharpe at business-sale.com reports that Lochforce
Properties, a property development firm based in North West
London, has been tipped into liquidation.

The company, which has seven outstanding charges according to
Companies House, brought in liquidators from K S Tan & Co in
mid-October, according to business-sale.com.  Development Finance
Today discovered that the charges could relate to mortgages,
loans or debentures registered to the company's name, the report
notes.

The report discloses that notes on the company from Datalog.co.uk
reveal it had an annual turnover of GBP6.5 million or less, a
balance sheet total of GBP3.26 million or less and had 50 or less
staff members.

A notice to creditors requested that they send in their details
with any claims or debts with a deadline of Friday November 28.

The report discloses that on the London Gazette website, a note
said: "This notice is purely formal. All known creditors have
been or will be paid in full."

The site said the director had made a Declaration of Solvency,
and the company is being wound up to "distribute the assets to
the shareholders," the report adds.

Founded in February 1996 and with a registered office address in
Surrey, Lochforce Properties was involved in developing building
projects as well as letting and operating conference and
exhibition centers.


PETROPAVLOVSK PLC: Volynets-Lead Consortium Launches Rescue Bid
---------------------------------------------------------------
Jack Farchy at The Financial Times reports that a consortium led
by a former lieutenant of Russian billionaire Oleg Deripaska has
launched a rescue bid for Petropavlovsk, the London-listed
Russian miner that has become one of the highest profile
casualties of the slump in the price of gold.

Petropavlovsk's problems were compounded by its high levels of
debt, much of it taken on as gold was peaking, the FT discloses.
Its share price has fallen 98% in the past four years, while its
net debt is at US$902 million -- 13 times its market value, the
FT notes.

The company has been in talks with creditors and shareholders for
months over a possible debt restructuring and rights issue, but
is running out of time ahead of a possible breach of banking
covenants in December and the maturing of its US$310 million-
worth of convertible bonds in February, the FT relays.

However, an alternative rescue plan was presented to the
Petropavlovsk board last week, the FT recounts.  This is being
co-ordinated by Sapinda, an investment company run by
multimillionaire German businessman Lars Windhorst and Rob
Hersov, a South African aviation entrepreneur, the FT discloses.

Sapinda recently hired Artem Volynets, former chief executive of
Russian metals tycoon Oleg Deripaska's holding company En+, the
FT relates.  According to the FT, two people familiar with the
matter said the Russian has been leading the Petropavlovsk
rescue.

Under the rescue plan, the consortium would underwrite a rights
issue that would seek to raise about US$150 million to US$250
million, the FT discloses.   According to the FT, those familiar
with the talks said it is likely to be priced at a significant
discount to Petropavlovsk's prevailing share price.  Proceeds
would then be used to buy back the convertible bonds at less than
par value, the FT states.

The consortium is likely to end up with a sizeable stake in the
miner as a consequence, as the shares it is underwriting could
represent as much as 80% of the total equity and not all
shareholders are expected to take up their rights, the FT says.

The FT relates that one person familiar with the matter said the
company's founders, Peter Hambro, who is also its chairman, and
Pavel Maslovsky, would also invest in the deal, although they are
not part of the consortium.  The person, as cited by the FT, said
Mr. Hambro has a 3.4% stake in the company and the deal may be a
prelude to him stepping down.

For the rescue deal to go ahead, existing holders of the
convertible bonds will have to accept a significant writedown,
while equity investors accept dilution of their shareholdings,
the FT says.

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



PHONES 4U: Investors Face Heavy Losses
--------------------------------------
Insider Media reports that more than GBP100 million is expected
to be available to pay secured creditors of Phones 4U but
investors in the collapsed mobile phone retailer stand to lose
hundreds of millions of pounds.

A document seen by Insider has also revealed administrators of
the Staffordshire company could be forced to pay a GBP38.5
million VAT liability relating to mobile network operator
commissions.

Phones 4U, which was owned by private equity firm BC Partners,
was left without a supplier after EE followed Vodafone's decision
not to renew a network agreement. This led to the appointment of
insolvency specialists from PwC.

Insider notes that the administrators have since been working to
carve up the Newcastle-under-Lyme retailer's assets as they seek
the best outcome possible for creditors.

