---

        T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

         Wednesday, December 10, 2014, Vol. 15, No. 244

                            Headlines

D E N M A R K

OW BUNKER: Cockett Marine Hires 10 Former Employees in China


G E R M A N Y

ALBA GROUP: S&P Puts 'B' CCR on CreditWatch Negative
TECHEM GMBH: Fitch Affirms 'BB-' Issuer Default Rating


I C E L A N D

ORKUVEITA REYKJAVIKUR: Moody's Changes B1 Rating Outlook to Pos.


I R E L A N D

STRAWINSKY I PLC: Moody's Affirms 'C' Rating on Class E Notes


I T A L Y

FIAT CHRYSLER: S&P Affirms 'BB-' LT Corporate Credit Rating
LUCCHINI SPA: December 12 Deadline Set for Lecco Binding Offers


N E T H E R L A N D S

ACTION HOLDING: S&P Assigns 'B+' Corp. Credit Rating
METINVEST BV: Fitch Assigns 'CCC' Rating to USD289.7MM Bonds


N O R W A Y

EKSPORTFINANS: S&P Raises Subordinated Debt Rating to 'BB'


P O L A N D

ZABRZE CITY: Fitch Affirms 'BB+' IDR; Outlook Stable


R U S S I A

GALLERY MEDIA: S&P Cuts CCR to 'CCC' on Weak Liquidity
KOKS OAO: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
KRASNOYARSK KRAI: S&P Affirms 'BB-' ICR; Outlook Negative
PETROPAVLOVSK PLC: Mulls Deeply Discounted Rights Issue
SYNERGY OAO: Fitch Raises IDR to B+; Outlook Stable

UTAIR: Avialeasing Files Bankruptcy Petition
VOLZHSKIY CITY: Fitch Assigns 'B+' IDR; Outlook Stable


S W E D E N

NORTHLAND RESOURCES: Files Bankruptcy Request for Several Units
NORTHLAND RESOURCES: Bankruptcy Request for Swedish Units Okayed


U N I T E D   K I N G D O M

BRITAX GROUP: Moody's Lowers Corporate Family Rating to 'Caa1'
ETHEL AUSTIN: Returns to Scunthorpe
LEEDS RECYCLING: In Administration, Owes GBP2.57 Million
NORTEL NETWORKS: Northern Ireland Workers Awarded for Dismissal
PELAMIS WAVE: Parties 'Express Interest' in Firm

TOWERGATE FINANCE: Agrees to Sell Hayward Aviation to JLT
WHAT'S COOKING: Brought Out of Administration by Founder


                            *********


=============
D E N M A R K
=============


OW BUNKER: Cockett Marine Hires 10 Former Employees in China
------------------------------------------------------------
Jane Xie and Jacob Gronholt-Pedersen at Reuters report that
China-based traders said on Dec. 5 Cockett Marine, a Dubai-based
venture half-owned by commodities trader Vitol SA, has hired more
than 10 ex-OW Bunker employees in China, showing how swiftly
merchants are filling the vacuum left by the former top marine
fuel supplier.

According to Reuters, Cockett Marine's hiring will extend its
reach in China, where total sales of bunker fuel amount to around
900,000 tonnes of bunker fuel a month.  Dubai-based Cockett
Marine currently sells about 30,000 to 50,000 tonnes a month in
China, Reuters says, citing a China-based trader.

OW Bunker China, which had offices in Beijing and Shanghai, sold
around 80,000-100,000 tonnes of shipping fuel a month in China,
nearly 10% of the entire Chinese market, Reuters discloses.

Market sources said there were at least 10 traders in the China
team, and that finance and operations staff have also been
absorbed by Cockett Marine, Reuters notes.

According to Reuters, Singapore-based industry sources said
besides seizing OW Bunker China's businesses, Cockett Marine is
also looking to hire six to seven traders from OW Bunker's
Singapore office.

                        About OW Bunker

OW Bunker A/S is a Danish shipping fuel provider.

On Nov. 7, 2014, OW Bunker A/S, which went public in March,
declared bankruptcy and reported two employees at its Singapore
unit to the police following allegations of fraud.  It owes 15
banks a total of about US$750 million.

OW Bunker said on Nov. 5 it had lost US$275 million through a
combination of fraud committed by senior executives at its
Singapore office and poor risk management.  Trading in its shares
was suspended on Nov. 5 and the company said its banks had
refused to provide more credit.

OW Bunker's U.S. businesses, which opened in 2012 as part of its
global expansion, filed for Chapter 11 bankruptcy protection on
Nov. 13, 2014, in the U.S. Bankruptcy Court for the District of
Connecticut.  The U.S. subsidiaries have assets worth as much as
US$50 million and debt of as much as US$100 million.



=============
G E R M A N Y
=============


ALBA GROUP: S&P Puts 'B' CCR on CreditWatch Negative
----------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit ratings on German waste management firm ALBA
Group plc & Co. KG on CreditWatch with negative implications.

S&P also placed its 'CCC+' issue rating on ALBA Group's EUR203
million unsecured notes due in 2018 on CreditWatch negative.

The CreditWatch placement follows the group's announcement that
it had paid a significant amount in cash to acquire shares
tendered to it by ALBA SE's minority shareholders in the first
three weeks of Oct. 2014 (that is, after the end of the quarter
to Sept. 2014).

In 2011, the ALBA group acquired the majority stake in ALBA SE,
then known as Interseroh SE.  Consolidating ALBA SE within the
group required that it provide ALBA SE's minority shareholders
with a buyout offer for a price of EUR46.38 per share.  From 2012
until Sept. 2014, few minority shareholders tendered shares, so
the group's outflows to acquire them were not material.  However,
during the first three weeks of October 2014, there was a sharp
decline in ALBA SE's share price and the prices briefly declined
below EUR46 per share.  S&P understands that some minority
shareholders then tendered their shares to the group.

As of Sept. 30, 2014, the group had cash balance of about EUR20
million and about EUR92 million available under its EUR200
million of revolving and ancillary facility.  In the coming
weeks, S&P will discuss the impact of the share surrenders on the
group's liquidity with the group's management and seek greater
clarity on its strategy to mitigate the situation.  This is
critical as the group has material working capital build-up and
an amortizing debt repayment of about EUR15 million in the first
half of financial year 2015.  S&P recognizes that holders of the
$203 million senior unsecured notes do not have detailed
information regarding the group's EUR400 million senior credit
facility and S&P captures this in its assessment of management
and governance.

S&P anticipates that the debt-financed acquisition of the
tendered shares held could push the leverage beyond 5x, which
could cause S&P to revise down the financial risk profile to
"highly leveraged" from S&P's current assessment of "aggressive."

For the first nine months of 2014, the group's operating
performance has been broadly in line with S&P's base-case
expectation for financial 2014.  However, the scrap metal segment
continues to be weak, with limited expectation of recovery in the
scrap prices in the medium term.

S&P will resolve the CreditWatch placement within the next few
weeks, after it evaluates the effect of acquiring the tendered
shares of the minority holders on ALBA Group's credit metrics and
liquidity, and any mitigating actions from the group's
management. At this stage, S&P cannot rule out lowering the
rating by more than one notch.

S&P will lower the rating if it revises its assessment of ALBA
Group's liquidity down to "weak" or if S&P considers that its pro
forma adjusted debt-to-EBITDA ratio is likely to exceed 5x,
combined with a significant weakening of its cash flows.


TECHEM GMBH: Fitch Affirms 'BB-' Issuer Default Rating
------------------------------------------------------
Fitch Ratings has affirmed Germany-based sub-metering company
Techem GmbH's Long-term Issuer Default Rating (IDR) at 'BB-'.
The Outlook is Stable.

Fitch has also affirmed Techem's EUR425 million senior secured
loan and EUR410 million senior secured notes at 'BB'.  The EUR325
million subordinated notes issued by Techem Energy Metering
Service GmbH & Co. KG are also affirmed at 'B'.

The affirmation reflects Fitch's expectations of steady earnings
and cash flows.  Compared with its peers operating in a similarly
supportive regulatory environment and with largely contracted
non-cyclical utility-like revenues, Techem's projected funds from
operations (FFO) adjusted gross leverage of 5.5x over the medium
term is on the high end of the spectrum.  In addition, Fitch
expects a capex-driven temporary increase to around 5.9x in FY15
exhausting the rating headroom.  However, its leverage has to be
considered in the context of the company's market leadership in a
niche segment with high barriers to entry and robust operating
cash flows.

Since its refinancing in 2012 Techem has made mandatory term loan
prepayments amounting to EUR25 million.  Measured against
estimated total financial debt of EUR1,280 million outstanding at
end of the financial year ending March 31, 2015, this implies a
debt reduction of 2%. This together with future term loan
prepayments included in Fitch's rating case will in Fitch's view
not materially change Techem's leverage profile.  Fitch also
assumes regular dividend payments to the sponsor, and therefore,
have factored those in Fitch's rating consideration.

KEY RATING DRIVERS

Supportive Regulatory Environment

The sub-metering market is driven by a supportive regulatory
environment.  The Energy Efficiency Directive (EED) in the EU and
the trend for a fair pay-per-use billing in other countries will
continue to back Techem's existing operations in its core German
market and provide growth opportunities abroad.  Fitch sees the
risk of price regulation as fairly low.  The mandatory
requirement for installation of smoke detectors and water testing
(for legionella) in Germany underpins the benign operating
framework for Techem's new value-added services.

Resilient Underlying Earnings

The non-cyclical nature of revenues and the lack of exposure to
underlying resource prices (water, energy), combined with a
generally predictable cost base, translate into stable earnings
and internal cash generation.  The inherent strength of Techem's
business model is supported by long-term contracts with high
renewal rates derived from a diversified customer base.
Continuous product innovation with transition to radio-controlled
devices, reinforcement of the proprietary IT platform and switch
to own sales force further safeguard Techem's revenue base and
increase barriers to competition.

Germany Offers Scope and Scale

Fitch continues to view the solid Energy Services Germany
business as the backbone for Techem's earnings and cash flows.
The Energy Contracting division extends Techem's range of energy
services beyond the traditional sub-metering, which Fitch
generally regard as credit-enhancing.  However, the fairly modest
size and partly volatile revenue nature of the Energy Contracting
business means the impact of this business on improving the
quality of Techem's commercial risk is rather limited.

Growth From International Business

Fitch acknowledges the upside potential of certain under-
penetrated sub-metering markets in Europe.  Fitch also considers
business expansion in these markets as credit-enhancing as it
widens Techem's geographic reach and strengthens operating
profitability.  At the same time, some of these developing
markets carry higher operational volatility bringing about
revenue and earnings risk.  As a result, Fitch expects Techem's
Energy Services International to see mid-single digit revenue
growth and small EBITDA growth driven by volumes.

Dividends Embedded in Ratings

Fitch projects regular dividend payments of around EUR40 million
p.a. to Macquarie European Infrastructure Fund.  According to
Fitch's estimates, dividends at this level will not undermine
Techem's financial risk profile, provided that its organic cash
generation continues to grow on its current trend and that there
is no substantial re-leveraging.

Stable Credit Metrics

With an FFO adjusted gross leverage at 5.4x in FY14 Techem is
highly leveraged, and is projected to average around 5.5x until
FY18.  For FY15 Fitch forecasts a temporary re-leveraging to 5.9x
in anticipation of a drawdown under the additional acquisition
facility of EUR60m.  FFO interest cover is set to marginally
strengthen to 2.8x in FY18 from 2.5x in FY15, led by steady
EBITDA expansion.

RATING SENSITIVITIES

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

   -- FFO adjusted leverage at or above 6.0x or FFO interest
      coverage below 2.0x over a sustained period

   -- Sustained reduction in revenues and margin erosion to below
      30% (FY14: 33%), leading to persistently negative free cash
      flows (FCF)

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

   -- Further improvement in operating profitability through
      organic business growth, accelerated prepayment that
      reduces FFO adjusted leverage to below 4.5x on a sustained
      basis, together with FFO interest coverage greater than
      3.0x

LIQUIDITY AND DEBT STRUCTURE

Liquidity Sufficient

Fitch expects sufficient liquidity with resilient operating cash
flows capable of accommodating regular dividend payments and
mandatory term loan prepayments.  According to Fitch's corporate
rating methodology we have also considered restricted cash
reserves needed in operations.  Despite fluctuating annual cash
generation Techem is projected to maintain sufficient organic
liquidity.  This is supplemented by EUR35 million available under
revolving credit facility due September 2017.

Bullet Debt Structure

All debt is back-ended with the Senior Facilities Agreement
maturing in FY18 ahead of the senior and subordinated notes.
Fitch expects refinancing risk to remain fairly high, although
Techem's resilient cash flows and access to a diversified
leveraged loan and high yield investor base suggests that the
company should be able to refinance its debt.



=============
I C E L A N D
=============


ORKUVEITA REYKJAVIKUR: Moody's Changes B1 Rating Outlook to Pos.
----------------------------------------------------------------
Moody's Investors Service has revised the outlook on Orkuveita
Reykjavikur's (Reykjavik Energy) B1 issuer rating to positive
from stable. Concurrently, Moody's has affirmed this rating.

