TCREUR_Public/141204.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, December 4, 2014, Vol. 15, No. 240

                            Headlines

G E R M A N Y

METZ-WERKE GMBH: Administrator In Talks With Potential Investors


L A T V I A

LARSEN DANISH: Karevela Shows Interest in Buying Brand, Equipment


N E T H E R L A N D S

METINVEST BV: Moody's Affirms 'Caa2' Corporate Family Rating
PEER HOLDINGS: Moody's Assigns 'B1' Corporate Family Rating
SPYKER NV: Files for Restructuring in Dutch Court


R O M A N I A

MEDIAFAX GROUP: Files For Insolvency Process


R U S S I A

ER-TELECOM HOLDING: Moody's Affirms 'B3' CFR; Outlook Positive
INVESTTRADEBANK: S&P Affirms 'B+/B' Counterparty Credit Ratings
KEDR BANK: Moody's Lowers National Scale Ratings to 'B3.ru'
KEDR BANK: Moody's Lowers Long Term Deposit Rating to 'Caa2'


S P A I N

AYT GENOVA VI: S&P Lowers Rating on Class D Notes to 'B (sf)'
BANCO COOPERATIVO: Moody's Affirms D- Financial Strength Rating


U N I T E D   K I N G D O M

PROSERV MIDCO: Moody's Assigns '(P)B3' Corporate Family Rating
REDRESS FINANCIAL: High Court Winds Up PPI Claims Company


X X X X X X X X

* Atradius Expects Insolvencies to Remain High


                            *********


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G E R M A N Y
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METZ-WERKE GMBH: Administrator In Talks With Potential Investors
----------------------------------------------------------------
Amateur Photographer reports that Metz-Werke GmbH & Co KG may be
rescued from insolvency after attracting "considerable interest"
from potential investors, according to a source close to the
German company.

As reported in the Troubled Company Reporter-Europe on Nov. 21,
2014, Reuters said a spokesman for Metz on Nov. 19 said the
company has filed for insolvency, adding that about 600 jobs
would be affected.  The spokesman, as cited by Reuters, said
Joachim Exner, who co-managed the insolvency of German peer
Loewe, has been appointed as insolvency administrator, adding
that the company's production and customer services would
continue for the time being.

Metz has not released any further statement on the matter,
Amateur Photographer notes.

However, a source close to Metz told Amateur Photographer that
"the administrator is in contact with potential investors" and
that there has been 'considerable interest in the company'".

Metz-Werke GmbH & Co KG is a German television and photographic
equipment maker.



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L A T V I A
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LARSEN DANISH: Karevela Shows Interest in Buying Brand, Equipment
-----------------------------------------------------------------
Tom Seaman at Undercurrent News reports that Latvian canned fish
processor Karavela is interested in the brand and processing
equipment of Larsen Danish Seafood, a top executive with the
company confirmed.

Meanwhile, Henrik Mikkelsen, the managing director of Denmark's
Saeby Fiske-Industri, another big player in canned pelagic fish
in Europe, said he is "closely watching" the process with Larsen,
relates Undercurrent.

Undercurrent says Mr. Mikkelsen declined to comment further.
Andris Bite, a director with Riga-based Karavela, was open in his
interest in acquiring Larsen's assets, however.

Karavela, which sells under its brand "Kaija" in the Baltic
States and is growing its business in private label for western
European markets, is "keen to participate in the process",
Mr. Bite told Undercurrent.

According to the report, the company is looking specifically at
the equipment and brand of Larsen, with a view to upping its
production of canned mackerel and smoked herring in Latvia, where
labor costs are cheaper.

Mr. Bite said Larsen's processing plants in Germany could be
interesting for other products, the report relays.

As reported in Troubled Company Reporter-Europe on Nov. 24, 2014,
Undercurrent News said Larsen Danish Seafood's German processing
subsidiary entered the first stage of an insolvency process on
November 17.  The District Court of Flensburg has ordered the
provisional insolvency administration on the assets of Larsen
Danish Seafood GmbH in Harrislee, Undercurrent News related.

According to the report, the Denmark-based firm, which operates
two plants in Germany and an office in Denmark, where it is a big
player in branded canned fish, reported big losses for 2013.

The District Court has appointed lawyer Wilhelm Salim Khan Durani
-- khandurani@cornelius-krage.de -- of Cornelius + Krage in Kiel
as provisional insolvency administrator, a spokeswoman for the
law firm told Undercurrent News.



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


METINVEST BV: Moody's Affirms 'Caa2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a limited default (/LD)
designation to Metinvest B.V.'s Caa2-PD probability of default
rating (PDR). At the same time, Moody's affirmed Metinvest B.V.'s
Caa2 corporate family rating (CFR), Caa2-PD PDR and B1.ua
national scale rating (NSR), as well as the Caa2 senior unsecured
ratings. The change of the PDR to Caa2-PD/LD follows the
company's completion of the exchange offer for its existing
US$500 million 10.25% notes due May 2015 on 28 November 2014.
Following exchange offer completion, US$386 million of the
existing notes were exchanged into US$290 million 10.5%
amortizing notes due November 2017 and US$96 million of cash,
which was paid to note holders on November 28. US$114 million in
aggregate nominal amount of existing notes remains outstanding.
Moody's expects to remove the "/LD" suffix after approximately
three business days following the debt exchange.

The outlook on all ratings remains negative.

Ratings Rationale

The change in Metinvest B.V.'s PDR to Caa2-PD/LD follows the
completion of the exchange offer for its existing US$500 million
10.25% notes due May 2015 as described above, and is in line with
Moody's press release dated 30 October 2014.

In accordance with the Rating Methodology as of March 2009
entitled "Moody's Approach to Evaluating Distressed Exchanges", a
distressed exchange can be constituted when (1) an obligor offers
creditors new or restructured debt, or a new package of
securities, cash or assets that amounts to a diminished financial
obligation relative to the original obligation; and (2) the
exchange allows the obligor to avoid a bankruptcy or payment
default in the future. Moody's believes that the proposed
exchange offer meets its criteria for a distressed exchange. This
constitutes a default under Moody's definition.

The affirmation of the CFR and the senior unsecured ratings
(including the National Scale Rating) acknowledges that the
completed exchange offer allowed Metinvest B.V. to improve its
liquidity profile and paved the way for refinancing of the
remaining by-lateral and syndicated credit facilities due in
2015. However, it also factors in that Metinvest B.V. remains
unable to access public capital markets owing to political
instability and geopolitical tensions in Ukraine and that the
company has no long-term committed credit facilities to support
its liquidity profile in 2015.

Although Metinvest B.V. had a cash balance of US$530 million as
of June 30, 2014 and generated $766 million in operating cash
flows in the first half of 2014, it has total debt of US$3.9
billion. Of these, US$0.9 billion will mature in 2015 post
exchange offer completion, down from US$1.3 billion before
exchange offer completion.

Rating Outlook

The negative outlook is in line with the negative outlook for the
sovereign rating and reflects the fact that a potential further
downgrade of Ukraine's sovereign rating may result in the further
lowering of Ukraine's foreign and/or local currency bond country
ceiling. In addition to considerations related to the sovereign
rating, Moody's will be monitoring the company's individual
ability to address increasing country and foreign exchange risks.

The CFR remains under pressure by the still substantial debt
maturing in 2015, which the company is taking steps to repay
and/or refinance in due course.

What Could Change the Rating -- DOWN/UP

The companies' ratings will be ultimately dependent on further
developments at the sovereign level. The ratings are likely to be
downgraded if there is a further downgrade of Ukraine's sovereign
rating and/or lowering of the foreign-currency bond country
ceiling, or if the company's liquidity profiles deteriorates.

