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

                           E U R O P E

          Thursday, December 11, 2014, Vol. 15, No. 245

                            Headlines

A U S T R I A

OESTERREICHISCHE VOLKSBANKEN: To Sell Unprofitable Romanian Unit


C Y P R U S

CYPRUS: DBRS Confirms 'B(low)' Long-Term Currency Issuer Ratings


G E O R G I A

GEORGIAN RAILWAYS: Fitch Alters Ratings Outlook to Negative


G E R M A N Y

PROVIDE VR 2003-1: Fitch Affirms 'Csf' Rating on Class E Notes
THYSSENKRUPP AG: Fitch Affirms 'BB+' LT Issuer Default Rating
TITAN 2007-1: Fitch Corrects ISIN Number for Class B Notes


I R E L A N D

BANK OF IRELAND: S&P Revises Outlook & Affirms 'BB+/B' Ratings
EUROCREDIT CDO V: Moody's Hikes Rating on Class D Notes to 'Ba1'
KAREN MILLEN: High Court Confirms Declan McDonald as Examiner


L U X E M B O U R G

ARCELORMITTAL SA: Fitch Affirms 'BB+' IDR; Outlook Stable


N E T H E R L A N D S

DUTCH MBS XVII: Fitch Affirms 'Bsf' Rating on Class E Notes
REAAL SCHADEVERZEKERINGEN: Moody's Lowers IFSR to 'B3(hyb)'


P O R T U G A L

BANCO ESPIRITO: Former Chief Executive Defends Bank Management


R U S S I A

O'KEY GROUP: Fitch Affirms 'B+' Long-term Issuer Default Ratings


T U R K E Y

HABAS SINAI: Fitch Affirms 'B+' IDR; Outlook Stable


U N I T E D   K I N G D O M

AQUAMARINE POWER: Plans to Cut Off More Than 50% of Workforce
BEACON HILL: Aims to Reduce Restructuring Impact on Shareholders
FINDUS PIK: Fitch Assigns 'CCC' Final Issuer Default Rating
HELLAS TELECOM: Judge Rejects PE Firms' Attack on Ch. 15 Case
JR TAYLOR: Enters Administration

PELAMIS WAVE: Deadline for Firm Offers Expired
UMV GLOBAL: Moody's Assigns 'Ba3' Corporate Family Rating
WOODBURY CONSTRUCTION: Cerberus Puts Firm Into Administration


                            *********


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A U S T R I A
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OESTERREICHISCHE VOLKSBANKEN: To Sell Unprofitable Romanian Unit
----------------------------------------------------------------
Andra Timu and Alexander Weber at Bloomberg News report that
Oesterreichische Volksbanken AG (VBPS) agreed to sell its
unprofitable Romanian business to the country's third biggest
lender, Banca Transilvania SA, as the Austrian bank works to fill
its capital shortfall.

According to Bloomberg, OeVAG and Volksbank Romania SA's other
shareholders agreed to sell their stakes to Banca Transilvania,
based in western Romania's Cluj Napoca, for an undisclosed
amount.

"The sale of Volksbank Romania is another big milestone for OeVAG
on the way to fulfill the EU's restructuring plan," Bloomberg
quotes OeVAG Chief Executive Officer Stephan Koren as saying in a
statement.

OeVAG and the cooperative banks that own its majority were bailed
out three times by the Austrian government since 2009, as their
expansion in the 2000s unraveled, Bloomberg recounts.  The
European Central Bank still found a capital shortfall of
EUR865 million in its stress test this year, Bloomberg discloses.
The Romanian business caused part of that hole, as did OeVAG's
portfolios of large corporate and real estate loans, Bloomberg
notes.  OeVAG, Bloomberg says, is accelerating its asset sales
and plans to transfer operating functions to one of its owners to
fill the gap.

According to Bloomberg, Banca Transilvania CEO Omer Tetik said
the purchase price is "reasonable" and will be disclosed next
year as it can still change in the meantime.  Mr. Tetik, as cited
by Bloomberg, said the lender won't need to raise more capital to
finance the transaction.

Oesterreichische Volksbanken-AG is an Austrian internationally
active commercial bank.  The Bank divides its business activities
into five main business segments: Corporates, Retail, Real
Estate, Financial Markets, as well as Investment Book/Other
Operations.



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C Y P R U S
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CYPRUS: DBRS Confirms 'B(low)' Long-Term Currency Issuer Ratings
----------------------------------------------------------------
DBRS Inc. has confirmed the long-term foreign and local currency
issuer ratings for the Republic of Cyprus at B (low).  The
Republic's short-term foreign and local currency issuer ratings
have been confirmed at R-5.  The trend on all ratings remains
Stable.

The confirmation of Cyprus' ratings reflects DBRS' view that
near-term default risks remain contained due to strong
implementation of the troika supported adjustment program.
Cypriot authorities have demonstrated a strong commitment to the
program, and economic and fiscal performance has exceeded
expectations.  Nonetheless, at B (low), the rating underscores
the depth of Cyprus' challenges and heavy reliance on EU funding.
High public sector debt combined with elevated real interest
rates raises significant questions regarding debt sustainability.
The process of deleveraging across the public, corporate and
household sectors could be prolonged, leaving the economic
recovery heavily reliant on external developments.  Meanwhile,
delays in the resolution of non-performing loans (NPLs) could
reduce recovery values and add to the ultimate cost of bank
restructuring.

Timely completion of upcoming program reviews combined with
continued strong economic and fiscal performance could lead to an
upgrade.  Further action to strengthen Cyprus' insolvency
framework and aid the resolution of NPLs would also lend support
to the rating.  On the other hand, a prolonged period of
stagnation, particularly if combined with fiscal policy slippages
or additional bank rescue costs, could result in downward
pressure on the ratings.  External factors, including political
developments between Cyprus and Turkey and between the EU and
Russia, could also have an impact on Cyprus' creditworthiness.

Cyprus joined the EU in 2004 and adopted the euro in 2008.
Policy measures adopted in the process of EU accession and more
recently as part of the economic adjustment program have helped
to bolster public finances, strengthen domestic institutions, and
enhance the attractiveness of Cyprus as a business center and
tourist destination.  Support from EU partners helps to enhance
growth prospects, as regular EU budget transfers and long-term
infrastructure financing from the European Investment Bank help
to increase investment.  Moreover, the EUR10 billion program
agreed with the European Commission, European Central Bank and
International Monetary Fund in 2013 has cushioned the impact of
the financial crisis and recession and given Cypriot authorities
space to tackle fiscal challenges.  Given the Republic's strong
performance under the troika program thus far, EU partners may be
willing to provide additional financing to Cyprus should the need
arise.