Deals agreed so far include a GBP12.5m sale of 140 stores and
GBP7 million worth of stock to Vodafone, while EE agreed to pay
GBP2.5m for 58 stores. Dixons Carphone has also taken on 810
staff who worked at the 160 concessions within its outlets,
according to Insider.

Insider relates that Phones 4U had GBP111 million in the bank at
the time of the administrators' appointment after Lloyds had
cleared its overdraft positions. Further asset realisations are
expected, including the sale of thousands of Apple iPhones valued
at about GBP28m. Unlike other phone makers, Apple does not have
retention of title claim on the stock.

However, once other costs have been taken into account, PwC has
forecast between GBP101.9m and GBP142.9m will be available to
secured creditors. This means bondholders are set to be among the
biggest losers, the report notes.

Holders of the GBP430m senior secured notes, which rank after the
payment of a revolving credit facility, could recoup between 19
per cent and 29 per cent of their total investment, but the total
shortfall is expected to be more than GBP300m, relays Insider.

According to Insider, the dividend paid to secured creditors will
also swing on a GBP38.5m charge to HM Revenue & Customs relating
to a VAT liability at the time of the administrators'
appointment. PwC is investigating whether the VAT, which stems
from mobile network operator commissions, should be classified as
an unsecured creditor claim or as an expense of the
administration, the report notes.

Insider adds that PwC said litigation on the point likely on the
basis that there are limited precedents on whether VAT rules or
insolvency legislation hold sway in the situation. Under the VAT
regime any VAT that falls for payment post-insolvency is an
expense, whereas in insolvency any amounts paid pre-
administration which relate to either a pre-insolvency contract
or supply are an unsecured claim.

                          About Phones 4u

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

On Sept. 15, 2014, Rob Hunt, Ian Green and Rob Moran of PwC were
appointed as joint administrators of these nine companies: Phones
4u Limited, Life Mobile Limited, 4u Wi-Fi Limited, 4u Limited,
Jump 4u Limited, MobileServ Limited, Phosphorus Acquisition
Limited, Phones 4U Group Limited and Phones4u Finance Plc.

On Sept. 16, 2014, Dan Schwarzmann, Nigel Rackham, Rob Hunt and
Ian Green were appointed joint administrators of Policy
Administration Services Limited.

On Oct. 8, 2014, Rob Hunt, Ian Green and Paul Copley were
appointed joint administrators of Phosphorus Holdco plc.

The companies are part of Phones 4U group.


ROADCHEF ISSUER: Fitch Affirms 'B+' Rating on Class A2 Notes
------------------------------------------------------------
Fitch Ratings has revised the Outlook on Roadchef Issuer plc's
class A2 notes and class B notes to Stable from Negative.  The
notes' ratings have been affirmed at 'B+' and 'B-' respectively.

Roadchef is a whole business securitisation of 15 MSAs (motorway
service areas) across the UK, owned and operated by Roadchef plc.

The affirmation and revision of the Outlook reflect on-going
improvements in the group's trading performance, stemming from
extensive catering developments and site improvement in addition
to the continuing economic recovery in the UK.  All these factors
have over the last five years contributed to a reduction in
leverage to 5.2x in July 2014 from 10.6x in April 2009 and debt
service coverage improvement.  However, Fitch's weaker
assessments of the key rating drivers for operating environment
and financial performance somewhat constrain the ratings.

KEY RATING DRIVERS

Industry Profile: Midrange

The operating environment is viewed as 'weaker'.  The sector is
mature but fuel sales have been volatile, and other typical
revenue lines (food, retail) are exposed to discretionary
spending risk.  A slowdown in the broader economy also tends to
lead to reductions in motorway traffic volumes with peak to
trough decline of 2.4% during 2007-2010 (source: Department of
Transport).

Despite often significant distances between motorway service
areas, competition cannot be ruled out as road users can to some
extent still choose between sites.  MSAs also faces significant
exposure to food, energy and employment cost rises, exacerbated
by the regulatory requirement for MSAs to offer core services 24
hours a day, 365 days a year.