Conversely, positive pressure could be exerted on the ratings if
Moody's were to raise Ukraine's foreign-currency bond country
ceiling, provided there is no material deterioration in the
company-specific factors, including their operating and financial
performance, market positions and liquidity.

Principal Methodology

The principal methodology used in this rating was Global Steel
Industry published in October 2012. Other methodologies used
include Loss Given Default for Speculative-Grade Non-Financial
Companies in the U.S., Canada and EMEA published in June 2009.

Metinvest B.V., registered in the Netherlands, is the holding
company of a vertically integrated group, Metinvest, which is one
of the largest steelmakers and iron ore producers in the
Commonwealth of Independent States (CIS). The company has three
iron and steel plants with the capacity to produce approximately
15 million tonnes (mt) of crude steel annually, equivalent to
approximately 45% of all steel cast in Ukraine in 2013, a rolling
mill and a large diameter pipe mill in Ukraine, and also has
rolling mills in Italy, Bulgaria and the UK. The company is
privately owned: the major shareholders of the group are a
Ukrainian investment holding company, System Capital Management
(SCM), with a 71.24% share in Metinvest, and Smart group, which
owns 23.76%.


PEER HOLDINGS: Moody's Assigns 'B1' Corporate Family Rating
-----------------------------------------------------------
Moody's Investors Service, has assigned a Corporate Family Rating
(CFR) of B1 and a Probability of Default Rating (PDR) of B1-PD to
Peer Holdings B.V. ('Action'), which we understand is shortly to
be renamed Action Holding B.V., in the context of a corporate
structure reorganization.

Concurrently, Moody's has assigned a (P)B1 rating to the EUR840
million senior secured bank facilities comprising a EUR780
million senior term loan B and a EUR60 million revolving credit
facility due 6 years and 5 years from drawdown respectively and
for which Action will be the borrower. The outlook is stable.

Proceeds from the new facilities will be used to refinance
existing loans, including bank facilities and shareholder loans
as well as to pay a dividend to current shareholders, including
majority-owners 3i.

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

Ratings Rationale

Action's B1 CFR recognizes the company's (1) limited, but
increasing geographic diversity, with around 75% of store EBITDA
the year to date as at 2 November 2014 generated in the
Netherlands; (2) exposure to the competitive and fragmented
discount retail segment; (3) limited free cash flow generation
due to store roll-out costs so that deleveraging is dependent
upon EBITDA growth and; (4) sizeable number of new store
openings, leading to execution risk, particularly in terms of
site selection. Additionally, Action's leverage remains high.

However, the B1 rating also reflects the company's (1) scale in
its core Benelux market and growing presence in the more recently
entered Germany and France; (2) business model underpinning
strong like-for-like sales development and earnings growth as
well as high returns on investment associated with new store
openings; (3) the positive market share momentum being
experienced by discount players considering the subdued macro
environment and; (4) Action's good liquidity position.

Action's size remains limited compared to the majority of Moody's
rated retailers but the company retains scale in its discount
segment as it is in line with other rated players in that niche
in Europe and the US. Thanks to a rapid and successful new store
roll-out in Belgium and more recently Germany and France, Action
has been able to reduce its dependency on the Dutch stores to
represent around 75% of store EBITDA in the year to date as at
November 2, 2014. Furthermore, store expansion, particularly in
new countries bears some level of execution risk related to site
availability and selection and requires additional investment in
fixed costs related to country operations and logistics
capabilities. These factors are balanced against the company's
strong track record of returns on new store investments. Moody's
also anticipate that Action will continue to benefit from the
subdued macro environment thanks to its price positioning and
compelling product offering, notwithstanding the high level of
competition and fragmentation of the discount segment,
particularly in its home market of the Netherlands.

At closing of the transaction, Moody's expects Action's adjusted
leverage to be approximately 5.5x, which represents an elevated
level for the B1 rating category. In the context of a non-
amortizing debt structure, deleveraging to be confined to
earnings growth and the current rating positioning assumes that
EBITDA will rise in the twelve months following the transaction
such that Moody's adjusted debt/EBITDA will not exceed 5.0x.
Action retains a fair level of control over its cash flow, which
was characterized by new stores capex in the past several years.
Moody's expect cash flow generation to remain limited should
capex-related outflows remain in line with past levels.

Moody's views Action's liquidity profile as good, notwithstanding
the consumption of more than 50% of existing cash on balance
sheet in the proposed recapitalization. The transaction will
leave the group with a pro-forma cash balance of EUR55 million at
financial year end 2014, which Moody's expect to be sufficient to
cover working capital (primarily in Q1) and investment needs in
the near-term, along with the new 5-year EUR60 million revolving
credit facility to remain undrawn at closing. The new facilities
will only have one maintenance covenant under which Moody's
forecast material headroom.

Action's (P)B1 senior secured instrument ratings are in line with
the CFR. The company's probability of default (PDR) rating of B1-
PD, is in line with the CFR, and reflects the use of a 50% family
recovery rate resulting from a lightly-covenant debt package.

The stable rating outlook reflects Moody's view that Action's
product offering and positioning will continue to resonate with
consumers, and that the company will continue to appropriately
control its expenses and store roll-out plan such that its credit
metrics will continue to improve over the next 12 -18 months,
with adjusted debt/EBITDA not exceeding 5.0x within a year of
this recapitalization.

Action's rating currently has limited headroom within the B1
category and therefore positive ratings pressure is not expected
in the short term. However, it could arise if Action continues to
improve its operating performance and credit metrics, as well as
pursue a more conservative financial policy resulting in lower
distributions to shareholders. Quantitatively, Moody's could
upgrade the rating if debt/EBITDA was sustained below 4.0x and
EBITA/interest would rise above 3.0x.

Conversely, Moody's could downgrade the ratings if Action's
operating performance declines (as a result of negative like-for-
likes or material decrease in profit margins). Similarly, Moody's
could also downgrade the ratings if Action were unable to
maintain adequate liquidity or its financial policy became more
aggressive, with FCF turning negative, such that adjusted
debt/EBITDA remained above 5.5x or adjusted EBITA/interest
expense fell below 2.0x.

Principal Methodologies

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

Corporate Profile

Action is a non-food discount retailer based in the Netherlands
and was founded in 1993. As at November 2014, Action has more
than 470 stores across the Netherlands, Belgium, Germany and
France and employs more than 18,000 staff. For the twelve months
ending December 29, 2013 the company reported revenues of
EUR1,155 million and EBITDA of EUR128 million.


SPYKER NV: Files for Restructuring in Dutch Court
-------------------------------------------------
Joseph B. White at The Wall Street Journal reports that Dutch
sports-car maker Spyker NV said on Dec. 2 it has filed for a
financial restructuring in a Dutch court, seeking protection from
creditors as it tries to resolve liquidity problems.

In a statement, the company said it is seeking financing
"arranged by independent financiers" to continue operations and
pay wages, the Journal relates.

"Over the past few years, Spyker has faced a number of serious
difficulties and challenges resulting from, among others, the
legacy of the F1 era and the acquisition of Saab Automobile AB,"
the Journal quotes Victor R. Muller, Spyker founder and chief
executive, as saying in a statement.

Mr. Muller, as cited by the Journal, said the company intends to
restructure and push ahead with the launch of a proposed Spyker
B6 Venator sports-car line, and a proposed merger with a U.S.-
based manufacturer of high-performance electric aircraft.