Cyprus' low tax environment remains attractive to foreign
corporations.  Business owners from Russia and other former CIS
countries continue to incorporate in Cyprus for tax and other
reasons in spite of the losses imposed on foreign bank depositors
in 2013.  Although Cyprus' advantages are not unique and could be
eroded by external competitors or by regulatory changes in
creditor countries, DBRS expects the business services sector to
remain an important source of employment and income for the
Cypriot economy.

Cyprus' geographic location makes the island a relatively
convenient summer tourist destination for Europeans.  Rising
household incomes in Eastern Europe should continue to provide a
stable source of growth in tourist arrivals.  Higher income
Russian tourists have thus far appeared to be less sensitive to
economic cycles, and growth in Russian tourism in Cyprus has
exceeded the pace of Russian economic growth.  Tourism will
remain highly seasonal and vulnerable to economic downturns, but
focused and pragmatic public and private sector efforts to expand
the island's appeal could generate long-term benefits.

Within the next decade, exploitation of offshore natural gas
deposits should provide a major new source of income for the
island economy.  The government estimates that current proven
reserves are likely to bring in net revenue of close to EUR20
billion over the next 20 years (over 110% of 2013 GDP).  If
managed prudently, the associated financial inflows could help to
significantly reduce Cyprus' vulnerability to shocks.  In
addition, related investment and lower domestic energy costs
could have ancillary benefits for the Cypriot economy.  The pace
of development in the gas sector could nonetheless be affected by
relations with Turkey.

In spite of these strengths, Cyprus faces several near-term
challenges.  The European Commission expects debt to peak at 115%
of GDP next year, and this assumption is highly sensitive to
growth and fiscal projections.  Although financing requirements
through early 2016 are being met through official financing and
privatization revenue targets, Cyprus is likely to require
significant new external financing to meet expected debt
redemptions after the program concludes.  The government intends
to focus additional fiscal measures on expenditure cuts and has
thus far demonstrated strong capacity to control spending.
Nonetheless, specific cuts have not been identified and could be
challenging to implement in the context of a weak economy.

Private sector debt ratios are also at historically high levels
and suggest that growth will be constrained by further
deleveraging.  Household and corporate balance sheets have been
damaged in the crisis, including through the bail-in of uninsured
depositors.  Real estate prices are still declining and the
ultimate impact of the decline on household wealth, domestic
savings, and bank solvency is not yet clear.  Financial
institutions will need to significantly reduce outstanding
domestic credit or identify significant new sources of funding.

Consequently, Cyprus' small and relatively undiversified economy
will remain highly dependent on external demand for the
foreseeable future.  DBRS expects only gradual improvements from
efforts to extend the tourist season and remains concerned that
competition from other Mediterranean locations may dampen growth
in the sector.  If growth in tourism and business registrations
slows significantly, the economy could face gradually declining
output for years to come as the domestic deleveraging process
continues.  Russian demand is particularly critical, though
additional shocks from Europe could also have negative effects on
Cyprus.



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G E O R G I A
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GEORGIAN RAILWAYS: Fitch Alters Ratings Outlook to Negative
-----------------------------------------------------------
Fitch Ratings has revised Georgian Railway LLC's (GR) Outlook to
Stable from Negative and affirmed its Long-term Issuer Default
Ratings (IDR) at 'BB-'.

The Outlook revision reflects GR's better-than-expected financial
performance, which saw 9M14 EBITDA grow 11% yoy to GEL189
million.  The increase was mainly driven by higher freight
transportation tariffs for certain cargo types, the commencement
of freight forwarding services provision and the slight
appreciation of USD against GEL, as transport tariffs are set in
USD.  The company's reported EBITDA margin of 50% in 9M14 was up
from 48% in 9M13.  Fitch expects GR's free cash flow (FCF) to
turn positive in 2014 on the basis of improved EBITDA, modest
capex and dividends expectation.  The ratings are based on the
company's standalone profile.

KEY RATING DRIVERS

Standalone Profile Drives Rating

Fitch assesses the links between GR and Georgia (BB-/Positive),
its indirect parent (through JSC Partnership Fund, BB-/Positive)
as moderate, given material dividend payments during high-capex
periods, staff cost increases as well as perceived reduction in
government backing for key investment projects, such as Tbilisi
Bypass.

Weaker ties with Georgia led us to change our rating approach in
2013, from aligning GR's ratings with those of the state to
notching down GR's rating one level from the state's.  This
reflects the company's importance to the local economy as the
largest taxpayer and employer and its role in Georgia's regional
transit corridor.  As GR's standalone 'BB-' creditworthiness is
higher than that derived from the top-down rating approach, it is
currently the driver of the overall ratings.

Sizeable but Flexible Capex

GR has a number of strategic and sizeable projects, namely the
modernization of the mainline connecting Tbilisi to the Black Sea
and the Tbilisi Bypass project.  Capex is forecast to be
substantially lower over 2014-2016 compared with the previous
years' average, mainly due to the postponement of the Tbilisi
Bypass project until 2017.  Although capex is largely
discretionary and may be delayed to keep credit metrics within
guidelines, there is risk of assets being left stranded should
the Tbilisi Bypass project (GEL354 million spent by end-2012)
remain unfinished.  According to management, in 2013 GR signed an
amendment with contractors to freeze the project for three years.
The contractors take care for the maintenance of the construction
in progress and GR has the right to resume the project during
three years.

Over the next four years, GR forecasts capex of around GEL690
million (excluding VAT).  Total capex commitments at end-3Q14
amounted to GEL576 million (at end-3Q13: GEL619 million), mainly
relating to GEL383 million mainline modernization and the GEL151
million Tbilisi Bypass project.  The Baku-Tbilisi-Kars project is
fully funded by the Azerbaijan government and not executed by GR.

Leverage Improvement Expected

At end-2013 GR reported FFO-adjusted net leverage of 4x, up from
3.4x at end-2012, mainly driven by lower EBITDA as a result of a
23% staff cost increase.  At-end-2014 Fitch expects GR's FFO-
adjusted net leverage to decrease to slightly above 3x and below
this level by end-2016 as a result of higher EBITDA, following
the commissioning of the Baku-Tbilisi-Kars rail link in 2015-
2016, modest capex and dividend expectation.