The barriers to entry are viewed as 'stronger'.  The regulatory
environment has relaxed in the last two years, with the minimum
required distance restriction reduced to 3 miles from 28 miles.
However, barriers to entry are still perceived as high given high
start-up costs and the requirement to prove the need for an MSA
to the local council, which is responsible for granting planning
permission.  The operator of a potential new site must also
evaluate expected returns in light of existing competition and
prohibition from being a 'destination' site (eg, out of town
shopping).

The sustainability of the sector is viewed as 'midrange'.  The
likelihood of industry fundamental changes is perceived as low
over the life of the bonds.  The UK population is forecast to
grow at a CAGR of 0.6% from 2015 to 2035 (source: ONS), which
should contribute to demand growth.  However, traffic volumes may
also decline if fuel becomes more expensive.

Company Profile: Midrange

The financial performance is viewed as 'weaker'.  Historically,
Roadchef's performance has been volatile.  However, revenue and
EBITDA have grown steadily, albeit from a weak base, in the last
five years due to both a strong development of a varied catering
offer and reduced exposure to volatile fuel sales, with 13 out of
20 securitized group forecourts under rental agreements with BP
and Shell (with an extra two planned during 2017).  However, the
fairly high operating leverage suggests that performance could
still be volatile in a downturn despite the modified and improved
business model.  The business also still has a weak cash
position, with the overdraft facility remaining fully drawn at
GBP13.4m and the latest pension deficit funding requirement of
GBP600,000 per annum (at around 2.5% of EBITDA) adds to fixed
costs.

The company's operations are viewed as 'midrange'.  The CEO
position has been stable as opposed to the CFO's, which is about
to change as a result of the change in ownership to Antin
Infrastructure Partners from Delek.  The product range is
moderately diversified relative to other WBS sectors, including
food, drinks, gaming, hotels, some fuel and miscellaneous retail,
and some strong retail brands onsite.  Roadchef is a mid-sized
operator within the oligopolistic MSAs industry and benefits from
some economies of scale (buying power).  Roadchef has continued
to make progress with regard to its IT/accounting systems, which
is expected to bring savings of around GBP1m per annum once the
existing IBM contract expires in 2015.

Transparency is viewed as 'midrange'.  The business is largely
self-operated, and provides reasonable insight into underlying
profitability but little into individual catering revenue
streams.

Dependence on operator is viewed as 'midrange'.  Other operators
are likely to be available, and operator replacement should be
possible within a reasonable period of time.  However, given the
oligopolistic nature of the industry, it may be subject to OFT
approval.  Operational and financial commingling with the non-
securitized group are both assessed as midrange (e.g. common
supply contracts, pension schemes).

Asset quality is viewed as 'midrange'.  The assets are viewed as
being reasonably well maintained (capex averages 4.0% (GBP6.9m)
of sales in the previous four years, although there is no minimum
maintenance capex covenant) and well-located, being distributed
well throughout England and Scotland with a high proportion of
freehold or long leasehold.

The secondary market is viewed as fairly illiquid and there is no
real alternative use value.  Management plans to invest around
GBP40m (expected to be funded via equity contributions from the
new owners in addition to excess cash if and when possible) over
the next four years.  This should result in further catering
roll-out, some energy savings and an introduction of a grocery
offer.

Debt Structure Class A: Midrange; Class B: Midrange

The debt profile is viewed as 'stronger' for the class A notes
and 'midrange' for the class B notes.  The class A2 notes are
fully amortizing on a fixed schedule and the amortization profile
is aligned with the industry and company risk profiles.  There
are no interest-only periods or concurrent amortization with the
subordinated debt (which is deferrable).  The notes are also
fixed-rate.

The class B notes are also fully amortizing but their
amortization is back-ended (from 2024 and in three years).  In
addition, there is an extended interest-only period until 2024.
On the positive side, they are also fixed-rate.

The security package is viewed as 'midrange' for both the class A
and B notes.  The security package comprises fixed and floating
charges over the assets of the borrower, which is standard for UK
WBS transactions and the class A noteholders are senior-ranking
controlling creditors.  The non-orphan status of the SPV (owned
by the borrower's parent, Roadchef Motorway Holdings Ltd.) is,
however, a negative.  The class B benefits from the same security
as class A, but has a lower ranking.