Ratings Rationale

The positive outlook acknowledges the progress Reykjavik Energy
has made with regard to strengthening its financial and liquidity
profile over recent years and the increased likelihood that the
company will meet Moody's ratio guidance for a rating's upgrade.

Reykjavik Energy's financial profile has improved as a result of
the company's strict implementation of a five-year plan approved
by the board of directors in March 2011. Owing to a very strong
commitment from management, the company has outperformed all
targets, including increasing revenues, reducing costs, as well
as postponing certain investments. The main challenge for
Reykjavik Energy has been executing asset sales, as these are not
directly under management control. Recently, Reykjavik Energy
managed to complete the sale of assets for a total of ISK9
billion (EUR58.8 million), which is close to the company's target
of ISK10 billion (EUR65.5 million) set for 2011-16.

Nevertheless, the exchange rate risk remains high owing to a
significant mismatch between the majority of Reykjavik Energy's
revenues being generated in Icelandic krona and the majority of
debt being denominated in foreign currency. Reykjavik Energy has
a number of long-term take-or-pay US dollar-denominated contracts
with aluminium smelting companies that provide valuable foreign
currency earnings, but these contracts are indexed to aluminium
prices and therefore expose the company to an additional source
of volatility.

Reykjavik Energy's liquidity has improved owing to the company's
accurate cash management and hedging agreements, which provides
greater visibility over funding and help to partially reduce its
interest rate, exchange rate and commodity risks.

Reykjavik Energy is a partnership and under its governing act the
partners -- the City of Reykjavik, which owns 93.5% of Reykjavik
Energy, the Town of Akranes and the Municipality of Borgabyggd,
which have shares for 5.5% and 1% respectively -- are responsible
for all the company's financial liabilities in proportion to
their shareholding (a guarantee of collection). The company's B1
rating incorporates two notches of uplift for potential
extraordinary support to the company's baseline credit assessment
(BCA, a measure of standalone credit strength) of b3.

Reykjavik Energy's rating factors in positively (1) the company's
strategic importance to Reykjavik, and Iceland more broadly,
given that the company provides essential utility services to
almost 70% of the Iceland's population; and (2) the high
proportion of Reykjavik Energy's activities that are regulated,
which account for around 60% of the company's EBITDA. The rating
is however, constrained by (1) Reykjavik Energy's still high
financial leverage; (2) its exchange rate risk; (3) the company's
exposure to aluminium prices; and (4) its modest financial
flexibility with regard to liquidity, given the company's very
substantial debt (ISK188 billion, or EUR1.2 billion, as at end-
September 2014).

Rationale for Positive Outlook

The positive rating outlook reflects Moody's expectation that
Reykjavik Energy will continue to prudently manage its liquidity
and improve its financial position.

What Could Change the Rating UP/DOWN

Moody's could consider an upgrade if (1) Reykjavik Energy
continued to demonstrate the ability to withstand significant
volatility in commodity and financial markets and maintain its
access to debt markets; and (2) the company's funds from
operation (FFO)/debt ratio was expected to be above 10% on a
sustainable basis. This would also assume no changes to the
support from the owner's assumption incorporated into Reykjavik
Energy's rating.

Conversely, Moody's could stabilize the outlook or downgrade
Reykjavik Energy's rating if it appears likely that the company's
currently available liquidity and bank lines are not sufficient
to insulate it from market risks, particularly in relation to
exchange rates, aluminium prices or interest rates. The rating
would also come under downward pressure if (1) there were delays
in the execution of the five-year plan or unexpected operational
costs, which would result in increased funding requirements; and
(2) the company were unable to raise debt in the domestic or
international markets.

Principal Methodology

The principal methodology used in rating Reykjavik Energy was
Government Related Issuers, published in October 2014.

Reykjavik Energy is the largest multi-utility in Iceland
providing electricity, hot water, heating, cold water and waste
services to almost 70% of the Icelandic population. It is
Iceland's second-largest electric utility after Landsvirkjun. As
at fiscal year ending 2013, the company had revenues of ISK38
billion (EUR240 million).



=============
I R E L A N D
=============


STRAWINSKY I PLC: Moody's Affirms 'C' Rating on Class E Notes
-------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Strawinsky I P.L.C.:

EUR23 million Class B Senior Secured Floating Rate Notes due
2024, Upgraded to Aa2 (sf); previously on Apr 15, 2014 Upgraded
to A1 (sf)

EUR19 million Class C Senior Secured Deferrable Floating Rate
Notes due 2024, Upgraded to B3 (sf); previously on Apr 15, 2014
Affirmed Caa2 (sf)

Moody's also affirmed the ratings of the following notes issued
by Strawinsky I P.L.C.:

EUR43 million (Current Outstanding Balance of EUR15.8M) Class A2
Senior Secured Floating Rate Notes due 2024, Affirmed Aaa (sf);
previously on Apr 15, 2014 Upgraded to Aaa (sf)

EUR12 million (Current Outstanding Balance of EUR 14.1M) Class D
Senior Secured Deferrable Floating Rate Notes due 2024, Affirmed
Ca (sf); previously on Apr 15, 2014 Affirmed Ca (sf)

EUR10.27 million (Current Outstanding Balance of EUR13.9M) Class
E Senior Secured Deferrable Floating Rate Notes due 2024,
Affirmed C (sf); previously on Apr 15, 2014 Affirmed C (sf)

Strawinsky I P.L.C., issued in August 2007, is a multi-currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield senior secured European loans. The portfolio is
managed by IMC Asset Management B.V. This transaction passed its
reinvestment period in August 2013.

Ratings Rationale

According to Moody's, the rating actions taken on the notes
result from an improvement in over-collateralization ratios
following the August 2014 payment date. The Class A2 amortized by
approximately EUR16.3 million or 38.0% of its original
outstanding balance.

As a result of the deleveraging, over-collateralization of
Classes A/B and C have increased. As of the trustee's November
2014 report, the Class A/B, Class C, Class D and Class E had
over-collateralization ratios of 164.9%, 110.71%, 88.99% and
74.54%, respectively, compared with 146.7%, 107.82%, 90.75% and
78.74% respectively, as of the trustee's March 2014 report.

The key model inputs Moody's uses, such as par, weighted average
rating factor, diversity score and the weighted average recovery
rate, are based on its published methodology and could differ
from the trustee's reported numbers. In its base case, Moody's
analyzed the underlying collateral pool as having a performing
par and principal proceeds balance of EUR63.30 and GBP 6.93
million, defaulted par of EUR32.4 million, a weighted average
default probability of 30.41% (consistent with a WARF of 4,896),
a weighted average recovery rate upon default of 39.80% for a Aaa
liability target rating, a diversity score of 7 and a weighted
average spread of 4.23%.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed a recovery of 50% of the 79.05% of the portfolio
exposed to first-lien senior secured corporate assets upon
default and 15% of the remaining non-first-lien loan corporate
assets upon default. In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors. Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Methodology Underlying the Rating Action:

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

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

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of 1) uncertainty about credit conditions in the
general economy especially as 15% of the portfolio is exposed to
obligors located in Spain 2) the concentration of lowly- rated
debt maturing between 2014 and 2015, which may create challenges
for issuers to refinance. CLO notes' performance may also be
impacted either positively or negatively by 1) the manager's
investment strategy and behavior and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Additional uncertainty about performance is due to the following:

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

2) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. Moody's tested for a possible
extension of the actual weighted average life in its analysis.
The effect on the ratings of extending the portfolio's weighted
average life can be positive or negative depending on the notes'
seniority.

3) Around 51% of the collateral pool consists of debt obligations
whose credit quality Moody's has assessed by using credit
estimates.

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

5) Lack of portfolio granularity: The performance of the
portfolio depends on the credit conditions of a few large
obligors. Because of the deal's low diversity score and lack of
granularity, Moody's substituted its typical Binomial Expansion
Technique analysis by a simulated default distribution using
Moody's CDOROMTM software.

6) Foreign currency exposure: The deal has a 16.5% exposure to
non-EUR denominated assets. Volatility in foreign exchange rates
will have a direct impact on interest and principal proceeds
available to the transaction, which can affect the expected loss
of rated tranches.

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



=========
I T A L Y
=========


FIAT CHRYSLER: S&P Affirms 'BB-' LT Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
and 'B' short-term corporate credit ratings on automotive
manufacturer Fiat Chrysler Automobiles NV (FCA).

At the same time, S&P assigned a 'B-' issue rating and a '6'
recovery rating to the proposed US$2.5 billion mandatory
convertible bond (MCB).  The amount and terms of this offering
are subject to market conditions.

The affirmation reflects S&P's view that the MCB issuance and
planned sale of common shares supports FCA's financial risk
profile and thereby mitigates downside risks to the ratings.
Such risks may have otherwise arisen from ongoing negative free
operating cash flows (FOCF), caused by sizable ongoing capital
expenditures (capex) related to its 2014-2018 business plan,
against a backdrop of weaker operating conditions in certain
regional markets, such as Latin America.  Whereas previously S&P
was forecasting a ratio of funds from operations (FFO) to debt of
about 10%-13% for 2014 and 2015, S&P now expects a slightly
stronger level of 12%-14%.  This more comfortably positions the
company's leverage metrics in line with the rating, albeit still
at the weaker end of the range.

FCA has also announced plans to separate its 90% stake in the
Ferrari luxury car business during 2015, by way of a public
offering of FCA's interest in Ferrari equal to 10% of Ferrari's
outstanding shares, and a distribution of FCA's remaining Ferrari
shares to FCA shareholders.  S&P sees this as slightly negative
for the company's credit quality.  Ferrari accounts for just a
small component of the group's revenues (EUR2.3 billion in 2013);
however, due to its higher operating profit margin of about 16%,
S&P considers that its disposal will slightly dilute FCA's
profitability and business diversity.  S&P notes that FCA expects
to lower its own net industrial debt as a result of the
transaction by about EUR0.7 billion.

S&P's "fair" business risk profile assessment is unchanged and
reflects its view of the group's well-established market
positions in passenger cars and light trucks, good regional
diversity, and improving market conditions in the U.S.  These
strengths are partly offset by the group's focus on the small to
midsize car and light truck segments, including low capacity
utilization and ongoing overcapacity in the European volume
segment, where losses have continued, albeit narrowed.
Furthermore, market conditions in Latin America have deteriorated
significantly.

S&P's "aggressive" financial risk profile assessment is unchanged
and reflects the significant cash balances of EUR7.4 billion in
its industrial business (excluding cash held by Chrysler) as at
Sept. 30, 2014.  Not only does this provide a buffer against a
market downturn, it could be used as a source of financing.  This
is partly offset by S&P's forecast that FOCF will be negative in
both 2014 and 2015 at EUR2.0 billion-EUR2.5 billion because of
sizable capex of EUR8.0 billion-EUR9.0 billion per year in
support of the company's expansion plans

S&P's base case is unchanged and assumes:

   -- Low-single-digit revenue growth in 2014 and 2015, mainly
      due to higher volumes in North American Free Trade
      Agreement countries and Asia-Pacific, offsetting weaker
      conditions in Latin America and Europe, the Middle East,
      and Africa.

   -- For 2014, S&P forecasts a reported EBITDA margin (before
      unusual items) of 8.5%-9.0%, with a slight improvement to
      9.0%-9.5% in 2015.

   -- S&P forecasts negative free operating cash flows of EUR2.0
      billion-EUR2.5 billion in both 2014 and 2015, depending in
      part on the level of capex, which S&P expects to be EUR8.0
      billion-EUR9.0 billion in each year.  No expected dividends
      during 2014 and 2015.

   -- S&P continues to exclude sizable cash balances in Chrysler
      from its leverage and liquidity analysis.

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

   -- During 2014 and 2015, S&P sees the ratio of FFO to debt in
      the 12%-14% range, and the ratio of adjusted debt to EBITDA
      in the 4.0x-4.5x range.

S&P expects FCA and Chrysler to continue to operate their
treasury and liquidity separately, as FCA's access to Chrysler's
cash flow and retained cash is significantly constrained by terms
and conditions in Chrysler's debt agreements.  As a result, S&P
excludes Chrysler's cash balances from our leverage metrics and
liquidity analysis.

That said, during 2015 and 2016 and in line with S&P's existing
expectations, it anticipates that FCA and Chrysler will begin to
operate its treasury and liquidity on a more integrated basis, as
it seeks to remove restrictions on the movement of cash within
the group.  This could allow FCA to gain full access to
Chrysler's cash flow and retained cash.  On this basis, S&P would
expect to factor this development into its ratings once it sees
the company take concrete steps in this direction.  S&P continues
to assess FCA's business and financial risk profiles on a
consolidated basis.  S&P also excludes FCA's financial services
activities from its analysis.

As of Sept. 30, 2014, Standard & Poor's-adjusted debt was EUR31.3
billion, which is about EUR5.1 billion higher than at year-end
Dec. 31, 2013.  S&P makes analytical adjustments to reported
gross debt of EUR32.9 billion, mainly by adding EUR6.9 billion
for pensions, subtracting EUR4.7 billion for captive finance
debt, and EUR5.4 billion for surplus cash.  For S&P's surplus
cash adjustment, it deducts EUR11.2 billion, which is held by
Chrysler and the captive finance operations, and apply a 25%
haircut to the remaining EUR7.2 billion.  S&P also adds EUR1.4
billion to debt for trade receivables sold and operating leases.
On this basis, S&P estimates that the ratios of FFO to debt and
debt to EBITDA were approximately 10% and 5.4x, respectively, for
the year to Sept. 30, 2014.