Spyker NV -- http://www.spykernv.com/-- is a Netherlands-based
holding company engaged in the automobile industry sector. As of
December 31, 2011, the Company, formerly Swedish Automobile NV,
operated within one business segment, namely Spyker Sports Car.
The Spyker Sports Car segment comprises the design, development,
production and sale of motorcars and Grand Turismo (GT) racing
under the Spyker brand name.  The Company markets its products in
Europe and the Middle East, the United States and Asia.  As of
December 31, 2011, the Company had such wholly owned
subsidiaries, as Spyker Automobielen B.V., Spyker Squadron B.V.,
Spyker Events & Branding N.V., Spyker Holding B.V., Spyker of
North Americal LLc and Spyker Cars UK Ltd, as well as owned 51%
shares of Spyker of China Ltd and had shareholding in other
companies.



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R O M A N I A
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MEDIAFAX GROUP: Files For Insolvency Process
--------------------------------------------
Romania Insider, citing Hotnews.ro, reports that Romanian media
group Mediafax Group, owned by investor Adrian Sarbu, has asked
the court for its insolvency. The court has yet to give a first
trial date, the report says.

Mediafax Group, which runs several publications, including the
country's main business daily Ziarul Financiar, and the main
newswire Mediafax, posted a loss of EUR2.6 million in 2013,
according to Finance Ministry data cited by Romania Insider. Its
turnover last year was of EUR17.5 million, and it had 263
employees.  Hotnews.ro said the group amassed debts worth some
EUR15.4 million, Romania Insider relays.

Two months ago, the Fiscal Administration ANAF notified Mediafax
Group that it blocked money in its clients' accounts, as a
precautionary measure, Romania Insider recalls.  According to the
report, the general manager of the group at the time, Orlando
Nicoara, said the group appealed the decision in court. Later on,
Mr. Nicoara resigned, three and a half years on the job, the
report says.  Meanwhile, the ANAF lifted the measure on
November 26, Romania Insider reports citing PaginadeMedia.ro.

The District 2 court in Bucharest admitted Mediafax group's
insolvency request during a public sitting on November 25,
Romania Insider notes.



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R U S S I A
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ER-TELECOM HOLDING: Moody's Affirms 'B3' CFR; Outlook Positive
--------------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on the B3 corporate family rating (CFR) and the B3-PD
probability of default rating (PDR) of ER-Telecom Holding CJSC
(ER-Telecom). Concurrently, Moody's has affirmed these ratings.

Ratings Rationale

The change of outlook to positive reflects the potential for an
upgrade of ER-Telecom's ratings over the next 12-18 months, in
the event that the company maintains its improved financial
metrics and solid liquidity; continues to demonstrate strong
operating performance; and retains strong market positions in its
key regions.

As of June 2014, ER-Telecom's leverage declined to 2.7x
debt/EBITDA and (EBITDA-capex)/interest rose to 1.8x, from 3.0x
and 1.3x, respectively, as of year-end 2013 (all metrics are
Moody's-adjusted). Assuming ER-Telecom's capex remains moderate
and the company does not conduct any large debt-financed M&A
transactions, Moody's expects that the company's financial
metrics will improve further as a result of growing EBITDA, with
leverage declining towards 2.5x and interest coverage growing
above 2.0x by year-end 2014 (all metrics are Moody's-adjusted).

ER-Telecom is currently updating its development strategy and is
considering several new mid-size investment projects. The
projects would likely be partially debt-financed, which creates
some uncertainty over the development of the company's financial
metrics. However, Moody's expects that if ER-Telecom decides to
proceed with these projects, it will launch them sequentially
rather than simultaneously, without exerting material pressure on
its leverage. Nevertheless, the rating agency will assess the
effect once the company finalizes its strategy.

In addition to the uncertainty associated with ER-Telecom's
potential new investment projects, its B3 rating reflects (1) the
company's small size on a global scale and single-country
concentration; (2) gradual saturation of the fixed-line broadband
and pay TV market in Russia; (3) increasing competition from
integrated operators, the country's largest fixed-line national
telecommunications operator, Rostelecom, and satellite
broadcasting; (4) the company's lack of a track record for
maintaining its improved financial metrics, particularly in the
current weakened macroeconomic conditions; and (5) the company's
overall exposure to an emerging market operating environment that
is characterized by a less-developed regulatory, political and
legal framework.

More positively, in addition to the improved financial metrics,
the rating factors in (1) the company's track record of
geographic expansion and strong double-digit revenue growth over
the past three years, which Moody's expects to continue over the
next 12-18 months, although at a declining pace; (2) its
increased subscriber base, strong competitive position and brand
recognition, alongside robust profitability and free cash flow
generation in the markets in which it has operated for more than
three years; (3) the company's modern fixed-line network, which
requires fairly low maintenance capex; (4) its solid liquidity
and long-term debt maturity profile; (5) its low foreign currency
risk, as all of the company's debt is denominated in roubles; and
(6) the track record of financial and management support from the
company's shareholders, particularly Perm Industrial and
Financial Group (PFIG), which owns a 73% stake in ER-Telecom.

What Could Change the Rating Up/Down

Moody's could consider an upgrade of ER-Telecom's ratings if the
company were to (1) maintain its improved financial metrics; (2)
demonstrate a strong operating performance and retain a strong
market position; and (3) maintain adequate liquidity.

Moody's could downgrade ER-Telecom's ratings in the event of (1)
ER-Telecom failing to maintain sustainably positive EBITDA; (2)
the company's competitive position in its mature markets
weakening; (3) leverage rising above the currently anticipated
levels; or (4) liquidity constraints. In addition, Moody's would
assess the potential impact on ER-Telecom's business and
financial profile of any change in the shareholder structure that
could potentially lead to a change in support.

Principal Methodology

The principal methodology used in this rating was Global Pay
Television -- Cable and Direct-to-Home Satellite Operators
published in April 2013.

ER-Telecom Holding CJSC (ER-Telecom) is a telecommunications
company providing cable TV, high-speed internet access and fixed-
telephony services in Russia. The company's network currently
covers around 9.6 million households in 56 cities. ER-Telecom is
73% owned by the Perm Industrial and Financial Group (PFIG), 10%
by Baring Vostok Capital Partners, 14.5% by management and 2.5%
by other shareholders. In 2013, ER-Telecom generated revenue of
US$598 million, 61% of which was derived from internet services,
29% from cable TV and 10% from other services including
telephony.


INVESTTRADEBANK: S&P Affirms 'B+/B' Counterparty Credit Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it had affirmed its
'B+' long-term and 'B' short-term counterparty credit ratings on
Russia-based Investtradebank JSC.  The outlook is negative.  At
the same time, S&P affirmed the 'ruA' Russia national scale
rating.

The affirmation and the maintenance of the negative outlook
balance S&P's view that Investtradebank's deteriorating funding
and liquidity profiles are putting incremental pressure on its
credit quality, against the bank's resilient franchise in its
core small and midsize enterprise and retail segments and capital
and risk metrics in line with the sector.

Retail and corporate deposits support the funding base.  They
account for 70% of liabilities.  Customer accounts are fairly
granular, composed of 60% of retail deposits.  Concentrations
remain relatively unchanged, with the top 20 depositors
accounting for 22% of total customer funds as of June 30, 2014.
However, such concentration still makes the bank vulnerable to
potential withdrawals by larger clients.  S&P notes that over the
first 10 months of 2014, the bank experienced almost 26% outflow
of current corporate customer accounts, although the loss was
nearly replaced with 8% growth of term deposits, mostly from
individuals.  Because of that, the bank's stable funding ratio
declined to 94% at midyear 2014 from 108% at year-end 2012 and
now stands below the peers' average of 110%.  This reflects
increasing reliance on shorter-term sources of funding and
incremental liquidity gaps. Moreover, Investtradebank's loan-to-
deposit ratio also increased to 118% at midyear 2014 from 97% at
year-end 2012, reflecting midsize Russian banks' difficulty in
maintaining stable deposit bases in turbulent times.