The structural features are viewed as 'midrange' for both class A
and B notes.  The covenant package as a whole is not
comprehensive with the restricted payment conditions (RPC) and
financial covenants based only on EBITDA DSCR calculations.  The
cure rights are also not restricted and viewed as generous, with
the transaction having frequently avoided borrower event of
default, due to past cash injections (added directly to EBITDA
for calculation purposes).  Both the RPC and financial covenant
levels are less than optimal with EBITDA DSCR thresholds at 1.5x
and 1.25x, respectively, leaving little scope for
underperformance. However, no cash leakage has yet been observed
while the transaction was in cash lock-up.  The size of the
liquidity facility is viewed as 'midrange' at GBP25m (around 16
months of peak debt service).  Barclays Bank as key financial
counterparty is viewed as strong.

Peer group
Roadchef is the only MSA transaction in the WBS portfolio.
Roadchef is generally well aligned with other WBS transactions
(e.g. pubs) after adjusting for differences in industry and
company characteristics.

RATING SENSITIVITIES

Positive - Significant improvement in Fitch's base case
(projected) free cash flow (FCF) DSCR metrics to sustainably
above 1.5x for the class A notes and 1.3x for the class B notes
could result in the Outlook being revised to Positive or an
upgrade. Fitch would also expect to see actual historical FCF
DSCRs above those levels for a prolonged period before
considering a positive rating action.

Negative - Deterioration in Fitch's base case FCF DSCR metrics to
below around 1.2x for the class A notes and 1.0x for the class B
notes could result in the Outlook being revised to Negative or a
downgrade.

TRANSACTION PERFORMANCE

Trailing 12 months (TTM) EBITDA grew 1.8% yoy to GBP27.9m,
marginally outperforming Fitch base case.  The outperformance was
driven by continuing growth in catering revenues (4-year CAGR
8.8%) as the roll-out of McDonalds restaurants, Costa Coffee
outlets (a further four and two were added respectively in the
half year to July 2014) and general refurbishments of the sites
(a further four being completed in the half year to July 2014)
continued according to plan during the year.  These developments
were partly funded by the recent sale of the Annandale site on an
arm's length basis to a subsidiary of the borrower's parent,
resulting in a loss in EBITDA of around 3% (GBP800,000).  These
results were also helped by the completion of the major M25
roadworks previously affecting the Clacket Lane site (with
management's estimated EBITDA impact of around GBP500,000 per
annum), and improved motorway traffic volumes in 2014 (up 1.8%
yoy in June 2014 - source: Department of Transport) for the third
year running as the UK economy continues to grow.

The improved performance during the year also marked a
continuation of an upward trend as EBITDA grew by a 5-year CAGR
of 10.5% since 2009.  However, Roadchef's EBITDA volatility is
symptomatic of its exposure to the UK economy, high proportion of
fixed costs, as well as of a medium-sized and still under-
invested estate.  With debt service constant throughout this
period, EBITDA DSCR improved markedly to 1.4x at the quarter to
July 2014 from a low of 0.78x in 2009 (when repeated equity
injections were required to prevent the transaction from
defaulting on the financial covenant).

The updated Fitch base case cash flow results in median FCF DSCRs
to legal maturity of 1.44x for the class A2 notes and 1.21x for
the class B notes, (vs. previous year's 1.36x and 1.14x
respectively).  In the medium- to long-term, important factors
impacting Roadchef's performance remain the UK economy and the
company's ability to invest in the estate.  The UK economy is
continuing to improve (translating into three years of modest
motorway traffic growth) but the outlook for longer-term GDP
growth is still uncertain.  The planned catering developments and
refurbishment program are positive but carry some execution risk
while the returns are offset by the loss of EBITDA from the sale
of the Annandale site.

Antin Infrastructure's recent acquisition of Roadchef may benefit
the company's growth prospects if the planned capex of around
GBP40m (over the next four years) is executed and fully funded by
equity contributions and excess cash.