Decreasing Volumes, Increasing Average Revenue per Ton

GR's freight transportation volumes fell 10% yoy in 1H14, mainly
due to a 49% yoy decrease of crude oil transportation volumes,
following the expansion of a CPC pipeline and the redirection of
Kazakh TCO oil from GR.  The decrease in crude oil volume was
partially offset by an increase in more profitable oil product
transportation volumes and in dry cargo transportation volumes,
including minerals, black metals, construction cargo and others.

The fact that GR sets tariffs independently (within agreed levels
with CIS council) allows them to compensate for any decline in
freight volumes.  Average revenue per ton for oil products and
oil transportation that accounted for about 45% of total
transported volumes in 1H14 increased by some 6%.  Average
revenue per ton changes for dry cargoes varied from -6% to +11%
in 1H14, compared with 2013.  Fitch expects railway traffic to
increase upon the commissioning of the Baku-Tbilisi-Kars rail
link in 2015-2016, enabling deliveries from Baku to Istanbul and
farther to Europe.


In 9M14 GR reported revenue of GEL372 million, up 6.2% yoy, and
EBITDA of GEL189 million, up 11% yoy.  This was mainly driven by
average freight transportation revenue per ton increase for
certain cargo types, contribution from freight-forwarding
subsidiaries and the slight appreciation of USD against GEL.
This resulted in an improvement of EBITDA margin to 50.9% in 9M14
from 48.5% in 9M13.

FX-linked Debt

At end-2013 GR reported debt of GEL938 million, comprising two
unsecured bonds, due in 2015 and 2022.  GR is subject to foreign
currency fluctuations risks as all of its outstanding debt is
denominated in USD.  However, foreign currency risk is partially
mitigated by natural hedge as the majority of GR's freight
transportation tariffs are denominated in USD, and by some
foreign cash currency holdings.  At end-1H14 about 70% of total
cash and cash equivalents (GEL143m out of GEL204 million) was in
USD and CHF.

Freight-oriented Railway

Freight transportation revenue continued to dominate at GEL324
million in 9M14 (87% of total revenue), up 5% yoy.  This is
mainly split between transit operations at 58% and import/export
operations at 27%.  Oil products and oil transportation continued
to dominate in GR's freight transportation revenue, making up 48%
of freight traffic revenue or 43% of total revenue in 2013.
There is competition from pipelines for liquid cargoes but
volumes transported by rail are supported by the need to ship
refined products and crude oil of either exceptionally good or
poor quality, which are deemed unsuitable for pipeline blends.

Dominant Strategic Market Position

GR is the owner and operator of the rail infrastructure, rail
terminals, locomotives and rolling fleet in Georgia.  Georgia's
geographic location enables GR to capitalize on increasing demand
for freight transportation from neighboring oil and mineral-rich
countries.  Partnerships with neighboring countries, namely
Azerbaijan, Armenia, and future links with Turkey through the
Baku-Tbilisi-Kars rail line have further sought to increase its
importance in freight transportation within the region.

LIQUIDITY & DEBT STRUCTURE

At end-3Q14 GR's gross debt stood at GEL938 million, including
short-term maturities of GEL16 million that are comfortably
covered by GR's cash and cash equivalents of GEL253 million and
by undrawn credit facilities of GEL40 million.  It should be
noted that cash and cash equivalents as well as undrawn credit
facilities are solely held by Georgian banks, with non-investment
grade ratings.  Fitch expects GR's FCF to turn positive over
2014-2016, following lower capex (about GEL132 million (excluding
VAT) on average over this period) and dividends. However, GR's
plans to increase capex in 2017 may cause FCF to turn negative
although GR may postpone certain projects where necessary.

RATING SENSITIVITIES

Positive: Future developments that could lead to a positive
rating action include:

   -- A sustainable improvement in FFO-adjusted net leverage to
      below 2.5x and FFO fixed charge cover greater than 3.5x,
      provided the sovereign is upgraded
   -- Stronger links with the government, such as government
      guarantees for a material portion of GR's debt

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

   -- A sustained increase of FFO-adjusted net leverage above 3x
      and/or FFO fixed charge cover below 3x
   -- Weakening links with the government, such as privatization
      of a majority stake, which may result in a wider notching
      down from the sovereign rating

Full List of Rating Actions

Long-term foreign and local currency IDRs affirmed at 'BB-';
  Outlook revised to Stable from Negative
Short-term foreign and local currency IDRs affirmed at 'B'
Foreign and local currency senior unsecured ratings affirmed at
  'BB-'



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G E R M A N Y
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PROVIDE VR 2003-1: Fitch Affirms 'Csf' Rating on Class E Notes
--------------------------------------------------------------
Fitch Ratings has upgraded Provide VR 2003-1 Plc's class C notes.

Senior credit default swap: paid in full
Class A+ (ISIN DE000A0AAZ03): paid in full
Class A (ISIN DE000A0AAZ11): paid in full
Class B (ISIN DE000A0AAZ29): affirmed at 'AAsf'; Outlook Stable
Class C (ISIN DE000A0AAZ37): upgraded to 'Asf' from 'BBBsf';
Outlook Positive
Class D (ISIN DE000A0AAZ45): affirmed at 'CCsf'; Recovery
Estimate (RE) 75%
Class E (ISIN DE000A0AAZ52): affirmed at 'Csf'; RE 0%
Class F: NR

The transaction is a synthetic securitization backed by
residential mortgages originated by several institutions
belonging to the German Cooperative Banking group.

KEY RATING DRIVERS

Since the last review in February 2014, additional losses of
EUR0.4 million have been realised and allocated to the class E
notes. Cumulative losses since closing in December 2003 currently
stand at 2.2% of the original pool balance.  The class F notes
have been completely eliminated by loss allocation (EUR6.1
million).  The class E notes have also incurred EUR4.3 million of
losses. Of their initial balance of EUR4.4 million, currently
only EUR0.1 million is outstanding (based on the latest investor
report as of September 2014).

Overall, the deal is performing worse than Fitch's initial
expectations and Fitch expects the class E notes to be reduced to
zero through further loss allocation, as outstanding foreclosures
currently in the portfolio turn into losses.  Given the small
outstanding balance of the class E notes, losses are also likely
to be allocated to the class D notes.  This expectation is
factored into the notes' ratings and REs and consequently their
affirmation at 'CCsf'.