S&P assess the proposed MCB as having "high" equity content for
an amount representing the nominal amount that will be issued,
minus the make-whole coupon amount that the company could pay in
cash in certain cases of an early conversion.  The latter amount
gradually decreases over time.

At conversion, the bonds convert into FCA shares.  In line with
S&P's criteria, it bases the "high" equity content ascribed to
the bulk of the issue on the bonds' maturity to conversion of not
more than two years; the bonds' deep subordination; the inclusion
of a conversion price floor no less that the common share price
at the time of initial issuance; and the bonds' coupon
deferability at the issuer's discretion.  S&P's assessment
reflects its analysis of draft documentation and is subject to
its review of the final terms and conditions.

Consequently, in S&P's calculation of FCA's credit ratios, it
treats 100% of the principal minus the maximum make-whole amount
and accrued interest as equity rather than as debt, and the
related payments as equivalent to a common dividend, in line with
S&P's hybrid capital criteria.  The make-whole premium is instead
treated as debt.

According to S&P's criteria, the three-notch difference between
its 'B-' rating on the hybrid notes and its 'BB-' corporate
credit rating on FCA reflects two notches for the notes'
subordination because the corporate credit rating on FCA is
speculative grade; and an additional notch for the optional
deferability of interest. The notching of the securities takes
into account S&P's view that there is a relatively low likelihood
that FCA will defer interest payments.  Should S&P's view change,
it may significantly increase the number of downward notches that
it applies to the issue rating, and more quickly than S&P might
take a rating action on FCA.

The stable outlook on FCA reflects S&P's view that the company
will demonstrate credit metrics that it considers to be
consistent with the ratings over 2014 and 2015.  These are,
namely, adjusted debt to EBITDA of 4.0x-4.5x, and FFO to adjusted
debt of 12%-14%. The FFO-to-debt ratio remains at the weaker end
of the range for the rating.

S&P anticipates that FCA will begin to take measures to
facilitate cash flow movements within the group during 2015 and
2016, and on this basis, S&P would expect to factor this
development into its ratings once it sees FCA take tangible
steps.

S&P could lower the long-term rating if FCA exhibits weaker-than-
expected operating cash flows or profitability -- for example, if
results in Latin America are persistently weak--and FCA also
maintains its high level of capex, such that leverage metrics
become sustainably weaker than adjusted debt to EBITDA of above
5.0x and FFO to debt of below 12%.

S&P could raise the long-term rating if FCA achieves far stronger
credit metrics on a sustainable basis--such as debt to EBITDA
below 4.0x and adjusted FFO to debt above 20%--and reduces its
absolute amount of adjusted debt.  Actions to permanently
strengthen access to Chrysler's cash flows and retained cash
balances could also result in a positive rating action.


LUCCHINI SPA: December 12 Deadline Set for Lecco Binding Offers
---------------------------------------------------------------
Dott. Piero Nardi, the Extraordinary Receiver of Lucchini S.p.A.
in extraordinary receivership proceedings and Servola S.p.A. in
extraordinary receivership proceedings, on Dec. 1 disclosed that
it received of a binding offer for the purchase of the business
complex for the rolling activity run by Lucchini at the Servola
building in Lecco, Via Arlenico 22.

The Receiver invites all the interested parties and the bidder to
submit better binding offers.

The offer provides, in short, for:

  (i) the payment (to be made at the signature of the notarial
      deed of sale) of a fixed consideration of EUR12,000,000;

(ii) the transfer of all the n. 77 employees of the said
      business complex to the bidder (as purchaser) and the
      assumption by the bidder (as purchaser) of the undertakings
      set forth under art. 63, paragraph 2 of the Legislative
      Decree 8.7.1999 n 270;

(iii) the absence of guarantees of the Proceedings (as sellers);
      and

(iv) the exclusion, as per art. 63, paragraph 2, Legislative
      Decree 8.7.1999 n.270, of the bidder's responsibility (as
      purchaser) for the debts of the business complex and the
      building above arisen out before the date of the notarial
      deed of sale.

Interested parties may request the Extraordinary Receiver (at the
following address: affarisocietari@pec.lucchini.com)

  (i) the text of the sale pre-contract and its annexes (which
      must be returned to the Extraordinary Receiver, duly signed
      on each page together with the binding offer); and

(ii) the text of the guarantee.

Binding offers must be submitted to the Extraordinary Receiver at
the Notary Angela Lallo, Via Leonardo da Vinci, 3 - 57025
Piombino (Livorno) no later than 4:00 p.m. (Italian time) of the
December 12, 2014 in a sealed envelope (to be sent by registered
mail and/or courier) carrying the reference "Binding offer for
the purchase of the Lecco Rolling Business Complex and the Lecco
building".  The binding offers shall be declared firm,
irrevocable and valid for a period of 180 days from the deadline
for the submission of offers.  Offer for parties to be nominated
shall not be accepted.

In order not to be excluded from the process, the bidder must
submit to the Extraordinary Receiver, along with the above
mentioned offer and to guarantee its reliability, a deposit (in
the form of a first demand bank guarantee without the right of
raising exceptions to be drafted in strict compliance with
the text that will be provided by the Extraordinary Receiver)
equal to the 8% of the offered purchase price.

The Extraordinary Receiver shall evaluate the received offers
according to the criteria set forth under Chapter 13 of the
Program for the sale of the business complexes as approved by the
Ministry of Economic Development on 7.11.2013 and so considering
the offered purchase price, the industrial characteristics and
the financial solidity of the potential buyer and its intentions
to preserve the integrity and uniformity of the business/assets
on sale.

This notice is an invitation to offer and not an offer to public
as per art. 1336 of the Italian Civil Code.

The publication of this notice does not imply any Extraordinary
Receiver's obligations to admit the bidders to the tender
procedure of sale and/or to enter into negotiation for the sale
and/or to sell and does not entitle the bidders to receive any
performance by the Extraordinary Receiver and/or Lucchini
and/or Servola for any reasons.

Any final decision on the sale of the business complex and the
building above shall be subject to the authorizing power of the
Ministry of Economic Development, after consultation with the
Supervisory Board.



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


ACTION HOLDING: S&P Assigns 'B+' Corp. Credit Rating
----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
corporate credit rating to Netherlands-based nonfood discounter
Action Holding B.V.  The outlook is stable.

At the same time, S&P assigned its 'B+' issue rating to the
proposed EUR780 million term loan due 2021 and the proposed EUR60
million super senior revolving credit facility (RCF) due 2020.
The recovery rating on these instruments is '3', indicating S&P's
expectation of meaningful (50%-70%) recovery prospects.

The proposed issue ratings are subject to the successful issue of
the abovementioned debt and S&P's satisfactory review of the
final documentation.

The ratings reflect S&P's view of Action Holding's "highly
leveraged" financial risk profile and "satisfactory" business
risk profile, according to S&P's criteria.

S&P's view of Action's financial risk profile as "highly
leveraged" mainly reflects the company's aggressive financial
policy, under its ownership by a financial sponsor.

This proposed transaction is the second major dividend
recapitalization since the acquisition of Action Holdings in 2011
by the funds advised by 3i Group.  Following a dividend
recapitalization in 2013, the company has been able to rapidly
deleverage as a result of a successful execution of its store
expansion strategy, which has led to strong sales and profit
growth.

Under the new proposed recapitalization transaction, the company
aims to issue EUR780 million of new term loans.  The new loans,
together with cash on the balance sheet of about EUR76 million,
will be used to refinance about EUR562 million of existing bank
loans, repay EUR98 million of subordinated shareholder loans,
distribute dividends of about EUR186 million, and pay for
transaction fees of about EUR10 million.

Following these transactions, S&P forecasts that the company's
Standard & Poor's-adjusted leverage will be 4.8x by the end of
2015.  S&P treats the subordinated shareholder loans as debt, and
therefore include them in its adjusted debt calculations.
Accordingly, the full repayment of the EUR98 million of
subordinated shareholder loans, and the higher profits over 2015,
will somewhat offset the effects of the higher bank debt in S&P's
adjusted leverage metrics.

S&P views Action Holding's financial risk profile as "highly
leveraged."  This mainly reflects the company's aggressive
financial policy, with respect to shareholder returns under its
ownership by a financial sponsor.

Nevertheless, S&P recognizes that some of its adjusted credit
ratios are better than this assessment would suggest.  Given its
operating lease structure, S&P believes that the lease-adjusted
ratios (in particular, adjusted debt to EBITDA) are best
complemented by other ratios, such as the unadjusted EBITDAR
(EBITDA including rent costs) interest plus rent coverage ratio
(EBITDAR coverage, a ratio that measures an issuer's lease-
related obligations by capturing actual rents instead of minimum
contractual rents).  This ratio indicates a more leveraged
financial risk profile for Action Holding.

Following the transaction, and through profit growth over 2015,
S&P expects that Action Holding's adjusted debt to EBITDA will
fall below 5x (4.8x in financial 2015) and decrease gradually.
At the same time, due to its ongoing store expansion growth
strategy, S&P anticipates that its EBITDAR coverage ratio will
remain broadly around 2.2x, a level commensurate with our "highly
leveraged" financial risk profile category.

S&P's assessment of Action Holding's business risk profile as
"satisfactory" incorporates S&P's view of the company's "above-
average" profitability and its position as the leading discounter
in Belgium and the Netherlands.  Action Holding has an ongoing
roll-out strategy and has actively extended its international
presence to Belgium, Germany, and France.  The company currently
operates 146 stores outside the Netherlands (81 stores in
Belgium, 33 in Germany, and 32 in France).

Action Holding's discounter retail format with a broad range of
mostly nonfood merchandise has performed particularly well in
recent years, somewhat attributable to weak economic conditions.
Given its low prices, it should be able to grow sales from
positive same-store sales and opening new stores, particularly
outside the Benelux region.  That said, consumers from a wide
demographic profile have also embraced Action Holding's low
prices and product offerings, leading to high-single-digit like-
for-like sales growth since its operation's inception.

The business risk profile is constrained, however, by the tough
price competition in all of its key markets, which caps any
meaningful gross profit margin expansion.  S&P also believes that
the company's ability to continually push suppliers to offer low
prices to raise gross margins is somewhat limited, due to its
indirect sourcing model.

S&P's base case assumes:

   -- Strong double-digit revenue growth for the next two years
      owing to new store growth accompanied by positive like-for-
      like revenue growth from existing stores.  Around 30% of
      revenue growth in 2014, driven primarily by rapid new
      stores growth.

   -- Strong pipeline of new store growth; increasing to 560
      stores in 2015.

   -- Addition of 50 new stores every year from 2015, resulting
      in revenue growth of 15% in 2015 and normalizing at around
      8%-10% thereafter.

   -- Continued investment in prices should see the gross margin
      decline by 100 basis points to around 35% in 2014, after
      which it should broadly stabilize.  Higher store operating
      costs, mainly as a result of the changing country mix.  In
      France and Germany, store costs are slightly higher, due to
      start-up costs and somewhat different cost structures,
      linked to lower current volume.  This should be somewhat
      offset by decreased general expenses as increasing store
      portfolio leads to productivity gains and economies of
      scale.

   -- Working capital to be slightly negative due to higher
      inventory.

   -- Capex of around EUR50 million-EUR60 million for 2015.

Based on these assumptions, following the completion of the
recapitalization transaction, S&P arrives at these credit
measures:

   -- Adjusted debt to EBITDA at 4.8x in 2015 reducing gradually
      to 4.5x in 2016.

   -- Adjusted funds from operations (FFO) to debt of range 12%-
      14%.

   -- Positive FOCF from 2015 onward due to capex moderation to
      the range of EUR45 million-EUR55 million.  EBITDAR coverage
      ratio will remain broadly around 2.2x.

The outlook is stable, and reflects S&P's view that the company
will continue to successfully implement its growth strategy,
resulting in sales and profits growth.  Due to significant profit
growth, S&P still sees prospects for adjusted debt to EBITDA
falling below 5x toward the end of 2015, accompanied by a
moderate reduction in senior debt leverage.  At the same time,
due to its ongoing store expansion growth strategy, S&P
anticipates that its EBITDAR coverage ratio will remain broadly
around 2.2x, a level commensurate with S&P's "highly leveraged"
financial risk profile category.

Although S&P anticipates that the company's metrics will continue
to improve as a result of the business' rapid growth, S&P
believes the risk of releveraging from shareholder returns will
remain. This constrains the company's financial risk profile in
the "highly leveraged" category.

S&P considers downside rating scenarios to be mainly accompanied
by further aggressive financial policy toward shareholder
remuneration, which could cause S&P to lower its financial policy
score to FS-6 (minus).  Rating pressure could also arise from
excessive capex spending on increasing the number of stores
without corresponding sales and profit growth.

S&P could also lower the rating if the company is not able to
execute its growth strategy outside the Benelux region or
experiences an unexpected loss of market share or considerable
revenue or profit decline in The Netherlands or Belgium.  This
could lead to lower profitability, which could cause S&P to lower
the business risk profile to the "fair" category.