S&P understands the bank's shareholders plan to mitigate these
pressures by providing a subordinated loan, and that the bank is
contemplating the securitization of its mortgage portfolio in
2015.

S&P believes that Investtradebank's liquidity position is under
pressure as well, with liquid assets narrowing to 14.5% of total
assets as of midyear 2014 from 18.6% as of year-end 2013.

The rating factors are unchanged.  The ratings on Investtradebank
reflect the 'bb' anchor for a bank operating in Russia, and
reflect the bank's "moderate" business position, "weak" capital
and earnings, "adequate" risk position, and still "average"
funding and "adequate" liquidity, as S&P's criteria define these
terms.  The stand-alone credit profile (SACP) is 'b+'.

The negative outlook on Investtradebank reflects S&P's view that
the economic slowdown and rising operating risks for banks in
Russia are putting pressure on Investtradebank's funding and
liquidity profile. The outflows of some corporate account
deposits, increasing funding costs, and rising reliance on
central bank funding in 2014 are evidence of the increasingly
challenging conditions for midsize Russian banks.

S&P could consider a negative rating action if it observed
further deterioration of Investtradebank's funding and liquidity
profile, notably with the stable funding ratio remaining
persistently below 100% and liquid assets continuing to reduce,
or if the bank experiences significant customer account outflows.
S&P could also lower the long-term rating if credit losses
increased substantially, with capitalization, as measured using
S&P's risk-adjusted capital ratio, falling below 3%.

A positive rating action is unlikely within the next 12 months
and would first require improvement in the operating environment
for the Russian banking sector.


KEDR BANK: Moody's Lowers National Scale Ratings to 'B3.ru'
-----------------------------------------------------------
Moody's Interfax Rating Agency has downgraded Kedr Bank's
national scale ratings (NSR) to B3.ru from Baa3.ru and placed
these ratings on review for further downgrade. The NSRs carry no
specific outlooks.

The downgrade of Kedr Bank's ratings reflects the increased risks
for creditors following the Central Bank of Russia's (CBR)
decision to impose temporary administration measures to Kedr
Bank. The state corporation Deposit Insurance Agency (DIA) will
perform the functions of the provisional administration. The
continued review for downgrade also captures the implementation
risks of the financial resolution plan for the bank, in
conjunction with the risk of anticipated losses that creditors
could incur without external support being provided to the bank.

Ratings Rationale

Moody's Interfax downgrade of Kedr Bank's ratings, and the
placement of these ratings on review for further downgrade, is
driven by the negative credit implications of placing the bank
into temporary administration. The rating action reflects Moody's
Interfax view that (1) Kedr Bank requires extraordinary support,
as well as (2) the rating agency's assessment of a high
likelihood of financial support being provided by the DIA, which
is captured by the B3.ru ratings. Moody's Interfax review for
downgrade also reflects uncertainty regarding the DIA's ability
to fully implement the resolution plan in a timely manner. The
review also reflects potential risks that Kedr Bank may be
dissolved or liquidated, leading to uninsured depositors
potentially suffering material losses corresponding to deposit
ratings below the current B3.ru level.

Moody's Interfax notes that although Kedr Bank's liquidity
cushion as of 18 November amounted to RUB4.8 billion or 17.1% of
total assets (this excludes interbank loans provided to ROST
Bank, its parent entity), there is now a higher liquidity risk
associated with the negative publicity following the CBR's recent
announcement.

Furthermore, as of end-October 2014, Kedr Bank's exposure to ROST
Bank and related banks (in accordance with the CBR's recent
announcement) was equivalent to at least 102% of Tier 1 equity
(based on the most recent available local GAAP report). Moody's
Interfax says that Kedr Bank's capital profile and its loss-
absorption capacity are materially weakened by its exposure to
ROST Bank and related banks. According to the CBR, ROST Bank is
itself now facing significant risk of insolvency absent any
external support.

Focus of the Review

The review will focus on the likely outcome of the DIA's action
and how it may impact Kedr Bank's liquidity profile and capital
position.

What Could Move the Ratings Up/Down

Kedr Bank's ratings have limited upside potential in the next 12
to 18 months given that the ratings are on review for downgrade.
However, the bank's ratings could be confirmed if Kedr Bank
receives necessary and timely support from the DIA that will
enable the bank to stabilise its credit profile and address
capital and liquidity risks.

Kedr Bank's ratings could be downgraded if there are any lapses
or delays in the implementation of the resolution plan, with the
bank defaulting on its liabilities and/or failing to address the
currently high risk of capital impairment.

Principal Methodology

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

Domiciled in Krasnoyarsk, Russia, Kedr Bank reported -- under its
audited IFRS -- total assets of RUB29.0 billion and total
shareholders' equity of RUB2.8 billion as at December 31, 2013.
For 2013, the bank recorded a net IFRS loss of RUB644.6 million.

Moody's Interfax Rating Agency's National Scale Ratings (NSRs)
are intended as relative measures of creditworthiness among debt
issues and issuers within a country, enabling market participants
to better differentiate relative risks. NSRs differ from Moody's
global scale ratings in that they are not globally comparable
with the full universe of Moody's rated entities, but only with
NSRs for other rated debt issues and issuers within the same
country. NSRs are designated by a ".nn" country modifier
signifying the relevant country, as in ".ru" for Russia. For
further information on Moody's approach to national scale
ratings, please refer to Moody's Rating Methodology published in
June 2014 entitled "Mapping Moody's National Scale Ratings to
Global Scale Ratings".

About Moody's and Moody's Interfax

Moody's Interfax Credit rating Agency (MIRA) specializes in
credit risk analysis in Russia. MIRA is a joint-venture between
Moody's Investors Service, a leading provider of credit ratings,
research and analysis covering debt instruments and securities in
the global capital markets, and the Interfax Information Services
Group. Moody's Investors Service is a subsidiary of Moody's
Corporation (NYSE: MCO).


KEDR BANK: Moody's Lowers Long Term Deposit Rating to 'Caa2'
------------------------------------------------------------
Moody's Investors Service has downgraded Kedr Bank's long-term
local- and foreign-currency deposit ratings to Caa2 from B3 and
placed these ratings on review for further downgrade. At the same
time, Moody's downgraded Kedr Bank's standalone bank financial
strength rating (BFSR) to E/Stable, now equivalent to a
standalone baseline credit assessment (BCA) of ca (formerly
E+/b3). The Not-Prime short-term global local and foreign-
currency deposit ratings were affirmed.

The downgrade of Kedr Bank's ratings reflects the increased risks
for creditors following the Central Bank of Russia's (CBR)
decision to impose temporary administration measures to Kedr
Bank. The state corporation Deposit Insurance Agency (DIA) will
perform the functions of the provisional administration. The
continued review for downgrade also captures the implementation
risks of the financial resolution plan for the bank, in
conjunction with the risk of anticipated losses that creditors
could incur without external support being provided to the bank.

Ratings Rationale

Moody's downgrade of Kedr Bank's long-term deposit ratings, and
the placement of these ratings on review for further downgrade,
is driven by the negative credit implications of placing the bank
into temporary administration. The rating action reflects Moody's
view that (1) Kedr Bank requires extraordinary support, as well
as (2) the rating agency's assessment of a high likelihood of
financial support being provided by the DIA, which is captured by
the Caa2 ratings. Moody's review for downgrade also reflects
uncertainty regarding the DIA's ability to fully implement the
resolution plan in a timely manner. The review also reflects
potential risks that Kedr Bank may be dissolved or liquidated,
leading to uninsured depositors potentially suffering material
losses corresponding to deposit ratings below the current Caa2
level.