"The class B and C notes have built up substantial credit
enhancement through amortization.  The portfolio has amortized to
approximately 6% of its initial balance.  As a result, we have
upgraded the class C notes to 'Asf', which reflects the high
amount of protection against losses.  In Fitch's view, the class
B notes are able to withstand losses commensurate with their
rating, which led to the affirmation," Fitch said.

RATING SENSITIVITIES

The transaction remains exposed to further loss allocation, as
outstanding credit events in the portfolio (currently
approximately EUR1.2 million) translate into losses.  Fitch
expects additional losses to be allocated to the class E notes
(thus fully eliminating them) and the class D notes.  At the same
time, Fitch expects credit enhancement for the class B and C
notes to further increase via amortization, resulting in
additional protection. This is reflected in the Positive Outlook
on the class C notes.

Fitch assigns REs to all notes rated 'CCCsf' or below. REs are
forward-looking, taking into account Fitch's expectations for
principal repayments on a distressed structured finance security.


THYSSENKRUPP AG: Fitch Affirms 'BB+' LT Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings has revised Germany-based ThyssenKrupp AG's (TK)
Outlook to Stable from Negative.  Its Long-term Issuer Default
Rating (IDR) and senior unsecured ratings have been affirmed at
'BB+'. The Short-term IDR and commercial paper program ratings
have been affirmed at 'B'.

The change in Outlook to Stable reflects an improvement at TK's
Brazilian steel plant, CSA, as reported adjusted EBIT narrowed to
a EUR60 million loss at financial year ended September 30, 2014
from a EUR495 million loss in FY13.  This, alongside cost-saving
measures elsewhere in the business, has led Fitch to expect a
stable financial profile for the group over the long-term.

The ratings reflect TK's strong market position in many of its
segments, and its diverse business profile versus steel-focused
competitors, with its capital goods business providing stability.
New management initiatives in cost optimization and profitability
improvement as well as a balanced capital spending approach have
brought some positive results. Funds from operations (FFO) net
leverage fell to 4.3x in FY14 from 7.1x in FY13, while EBITDA
margin rose to 5.1% from 2.8% during the same period. We expect
Fitch-calculated free cash flow (FCF) to return to a neutral
position in FY16, following significant annual outflows seen in
recent years.

Key Rating Drivers

CSA Utilization Improvement

Having guaranteed 40% utilization of CSA through an off-take
agreement with a consortium of ArcelorMittal and Nippon Steel &
Sumitomo Metal Corporation, a key risk to the ratings is TK's
ability to utilize the remainder of capacity to minimize losses.
CSA has been largely successful in placing volumes, with a
utilization of 82% in FY14. A devaluation of the Brazilian real
has also made CSA's production more competitive versus US- based
competitors. With continuing strong demand in the US, annual
capacity utilization at CSA is expected to improve further,
potentially to 90% in FY15.

The outlook for the Brazilian economy in FY15 remains robust,
hence steel demand and pricing are expected to recover. Fitch
expects progressive improvement of CSA's profitability, driven by
higher capacity utilization, higher realised average prices and
further cost optimization.

US Downstream Exposure Cut

Following the sale of the Alabama rolling and coating plant for
USD1.55 billion in FY14 TK has removed its exposure to the low-
margin and highly volatile downstream steel business for which
the main end users are automotive and appliance companies. Even
though the automotive market in the US has demonstrated recovery
in recent years, it is unlikely to improve margins in the
downstream sector, given excessive overcapacity. Despite the
significant losses associated with the sale, the cash provided
has helped reduce net debt levels, and reduces uncertainty in the
business while providing guaranteed 40% capacity off-take at CSA
according to the sale agreement. CSA remains TK's only exposure
to the Americas steel market, in particular the upstream segment.

Restructuring of Outokumpu Legacy

Re-acquired from Outokumpu through a separation deal in February
2014, VDM (producing high-performance alloys) and Italian
stainless steel plant, Acciai Speciali Terni S.p.A. (AST), are
considered non-core operations and are likely to be disposed of
in the medium-to-long term. Meanwhile, AST is currently loss-
making, and performance at VDM is poor. Approximately EUR50m has
been allocated for restructuring these businesses, primarily
through staff optimization, expected in FY15. AST represents a
significant portion of TK's total of EUR258 million factored
receivables, which are treated as debt by Fitch. These were
brought back onto TK's balance sheet in FY14, increasing adjusted
gross debt. This would be reversed if TK sells the company.

Credit Profile Weak but Improving

TK's credit metrics remain weak for a 'BB+' rating. At the same
time Fitch acknowledges the progress in deleveraging over the
past two years as FFO net leverage declined to 4.3x in FY14 from
7.6x in FY12 (net of a cash adjustment by Fitch of EUR500 million
to reported figures to account for operational cash
requirements). New management initiatives on profitability
improvement have translated into Fitch-calculated EBIT of EUR982
million in FY14, compared with a loss of EUR195 million in FY12.
Though still high for the 'BB+' rating, as performance improves
at CSA Fitch expects FFO-adjusted net leverage to improve to
below 3x in FY15. Gross leverage is likely to remain closer to 4x
as TK maintains a strong liquidity position and refinances its
maturing high-coupon bonds.

Diversified Business Profile

TK's ratings reflect its well-diversified business profile,
compared with many steel-focused competitors. As an industrial
conglomerate, the group benefits from the relative stability of
its capital goods businesses and broad geographical
diversification. It also holds strong market positions in a range
of businesses, including elevators and selected engineering and
service activities.

Corporate Governance

Over the past two years Board of Directors changes and the
payment of fines regarding TK's involvement in rail and elevator
cartels in Germany have highlighted corporate governance and
culture issues at the company. Fitch believes that current senior
management is committed to improving corporate governance and
introducing a culture of greater accountability. Supporting this
view are the amnesty program and voluntary special audit
undertaken in FY13.

Rating Sensitivities

Negative: Future developments that may result in negative rating
action are

-- EBIT margin failing to improve towards 5% (FY14: 2.4%), FFO
   lease-adjusted gross leverage sustained above 3.5x (above 3.0x
   for FFO net leverage), and free cash flow remaining negative.

Positive: Future developments that may result in positive rating
action are

-- An improvement in profitability, as demonstrated by an EBIT
   margin of above 8% resulting in consistently positive free
   cash flow and an FFO lease-adjusted gross leverage around 2.5x
   (2.0x for FFO net leverage).