S&P could also lower the rating if, due to increased capex spend
or lower EBITDA, the EBITDAR coverage ratio weakens materially
below 2x.

While S&P expects a moderate improvement in leverage, it do not
expect a positive rating action over the next year due to the
financial sponsor's track record of regular shareholder returns.
However, S&P may consider raising the ratings if the management
commits to prudent financial policy on shareholder returns, such
that adjusted leverage could remain well below 5x, with the
EBITDAR coverage ratio remaining comfortably in excess of 2.2x,
on a sustainable basis.


METINVEST BV: Fitch Assigns 'CCC' Rating to USD289.7MM Bonds
------------------------------------------------------------
Fitch Ratings has assigned Metinvest B.V.'s USD289.7 million
10.5% guaranteed amortizing bonds due 2017 a final 'CCC' senior
unsecured rating with a Recovery Rating 'RR4'.  The
semi-annual interest and principal repayments are first due in
May 2016.

The new bonds were issued pursuant to an exchange offer in
respect of Metinvest's existing USD500 million 2015 notes.  Some
USD386.4 million existing notes were exchanged and USD113.6
million remain outstanding. Cash consideration of USD250 per
USD1,000 in the nominal amount of the existing notes was paid for
the exchange.

The bond rating is in line with Metinvest's Long-term Issuer
Default Rating (IDR) of 'CCC', which remains constrained by the
Ukrainian sovereign rating.  The bonds rank pari passu with
existing senior unsecured debt and benefit from guarantees from
several group companies (together these companies represented 76%
of the group's assets and 82% of the adjusted EBITDA in 1H14).
The notes also include a limitation on liens, restrictions on
dividends (less than 50% of net income and not exceeding USD400m)
and limitations on additional indebtedness (subject to
consolidated debt/EBITDA being less than 3x).

The assignment of the final rating follows receipt of documents
conforming to the information previously received.  The final
rating is the same as the expected rating assigned on 21 October
2014.

KEY RATING DRIVERS

Ratings Constrained by Sovereign

The sovereign rating constraint reflects Metinvest's exposure to
Ukraine as the source of its raw materials, the location of its
major plants, and its significance as an end-market for its
products.  Its standalone creditworthiness of 'B-' reflects high
exposure to geopolitical risks in the Donbas region, where the
company's main assets are located, generating significant risk of
further operational disruption.  It also reflects potential
difficulties in refinancing upcoming maturities, and high
domestic inflation even though this factor is offset by the
depreciation of the hryvnia (by more than 50% in 2014 vs. USD).

Damaged Operations Reduce Profitability

Intensified military actions in the Donetsk region during the
summer months of 2014 severely impacted the company's main
metallurgical assets and the regional railway infrastructure.
The company's Ilyich and Azovstal steel plants have been
operating at 50%-60% of their capacity while the Yenakiive steel
plant was halted in mid-August 2014, decreasing its crude steel
production by 60% qoq in 3Q14 to 282,000 tons.  The Avdiivka
coke-processing plant was also halted for several weeks due to
damage caused by a rocket and is currently gradually increasing
its production. Overall, Fitch forecasts only 50% of the total
steel production capacity to have been delivered in 2H14.

The company's mining activities are operating normally with the
exception of the Krasnodon coal facility, which is impacted by
damaged rail infrastructure.

Supplies of coking coal are increasingly dependent on third-party
supplies, mainly due to the higher cost of internal coal supplies
and/or disruptions at Metinvest's Ukrainian mines.

For 9M14 the company reported USD2 billion EBITDA, a 13% increase
yoy, mainly due to hryvnia devaluation and lower raw materials
and energy costs.  However, in 3Q14 EBITDA significantly
decreased by 40% qoq to USD437 million due to declining steel,
iron ore and coal output and falling commodities' prices.  Fitch
does not expect any improvement during 4Q14 and estimates the
company's EBITDA to stand at USD2.4 billion by end-2014.

Liquidity at Risk in 2015

In Fitch's view, the company should be able to repay its USD241
million debt maturing in 4Q14 from internally generated cash
flows and/or cash reserves.  However, despite extended 2015 notes
maturities, uncertainty exists over USD720 million of repayments
under the existing pre-export finance facilities.  Barring a
further deterioration in steel markets or operational
disruptions, we forecast that Metinvest should just be able to
repay these amounts from internal cash flows and cash balances.
Available cash balances would, however, be reduced to a minimal
level.

Low-Cost Producer

Metinvest's ratings continue to reflect its scale as one of the
largest Commonwealth of Independent States (CIS) producers of
steel and iron ore, with a low-cost production base, more than
200% self-sufficiency in iron ore and 46% in coking coal as at 30
June 2014 (was 55% before the conflict).  The ratings also factor
in Metinvest's favourable location with close proximity to raw
material sources, to Black Sea ports and to key end-markets.
Overall, Fitch assesses Metinvest's mining division to be able to
constantly generate positive margins, even under the current
depressed iron ore pricing environment.

Hryvna Depreciation Benefits

Despite the ongoing weak steel market conditions and assuming no
further operational disruptions Fitch believes that Metinvest's
financial profile should remain largely stable over 4Q14 and
2015. This is due to the company's currency exposure supporting
profitability with a largely foreign currency-denominated revenue
base and a mostly local currency-denominated cost structure.
Fitch expects EBITDA margins to stabilize at 24%-26% for the next
three years. Fitch-adjusted EBITDA margin was 17% in 2013.

Scaling Back of Plant Modernization

Metinvest has scaled back its capex program to focus on those
projects with the fastest pay-back periods.  Capex for 2014 is
now expected to have amounted to around USD500 million compared
with previous expectations of closer to USD700 million.  Key
ongoing projects are the implementation of pulverized coal
injection at several sites, the modernization of the Azovstal and
Yenakiieve steel plants, the installation of a pellet plant and
the construction of a rock-crushing complex for Northern GOK and
Ingulets GOK.

RATING SENSITIVITIES

Future developments that could lead to a positive rating action
include sustained improvement in security in eastern Ukraine,
combined with only limited disruption to production.

Future developments that could lead to a negative rating action
include a deterioration of security in eastern Ukraine and
further material reductions in production.



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


EKSPORTFINANS: S&P Raises Subordinated Debt Rating to 'BB'
----------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term
counterparty credit rating on Eksportfinans ASA to 'BBB-' from
'BB+' and the short-term rating to 'A-3' from 'B'.  The outlook
remains positive.

S&P also raised the rating on a subordinated debt instrument to
'BB' from 'B+'.

The upgrade reflects S&P's view of quickly diminishing risks of
nonpayment of Eksportfinans' senior creditors.  In particular,
S&P now considers that an orderly wind down of Eksportfinans is
becoming more likely due to the reduction of issued debt driven
by recent calls and triggers in the structured funding portfolio.
The bank's liquidity position in relation to its structured
funding with uncertain maturities continues to improve and
reduces the need for the negative rating adjustment S&P has
previously applied to its counterparty credit rating on the
company.

While the decisive ruling by the Tokyo District Court on
March 28, 2014, significantly reduced downside legal risks for
Eksportfinans, the structured funding has remained a concern.
S&P notes, however, that the size of the structured funding book
has continued to diminish to Norwegian krone (NOK) 23.9 billion
at Sept. 2014 from NOK37.5 billion in Dec. 2013.  This can be
compared to the liquidity reserve portfolio of NOK28.4 billion
and cash equivalents of NOK3.7 billion in the same period.

S&P still considers Eksportfinans' business position to be
"weak," reflecting its view of the company's position as a run-
off business with a long-tailed asset and liability portfolio.
S&P continues to assess Eksportfinans' capital and earnings as
"very strong," reflecting the accumulation of capital as the
balance sheet is reduced.  S&P anticipates that the risk-adjusted
capital (RAC) ratio will continue to improve by 10%-15% per year,
from the June 2014 level of 33.6%, given the pace of anticipated
loan maturities through 2016.

S&P's unchanged assessment of Eksportfinans' risk position as
"moderate" continues to reflect S&P's view of the complexity of
the company's structured funding and derivatives portfolios.
That aid, S&P acknowledges the improvements in the leverage
position as the balance sheet shrinks, as well as the increased
size of the existing liquidity reserves despite the structured
funding risks. S&P continues to view funding as "below average"
and liquidity as "adequate," due to Eksportfinans' lack of access
to funding markets and risks from triggers and calls in debt
instruments reducing certainty in parts of the structure funding
book, although S&P acknowledges that it has substantial liquid
reserves.

Furthermore, S&P believes that, in the absence of further legal
risks, the diminishing size of the balance sheet and structured
funding risks will eventually make it easier for one of the three
large owner banks -- DNB Bank ASA, Nordea Bank Norge ASA, or
Danske Bank A/S -- to absorb Eksportfinans.  This would trigger a
review of S&P's ratings.

S&P has revised the rating on one subordinated debt instrument to
'BB' from 'B+', two notches below the SACP.  As the SACP and
issuer credit rating now both investment grade, S&P applies only
one notch of subordination (S&P applies two notches of
subordination for speculative grade issuers), as well as a
further notch to reflect its expectation that the instrument will
be written-down prior to liquidation.

"The positive outlook reflects our view that the likelihood of an
orderly wind-down of the entity will continue to increase as the
funded loan book reduces.  We believe that the continued
reduction of the structured funding book increasingly reduces key
risk factors for the rating.  In addition, the lack of an appeal
of the decisive March 28, 2014, verdict in the Tokyo District
Court has reduced a major legal risk.  The positive outlook also
reflects our belief that the reduced complexity of the shrinking
balance sheet could eventually increase the likelihood of a
stable wind-down of Eksportfinans or an acquisition of the
entity, likely by one of the three major shareholding banks.
Depending on the circumstances, either of these events could
improve the likelihood of senior debt repayment, in our view,"
S&P said.

"We could consider raising the rating further if the uncertainty
of triggers and calls in the structured funding book reduces
further, or Eksportfinans' owners or the Norwegian government
take an action that could mitigate the risk pertaining to this
funding. Such a step could include the issuance of guarantees,
which would transfer all risk to the guarantors.  We could also
revise our assessment of Eksportfinans' business profile upward
if the entity showed further stability or became a target for an
acquisition by one of its higher-rated owner banks, improving the
likelihood of its debt obligations being met.

Eksportfinans' creditworthiness could deteriorate if economic
risks increased in Norway, where S&P currently sees a negative
trend from growing imbalances owing to rising asset prices and
increasing debt.  This could prompt S&P to revise its anchor for
Eksportfinans down to 'bbb+' from 'a-', which would lessen the
likelihood of a further upgrade.  However, in this scenario S&P
could consider revising down its view of Eksportfinans' stand-
alone factors given the nature of Eksportfinans' credit risk
exposures, which are guaranteed by highly-rated banks and the
Norwegian government, and depending on the developments in the
balance sheet.  S&P would also consider revising the outlook to
stable if Eksportfinans made extraordinary dividend payments to
its owner banks, reducing capital substantially, though S&P views
this as unlikely unless in connection with a sale or structural
solution.



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


ZABRZE CITY: Fitch Affirms 'BB+' IDR; Outlook Stable
----------------------------------------------------
Fitch Ratings has affirmed the Polish City of Zabrze's Long-term
foreign and local currency Issuer Default Ratings (IDR) at 'BB+'
and its National Long-term rating at 'BBB+(pol)'.  The Outlooks
are Stable.

KEY RATING DRIVERS

The ratings reflect Zabrze's tight liquidity and low financial
flexibility as debt approaches the new borrowing limit.  The
ratings further reflect the growing debt of Zabrze's public-
sector companies.  Positively, the ratings also take into account
Fitch's expectations that its operating performance will
stabilize in 2015-2016, with its operating balance sufficient to
cover debt service.

Fitch expects Zabrze's operating margin to reach 8% at end-2014,
up from 4% in 2013, as a result of VAT refund and recovery in
personal income tax revenue.  Fitch expects Zabrze to report an
operating margin of 7% on average in 2015-2016.  The city
authorities will continue to balance the need to invest to
attract business and improve living standards with gradual
increases of local tax rates.  Recovery of the national economy
from 2014 should also support the city's operating revenue.

Fitch expects that over the medium term, capex will be financed
mostly by debt, as the scope to significantly increase the share
of revenue from the sale of assets is limited.

"We forecast that the city's direct debt will grow to PLN344
million at end-2014, from PLN272 million in 2013.  The city has
issued PLN22 million in bonds so far this year and plans an
additional PLN18 million issue by end-2014 to fund investments,
given lower-than-expected proceeds from asset sales.  Despite the
forecasted growth, debt ratios should remain manageable, with
direct debt at a moderate 51% of current revenue and debt payback
at seven years at end-2014," Fitch said.

"We expect direct debt to further increase in 2015 to PLN368
million, fuelled by funding needs for investments, before
stabilizing.  Debt ratios should remain moderate with debt
payback at eight to nine years, and debt to current revenue at
below 55%.  Fitch also expects the operating balance to remain
sufficient to fully cover debt service by 1.1x in 2015-2016,"
Fitch said.