Moody's notes that although Kedr Bank's liquidity cushion as of
18 November amounted to RUB4.8 billion or 17.1% of total assets
(this excludes interbank loans provided to ROST Bank, its parent
entity), there is now a higher liquidity risk associated with the
negative publicity following the CBR's recent announcement.

Furthermore, as of end-October 2014, Kedr Bank's exposure to ROST
Bank and related banks (in accordance with the CBR's recent
announcement) was equivalent to at least 102% of Tier 1 equity
(based on the most recent available local GAAP report). Moody's
says that Kedr Bank's capital profile and its loss-absorption
capacity are materially weakened by its exposure to ROST Bank and
related banks. According to the CBR, ROST Bank is itself now
facing significant risk of insolvency absent any external
support.

Focus of the Review

The review will focus on the likely outcome of the DIA's action
and how it may impact Kedr Bank's liquidity profile and capital
position.

What Could Move the Ratings Up/Down

Kedr Bank's deposit ratings have limited upside potential in the
next 12 to 18 months given that the ratings are on review for
downgrade. However, the bank's ratings could be confirmed if Kedr
Bank receives necessary and timely support from the DIA that will
enable the bank to stabilise its credit profile and address
capital and liquidity risks.

Kedr Bank's ratings could be downgraded if there are any lapses
or delays in the implementation of the resolution plan, with the
bank defaulting on its liabilities and/or failing to address the
currently high risk of capital impairment.

Principal Methodology

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

Domiciled in Krasnoyarsk, Russia, Kedr Bank reported -- under its
audited IFRS -- total assets of RUB29.0 billion and total
shareholders' equity of RUB2.8 billion as at December 31, 2013.
For 2013, the bank recorded a net IFRS loss of RUB644.6 million.



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


AYT GENOVA VI: S&P Lowers Rating on Class D Notes to 'B (sf)'
-------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in:

   -- AyT Genova Hipotecario II Fondo de Titulizacion
      Hipotecaria,

   -- AyT Genova Hipotecario III Fondo de Titulizacion
      Hipotecaria,

   -- AyT Genova Hipotecario IV Fondo de Titulizacion
      Hipotecaria,

   -- AyT Genova Hipotecario VI Fondo de Titulizacion
      Hipotecaria,

   -- AyT Genova Hipotecario VII Fondo de Titulizacion
      Hipotecaria,

   -- AyT Genova Hipotecario VIII Fondo de Titulizacion
      Hipotecaria,

   -- AyT Genova Hipotecario IX Fondo de Titulizacion
      Hipotecaria,

   -- AyT Genova Hipotecario X Fondo de Titulizacion Hipotecaria,
      and

   -- AyT Genova Hipotecario XI Fondo de Titulizacion
      Hipotecaria.

Specifically, S&P has:

   -- Affirmed its ratings on the class A notes in Genova II,
      III, and IV, the class A2 notes in Genova VI, VII, VIII,
      IX, X, and XI, the class B notes in Genova VII, and the
      class D notes in Genova XI; and

   -- Lowered its ratings on the class B notes in Genova II, III,
      IV, VI, VIII, IX, X, and XI, the class C notes in Genova
      VI, VII, VIII, IX, X, and XI, and the class D notes in
      Genova VI, VIII, IX, and X.

Upon publishing S&P's updated criteria for Spanish residential
mortgage-backed securities (RMBS criteria) and its updated
criteria for rating single-jurisdiction securitizations above the
sovereign foreign currency rating (RAS criteria), S&P placed
those ratings that could potentially be affected "under criteria
observation".

Following S&P's review of these transactions, its ratings that
could potentially be affected by the criteria are no longer under
criteria observation.

The rating actions follow S&P's credit and cash flow analysis of
the most recent transaction information that it has received from
the Aug. to Nov. 2014 payment dates.  S&P's analysis reflects the
application of its RMBS criteria and its RAS criteria.

Under S&P's RAS criteria, it applied a hypothetical sovereign
default stress test to determine whether a tranche has sufficient
credit and structural support to withstand a sovereign default
and so repay timely interest and principal by legal final
maturity.

S&P's RAS criteria designate the country risk sensitivity for
RMBS as 'moderate'.  Under S&P's RAS criteria, these
transactions' notes can therefore be rated four notches above the
sovereign rating, if they have sufficient credit enhancement to
pass a minimum of a "severe" stress.  However, as all six of the
conditions in paragraph 48 of the RAS criteria are met, S&P can
assign ratings to the senior-most classes of notes in each
transaction up to a maximum of six notches (two additional
notches of uplift) above the sovereign rating, subject to credit
enhancement being sufficient to pass an "extreme" stress.

As S&P's long-term rating on the Kingdom of Spain is 'BBB', its
RAS criteria cap at 'AA (sf)' the maximum potential rating for
the class A notes in Genova II, III, and IV, and the class A2
notes in Genova VI, VII, VIII, IX, X, and XI.  The maximum
potential rating for all other classes of notes is 'A+ (sf)'.

Credit enhancement, considering the current collateral balance
plus the available reserve fund, has increased for all classes on
notes in all of the transactions.

Class                            Available credit enhancement,
                                 excluding defaulted loans (%)
                          --Transaction--
           II   III    IV    VI   VII  VIII    IX     X     XI
A       10.19  9.52  9.09
A2                         8.07  8.78  8.56  8.03  8.68  11.23
B        3.82  3.54  3.29  6.11  5.50  6.37  5.91  5.90   8.67
C                          3.94  2.40  3.99  3.82  3.87   6.27
D                          1.54        1.61  1.76  1.28   4.57

The transactions' structures generate limited excess spread.
Although the available spread covers defaulted loans and
maintains reserve funds at the required levels for the most-
seasoned transactions, it is not sufficient to do so in the less-
seasoned ones.

The table below shows the percentages of the required amount the
reserve funds currently represent.

Transaction          Percentage of
                    required amount (%)
II                           93.30
III                          98.60
IV                          100.00
VI                           99.50
VII                          97.60
VIII                        100.00
IX                           88.40
X                            69.10
XI                           89.06

Severe delinquencies of more than 90 days for the Genova
transactions have always been stable and well below S&P's Spanish
RMBS index.  The most-seasoned transactions outperformed the
less-seasoned ones, with Genova IX, X, and XI having relatively
higher delinquencies.  Defaults are defined as mortgage loans in
arrears for more than 18 months in these transactions.
Cumulative defaults are also lower than in other Spanish RMBS
transactions that S&P rates.  Prepayment levels have always been
above the market average, which is due to the prime profile of
the borrower.

The table below shows severe delinquencies and cumulative
defaults.

Transaction               Severe       Cumulative
               delinquencies (%)     defaults (%)
II                          0.59             0.20
III                         0.35             0.22
IV                          0.42             0.14
VI                          0.36             0.36
VII                         0.34             0.57
VIII                        0.62             0.38
IX                          0.49             0.93
X                           0.99             1.14
XI                          0.78             1.25

After applying S&P's RMBS criteria to these transactions, its
credit analysis results show a decrease in the weighted-average
foreclosure frequencies (WAFF) and an increase in the weighted-
average loss severities (WALS) for each rating level in each
transaction.

The decreases in the WAFF are mainly due to the original loan-to-
value ratios and the different adjustments that S&P applies to
seasoned loans under its RMBS criteria.  The increases in the
WALS are mainly due to the application of S&P's revised market
value decline assumptions and the adjustments required under
paragraph 27 of its RMBS criteria to reach the minimum projected
losses.  The overall effect is an increase in the required credit
coverage for each rating level in each transaction.