Liquidity and Debt Structure

Liquidity is strong, given EUR3.5 billion available cash, net of
a EUR500 million adjustment Fitch has made for operational cash
requirements, and EUR3.8 billion undrawn committed facilities
against EUR1 billion of maturing debt in FY15. In addition, the
group regularly accesses capital markets through its EUR1.5
billion commercial paper program, which was unutilized at FYE14.


TITAN 2007-1: Fitch Corrects ISIN Number for Class B Notes
----------------------------------------------------------
Fitch Ratings issued a correction to its Dec. 3, 2014 rating
release.  It corrects the ISIN number for the class B notes.

Fitch Ratings has downgraded Cornerstone Titan 2007-1 plc's class
B and C notes and affirmed the others, as follows:

EUR48.8 million class A2 (XS0288055600) affirmed at 'Csf';
Recovery Estimate (RE) revised to RE90% from 100%

EUR65.5 million class B (XS0288056673) downgraded to 'Dsf' from
'Csf'; RE0%

EUR0 million class C (XS0288057218) downgraded to 'Dsf' from
'Csf';

EUR0 million class D (XS0288057648) affirmed at 'Dsf'

EUR0 million class E (XS0288058885) affirmed at 'Dsf'

EUR0 million class F (XS0288059420) affirmed at 'Dsf'

EUR0 million class G (XS0288060196) affirmed at 'Dsf'

Cornerstone Titan 2007-1 plc is a CMBS transaction secured by
seven loans backed by commercial real estate assets in Germany
and Switzerland.

Key Rating Drivers

The affirmation of the class A2 notes reflects the continued weak
recovery prospects of the underlying assets. The downgrade of
class B and C notes is driven by the allocation of losses from
liquidated loans, which have extinguished the entire balance of
the C notes and written off nearly 10% of the class B notes
balance.

Seven loans remain outstanding as at the October 2014 interest
payment date (IPD), down from 17 at Fitch's last rating action.
Of the 10 loans that left the portfolio, four repaid in full,
whilst six loans suffered varying degrees of principal loss. The
most severe losses were on the Hannover loan (74% loss, EUR4.0
million recovery), which fell some way short of Fitch's
expectations following a quick sale; and the Hugo loan (55% loss,
EUR74.7 million recovery), which was marginally down from Fitch's
expectations. All other loans that repaid in full or with losses,
did so, broadly in line with Fitch's recovery expectations.

Interest payable on the class X notes continues to hamper final
recoveries on all other classes of notes and will limit interest
available to be paid on the class B notes. Loan interest receipts
are insufficient to cover payments on the notes without top-ups
from principal receipts, to the extent that the amount of
interest paid on the loans at the October IPD was roughly half of
the amount that was due.

Full repayment of the Steigenberger Hotel loan (EUR8.6 million)
and the Star loan (EUR621k) are consistent with Fitch's analysis
and are likely, following indications from the special servicer
that sales are at an advanced stage. Property sales over the past
year on the Wolfsburg and German Retail 3 loans have been
encouraging signs of progress but the remaining properties are
likely to be of weaker quality, in Fitch's view.

Rating Sensitivities

Ratings are unlikely to be sensitive to the workout of remaining
loans. Recovery Estimates on the class A2 notes could move in
line with actual recoveries on underlying assets.

Estimated 'Bsf' proceeds are EUR45 million.



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


BANK OF IRELAND: S&P Revises Outlook & Affirms 'BB+/B' Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it took various
rating actions on Irish banks.  Specifically it:

   -- Revised to positive from negative the outlook on Bank of
      Ireland (BOI) and affirmed the 'BB+/B' counterparty credit
      ratings.

   -- Maintained the CreditWatch with negative implications on
      the 'B+' long-term rating on Permanent TSB (PTSB).

   -- Affirmed the ratings and maintained negative outlooks on
      Allied Irish Banks PLC (AIB; BB/Negative/B); KBC Bank
      Ireland PLC (KBCI; BBB-/Negative/A-3); and Ulster Bank
      Ireland Ltd. (UBIL; BBB+/Negative/A-2) and its U.K.-based
      parent Ulster Bank Ltd. (UBL; BBB+/Negative/A-2).

The rating actions reflect S&P's view of decreasing economic
risks for Irish banks.  S&P believes that banking system credit
losses resulting from Ireland's continued correction of economic
imbalances accumulated before the crisis are declining and will
pose less of a risk to sector profitability over the next two to
three years than S&P had previously anticipated.

As a result of the significant acceleration in economic growth
over the course of 2014, S&P has revised up its expectations for
growth in Ireland.  S&P now expects real GDP growth of 4.5% in
2014 and 3.5% in 2015 -- levels that are likely to be ahead of
Continental European peers.  S&P also expects the unemployment
rate to gradually trend down from 11.2% at end-2104 to 9.7% by
end-2016.  Nationally, house prices have increased by about 16%
over the past 12 months as of Oct. 2014 with exceptionally strong
house price growth in Dublin.  This has been the result of a
large gap between demand and supply, which S&P expects will
persist given low levels of house building.

Against this favorable macroeconomic backdrop, all the major
Irish banks reported a sharp decline in loan impairment charges
in the first half of 2014.  S&P expects this improving trend in
loan impairments to continue for the second half of the year.
This will be supported by provision releases as a result of
changes in model assumptions relating to lower loss given default
(LGD) expectations, as price increases make previous assumptions
too conservative, and continued progress in restructuring
impaired loans.  Lower loan impairment charges will also be due
to declining arrears (albeit from still-high levels), including
inflows into early arrears.  As a result of provision releases,
credit losses for 2014 will not be representative of an
underlying trend, in S&P's view.  S&P expects a modest increase
in 2015 followed by a gradual decline from 2016 onward.  Overall,
S&P's base-case assumption for domestic credit losses is an
average of around 0.80% over the three-year period 2014-2016
compared with S&P's previous estimate of 1.30%.  S&P's estimate
of lower systemwide credit losses compares to a similar recent
reassessment of economic imbalances in Spain.

"As a result of our significantly lower expectations for domestic
banking system credit losses, we have revised our assessment of
economic imbalances in the correction phase to "high impact" from
"very high impact", as our criteria define these terms.  That
said, we continue to believe that the impact of the correction
phase in the Irish economy remains meaningful for the banking
system as house prices remain 38% below their pre-crisis peak and
the level of mortgage arrears remains high.  The economic risk
trend is stable, given our view that credit risk in the economy,
as indicated by private sector credit to GDP, is very high at
169% at end-2013 and we assume only a modest improvement to
around 155% by end-2015.  Furthermore, the banking system has a
large stock of domestic nonperforming loans (NPLs; defined as
impaired loans plus 90 days past due but not impaired) to
address. Although the stock of NPLs will reduce from a very high
35% of systemwide loans at end-2013, we expect progress to be
gradual," S&P said.