The rating actions are:

GBP103 million Class A2 notes due 2023: affirmed at 'B+';
Outlook revised to Stable from Negative

GBP42 million Class B notes due 2026: affirmed at 'B-'; Outlook
revised to Stable from Negative


VOUGEOT BIDCO: S&P Affirms 'B' CCR; Outlook Stable
--------------------------------------------------
At the same time, S&P affirmed its issue rating on the super
senior secured GBP50 million revolving credit facility (RCF) at
'BB-' and the recovery rating at '1', indicating S&P's
expectation of a very high recovery (90%-100%) in the event of a
payment default.  S&P also affirmed the 'B' issue rating on the
GBP300 million fixed-rate senior secured notes and on the EUR290
million floating rate senior secured notes.  The '4' recovery
rating on the senior secured debt indicates S&P's expectation of
average (30%-50%) recovery in the event of a default.

In addition, Vue proposes to issue a EUR70 million tap issue
under the existing senior secured notes.  S&P rates this add-on
in line with the issue and recovery ratings on the existing
senior secured notes.  The documentation of the new tap issue has
not been finalized.  S&P relied on a draft term sheet for its
recovery analysis.  The final ratings will be subject to the
successful closing of the proposed issuance and will depend on
S&P's receipt and satisfactory review of the final transaction
documentation.

The affirmation follows Vue's announcement of its plans to
acquire the entire issued share capital of Capitalosette S.r.l.
and The Space Entertainment SpA (The Space), for EUR118 million
(approximately GBP93 million).  Vue plans to fund the transaction
with a mix of a EUR70 million (about GBP55 million) add-on to
existing senior secured fixed and floating rate notes and a
subordinated non-cash pay loans provided by Vue's shareholders,
OMERS Private Equity and AIMCo, of about GBP38 million.

"We believe this transaction will have a minimal effect on Vue's
financial risk profile.  The post-transaction capital structure
will consist of the EUR360 million (approximately GBP283 million)
senior secured floating rate notes, the GBP300 million fixed-rate
senior secured notes, and two shareholder loans of about GBP38
million and about GBP500 million (nominal amount of about GBP430
million plus accrued interest).  Following the transaction, we
estimate that Vue will have a Standard & Poor's-adjusted debt-to-
EBITDA ratio at about 10.5x for the financial year ending Nov.
27, 2014.  Our adjusted debt estimate, in addition to the
aforementioned senior debt and shareholder loans, includes about
GBP1.0 billion of obligations under operating leases.  As part of
the transaction, the existing shareholder loan of about GBP500
million, which we previously treated as debt, will be excluded
from our adjusted debt calculation and will be treated as equity-
like financing.  The proposed subordinated non-cash pay loan
notes of about GBP38 million are expected to be under the same
terms and conditions as the existing shareholder loan, that said
will be also excluded from our leverage and coverage
calculations," S&P said.

That said, S&P forecasts that Vue's Standard & Poor's adjusted
debt to EBITDA will rise to about 8.0x post-transaction from 6.9x
(excluding the transaction), mostly due to increased operating
lease obligations from the properties acquired from The Space.
Vue's adjusted EBITDA cash interest coverage (excluding the
effect from the operating lease obligations) will be about 2.1x
for the financial year ending Nov. 27, 2014, under S&P's base
case.

Due to S&P's assumption of a limited amount of reported free cash
flow generated over the medium term, it believes that Standard &
Poor's-adjusted credit metrics for Vue are likely to remain in
its "highly leveraged" financial risk profile category in the
next two to three years.

S&P considers Vue's business risk profile to be "fair" under
S&P's criteria.  S&P bases its opinion on Vue's exposure to the
customer appeal of the film slate, to adverse weather conditions,
and ompetition from other entertainment providers (such as sport
events and theme parks)--all of which can have a strong impact on
the group's operating performance.  In S&P's view, the sector is
mature, with growth dependent on average ticket price increases
and capacity expansion.

S&P also thinks that the sector is highly competitive and exposed
to technology advances that are spawning new entertainment
alternatives, such as video-on-demand and over-the-top
television. These weaknesses are partly offset by the industry's
limited correlation with economic cycles and typically low levels
of maintenance capital expenditure, which are largely
discretionary, in S&P's view.  Vue's modern and technologically
advanced portfolio of theaters compares well against that of its
peers, and its adjusted EBITDA margin of above 30% is above the
industry average.