Following the application of S&P's RAS criteria and its RMBS
criteria, S&P has determined that its assigned rating on each
class of notes in these transactions should be the lower of (i)
the rating as capped by S&P's RAS criteria and (ii) the rating
that the class of notes can attain under S&P's RMBS criteria.
The ratings on the class A notes in Genova II, III, and IV, the
class A2 notes in Genova VI, VII, VIII, IX, X, and XI, and the
class B notes in Genova VI, VII, VIII, and XI are constrained by
the rating on the sovereign.

The senior-most class of notes in each transaction (class A and
A2 notes) pass all of the conditions under S&P's RAS criteria.
Consequently, S&P's ratings on these classes of notes can be a
maximum of six notches above the sovereign rating.  S&P has
therefore affirmed its 'AA (sf)' ratings on these classes of
notes.

The class B notes in Genova VI and VII have sufficient credit
enhancement to withstand S&P's severe stresses.  However, they do
not pass all of the conditions under S&P's RAS criteria.
Consequently, the maximum uplift for these classes of notes is
four notches above the sovereign rating.  S&P has therefore
lowered to 'A+ (sf)' from 'AA- (sf)' its rating on Genova VI's
class B notes, and affirmed its 'A+ (sf)' rating on Genova VII's
class B notes.

The available credit enhancement for the class B notes in Genova
VIII and XI can withstand S&P's stresses up to three and four
notches above the sovereign rating, respectively.  S&P has
therefore lowered to 'A (sf)' from 'AA- (sf)' its rating on
Genova VIII's class B notes, and to 'A+ (sf)' from 'AA- (sf)' its
rating on Genova XI's class B notes.

S&P's credit and cash flow results indicate that the available
credit enhancement for the class B notes in Genova II, III, IV,
IX, and X, the class C notes in Genova VI, VII, VIII, IX, X, and
XI, and the class D notes in Genova VI, VIII, IX, and X is
commensurate with lower ratings than those currently assigned.
S&P has therefore lowered its ratings on these classes of notes.
The class D notes in Genova XI have sufficient credit enhancement
to withstand stress scenario in line with its current rating.
S&P has therefore affirmed its ratings on the class D notes in
Genova XI.

In addition to the decreased WAFF and the increased WALS, the
more severe cash flow modeling assumptions under S&P's RMBS
criteria (including additional stresses on delinquencies, back-
ended default-s curves, delayed recession timing, and longer
recovery timing) contributed to greater overall stresses on the
transactions.  When applying these assumptions, the transactions'
features (including relatively low levels of credit enhancement,
limited excess spread, and deferral interest triggers--if
applicable) constrain S&P's ratings on the junior classes of
notes.  This led to S&P lowering, by multiple notches, its
ratings on the affected tranches.

S&P also considers credit stability in its analysis.  To reflect
moderate stress conditions, S&P adjusted its WAFF assumptions by
assuming additional arrears of 8% for one-year and three-year
horizons, for 30-90 days arrears and 90+ days arrears.  This did
not result in S&P's ratings deteriorating below the maximum
projected deterioration that it would associate with each
relevant rating level, as outlined in S&P's credit stability
criteria.

In S&P's opinion, the outlook for the Spanish residential
mortgage and real estate market is not benign and S&P has
therefore increased its expected 'B' foreclosure frequency
assumption to 3.33% from 2.00%, when S&P applies its RMBS
criteria, to reflect this view.  S&P bases these assumptions on
its expectation of modest economic growth, continuing high
unemployment, and further falls in house prices for the remainder
of 2014, which will then level off in 2015.

On the back of improving but still depressed macroeconomic
conditions, S&P don't expect the performance of the transactions
in its Spanish RMBS index to improve in 2014.

S&P expects severe arrears in these portfolios to remain at their
current levels, as there are a number of downside risks.  These
include weak economic growth, high unemployment, and fiscal
tightening.  On the positive side, S&P expects interest rates to
remain low for the foreseeable future.

Barclays Bank S.A.U. is the bank account provider for these
transactions.  The documented remedy actions set the replacement
language at a 'A' rating category, provided that Barclays Bank
PLC's (A/Negative/A-1) capital participation in Barclays Bank
S.A.U. remains above 51% so that the ratings on the parent are
applicable to those on the Spanish branch.  S&P understands that
upon the completion of the sale of the Spanish subsidiary to
CaixaBank S.A. (BBB/Stable/A-2), announced in Sept. 2014, the
trustee will need to take remedial actions as the incoming
institution will not meet the minimum required rating.  S&P will
then place its ratings on those classes of notes in these
transactions that are above our rating on CaixaBank on
CreditWatch negative.

Genova II, III, IV, VI, VII, VIII, IX, X, and XI are Spanish RMBS
transactions backed by pools of first-ranking mortgages secured
over owner-occupied residential properties in Spain.  Barclays
Bank S.A.U. originated the underlying collateral between May 1989
and Dec. 2007.

RATINGS LIST

Class              Rating
            To                From

AyT Genova Hipotecario II Fondo de Titulizacion Hipotecaria
EUR800 Million Mortgage-Backed Floating-Rate Bonds

Rating Affirmed

A           AA (sf)

Rating Lowered

B           BBB- (sf)         AA- (sf)

AyT Genova Hipotecario III Fondo de Titulizacion Hipotecaria
EUR800 Million Mortgage-Backed Floating-Rate Bonds

Rating Affirmed

A           AA (sf)

Rating Lowered

B           BBB- (sf)         AA- (sf)

AyT Genova Hipotecario IV Fondo de Titulizacion Hipotecaria
EUR800 Million Mortgage-Backed Floating-Rate Bonds

Rating Affirmed

A           AA (sf)

Rating Lowered

B           BB+ (sf)          AA- (sf)

AyT Genova Hipotecario VI Fondo de Titulizacion Hipotecaria
EUR700 Million Mortgage-Backed Floating-Rate Bonds

Rating Affirmed

A2          AA (sf)

Ratings Lowered

B           A+ (sf)           AA- (sf)
C           BBB- (sf)         BBB+ (sf)
D           B (sf)            BB (sf)

AyT Genova Hipotecario VII Fondo de Titulizacion Hipotecaria
EUR1.4 Billion Mortgage-Backed Floating-Rate Bonds

Ratings Affirmed

A2          AA (sf)
B           A+ (sf)

Rating Lowered

C           BB+ (sf)          BBB (sf)

AyT Genova Hipotecario VIII Fondo de Titulizacion Hipotecaria
EUR2.1 Billion Mortgage-Backed Floating-Rate Bonds

Rating Affirmed

A2          AA (sf)

Ratings Lowered

B           A (sf)            AA- (sf)
C           BB+ (sf)          A (sf)
D           B (sf)            BB (sf)

AyT Genova Hipotecario IX Fondo de Titulizacion Hipotecaria
EUR1 Billion Mortgage-Backed Floating-Rate Bonds

Rating Affirmed

A2          AA (sf)

Ratings Lowered

B           BBB (sf)          A+ (sf)
C           BB+ (sf)          A- (sf)
D           B (sf)            BB (sf)

AyT Genova Hipotecario X Fondo de Titulizacion Hipotecaria
EUR1.05 Billion Mortgage-Backed Floating-Rate Bonds

Rating Affirmed

A2          AA (sf)

Ratings Lowered

B           BBB- (sf)         A (sf)
C           BB- (sf)          BBB+ (sf)
D           B- (sf)           BB- (sf)

AyT Genova Hipotecario XI Fondo de Titulizacion Hipotecaria
EUR1.2 Billion Mortgage-Backed Floating-Rate Bonds

Ratings Affirmed

A2          AA (sf)
D           BB- (sf)

Ratings Lowered

B           A+ (sf)           AA- (sf)
C           BBB (sf)          BBB+ (sf)


BANCO COOPERATIVO: Moody's Affirms D- Financial Strength Rating
---------------------------------------------------------------
Moody's Investors Service has affirmed all the ratings of Spain's
Banco Cooperativo Espanol, S.A (BCE) and changed to stable from
negative the outlook on the standalone D- bank financial strength
rating (BFSR) (equivalent to a baseline credit assessment (BCA)
of ba3).