"We maintain our view of a stable trend for industry risk for
Ireland.  This reflects our view that, notwithstanding improving
profitability, the Irish banking industry has yet to establish a
track record of stable pre-provision profitability based on a
lower risk appetite than was the case before the crisis.  We
expect the two largest banks, BOI and AIB, to be profitable for
the full-year 2014 and beyond.  This is the result of improved
net interest margins (NIM) from lower cost of funds and lower
credit losses.  Notwithstanding these two factors, we think that
revenue growth will remain depressed as redemptions will continue
to outpace new lending until 2016 and that any further
improvements in NIM will be modest.  In addition, any potential
improvement in our assessment of industry risk remains
constrained by the Irish government's ownership of AIB and PTSB,"
S&P added.

OUTLOOK

BOI

The positive outlook indicates that S&P may raise the ratings on
BOI over the next one to two years if S&P expects that
capitalization, as indicated by the risk-adjusted capital (RAC)
ratio, will be comfortably and sustainably above 5%.

AIB

The negative outlook indicates that S&P may lower the ratings on
AIB by year-end 2015 if it believes there is a greater likelihood
that senior unsecured liabilities may incur losses if the bank
fails.  Specifically, S&P may lower the long-term counterparty
credit rating by one notch if it considers that extraordinary
government support is less predictable under the new EU
legislative framework.

S&P could revise the outlook back to stable if it saw a greater
likelihood in the near term of a conversion -- even if partial --
of the government preference shares into equity; or if retained
earnings over the next two years appear set to materially
outperform S&P's projections.  Under this scenario, the
possibility of a more rapid improvement in capitalization -- with
a RAC ratio set to sustainably exceed 5% -- could offset the
possible removal of government support from the rating on AIB.

PTSB

S&P expects to resolve the CreditWatch on the long-term rating on
PTSB once it has greater clarity on the outcome of the capital
plan that the bank has submitted to the European Central Bank.
The plan is expected to address the EUR855 million capital
shortfall identified under the European Banking Authority's
stress test's adverse scenario earlier this year.  S&P
understands that the ECB could publish its response to the
capital plan in the next couple of weeks.

UBL/UBIL

The negative outlook on UBL and UBIL now solely reflects the
negative outlook on the parent, Royal Bank of Scotland PLC (RBS).
S&P no longer considers downside risk in relation to the
strategic importance of either or both entities to the RBS group
to be a actor for the ratings outlook.  This reflects a
combination of RBS' Oct. 31, 2014 announcement that Ulster Bank
offers a good strategic fit following a strategic review of its
Republic of Ireland operations, and S&P's opinion that Ulster's
earnings prospects in a group context are now significantly
healthier. UBIL's stand-alone credit profile (SACP) remains
unchanged at 'b+' until such time that S&P observes a sustained
improvement in its capitalization and funding profile by S&P's
measures.

KBCI

The negative outlook on KBCI reflects S&P's view that although
its regulatory Tier 1 capital ratio will likely remain robust,
S&P's projected 5.0%-5.5% RAC ratio remains uncertain.  In
addition, while S&P views KBCI's strategy to strengthen its
retail banking position and customer proposition as logical, S&P
considers management's attempt to reposition the KBCI franchise
as unproven, for now.

BICRA SCORE SNAPSHOT*

Ireland                          To                  From

BICRA Group                      7                   7
Economic risk                    6                   7
Economic resilience              Intermediate        Intermediate
                                 risk                risk
Economic imbalances              High risk           Very high
                                                     risk
Credit risk in the economy       Very high risk      Very high
                                                     risk
Industry risk                    7                   7
Institutional framework          High risk           High risk
Competitive dynamics             High risk           High risk
Systemwide funding               High risk           High risk

Trends
Economic risk trend             Stable               Stable
Industry risk trend             Stable               Stable

* Banking Industry Country Risk Assessment (BICRA) economic risk
  and industry risk scores are on a scale from 1 (lowest risk) to
  10 (highest risk).

RATINGS LIST

                            To                From
Bank of Ireland
Counterparty Credit Rating BB+/Positive/B    BB+/Negative/B

Allied Irish Banks PLC
Counterparty Credit Rating BB/Negative/B     BB/Negative/B

KBC Bank Ireland PLC
Counterparty Credit Rating BBB-/Negative/A-3 BBB-/Negative/A-3

Ulster Bank Ireland Ltd.
Counterparty Credit Rating BBB+/Negative/A-2 BBB+/Negative/A-2

Permanent TSB PLC
Counterparty Credit Rating B+/Watch Neg/B    B+/Watch Neg/B


EUROCREDIT CDO V: Moody's Hikes Rating on Class D Notes to 'Ba1'
----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Eurocredit CDO V PLC:

EUR42 Million Class B Notes, Upgraded to Aaa (sf); previously on
May 15, 2014 Upgraded to Aa1 (sf)

EUR36 Million Class C Notes, Upgraded to A1 (sf); previously on
May 15, 2014 Affirmed Baa1 (sf)

EUR27 Million Class D Notes, Upgraded to Ba1 (sf); previously on
May 15, 2014 Affirmed Ba2 (sf)

EUR6 Million Class V Combo Notes, Upgraded to Aa3 (sf);
previously on May 15, 2014 Upgraded to A3 (sf)

Moody's also affirmed the ratings on the following notes issued
by Eurocredit CDO V PLC:

EUR120 Million (Current outstanding balance EUR15.2M) Class A-2
Notes, Affirmed Aaa (sf); previously on May 15, 2014 Affirmed
Aaa (sf)

EUR72 Million Class A-3 Notes, Affirmed Aaa (sf); previously on
May 15, 2014 Upgraded to Aaa (sf)

EUR24 Million (Current outstanding balance EUR 14.95M) Class E
Notes, Affirmed B2 (sf); previously on May 15, 2014 Downgraded
to B2 (sf)

Eurocredit CDO V PLC, issued in September 2006, is a multi-
currency Collateralised Loan Obligation ("CLO") backed by a
portfolio of mostly leveraged senior secured European loans. The
portfolio is managed by Intermediate Capital Managers Limited,
and this transaction ended its reinvestment period in September
2012.