Zabrze's flexibility to incur additional debt may be constrained
by the government's new formula for borrowing limits.  Under the
new formula each city's individual limit calculated for 2015
takes into account historical current balances, which for Zabrze
included weaker operating results in 2012-2014.  This may affect
the city's borrowing capacity.

Fitch expects the city's liquidity to marginally recover in 2015-
2016 from its low levels in 2014.  Fitch also expects Zabrze to
frequently tap its short-term credit line of PLN30m as it has
done this year.

Fitch forecasts indirect risk to peak in 2015 at PLN244 million,
as a result of municipal companies' investments.  This will
mainly be driven by the financing of the second stage of the
waste and sewerage project by the city's company ZPWiK and the
bonds issued by the Stadium (SPV) for reconstructing the city's
football stadium.  However, the risk resulting from ZWPiK project
is low considering the company's self-financing capability.

Zabrze's payments relating to the stadium project (comprising
servicing liabilities towards a domestic bank's equity in a SPV
and capital transfers to the SPV for bond redemption) are
calculated at about PLN27m annually for 2015-2026 and those
figures have been included in the city's multiyear financial
plan.

RATING SENSITIVITIES

Improvement of operating performance on a sustained basis with
operating margins at 8%-9%, coupled with direct risk stabilizing
at 55% of current revenue, would lead to an upgrade of the
ratings.

The ratings could be downgraded if the operating margin falls
below 2%, leading to debt coverage exceeding 20 years and/or
direct risk growth significantly above 55% of current revenue.



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


GALLERY MEDIA: S&P Cuts CCR to 'CCC' on Weak Liquidity
------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its corporate
credit rating on Moscow-based outdoor advertising group Gallery
Media Holding Ltd. (BVI) and its Russian subsidiary, Gallery
Services LLC, to 'CCC' from 'B-'.  The outlook is negative.

The downgrade reflects S&P's view that Gallery Media may not have
sufficient available funds to make its debt and license payments
over the next 12 months, which could lead to a debt
restructuring -- an event S&P would consider as tantamount to
default under its criteria -- unless sizable external funds are
injected into the group over the next few months.  In addition,
S&P thinks visibility over the medium-term viability of the
business under the current economic and business conditions is
very limited.

Gallery Media operates in Russia and Ukraine.  The group's
operating and financial performance is reeling from a combination
of significantly higher license costs, and a depressed economic
and advertising environment.  In S&P's base-case forecast, 2014
earnings will be much weaker than the group previously
anticipated and significantly lower than results in 2013.  The
group has to make the next Russian ruble (RUB) 1.35 billion
(about US$25.3 million on the date of this publication) license
payment to Moscow authorities in the fourth quarter of 2015.
This payment will largely depend on the availability of external
financing, because own funds generated in 2015 will be
insufficient.  The Moscow outdoor market has been overhauled by
regulatory changes that have resulted in longer license terms.
But the changes also resulted in sharply increased annual
payments, which were initially expected to be largely offset by
higher prices thanks to the regulator's decision to remove
illegal advertising panels in Moscow.  But as the removal of
illegal panels took longer than expected (it was completed only
in Sept. 2014), and because the Russian economy has weakened,
outdoor advertising operators couldn't increase prices, as they
previously anticipated.  S&P expects advertising prices to remain
depressed throughout 2015, with very limited visibility as to any
upturn.

As its margins contracted, the group breached one of its
covenants from its major lender, Sberbank, which decided to amend
the terms of the credit line available to Gallery Media. Sberbank
will reduce the line from to RUB900 million from RUB1.5 billion,
and Gallery Media will need to pay it off by April 2015, whereas
it had been slated to mature in 2019 before the amendment.
Gallery Media aims to make the 2014 Moscow license payment of
RUB1.35 billion with the credit line and cash available on
balance.  As S&P understands from Gallery Media's management, the
shareholders will likely provide financing to replace this line.
But Gallery Media will need further financing to stay afloat.
These developments have led S&P to revise down its liquidity
assessment to "weak" from "adequate."

S&P has revised its view of Gallery Media's business risk profile
to "vulnerable" from "weak" because of its view of its
significantly declined profitability without prospects of
recovery in the near term.  The combination of higher license
payments and weaker demand has created a highly unfavorable
environment in Moscow's outdoor advertising market, which
accounts for about 70% of the group's revenues.  S&P also thinks
that the Russian outdoor advertising market will continue to
suffer from reducing demand and limited ability to increase
prices by all players, at least over the next 12 months.

S&P continues to assess Gallery Media's financial risk profile as
"highly leveraged," with a Standard & Poor's-adjusted gross debt
to EBITDA ratio reaching 21x in 2014, versus about 2.5x in 2013
as Standard & Poor's-adjusted EBITDA margin will fall into the
3%-5% range in 2014-2015.  The group will also be unable to
generate positive funds from operations (FFO) in 2014-2015, in
S&P's view, and could face a liquidity crisis within the next 12
months unless it receives further external financial support.
S&P's financial risk profile assessment also reflects its opinion
of the group's currently limited financial resources and
flexibility.

The negative outlook reflects S&P's expectation that Gallery
Media's operating performance will remain depressed over the next
12 months, with contracted revenues and EBITDA when compared with
2013.  As a result, S&P believes the group's liquidity will
remain "weak" as a result of negative free cash flow and very
limited access to external liquidity sources.  S&P also believes
that Gallery Media's weak operating performance could hamper its
ability to successfully make scheduled debt amortization,
interest, and license payments in 2015.

S&P could lower the rating if Gallery Media's liquidity weakens
further over the next few months, in particular if S&P believes
that the group is unable to receive timely external support to
meet its scheduled debt amortization, interest, and license
payments in 2015.

S&P could revise the outlook to stable if Gallery Media's
liquidity improved such that it led S&P to revise its assessment
to "adequate" and if operating prospects were to improve
meaningfully, translating into significantly improved and
sustainable credit metrics.  S&P could revise its assessment of
Gallery Media's liquidity to "adequate" if S&P saw significant
medium-term external financial support.


KOKS OAO: S&P Raises Corp. Credit Rating to 'B'; Outlook Stable
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Russia-based vertically integrated coking coal,
coke, iron ore, and pig iron producer OAO Koks to 'B' from 'B-'.
The outlook is stable.

At the same time, S&P raised the issue rating on the US$350
million senior unsecured loan participation notes to 'B-' from
'CCC+'.  The '5' recovery rating on these notes remains
unchanged.

S&P's upgrade reflects the company's improved credit metrics due
to better-than-expected operating profitability and Russian ruble
(RUB) depreciation.  S&P thinks that this will support liquidity
and enhance the company's flexibility to partially finance its
steel project.

In the first half of 2014, Koks generated EBITDA of RUB4.5
billion (more than US$130 million at the exchange rate as of that
period), up from RUB2.5 billion in the first half of 2013.  This
was due to the increased spread between the price of pig iron,
which the company produces, and raw materials such as iron ore
and coking coal.  Koks' EBITDA margin of about 20% in the first
half of 2014 compared with 13%-15% for the full years 2012-2013
has also been largely affected by ongoing and significant Russian
ruble depreciation, which has benefited all Russian exporters.
S&P expects this to continue in 2015.

S&P assess Koks' business risk profile as "weak," constrained by
moderately high metals and mining upstream industry risk.  S&P
also takes into account the high risk of operating in Russia, in
which Koks' operating assets are located.  At the same time, the
company's competitive position is supported by a substantial
resource base, sufficient for decades of operations, and a high
degree of self-sufficiency in its key inputs, coking coal and
iron ore.  S&P also considers Koks' profitability to be highly
volatile.  This is because both coke and pig iron -- its two key
products -- are exposed to a very cyclical steel industry cycle.

S&P has upwardly revised Koks' financial risk profile to
"aggressive" from "highly leveraged" owing to its stronger credit
metrics.  Koks' core ratios point to a "significant" financial
risk profile, but S&P lowers its preliminary assessment by one
category to "aggressive," reflecting its expectation of high
volatility in the company's credit metrics.

S&P sees a risk that Koks' leverage will increase above S&P's
base-case projection as a result of the company's steel project.
Koks currently has a 33% stake in the Tulachermet-Steel facility
and in S&P's base case it assumes that it will continue to invest
in the project in line with its current equity stake.  S&P
expects that debt raised at the project level will have no
recourse to Koks.  However, S&P sees a risk that the company may
take a higher stake in the project at an estimated capital
expenditure (capex) of RUB28 billion.  S&P therefore assess Koks'
financial policy as negative, which leads S&P to lower the 'b+'
anchor score by one notch.

In S&P's 2015 base-case scenario, it assumes:

   -- Although S&P expects the steel market to be under pressure
      and it anticipates only a slight improvement in coal
      prices, S&P thinks that pig iron producers will be
      supported by limited demand for scrap in the market.

   -- S&P expects Koks to maintain high capacity utilization
      (close to maximum in the pig iron segment), and a
      relatively stable spread between pig iron and raw materials
      and volumes of production.

   -- Koks' participation in the steel project will be limited to
      its 33% share in capex.

   -- No major dividends or mergers and acquisitions.

With these assumptions S&P arrives at these metrics:

   -- Credit metrics to be volatile in 2015-2016 with expected
      EBITDA in the range of RUB9 billion-RUB12 billion.

   -- This to be translated into debt to EBITDA ratio in the
      2.5x-3.5x range in 2015-2016.

The stable outlook on Koks reflects S&P's base-case forecast of
an adjusted debt-to-EBITDA ratio of no higher than 3.5x over the
next 12 months, which S&P sees as commensurate with the rating.
It also factors in S&P's assessment of "less than adequate
liquidity" with healthy headroom over existing covenants and
S&P's expectation of proactive refinancing of its next sizable
bond maturing in 2016 of $327million.

S&P could consider lowering its rating in the next 12 months if
the company's metrics were to weaken below the indicated level,
also leading to the tightening of covenant headroom.  S&P would
furthermore consider a negative rating action if the company
fails to proactively refinance its bond maturing in 2016.

S&P do not expect the company will fully finance its steel
project, so if this was to happen, this could also pressure the
rating.

The upside appears to be remote at this stage.  A higher rating
would likely require a material improvement in business, such as
a higher diversification of product mix, which the company is
unlikely to achieve in the next 12 months.


KRASNOYARSK KRAI: S&P Affirms 'BB-' ICR; Outlook Negative
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
issuer credit rating on Krasnoyarsk Krai, a region in Eastern
Siberia in Russia.  The outlook is negative.

At the same time, S&P affirmed the 'ruAA-' Russia national scale
rating on Krasnoyarsk Krai.

RATIONALE

The ratings on Krasnoyarsk Krai mainly reflect S&P's view of
Russia's volatile and unbalanced institutional framework and the
region's weak economy that is subject to high concentration, as
well as S&P's view of the krai's favorable long-term growth
prospects in S&P's view.  S&P also factors in its weak budgetary
flexibility and its assessment of its financial management as
weak in an international context.  The weak budgetary performance
and the krai's less-than-adequate liquidity also put pressure on
the ratings.  The ratings are supported by S&P's view of the
krai's low, albeit increasing, debt burden.  S&P has changed its
assessment of the krai's contingent liabilities to very low from
low under S&P's revised criteria, which is positive for the
ratings.  The long-term rating is at the same level as S&P's 'bb-
' assessment of the krai's stand-alone credit profile.

S&P continues to view Krasnoyarsk Krai's economy as weak in an
international comparison.  Over the next few years, S&P thinks
wealth will remain low by international standards.  S&P estimates
that gross regional product per capita will not exceed US$13,000
until 2017.  S&P also believes that the economy will remain
highly concentrated on oil and metal production.  At the same
time, S&P thinks that Krasnoyarsk Krai has better long-term
growth prospects compared with peers thanks to its abundant
natural resources.

Commodity exports continue to dominate the krai's economy.  In
S&P's view, the dependence on metals and mining group Norilsk
Nickel and oil company Rosneft, which both operate in cyclical
industries, exposes the krai's budget revenues to the volatility
of world commodity prices and to changes to the national tax
regime.  S&P estimates that in the next couple of years these two
companies will remain the krai's largest taxpayers, contributing
about 20% of total tax revenues.  In 2014, they will provide
significantly higher corporate profit tax payments to the budget
compared with those in 2013, because of increasing metal prices
and higher ruble denominated profits following rapid ruble
devaluation.  However, over the next three years corporate profit
tax growth will likely slow because of lower oil prices and the
potential negative effects of changes to the national tax regime.

Under Russia's volatile and unbalanced institutional framework,
regions' budget revenues largely depend on the federal
government's decisions regarding tax legislation, tax rates, and
the distribution of transfers.  In S&P's view, Krasnoyarsk Krai's
budget tax base in 2015-2016 might be hurt by the decrease in oil
export fees and an increase in the natural resources extraction
tax (the so-called "tax maneuver") that the federal government
has recently approved.  Still, S&P considers that the magnitude
of the potential impact is uncertain.  In 2013, the region
already suffered from the evolving federal legislation, under
which the newly created consolidated taxpayer groups
significantly decreased corporate profit tax payments to the
budget.  In 2014, Krasnoyarsk Krai got a special compensation
grant from the federal government, which in S&P's view only
partly covered the loss.