The affirmation of BCE's ratings and the change of the outlook on
the BFSR to stable reflects the bank's reduced -- albeit still
high -- exposure to Spanish rural cooperatives that are BCE's
main counterparties because of the bank's role as service
provider and central treasury provider for these entities. In
addition, Moody's says that the gradual economic recovery in
Spain has substantially diminished the credit pressures on the
rural cooperatives, which is credit positive for BCE's ratings.

Ratings Rationale

Rationale for Affirmation of BCE's Ratings

The bank's reduction of its exposure to the Spanish rural
cooperatives sector, which nevertheless continues to be high, is
the main driver of the affirmations. BCE has traditionally
invested the excess liquidity of its member banks into interbank
deposits and fixed-income debt. In addition, in the recent past,
the bank's exposure to the rural cooperatives sector materially
increased because it also issued government-backed debt and
accessed European Central Bank (ECB) funding on behalf of its
member banks. These two activities have lessened in 2014, thereby
reducing BCE's exposure to Spanish rural cooperatives.

In addition, Moody's notes that the gradual economic recovery in
Spain has helped substantially reduce the risks to the credit
profiles of Spanish rural cooperatives. These entities largely
avoided the real-estate development excesses of the Spanish
savings banks owing to their restriction to their home markets,
and have been less affected by the broader economic recession
than other Spanish banks. The ability of Spanish rural co-
operatives to continue their track record of better asset-quality
performance in relation to the system average in Spain is a key
rating driver for BCE. At end-September 2014, Spanish rural
cooperatives associated under the Asociacion Espanola de Cajas
Rurales (AECR) reported an non-performing loan (NPL) ratio of
11.3%, below the 13.0% average for the Spanish banking system.
Moreover, Moody's notes that the stock of problem loans of these
entities has been broadly stable since end-September 2013.

Moody's views positively that BCE has reduced its high leverage
over the last year. However, the rating agency believes that the
bank's still-high leverage represents a significant weakness, as
it provides BCE with an insufficient cushion against any
unforeseen, unexpected losses. BCE reported a high Common Equity
Tier 1 (CET1 phased-in) ratio of 16.7% at end-September 2014.
However, Moody's notes that the risk weighting of BCE's assets is
very low, given that it is a wholesale-oriented institution
acting on behalf of the rural credit co-operatives. Its ratio of
shareholders' equity to total assets amounted to 2.0% at end-
September 2014 (1.3% a year earlier), and the ratio of risk-
weighted assets to total assets was 10.3%, which also shows the
low risk weighting of BCE's assets.

Rationale for Changing the Outlook to Stable on the BFSR

The stable outlook on BCE's standalone BFSR reflects Moody's view
that the risks to the Spanish rural cooperatives' credit profiles
-- and consequently for BCE's ratings -- have substantially
diminished.

The outlook on BCE's long-term deposit rating remains negative,
taking into account the adoption, in April 2014, of the Bank
Recovery and Resolution Directive (BRRD) and the Single
Resolution Mechanism (SRM) regulation in the EU. In particular,
this outlook reflects that the balance of risk for banks' senior
unsecured creditors has shifted to the downside. This is because
the legislation underlying the new resolution framework now in
place explicitly includes burden-sharing with unsecured creditors
as a means of reducing the public cost of bank resolutions. For
further details, please refer to Moody's Special Comment:
"Reassessing Systemic Support for EU Banks," published on 29 May
2014.

What Could Change the Rating Up/Down

Moody's might raise BCE's standalone BCA if (1) the performance
of Spanish rural cooperatives associated under the AECR improves
significantly; and/or (2) BCE reduces its very high leverage and
increases its capital base relative to total assets.

Moody's might lower the standalone BCA as a result of any of the
following (1) significant further deterioration in the rural co-
operatives' credit profiles; (2) the bank's inability to maintain
its role as a primary service provider for the rural co-
operatives; (3) any worsening in operating conditions beyond
Moody's current expectations (i.e. GDP growth of 1.2% for 2014);
and (4) a higher risk profile for the bank, which could stem from
aggressive new lending activities, or from other market or credit
activities outside of BCE's intermediary role for the rural co-
operatives.

A lowering of the BCA would prompt a downgrade of BCE's long-term
deposit rating. In addition, Moody's could downgrade BCE's
deposit rating as a result of the evolution of government
(systemic) support prospects in Spain and in the EU, in light of
developments associated with resolution mechanisms and burden
sharing for European banks.



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


PROSERV MIDCO: Moody's Assigns '(P)B3' Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service, has assigned a provisional (P)B3
corporate family rating to Proserv MidCo Inc. (Proserv).
Concurrently, Moody's has assigned a provisional (P)B2 rating to
the proposed USD365 million first lien term loan to be issued by
Proserv Acquisition LLC and Proserv Operations Limited, a
provisional (P)B2 rating to the proposed USD60 million first lien
revolving credit facility to be issued by Proserv Operations Ltd,
and a provisional (P)Caa2 to the proposed USD115 million second
lien term loan to be issued by Proserv Acquisition LLC. The
ratings outlook is stable. This is the first time Moody's has
assigned a rating to Proserv.

The proceeds from the term loans will be used to finance the
acquisition of the company by private equity firm Riverstone, and
pay related fees and expenses.

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

Company Profile

Headquartered in the United Kingdom, Proserv is a leading
provider of equipment and services and products to the upstream
oil and gas industry, specializing in the offshore and subsea
segments. The company's offering is divided across four business
segments: Drilling Control Systems (27% of LTM Sep-14 revenue),
Production Equipment & Systems (26%), Subsea Production Systems
(36%) and Marine Technology Services (11%).

Proserv has a permanent presence in 11 countries worldwide and
supplies all of the world's leading offshore basins, including
the Gulf of Mexico, Brazil, the North Sea, West Africa and Asia.
Its main customers include major subsea original equipment
manufacturers (OEM), diversified oilfield services companies and
independent E&P companies. Proserv's products and services are
utilized by its customers primarily during the development and
production phases of the oilfield exploration and production
lifecycle.

Proserv is owned by funds managed or advised by private equity
firm Riverstone Holdings LLC.

Ratings Rationale

Moody's notes that Proserv's products benefit from medium to long
term positive market fundamentals driven by increasing offshore
platform installations and ageing subsea wells but cautions that
the near-term outlook is more challenging. Before the recent fall
in oil prices, oil companies were already focusing on capital
efficiency and cost reduction, and the low oil price environment
will only exacerbate that trend. As a result, pricing pressure on
new contract bids are likely to arise and greenfield projects,
especially those at the margin or in early stages, are the most
at risk of being delayed, scaled back or cancelled. Whilst
Moody's also notes that Proserv has some degree of exposure to
brownfield projects, Moody's believe that if lower prices persist
for an extended period, non-critical works and investments on
existing fields could also be postponed.

The (P)B3 rating also reflects, among other factors: (1) the
company's relatively high leverage (as adjusted by Moody's); (2)
its small size, and recent rapid growth in a market with
significantly larger global competitors; (3) the cyclicality of
the oilfield services industry in which it operates; and (4) its
high capital expenditure and investment needs.