Ratings Rationale

The rating actions on the notes are primarily a result of the
improvement of their over-collateralization ("OC") ratios
following the September 2014 payment date, when Class A-1 and A-2
Notes amortized by EUR69.5M and approximately EUR23.7M,
respectively, or 33% and 20%, respectively, of their original
balances.

As of the trustee's November 2014 report, Class A/B, Class C,
Class D and Class E had OC ratios of 167.10%, 130.70%, 112.35%
and 104.25% compared with 142.96%, 122.95%, 111.27% and 105.7%,
respectively, as of the trustee's April 2014 report.

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class V,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date minus the aggregate of
all payments made from the Issue Date to such date, either
through interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount
reported by the trustee.

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 EUR169.9M and GBP19.6M,
defaulted par of EUR22.3M and GBP0.95M, a weighted average
default probability of 29.7% (consistent with a WARF of 3,400), a
weighted average recovery rate upon default of 48.11% for a Aaa
liability target rating, a diversity score of 22 and a weighted
average spread of 3.77%. The GBP denominated liabilities are
naturally hedged by the GBP assets.

In its base case, Moody's addresses the exposure to obligors
domiciled in countries with local currency country risk bond
ceilings (LCCs) of A1 or lower. The portfolio has exposures to
12.88% of obligors in Italy and Spain, whose LCCs are A2 and A1
respectively. Moody's ran the model with different par amounts
depending on the target rating of each class of notes, in
accordance with Section 4.2.11 and Appendix 14 of the
methodology. The portfolio haircuts are a function of the
exposure to peripheral countries and the target ratings of the
rated notes, and amount to 1.16% for Classes A-2, A-3, and B
notes and 0.29% for Class C notes.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed that 94.59% of the portfolio exposed to first
lien senior secured corporate assets would recover 50% upon
default, while the remaining non-first-lien loan corporate assets
would recover 15% 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:

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it lowered the weighted average spread by 30 basis
points; the model generated outputs that were within one notch
with the base-case results.

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

3) Around 38.16% of the collateral pool consists of debt
obligations whose credit quality Moody's has assessed by using
credit estimates.

4) Foreign currency exposure: The deal has a significant 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.


KAREN MILLEN: High Court Confirms Declan McDonald as Examiner
-------------------------------------------------------------
Tim Healy at Irish Independent reports that the High Court's
Ms. Justice Marie Baker on Dec. 9 confirmed the appointment of
Declan McDonald of PricewaterhouseCoopers as examiner to the
Karen Millen Irl Ltd. and two associated companies, Warehouse
Fashion Irl Ltd. and Coast Stores Irl Ltd.

According to Irish Independent, the court heard Mr. McDonald, who
was appointed interim examiner last month, is preparing a
survival plan for the companies.  As part of the survival scheme,
the examiner is seeking a buyer, Irish Independent notes.

The court has previously heard they have a reasonable prospect of
survival if they are able to renegotiate rents and close
uneconomic stores, Irish Independent relates.

Rossa Fanning, barrister for the companies that brought the
examinership petition, asked that the period of protection be
extended beyond 35 days at this stage as the end of that period
would run into the Christmas holidays, Irish Independent relays.
The companies employ 300 people at outlets around the country,
Irish Independent discloses.

Karen Millen is a ladies fashion chain.



===================
L U X E M B O U R G
===================


ARCELORMITTAL SA: Fitch Affirms 'BB+' IDR; Outlook Stable
---------------------------------------------------------
Fitch Ratings has affirmed Luxembourg-based ArcelorMittal S.A's
(AM) Long-term Issuer Default Rating (IDR) and senior unsecured
rating at 'BB+', and Short-term IDR at 'B'.  The Outlook on the
Long-term IDR is Stable.

The affirmations and Stable Outlook reflect our view that steel
market conditions have bottomed out this year and should show a
modest improvement in 2015 and beyond.  In addition, the company
has visibly improved profitability, driven by a number of cost-
cutting initiatives.  Nevertheless AM's current credit metrics
are weak for a 'BB+' rating, with Fitch expecting a 2014 EBIT
margin of slightly above 4% and funds from operations (FFO) gross
leverage of 3.66x.  The agency expects a further improvement in
profitability and leverage metrics in 2015, making AM's credit
metrics more commensurate with the rating.

Fitch believes that AM will continue to focus on rationalizing
costs in order to reduce absolute debt levels and gradually
improve both leverage and profit metrics.  While this process
carries a certain degree of execution risk, Fitch considers that
AM has a track record of delivering in this regard.

KEY RATING DRIVERS

Deleveraging Targets

Debt reduction continued in 2014 to USD21.9 billion as of
September 30, 2014 from USD22.3 billion (USD24.5 billion Fitch
identified) as of end-2013. The reduction has come from a variety
of operational and non-operational means, including the sale of
ArcelorMittal's 78% stake in European port handling and logistics
company, ATIC Services S.A. (ATIC).  AM is targeting a further
net debt reduction down to USD15 billion in the medium term,
which will be funded primarily from incremental operating cash
generated by the cost-rationalization program and improving steel
market conditions.

Steel Market

The bottoming out of European sales volumes in 2014 has been one
of the key factors for AM's financial improvement.  At the same
time, a material decline in the automotive sector in Brazil has
caused weakness in the domestic flat steel market, causing AM to
reorient its Brazilian division to low margin slab exports.  The
North American market was strong in terms of volumes and pricing
in 2014, but due to a material increase in production costs,
overall profitability was impaired.  Fitch expects AM's total
steel shipments in 2014 to be 85.7mt implying 3.6% YoY growth.
Expectations for 2015 are more modest, at only 1% YoY growth, due
to remaining uncertainty in the European market and less robust
growth in the Americas.

Increasing Mining Output

The significant decline in market prices for iron ore in 2014
(roughly 30% YoY) has undermined AM's mining division's
profitability.  In order to offset softer prices expected in
2015, the company is targeting stretching iron ore production
capacity from the current target of 84mt by end 2015 to 95mt,
with an additional 5mtpy potential in Liberia and 6mtpy in
Canada.  Despite the high margin nature of the company's mining
business, Fitch expects the potential effect on group
profitability from expansion to be offset by the forecast gradual
decline in market prices for iron ore.  However, Fitch recognizes
that the effort to increase vertical integration will improve the
company's operating stability by improving its self-sufficiency
and diversifying its cash generation.