Since 2012, Krasnoyarsk Krai's budgetary performance has also
been under pressure from the federal government's decisions to
increase social expenditures.  In S&P's view, the need to raise
public sector wages and invest in social infrastructure will
limit the krai's weak budgetary flexibility over the next few
years.  In 2014, the federal government provided more resources
to help regions cope with the additional spending mandates,
including increased transfers and more low-interest-rate budget
loans.  S&P also understands that it has implicitly relaxed some
spending targets for 2015, which will enable regions to raise
salaries at a slower pace.  However, S&P believes these measures
will only provide temporary relief to the krai's budget.

"In our base-case scenario, we continue to expect that, over the
next three years, the krai's budgetary performance will remain
weak on average, despite our expectation for gradual improvement
compared with very weak 2012-2013 results.  We anticipate the
operating balance will turn positive in 2014, equaling about 6%
of operating revenues in 2015-2017.  The deficit after capital
accounts will likely narrow to about 14% of total revenues in
2014 from a high 20% in 2012-2013, and will further improve to
about 5.5% on average in 2015-2017.  Under our base-case
scenario, we assume a strong recovery in tax revenues in 2014,
and continued cost-reduction measures by the krai's financial
management over the next three years.  Fiscal consolidation is
among the recently elected governor's key priorities, as
reflected in the draft 2015-2017 budget.  In 2014, the management
prudently controlled operating spending by prioritizing salaries
and saving on maintenance expenses.  We believe that Krasnoyarsk
krai's capital spending program, amounting to about 17% of total
expenditures, could also provide some flexibility in 2015-2017.
However, it remains to be seen to what extent the management will
be willing to use the leeway, given the krai's high
infrastructure development needs," S&P said.

Debt will continue to build in 2014-2017, in S&P's view, although
at a slower pace than in 2011-2013.  S&P forecasts Krasnoyarsk
krai's tax-supported debt at about 53% of consolidated operating
revenues by the end of 2016, with interest payments not exceeding
5% of operating revenues.  Although the debt burden will remain
low compared with international peers, it will result in
relatively high debt service.  This is because of the krai's high
interest costs and its relatively short average debt maturities
of about four years.

Following a revision of S&P's criteria, it has changed its
assessment of Krasnoyarsk Krai's contingent liabilities to very
low from low.  S&P estimates the debt and payables of government-
related entities that the krai owns at less than 5% of its
operating revenues and believe they are unlikely to require
significant extraordinary financial support.  The municipal
sector is also generally healthy financially.

S&P views Krasnoyarsk Krai's financial management as weak in an
international comparison, as S&P do for most Russian local and
regional governments (LRGs).  In S&P's view, the krai lacks
reliable long-term financial planning and doesn't have sufficient
mechanisms to counterbalance the volatility that stems from the
concentrated nature of its economy and tax base.  Also, in S&P's
view, the management has only recently started implementing
tighter control over spending growth.  S&P considers that in
2012-2013 the lack of timely austerity measures exacerbated the
deteriorating budgetary performance set off by federal government
decisions.

Liquidity

S&P views Krasnoyarsk Krai's liquidity as less than adequate as
defined in S&P's criteria.  S&P expects that in 2014-2015 the
krai's debt service coverage will be adequate, based on S&P's
estimate that average free cash net of deficits after capital
accounts, together with committed credit facilities and cash on
the accounts of budgetary units, will cover about 80%-100% of
annual debt service.  At the same time, S&P incorporates the
krai's limited access to external liquidity in S&P's overall
assessment.  This is due to the weaknesses of the domestic
capital market, and applies to all Russian LRGs.

In 2014, Krasnoyarsk Krai maintained average cash at about
Russian ruble (RUB) 7.5 billion (about US$165 million).  S&P
expects that over the next 12 months average free cash net of the
deficit after capital accounts will equal about RUB4 billion,
covering only 20%-30% of the krai's annual debt service.  At the
same time, Krasnoyarsk krai might temporarily tap a portion of
cash on the accounts of its budgetary units, which S&P forecasts
will average about RUB4.5 billion.  It will also continue to rely
on committed credit facilities, as it has done in the past couple
of years.  As of Dec. 1, 2014, the krai had RUB6 billion of
contracted and undrawn lines.  S&P forecasts that available cash,
together with bank lines, will cover about 80-90% of annual debt
service in 2014-2015.

In 2015-2017, debt service will reach a high 14% of operating
revenues on average because of increasing amounts of bond and
bank loan maturities and rising interest costs.  In S&P's base-
case forecast, it assumes that the federal government will
provide at least RUB5.8 billion of low interest three-year budget
loans to the krai in 2014, which will partly alleviate its
pressure to service.  Krasnoyarsk Krai has indicated it plans to
use these funds to repay a part of RUB7.8 billion in bank loans
maturing in 2015 ahead of schedule.  In 2015, in line with the
recently adopted federal budget law, Krasnoyarsk Krai also might
benefit from the extension of RUB507 million in budget loans that
the federal government provided for road construction.  If
extended, these loans will have to be repaid in 2025.  However,
in S&P's view, the relief will be only temporary, and over the
next few years, refinancing risks will remain high.

OUTLOOK

The negative outlook reflects S&P's view that Krasnoyarsk Krai's
volatile budgeted revenues and constrained capacity to implement
cost-cutting measures might lead to consistently large deficits
after capital accounts of about 10% of total revenues on average
in 2014-2016, while further weakening its liquidity.

S&P could lower the ratings within the next six to 12 months if,
in line with its downside scenario, Krasnoyarsk Krai's liquidity
position deteriorates and the debt service coverage ratio falls
below 80% as a result of larger deficits and cash depletion, or
from shorter maturities on newly contracted debt.  Under such a
scenario, S&P would revise down its assessment of the krai's
liquidity to weak.

S&P could revise the outlook to stable within the next six to 12
months if, in line with its base-case scenario, Krasnoyarsk
Krai's currently weak budgetary performance improved gradually in
2015-2017, thanks to stable tax revenue growth and successful
cost reduction on the operating side and lower capital
expenditures.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion.  The chair or designee reviewed
the draft report to ensure consistency with the Committee
decision. The views and the decision of the rating committee are
summarized in the rationale and outlook.

RATINGS LIST

Ratings Affirmed

Krasnoyarsk Krai
Issuer Credit Rating                   BB-/Negative/--
Russia National Scale                  ruAA-/--/--


PETROPAVLOVSK PLC: Mulls Deeply Discounted Rights Issue
-------------------------------------------------------
James Wilson and Jack Farchy at The Financial Times report that
Petropavlovsk, the struggling Russian gold miner, has set out
plans for a deeply discounted rights issue, as part of a
refinancing deal to alleviate the burden of more than US$900
million of debt.

According to the FT, the UK-listed group, which faces a US$310
million bond redemption in February, said it had reached
preliminary agreement with bondholders over a plan "to secure the
group's future".

Petropavlovsk has suffered from the near 40% fall in the gold
price since September 2011 and high levels of debt, much of it
taken on as gold was peaking, the FT recounts.  Its half-year
results in August showed it had net debts of US$924 million,
which was more than 13 times its market value, the FT discloses.

Under the plan, Petropavlovsk shareholders -- including
Peter Hambro, the company's executive chairman -- would take part
in a US$235 million rights issue at 5p a share, the FT says.

The miner has also agreed terms for a new US$100 million five-
year convertible bond, the FT relays.  Together, the refinancing
package will cut net debt to about US$700 million, the FT states.
Petropavlovsk, as cited by the FT, said it has secured
preliminary agreement from holders of about 62% of the bonds.

According to the FT, the company said the rights issue's deep
discount was "required by a group of bondholders who are
underwriting much of the equity issue in order to support the
overall recapitalization of the group."

Petropavlovsk's lenders, the Russian banks VTB and Sberbank, are
also concerned about an impending breach of bank covenants at the
end of the year, the FT notes.

A consortium of investors -- including a former lieutenant of
Oleg Deripaska, a Russian hedge fund and a group of wealthy
European families -- has been working on its own rescue package
for the company, the FT relates.

According to the FT, several people familiar with the
consortium's thinking said these investors may present their plan
as an alternative to the restructuring package announced on
Dec. 8.

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


SYNERGY OAO: Fitch Raises IDR to B+; Outlook Stable
---------------------------------------------------
Fitch Ratings has upgraded Russia-based OAO Synergy's Long-term
foreign and local currency Issuer Default Ratings (IDRs) to 'B+'
from 'B'.  The Outlook is Stable.

The upgrade reflects Fitch's expectation of a stabilizing Russian
duty-paid vodka market, with better visibility of Synergy's
future revenues and profits thanks to the cancellation of
previously planned excise duties increases in 2015-2016.  The
ratings are also supported by Synergy's leading market position,
improving product diversification and adequate pricing power
demonstrated in 2013-2014, despite sharp excise duty increases.
Although Fitch expects free cash flow (FCF) to remain mildly
negative and constrained by fairly high but scalable capex as
well as lower EBITDA margin, leverage should remain moderate.

The ratings also factor in Synergy's financial flexibility
resulting from a strong liquidity cushion and limited exposure to
FX risks, which largely protects the company from potential
negative implications of the current economic situation in
Russia.

KEY RATING DRIVERS

No Excise Increases in 2015-2016

Over the past five years, excise duties on ethanol have more than
doubled with the sharpest increases introduced in 2013 and 2014.
This encouraged consumers to migrate to cheaper illegally
produced spirits and resulted in a decline in the duty-paid vodka
market. The recently announced cancellation of excise duty
increases previously planned for 2015-2016 will facilitate the
market's stabilization.  This should benefit Synergy, preventing
further contraction of the duty-paid vodka market and supporting
its sales volumes and its ability to pass through cost increases
to customers.

Improving Diversification

Although still heavily exposed to the Russian vodka market,
Synergy is improving its diversification by developing its brandy
and whisky production, widening its portfolio of imported
alcoholic beverages and increasing its exports (2013: altogether
18% of revenues).  Fitch expects distribution division's revenues
to more than double by 2017, which would contribute to product
diversification and support Synergy's top line growth.

EBITDA Margin Under Pressure

Synergy's EBITDA margin decreased to 11.8% in 1H14 (1H13: 12.9%)
as a result of higher wages connected with newly established
sales force for distribution business.  Fitch do not expect
Synergy's EBITDA to return to pre-2014 levels in the medium term
as the beneficial effect from expanding sales of own-produced
premium-priced products will be offset by increasing contribution
of less profitable imported brands and growing marketing
expenses.

Low Leverage Despite Higher Capex

Synergy's mid-term deleveraging prospects are limited as
deteriorating EBITDA margin and higher capex related to a new
warehouse construction will result in mildly negative FCF over
the medium term.  However, Fitch expects FFO adjusted leverage to
peak at over 3.0x in 2014 but to remain between 2.5x-3.0x in
2015-2018 (2013: 2.5x), which is still conservative and
commensurate with the rating.

Leading Market Position

Synergy enjoys a leading market position in Russia, which is
supported by a portfolio of strong brands, a more developed
distribution platform and larger scale of operations compared
with most competitors.  Fitch expects Synergy to be able to
protect its sales volumes in 2015-2016 despite deteriorating
consumer environment in Russia as the major part of its spirits
revenues is still related to sales of low- and medium-priced
brands, which showed resilience to the economic downturn in 2008-
2009.

Limited Rouble Depreciation Impact

The recent sharp depreciation of the rouble will be generally
neutral for Synergy as all of its debt and most of its costs are
in local currency.  The only operations exposed to FX risks are
imports of spirits and wine.  However, these risks are partially
mitigated by the fact that Synergy's major supply contracts are
denominated in roubles.

RATING SENSITIVITIES

Negative: Future developments that could lead to a negative
rating action include:

   -- Deterioration of FFO-adjusted leverage above 4.0x.
   -- Persistently negative FCF margin (high-single-digit) from
      heavy working capital or capex, or aggressive acquisitive
      activity not mitigated by asset disposal or equity
      injections.
   -- EBITDAR margin dropping to the low teens.
   -- Further unexpected regulatory changes in the Russian
      spirits sector that may put more pressure on sales and
      profitability.

Positive: An upgrade is unlikely in the coming two years, given
the company's geographic concentration on one competitive market
and its smaller size compared with larger industry peers.
However, it could be considered should this change, and subject
to:

   -- FCF turning and remaining positive, with EBITDAR margin
      maintained around 15%;
   -- FFO-adjusted leverage below 2.5x on a sustained basis;
   -- Maintenance of strong liquidity.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity

The debt maturity profile is skewed towards 2015 and Synergy's
short-term debt amounted to RUB2.8bn as of June 2014.  Despite
Fitch's expectation of negative FCF in 2014, adequate liquidity
is supported by available cash of RUB423m as of end-June 2014 and
RUB8.3bn of undrawn credit facilities as of October 2014.

Full List of Rating Actions

  Foreign currency Long-Term IDR upgraded to 'B+' from 'B';
  Outlook Stable

  Local currency Long-Term IDR upgraded to 'B+' from 'B'; Outlook
  Stable

  National Long-Term Rating upgraded to 'A-(rus)' from
  'BBB+(rus)'; Outlook Stable

  Local-currency senior unsecured upgraded to 'B+' from 'B';
  Recovery Rating '4'


UTAIR: Avialeasing Files Bankruptcy Petition
--------------------------------------------
According to Itar-Tass, the press service of the arbitration
court said on Dec. 8 that the Perm-based Avialeasing investment
company has lodged a bankruptcy petition against Russia's leading
regional carrier, UTair, which has failed to pay RUR3.5 million
(US$67,000) for leasing Tu-154-M planes.