However, the rating is also supported by: (1) the supportive
market dynamics for the company's products and services; (2) its
leading positions in selected product categories; (3) its
expanding product offering; and (4) its good geographic and
customer diversity.

Pro-forma for the transaction, Proserv's debt/EBITDA adjusted by
Moody's will be approximately 6.5x at year-end 2014, including an
adjustment for the company's operating leases and development
costs. However, it has an adequate liquidity profile with pro-
forma unrestricted cash over-funding at closing of approximately
USD10 million, in addition to access to a new committed USD60
million first lien revolving credit facility with good financial
covenant headroom, of which Moody's expect approximately USD20
million to be used for guarantees, performance bonds and letters
of credit at closing. The CFR is weakly positioned at the (P)B3
level.

Outlook

The stable outlook reflects Moody's expectation that Proserv will
continue to generate positive organic sales growth albeit a
slower rate while stabilizing margins at current levels. The
stable outlook also does not accommodate any material debt-funded
acquisition activity, or shareholder-friendly actions such as
dividend payments.

What Could Change the Rating UP

Moody's do not expect upward pressure in the near term as the
company is weakly positioned in its rating category. However,
there could be positive pressure if Moody's-adjusted debt/EBITDA
ratio falls to 5.0x on a sustained basis whilst generating
positive free cash flow and keeping a solid liquidity profile.
Any potential upgrade would also include an assessment of market
conditions.

What Could Change the Rating DOWN

Moody's could downgrade the ratings if the company's liquidity
profile or debt protection ratios deteriorate as the result of a
weakening of its operational performance. Quantitatively, Moody's
could downgrade the ratings if the company's Moody's adjusted
debt/EBITDA ratio rises towards 7.0x or if the company fails to
generate free cash flow.

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

Proserv, headquartered in Aberdeen, UK, is a leading provider of
equipment and services and products to the upstream oil and gas
industry, specializing in the offshore and subsea segments. For
the financial year ended December 31, 2013, Proserv reported
revenues of approximately USD454 million pro-forma for the
acquisitions completed to date.

Proserv is owned by funds managed or advised by Riverstone
Holdings LLC, an energy and power-focused private investment firm
with USD$27 billion of equity capital raised to date.


REDRESS FINANCIAL: High Court Winds Up PPI Claims Company
---------------------------------------------------------
Redress Financial Management Limited, a Bradford-based Payment
Protection Insurance (PPI) claims management company, has been
wound up by the High Court for misusing clients funds.

The winding up follows an investigation by the Insolvency
Service.

The company, trading under the name "Redress Claims", charged
customers an up-front fee of between GBP95 and GBP395 plus a
percentage of the fee recovered, for PPI services, mis-sold
credit card claims, mis-sold mortgage claims and Unenforceable
Credit Agreements (UCA).

The Insolvency Service investigated the company, following
information from the Ministry of Justice and found many examples
of misconduct by the company including misusing client funds,
taking unauthorized payments from clients, failing to operate a
proper complaints procedure to the detriment of its customers and
failing to file statutory accounts and returns.

Commenting on the case, Alex Deane, an Investigation Supervisor
with the Insolvency Service, said, "This company operated with
flagrant disregard for the rules governing claims management
services and proper financial controls. The investigation and
subsequent legal action taken by the Service were long and
complex and I would like to thank officials from the Ministry of
Justice for their assistance in bringing the company's activities
to an end.

"Those responsible for such companies should be aware that the
Insolvency Service can and will take firm action against
companies which operate in this manner."

Redress Financial Management Limited was incorporated on May 8,
2007.  The registered office is Unit 3, the Courtyard, Mid Point,
Thornbury, Bradford, West Yorks, BD3 7AY.  The sole director of
Redress is Naman Ahmed Hussein

The petition to wind-up Redress Financial Management Limited was
presented under s124A of the Insolvency Act 1986 on Oct. 7, 2013.
The company was wound-up on Nov. 19, 2014.



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


* Atradius Expects Insolvencies to Remain High
----------------------------------------------
Insolvencies in many European economies are expected to remain
well above 2007 levels in 2014 and 2015 according to Atradius
Credit Insurance N.V.

The global economic outlook has deteriorated in the past six
months.  The pace of growth in the Eurozone and China has been
weaker than expected and the intensification of geopolitical
crises regarding Russia and the surge of IS in the Middle East
have undermined international confidence.

The early 2014 outlook has been dampened primarily by
disappointing performance in the Eurozone.  Persistent structural
imbalances and low inflation have held back growth and highlight
the fragile nature of the euro area's economic recovery.  Despite
some improvement in 2014, bankruptcies rose in France, Italy, and
Greece, and the average insolvency rate for the Eurozone remains
twice as high as the 2007 rate.  In the periphery, that figure
remains over 3.5 times 2007 levels.

Emerging markets are also expected to see increasing bank
failures.  Capital outflows, lower commodity prices, and slow
growth in advanced markets are restraining economic growth,
subsequently putting upward pressure on the bankruptcy rate.
Latin America's economic outlook has deteriorated significantly
as Brazil, its largest economy, is expected to stagnate.
Finally, economic growth in China is beginning to cool down which
will put upward pressure on insolvencies.

Economic performances in the US, UK, and Asia are underpinning
global growth.  The US is experiencing a broad-based economic
recovery.  As a result, annual business failures in the US have
fallen over the past few years. Further improvement in the
insolvency rate is not expected in 2015.  The UK's recovery is
also gaining ground and business failures are projected to
decrease by 3%.  Like the US, the level of insolvencies in the
UK, are expected to plateau in 2015.  Insolvency rates in the US
and UK remain 5% and 16% higher than in 2007.

John Lorie Chief Economist for Atradius commented, "Global
economic performance disappointed in 2014 with lower than
expected growth while insolvencies have fallen in most markets,
but remain high and above pre-crisis levels.  While the economic
recoveries in the US, UK, and Japan continued, the Eurozone
economy fell short due to persistent structural vulnerabilities
and low inflation which are undermining the recovery.  Emerging
markets paint a mixed picture, with Latin America and Eastern
Europe seeing slower growth, but Asian economic expansion
remaining strong.  Reduced growth in the global economy creates a
more challenging global business environment, putting upward
pressure on the number of business failures, leading us to
anticipate stagnation in insolvency levels in most markets in
2015."

    Insolvency growth (percentage change per annum)
                      2012        2013        2014f       2015f
    Australia           1            4          -13          0
    Austria             3          -10           -2         -3
    Belgium             4           11           -2          0
    Canada            -12           -2            0          0
    Denmark             0           -9          -17         -5
    Finland             0            6            0          0
    France              3            2            4          0
    Germany            -6           -7           -4         -5
    Ireland             3          -19           -6          0
    Italy              14           16           10         10
    Japan              -5          -11          -10        -10
    Luxembourg          8            2          -10        -10
    Netherlands        21           10          -20          0
    New Zealand        -8          -13           -2          5
    Norway            -12           20            0          3
    Portugal           42            8           -5         -5
    Spain              38           10          -15          0
    Sweden              7            4           -6          0
    Switzerland         3           -5           -4         -5
    United Kingdom     -4           -7           -3          0
    United States     -16          -17          -11          0

     Source: National bureaus, Atradius Economic Research

                      About Atradius

The Atradius Group -- http://www.atradius.com-- provides trade
credit insurance, surety and collections services worldwide and
has a presence through more than 160 offices in 50 countries.
Atradius has access to credit information on 100 million
companies worldwide.  Its products help protect companies
throughout the world from payment risks associated with selling
products and services on credit.


                            *********

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

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

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

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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-362-8552.


                 * * * End of Transmission * * *