Although the proposed acquisition of The Space has integration
risks, and is likely to dilute Vue's margins in the short term
because of The Space's lower profitability, S&P notes that the
deal further diversifies the group's geographical footprint.  The
Space operates more than 360 screens, well-diversified across
Northern, Central, and Southern Italy.

Under S&P's base case, it assumes:

   -- Improvement in admissions due to a promising film slate in
      2015 and 2016.

   -- Revenue decline of 5%-6% in fiscal year 2014 (ending
      Nov. 27, 2014), in line with the trend demonstrated over
      the nine months ended on Aug. 28, 2014 (negative 5.7 year-
      on-year).  High-single-digit revenue growth in 2015-2016.
      Slight contraction in EBITDA margin due to integration of
      The Space.

   -- Capital expenditure of about GBP40 million for 2015 and in
      the range of GBP30 million-GBP40 million thereafter.

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

   -- Adjusted debt to EBITDA of about 8.0x for 2014 decreasing
      to 7.1x in 2015.

   -- Senior and overall leverage moderately reducing over the
      next few years due to an increase in consolidated EBITDA.

   -- Adjusted EBITDA cash interest coverage (excluding the
      effect from the operating lease obligations) remaining
      above 2.0x in the wake of EBITDA growth.

   -- Marginally positive reported free operating cash flow in
      2015, increasing to about GBP25 million thereafter.

The stable outlook reflects S&P's expectation that Vue's
operating performance will improve in 2015, supported by strong
slate of films expected to be released in the next 12 months and
improved economic outlook for some of Vue's markets.  S&P also
expects that successful finalization of The Space Cinema
acquisition and its further integration, as well as efficiency
gains from the group's cost-cutting initiatives, and the opening
of new theaters, will support Vue's EBITDA growth and restore
free operating cash flow (FOCF) generation.  The outlook further
assumes that its liquidity will remain "adequate," with covenant
headroom remaining more than 15% on an ongoing basis, as per
S&P's criteria.  The stable outlook also reflects S&P's belief
that the current capital structure is broadly in line with a 'B'
rating.

S&P could lower the rating if underperformance in operations due
to an unexpectedly weak film slate caused adjusted EBITDA cash
interest cover (excluding the effect from the operating lease
obligations) to become less than 2.0x.  S&P also might consider a
negative rating action if Vue failed to generate positive FOCF on
a recurring basis, or if the group made sizable and credit-
dilutive acquisitions.  Lastly, S&P may consider a downgrade if
it perceived weakening liquidity.

S&P could raise the rating on Vue if strong operating performance
led to adjusted debt to EBITDA of less than 5x and adjusted
EBITDA cash interest cover (excluding the effect from the
operating lease obligations) of more than 3.0x.  Any upgrade
would be conditional on the group generating sustainable and
material positive FOCF. However, given the very high adjusted
debt levels, S&P thinks that this scenario is unlikely to occur
over the next two years.


* UK: Bank of England Lays Out Failed-Bank Plan
-----------------------------------------------
Cara Salvatore at Law360 reports that the Bank of England laid
out a plan to handle future bank failures on Oct. 24, saying it
would act unilaterally over a "resolution weekend" to replace
management and initiate stabilization transactions -- a regime
aimed at shielding taxpayers and the broader financial system
from bearing the costs of the collapse.

According to Law360, the U.K. central bank said that in most
cases it would take 48 hours outside normal business hours and
work in three phases from there: a stabilization phase, a
restructuring phase and an exit phase.

"The resolution authority is empowered to act without seeking the
consent of shareholders, creditors or the existing management of
the firm," Law360 quotes the bank as saying.  "This feature of
the regime recognizes that the firm has failed and is designed to
ensure that action can be taken quickly and effectively.  As part
of the process, the bank will expect to remove senior management
considered responsible for the failure of the firm."

It would work to quickly identify liabilities, find buyers or
bridge banks, appoint an administrator, create a revised business
plan and eventually hand off the bank to the private sector once
more, Law360 discloses.

"The failure of these firms should have the same impact as that
of the failure of any other institution -- i.e., the rest of the
system is not impacted and taxpayers do not bear the cost,"
Andrew Gracie, executive director of resolution for the Bank of
England, as cited by Law360, said in a statement.


                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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or balance thereof are US$25 each.  For subscription information,
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                 * * * End of Transmission * * *