The court in Russia's Khanty-Mansi Autonomous Region, citing
Avialeasing, said the airline's current debt exceeds RUR3.5
million.  "That's why Avialeasing has asked the court to declare
UTair bankrupt," Itar-Tass quotes the court as saying.

The press service said the court is expected to announce the
decision within five days, Itar-Tass notes.  The bankruptcy
petition against UTair was filed on Dec. 4 and registered on
Dec. 8, Itar-Tass relates.

A spokesman for the company told Itar-Tass the lawsuit will "not
affect UTair's operations."

Earlier in December, the UGRA SPb leasing company asked the court
to recover the airline's debt worth RUR687 million (US$13
million), Itar-Tass recounts.  The airports of Koltsovo and Perm
also demand that the airline pay off its RUR9.5-million
(US$180,900) debt, Itar-Tass states.

The Avialeasing company already filed a bankruptcy petition
against UTair in 2012, demanding that the airline pay arrears for
the long-term lease of Tu-154 planes, Itar-Tass relays.

Moscow's Arbitration Court earlier this month ruled to freeze the
assets of the airline estimated at US$11.8 million upon a debt
claim filed by Alfa Bank, Itar-Tass discloses.

UTair is a Russian regional carrier.


VOLZHSKIY CITY: Fitch Assigns 'B+' IDR; Outlook Stable
------------------------------------------------------
Fitch Ratings has assigned the Russian City of Volzhskiy Long-
term foreign and local currency Issuer Default Ratings (IDRs) of
'B+' with Stable Outlooks and a Short-term foreign currency IDR
of 'B'. The agency has assigned the city a National Long-term
rating of 'A-(rus)' with Stable Outlook.

The agency has also assigned the city's forthcoming RUB1 billion
domestic bond issue an expected Long-term local currency rating
of 'B+(EXP)' and an expected National Long-term rating of 'A-
(rus)(EXP)'.

KEY RATING DRIVERS

The ratings factor in Volzhskiy's weak and volatile budgetary
performance and city's high dependence on decisions of the
regional and federal authorities.  The ratings also reflect the
city's moderate direct risk with a dominance of short-term bank
loans and Fitch's expectation of minor improvement of budgetary
performance in 2014-2016, with a weak positive operating balance
still insufficient to cover interest payments.

Fitch expects Volzhskiy's operating performance will gradually
recover in 2014-2016, and that the city will manage to record a
slightly positive operating balance in 2015-2016.  However, the
operating balance remains weak and will not fully cover interest
expenses.  Fitch expects moderate deficit before debt variation
hovering at 2%-3% of total revenue in 2014-2016, which is in line
with 2013 outturn of 2.3%.

Volzhskiy has suffered from frequent changes in the allocation of
revenue and expenditure between municipal and regional budgets.
During 2012-2014, the city lost 10pp of its personal income tax
share in return for the transfer of healthcare expenditure and
staffing costs for pre-school education to the regional budget.
The overall net effect of revenue and expenditure reallocation
was negative for the municipality and operating balance turned
negative in 2012-2013.

Fitch expects Volzhskiy's direct risk to account for a low 36% of
current revenue by end-2014.  Fitch expects the city's absolute
direct risk to increase in 2015-2016, driven by moderate deficit,
but remaining constant relative to current revenue.  Debt is
represented by short-term bank loans due within next 12 months,
which expose the city to on-going refinancing pressure.  This is
mitigated by the existence of unused lines of credit with
Sberbank of Russia (BBB/Negative/F3).

The city intends to issues a RUB1 billion domestic bond with
five-year maturity in late 2014-early 2015.  This should also
ease refinancing pressure, but will lead to higher interest
payments due to the increased cost of borrowing on the market.
Fitch will closely monitor the city's ability to cope with
refinancing risk.

Volzhskiy receives a notable proportion of current transfers from
the Volgograd region (BB-/Negative/B), which accounted for 34% of
operating revenue in 2013.  Of this amount, 71% was earmarked for
financing delegated responsibilities, mainly salaries for public
employees in pre-school and secondary education.  The remaining
were grants to co-finance municipal programs.  Volzhskiy received
only modest general purpose financial aid from the region as its
budget capacity is higher than average for municipalities in the
region.

With 326,740 inhabitants, Volzhskiy is the second largest city in
the Volgograd region following the regional capital, the City of
Volgograd.  The city's economy is dominated by processing
industries and together with the City of Volgograd forms a strong
regional industrial agglomeration.  In 2013, the region's economy
demonstrated moderate 1.3% growth in real terms following the
deterioration of the macroeconomic pace on the national level.

RATING SENSITIVITIES

Improvement of budgetary performance with sustainable positive
operating balance along with maintenance of moderate direct risk
could lead to an upgrade.

Significant growth in direct risk with continuing reliance on
short-term debt along with weak operating balance insufficient to
cover interest payments would lead to a downgrade.



===========
S W E D E N
===========


NORTHLAND RESOURCES: Files Bankruptcy Request for Several Units
---------------------------------------------------------------
Northland Resources SE, together with its subsidiaries, on Dec. 8
disclosed that the respective Board of Directors for the
following legal entities within the Northland group: Northland
Resources SE, Northland Sweden AB, Northland Resources AB,
Northland Logistics AB, Northland Logistics AS Northland Mines OY
and Northland Exploration Finland OY, have resolved to file for
bankruptcy with respective jurisdiction.

Since the process of the contemplated financing solution was not
successful, the respective Board of Directors have, where
appropriate in consultation with the administrator of the
reorganization in Sweden, concluded that the conditions for a
continued reorganization do not exist and that the prerequisites
for bankruptcy are at hand.  The group companies mentioned will
therefore file for bankruptcy with the respective competent
courts and will suggest advokat Hans Andersson, Advokatbyran
Kaiding, as the official receiver for the Swedish Subsidiaries,
advokat Knut Ro, Ro Sommernes Advokatfirma, as official receiver
for the Norwegian subsidiary, and advokat Pekka Jaatinen, Castren
& Snellman Attorneys, as official receiver for the Finnish
subsidiaries.

"The Company and its employees have done an impressive job in
developing a professional and modern mining operation in a very
short time.  It is therefore sad that the dramatic fall in iron
ore prices this year made it impossible to raise the required
financing, which was a prerequisite for continued operations,"
commented Olav Fjell, chairman of the Board.

"Our employees and those around us deserve a tribute for the
devotion shown during the trials we have faced, this among other
things shows on the valuable assets this company possesses,"
commented Johan Balck, CEO.

As announced on December 5, 2014, all trading of the Company's
shares and bonds have been halted.  Since the Company and its
subsidiaries will file for Bankruptcy, in accordance with above,
the Company has asked for trading not be resumed.

The Company together with the administrator of the Reorganization
and the proposed Receiver for the Swedish Subsidiaries was
scheduled to host a press conference on Dec. 8 at 1:00 p.m. CET
at Scandic Hotel, Lulea.

                     About Northland Resources

Headquartered in Luxembourg, Northland Resources S.A. is a
producer of iron ore concentrate, with a portfolio of production,
development and exploration mines and projects in northern Sweden
and Finland.  The first construction phase of the Kaunisvaara
project is complete and production ramp-up started in November
2012.  The Company expects to produce high-grade, high-quality
magnetite iron concentrate in Kaunisvaara, Sweden, where the
Company expects to exploit two magnetite iron ore deposits,
Tapuli and Sahavaara.  Northland has entered into off-take
contracts with three partners for the entire production from the
Kaunisvaara project over the next seven to ten years.  The
Company is also preparing a Definitive Feasibility Study for its
Hannukainen Iron Oxide Copper Gold project in Kolari, northern
Finland and for the Pellivuoma deposit, which is located 15 km
from the Kaunisvaara processing plant.


NORTHLAND RESOURCES: Bankruptcy Request for Swedish Units Okayed
----------------------------------------------------------------
Northland Resources SE, together with its subsidiaries, on Dec. 8
disclosed that Lulea District Court has approved the Company's
request of bankruptcy for the Swedish subsidiaries Northland
Sweden AB, Northland Resources AB and Northland Logistics AB.

In accordance with the announcement earlier on Dec. 8, the
Company's Swedish subsidiaries Northland Sweden AB, Northland
Resources AB and Northland Logistics AB has filed for bankruptcy
with the Court and as a part of this the Company suggested that
advokat Hans Andersson, Advokatbyran Kaiding, will be appointed
as the official receiver for the Swedish Subsidiaries.

The Court has now approved the request and advokat Hans Andersson
will therefore formally assume control over the Company as the
Receiver for the Swedish entities.  As a result of this, the
group management is relieved from their duties and their
positions in Northland Resources SE with immediate effect, this
includes the Chief Executive Officer, Johan Balck, the Chief
Financial Officer, Johan Dagertun and the Chief Administrative
Officer, Tomas Gustafsson.

In accordance with the Company's previous announcement, the
Company together with the administrator of the Reorganization and
the Receiver for the Swedish Subsidiaries was scheduled to host a
press conference on Dec. 8 at 1:00 p.m. CET at Scandic Hotel,
Lulea.

                   About Northland Resources

Headquartered in Luxembourg, Northland Resources S.A. is a
producer of iron ore concentrate, with a portfolio of production,
development and exploration mines and projects in northern Sweden
and Finland.  The first construction phase of the Kaunisvaara
project is complete and production ramp-up started in November
2012.  The Company expects to produce high-grade, high-quality
magnetite iron concentrate in Kaunisvaara, Sweden, where the
Company expects to exploit two magnetite iron ore deposits,
Tapuli and Sahavaara.  Northland has entered into off-take
contracts with three partners for the entire production from the
Kaunisvaara project over the next seven to ten years.  The
Company is also preparing a Definitive Feasibility Study for its
Hannukainen Iron Oxide Copper Gold project in Kolari, northern
Finland and for the Pellivuoma deposit, which is located 15 km
from the Kaunisvaara processing plant.



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


BRITAX GROUP: Moody's Lowers Corporate Family Rating to 'Caa1'
--------------------------------------------------------------
Moody's Investors Service has downgraded to Caa1 from B3 the
corporate family rating (CFR) of Britax Group Limited (Britax,
the company), a manufacturer of premium child car safety seats
and wheeled-goods products. The probability of default rating
(PDR) was lowered to Caa1-PD from B3-PD.

Concurrently, Moody's has downgraded to Caa1 from B3 the rating
on the first lien term loan and the EUR40 million revolving
credit facility issued by Britax US Holdings Inc. (as the Lead
Borrower). The outlook on all ratings is negative.

Ratings Rationale

The further rating downgrade reflects Britax's continuing weak
operating performance. The downgrade also reflects weakening
credit metrics, which are below Moody's expectations for a B3
rating.

Moody's expects that Britax's revenue and EBITDA will be
significantly below Moody's forecasts, which were revised
downwards in August. Britax's key credit metrics, which were
already weak for its rating category, have continued to weaken --
Moody's now expects debt/EBITDA on an adjusted basis will end
fiscal year 2014 at above 11.0x and remain around this level for
the next 12-18 months. Britax's liquidity profile has been
negatively affected by operational performance issues resulting
in reduced financial flexibility.

Britax's cost reduction program is on track to deliver savings
primarily from headcount reductions, which are expected to be in
the region of EUR10 million in FY 2015. However, the
deterioration in the company's top line -- the result of more
challenging market conditions than expected, particularly in the
US -- together with the potential for further pressure in the
central European market, could lead to a further weakening in key
credit metrics.

New product introductions over the past 12 months or so have
improved the age profile and features of Britax's car seat range.
In particular, the introduction of the company's new "Click-
Tight" convertible car seat range, which offers end users
improved ease of use, into the US market in response to intense
competition from Chicco and Graco, is driving volume increases
that Moody's expects will continue to ramp up through Q4 2014 and
into 2015. However, over the next 12 months, the rating agency
does not expect improved trading in the US market to fully offset
weakness in the European market, as a result of 1) strong
competition in central Europe (particularly in Germany) from
shield system manufacturers taking market share and driving price
competition; 2) weakness in the UK market owing to Kiddicare
store closures and stock liquidation; and 3) a gradual
contraction in the overall child restraint systems (CRS) market
in Europe as end users increasingly move towards combination
seats at the expense of pure car seats, although Moody's believe
this is mitigated by growth in the overall eastern European CRS
market.

Moody's considers that, over the next 12-18 months, Britax's
senior management team will have a challenging task to achieve
organic growth, cost reductions and working capital improvements
against the headwinds of intense competition, changing consumer
preferences and weakened credit metrics.

Liquidity Profile

Britax's liquidity profile has weakened since the refinancing on
the back of two main factors. First, a sustained reduction in the
company's balance sheet cash which Moody's expects will amount to
around EUR19 million at the end of FY 2014, down from
approximately EUR37 million at the end of 2013 and significantly
lower than the EUR51.4 million originally projected for the year
end 2014. While liquidity is supported by an undrawn revolving
credit facility of EUR40 million, which Moody's assesses as
sufficiently sized to manage peak to trough swings in working
capital, financial flexibility is reduced owing to the springing
leverage covenant, which is triggered at net leverage above 6.0x
if the facility is drawn by more than 25% at a quarter-end
testing date.

Second, Moody's expects that Britax's free cash flow will turn
negative in FY 2014 as a result of a combination of lower
earnings and negative working capital owing to the timing of new
product launches and increasing debtors as customers seek to
maximize year-end sales volume rebate payments.

More positively, Moody's notes that following its 2013
refinancing, the company benefits from an extended debt maturity
profile, with only limited Term Loan A amortization.

Rationale for Negative Outlook

The negative outlook factors in Moody's expectation that Britax's
operational performance will remain challenged in key markets,
particularly in Europe and the US, which may lead to a further
deterioration in the company's financial credit metrics.

What Could Change the Ratings Up/Down

Given the deterioration in Britax's financial metrics and the
negative outlook, upward rating momentum is unlikely in the near
term. However, over the next 12-18 months, Moody's could upgrade
the ratings if Britax stabilizes its operating performance
resulting in a sustained reduction in adjusted gross leverage and
improvement in liquidity, with positive free cash flow
generation.

Downward ratings pressure could occur if Britax fails to
stabilize its operating performance, resulting in a further
weakening of the company's credit metrics. Specifically this may
include leverage failing to reduce sustainably, or a
deteriorating liquidity profile evidenced by a reliance on
drawings under the revolving credit facility.

The principal methodology used in these ratings was the Global
Consumer Durables published in September 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.

Britax Group Limited, headquartered in the UK, is a manufacturer
of a range of child car safety seats and wheeled-goods. The
company operates across Europe, North America and Australasia.
For the year ending 31 December 2013, the company reported net
sales of EUR367.5 million. The company is owned by Nordic
Capital.


ETHEL AUSTIN: Returns to Scunthorpe
-----------------------------------
Scunthorpe Telegraph reports that fashion retailer Ethel Austin
started trading in the Parishes shopping mall in Scunthorpe.

It is the 12th branch in the chain since Liverpool businessman
Paul Hargreaves bought the brand name in March 2013, according to
Scunthorpe Telegraph.

The report relates that the new branch in the former
Internacionale store is employing six full-time and part-time
staff and will trade from 9:00 a.m. to 5:30p.m., Monday to
Saturday, and from 11:00 a.m. until 4:00 p.m. on Sunday.

A spokesman for Ethel Austin said the firm believed the new
Scunthorpe store was value for money as rents in the Parishes
were very competitive, the report discloses.

The report notes that the return to the town comes four years
after the former operators went into administration.

The move led to two branches in The Foundry and Ashby High Street
closing with the loss of 18 jobs, the report adds.


LEEDS RECYCLING: In Administration, Owes GBP2.57 Million
--------------------------------------------------------
Bdaily Business News reports that Leeds Recycling Limited and
Waste Recycling and Diversion (WRD) Limited have fallen into
administration with combined debts of more than GBP8 million.

Bdaily Business News relates, citing letsrecycle.com, that Howard
Smith -- howard.smith@kpmg.co.uk  -- and Jonny Marston --
john.martson@kpmg.co.uk -- of KPMG were appointed joint
administrators of the two Rotherham-based waste and recycling
firms.

The report notes that the majority of the 112 staff, 48 workers
at Leeds Recycling Ltd and 64 at WRD, were made redundant on
appointment of the administrators.

Leeds Recycling provided waste collection to local businesses,
but it had experienced 'disproportionate operating costs on its
customer collections business and an inability to attract new
customers in the local South Yorkshire area', resulting in the
firm incurring 'substantial losses' since it commenced trading in
April 2013, according to a KPMG report, Bdaily Business News
relates.

Bdaily Business News says that KPMG claims that in an attempt to
reduce operating costs prior to the appointment of
administrators, Leeds Recycling sold its collections business in
September 2014 to Biffa Waste Services.

Leeds Recycling owes GBP2,575,714 to creditors, GBP871,207.08 of
which is owed to company director Andrew McGee, the report
discloses.

WRD was incorporated in March 2008 and began trading in March
2013 to process recycling for local authorities.  It now owes
GBP5,670,809 to creditors, of which GBP3,846,306 is owed to
company director Mr. McGee, the report relays.

In a statement issued upon the firm falling into administration,
Howard Smith, associate restructuring partner at KPMG, said: "The
companies experienced significant cash flow difficulties in
recent months and were unable to meet their financial
commitments.  We have staff on site to assist employees with
submitting their claims to the Redundancy Payments Office and to
help with any queries, the report adds.


NORTEL NETWORKS: Northern Ireland Workers Awarded for Dismissal
---------------------------------------------------------------
John Campbell at BBC News reports that a tribunal has ruled that
staff who lost their jobs at a Nortel Networks factory in County
Antrim, Ireland, are entitled to unfair dismissal payments of
more than GBP50,000.

BBC News says the decision follows a test case brought by a
worker who claimed the Canadian firm failed to properly consult
with each employee before making them redundant.  However it is
not clear how much, if anything, will be paid out as the telecoms
company is in administration, BBC News relates.

The firm failed in 2009, resulting in 100 job losses in Northern
Ireland, BBC News notes.

According to the report, Nortel's administrator will not contest
the workers' claims that the firm failed to properly consult
them.

In the test case, the worker involved was awarded GBP66,200 --
and two subsequent cases have led to awards of GBP66,200 and
GBP52,699, BBC News says.

The report relates that the tribunals heard that although the
three redundant workers subsequently found new jobs, the work did
not pay as well as Nortel.  The former employees now count as
unsecured creditors of Nortel, so it is not clear when they will
be paid or how much, relates BBC News.

A case involving Nortel at the High Court in London in 2010
indicated that unsecured creditors could expect to be paid
12 pence for every GBP1 they are owed, the report notes.

A group of workers, backed by the union Unite, are also expected
to bring cases to the tribunal once it becomes clear if the final
payout will make it worthwhile, BBC News adds.

                       About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation and
its various affiliated entities provided next-generation
technologies, for both service provider and enterprise networks,
support multimedia and business-critical applications.  Nortel
did business in more than 150 countries around the world.  Nortel
Networks Limited was the principal direct operating subsidiary of
Nortel Networks Corporation.

On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate
parent Nortel Networks Corporation, NNI's direct corporate parent
Nortel Networks Limited and certain of their Canadian affiliates
commenced a proceeding with the Ontario Superior Court of Justice
under the Companies' Creditors Arrangement Act (Canada) seeking
relief from their creditors.  Ernst & Young was appointed to
serve as monitor and foreign representative of the Canadian
Nortel Group.  That same day, the Monitor sought recognition of
the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del.
Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code.

That same day, NNI and certain of its affiliated U.S. entities
filed voluntary petitions for relief under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Del. Case No. 09-10138).

In addition, the High Court of England and Wales placed 19 of
NNI's European affiliates into administration under the control
of individuals from Ernst & Young LLP.  Other Nortel affiliates
have commenced and in the future may commence additional creditor
protection, insolvency and dissolution proceedings around the
world.

On May 28, 2009, at the request of administrators, the Commercial
Court of Versailles, France, ordered the commencement of
secondary proceedings in respect of Nortel Networks S.A.  On
June 8, 2009, Nortel Networks UK Limited filed petitions in U.S.
Bankruptcy Court for recognition of the English Proceedings as
foreign main proceedings under Chapter 15.

U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11
and 15 cases.  Mary Caloway, Esq., and Peter James Duhig, Esq.,
at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware,
serves as Chapter 15 petitioner's counsel.

In the Chapter 11 case, James L. Bromley, Esq., and Howard S.
Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New
York, serve as the U.S. Debtors' general bankruptcy counsel;
Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in
Wilmington, serves as Delaware counsel.  The Chapter 11 Debtors'
other professionals are Lazard Freres & Co. LLC as financial
advisors; and Epiq Bankruptcy Solutions LLC as claims and notice
agent.

The U.S. Trustee appointed an Official Committee of Unsecured
Creditors in respect of the U.S. Debtors.  Fred S. Hodara, Esq.,
at Akin Gump Strauss Hauer & Feld LLP, in New York, and
Christopher M. Samis, Esq., and Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware,
represent the Unsecured Creditors Committee.

An ad hoc group of bondholders also was organized.  An Official
Committee of Retired Employees and the Official Committee of
Long-Term Disability Participants tapped Alvarez & Marsal
Healthcare Industry Group as financial advisor.  The Retiree
Committee is represented by McCarter & English LLP as Delaware
counsel, and Togut Segal & Segal serves as the Retiree Committee.
The Committee retained Alvarez & Marsal Healthcare Industry Group
as financial advisor, and Kurtzman Carson Consultants LLC as its
communications agent.

Several entities, particularly, Nortel Government Solutions
Incorporated and Nortel Networks (CALA) Inc., have material
operations and are not part of the bankruptcy proceedings.

As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated
assets of US$11.6 billion and consolidated liabilities of US$11.8
billion.  The Nortel Companies' U.S. businesses are primarily
conducted through Nortel Networks Inc., which is the parent of
majority of the U.S. Nortel Companies.  As of Sept. 30, 2008, NNI
had assets of about US$9 billion and liabilities of US$3.2
billion, which do not include NNI's guarantee of some or all of
the Nortel Companies' about US$4.2 billion of unsecured public
debt.

Since the commencement of the various insolvency proceedings,
Nortel has sold its business units and other assets to various
purchasers.  Nortel has collected roughly US$9 billion for
distribution to creditors.  Of the total, US$4.5 billion came
from the sale of Nortel's patent portfolio to Rockstar Bidco, a
consortium consisting of Apple Inc., EMC Corporation,
Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In
Motion Limited, and Sony Corporation.  The consortium defeated a
US$900 million stalking horse bid by Google Inc. at an auction.
The deal closed in July 2011.

Nortel has filed a proposed plan of liquidation in the U.S.
Bankruptcy Court.  The Plan generally provides for full payment
on secured claims with other distributions going in accordance
with the priorities in bankruptcy law.

The trial on how to divide proceeds among creditors in the U.S.,
Canada, and Europe commenced on Sept. 22, 2014.


PELAMIS WAVE: Parties 'Express Interest' in Firm
------------------------------------------------
BBC News reports that several parties have expressed an interest
in collapsed wave power firm Pelamis Wave Power, according to
administrators.

The firm went into administration last month after failing to
secure enough funding to develop its technology, according to BBC
News.

The report notes that administrators at KPMG said they had been
encouraged by the amount of initial interest shown in the
Edinburgh-based firm.

They have set a deadline for parties to table offers for the
business and its assets, the report relates.

The report discloses that KPMG also said it could "take some
time" after that to select a preferred bidder.

Pelamis Wave Power employs more than 50 staff in the design,
manufacture and operation of wave energy converters which it has
been testing at the European Marine Energy Center (EMEC) in
Orkney.

"We have been encouraged by the level of initial interest in
Pelamis and we believe there is the will and desire to see the
continuation of the groundbreaking advances the business has made
towards renewable energy production," the report quoted Joint
Administrator Blair Nimmo.

Pelamis Wave Power is an Edinburgh-based wave power technology
firm.


TOWERGATE FINANCE: Agrees to Sell Hayward Aviation to JLT
---------------------------------------------------------
Alistair Gray at The Financial Times reports that Towergate
Finance has made the first of several expected disposals as one
of Britain's biggest private companies tries to raise cash as
part of a fight to stay in business.

The heavily indebted group is to raise GBP27 million by agreeing
to sell Hayward Aviation, which arranges aircraft cover, to the
FTSE 250-listed broker Jardine Lloyd Thompson, the FT relates.

Hayward, which arranges insurance for regional airlines, small
commercial fleets and individual jets and helicopters, is among
several non-core assets of Towergate, which made almost 300
acquisitions over 16 years, the FT notes.

The deal is expected to be completed early in the new year, the
FT discloses.

Towergate -- chaired by Alastair Lyons, who resigned from the
board of Serco last month after the outsourcer issued a series of
profit warnings -- is considering sales of other assets to
increase cash flows, the FT says.

Towergate, which has a net debt burden of almost GBP1 billion,
cautioned last month it might not survive as a going concern if a
restructuring could not be agreed, the FT recounts.  It is in
talks with lenders led by Lloyds Banking Group to renegotiate
banking covenants, the FT relays.

Maidstone, England-based Towergate Finance is Europe's largest
insurance broker.


WHAT'S COOKING: Brought Out of Administration by Founder
--------------------------------------------------------
Big Hospitality News reports that Liverpool restaurant What's
Cooking has been brought out of administration by its previous
owner and founder Lee Brennan.

Mr. Brennan founded What's Cooking on the Wirral in 1978 and
moved it to the Albert Dock in 1983 before selling up in 1996 to
found Panama's Hatty, which has two restaurants in Chester and
Manchester, according to Big Hospitality News.

The report notes that Mr. Brennan stepped in to save his former
business after it fell into administration and faced imminent
closure.

The report discloses that Mr. Brennan plans to run What's Cooking
to with all of its existing 35 staff in place, and continue
relationships with existing suppliers and service providers.


                            *********

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
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 * * *