Significant Scale and Diversification

The ratings reflect AM's position as the world's largest steel
producer.  AM is also the world's most diversified steel producer
in terms of product mix and geography, and benefits from a solid
and increasing level of vertical integration into iron ore.

Mid-Point Cost Position

Fitch estimates that AM has an average cost position (higher
second quartile) overall, varying across the key regions in which
it operates.  The cost positions of individual plants
significantly differ, with those in Europe generally operating at
higher costs.  The company has embarked on a management gain
initiative targeting on cutting USD3bn of costs by the end of
2015, of which USD1.1bn has been achieved by the end of 2013.

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
action include:

   -- FFO gross leverage below 2.5x
   -- Recovery in EBIT margins to at least 8%
   -- Positive FCF across the cycle

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

   -- EBIT margin below 4%
   -- FFO gross leverage sustained above 3.0x
   -- Persistently negative free cash flow

LIQUIDITY AND DEBT STRUCTURE

AM has a sound liquidity cushion, including on-balance sheet cash
of USD4 billion (excluding restricted cash) at Sept. 30, 2014,
and a recently renegotiated USD6 billion revolving credit
facility of which USD3.6 billion matures in 2016 and USD2.4
billion in 2018.  The company's diversified financial profile,
with about 90% of its gross debt raised on the capital markets,
includes the use of equity-like instruments like its USD 2.25bn
mandatory convertible notes (100% debt under Fitch treatment of
hybrid instruments methodology).

Full List of Rating Actions

Long-term IDR affirmed at 'BB+', Outlook Stable
Short-term IDR affirmed at 'B'
Senior unsecured rating affirmed at 'BB+'
Subordinated rating affirmed at 'BB-'



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


DUTCH MBS XVII: Fitch Affirms 'Bsf' Rating on Class E Notes
-----------------------------------------------------------
Fitch Ratings has upgraded three and affirmed 14 tranches of
Dutch MBS XVI, Dutch MBS XVII and Dutch MBS XVIII B.V.

The Dutch Prime RMBS transactions comprise loans originated by
NIBC Bank (BBB-/Stable/F3).  The portfolios in Dutch MBS XVI and
XVIII are serviced by STATER B.V. (RPS1-) and Quion (RPS2).  The
loans in Dutch MBS XVII are only serviced by STATER.

KEY RATING DRIVERS

Performance Better Than Average Dutch Prime RMBS

The affirmations reflect the strong performance of the underlying
assets over the past 12 months.  As of the latest interest
payment date, three-month plus arrears ranged from 0.22% (Dutch
MBS XVI) to 0.41% (Dutch MBS XVIII) of the outstanding collateral
balance. The average three-month plus arrears figure in Fitch-
rated Dutch RMBS is 0.89%.  In the past year three-month plus
arrears on average decreased by 6bp in the Dutch MBS series.
Fitch expects the stable performance to continue due to quality
of securitized loans and the gradual recovery in the Dutch
housing market.

The upgrades of the class B, C and D notes in Dutch MBS XVI
reflect their credit enhancement, which is sufficient to
withstand credit losses associated with the higher rating
categories.

Excess Spread Sufficient to Provision for Losses

The average increase in loans with properties that have been
foreclosed upon and realised losses across all three deals over
the past 12 months is 24bp and 6bp of the original portfolio
balance, respectively.  At present, gross excess spread levels,
averaging 55bp of the respective outstanding portfolios per
annum, have been sufficient to fully provision for period
realized losses.  As a result the reserve funds remain fully
funded in all three deals.

Sound Credit Quality

The strong performance of the underlying pools reflects their
sound credit quality.  The transactions are backed by highly
seasoned (on average 126 months) collateral with weighted average
original loan-to-market-values ranging from 74.2% in Dutch MBS
XVII to 84.3% in Dutch MBS XVI, relatively low levels for the
Dutch mortgage market.

RATING SENSITIVITIES

Deterioration in asset performance may result from economic
factors, in particular the increasing effect of unemployment.  A
corresponding increase in new defaults and associated pressure on
excess spread levels and reserve funds could result in negative
rating action, particularly for the junior tranches.

The rating actions are:

Dutch MBS XVI B.V.
Class A1 (ISIN XS0619300352) affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN XS0619302135) affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN XS0619303885) upgraded to 'AAAsf' from 'AAsf';
Outlook Stable
Class C (ISIN XS0619305401) upgraded to 'AA+sf' from 'Asf';
Outlook Stable
Class D (ISIN XS0619306805) upgraded to 'Asf' from 'BBBsf';
Outlook Stable

Dutch MBS XVII B.V.
Class A1 (ISIN XS0833086563) affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN XS0833089153) affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN XS0833091480) affirmed at 'AA+sf'; Outlook Stable
Class C (ISIN XS0833095986) affirmed at 'A+sf'; Outlook Stable
Class D (ISIN XS0833097099) affirmed at 'BBB+sf'; Outlook Stable
Class E (ISIN XS0833097842) affirmed at 'Bsf'; Outlook Stable

Dutch MBS XVIII B.V.
Class A1 (ISIN XS0871317771) affirmed at 'AAAsf'; Outlook Stable
Class A2 (ISIN XS0871317938) affirmed at 'AAAsf'; Outlook Stable
Class B (ISIN XS0871318829) affirmed at 'AA+sf'; Outlook Stable
Class C (ISIN XS0871319124) affirmed at 'A+sf'; Outlook Stable
Class D (ISIN XS0871319397) affirmed at 'BBBsf'; Outlook Stable
Class E (ISIN XS0871319470) affirmed at 'Bsf'; Outlook Stable


REAAL SCHADEVERZEKERINGEN: Moody's Lowers IFSR to 'B3(hyb)'
-----------------------------------------------------------
Moody's Investors Service has downgraded to Baa3 from Baa2 the
insurance financial strength ratings (IFSRs) of SRLEV NV and
REAAL Schadeverzekeringen NV, and to B3(hyb) from B1(hyb) the
subordinated debt rating of SRLEV's hybrid instruments. All these
ratings carry a developing outlook.

Ratings Rationale

-- Insurance Financial Strength Ratings

The downgrade by one notch to Baa3 of the IFSRs of SRLEV NV, a
Dutch life insurer, and REAAL Schadeverzekeringen NV, a Dutch P&C
insurer, which are both part of the SNS Reaal group, reflects the
weakening credit profile of these operations as a result of (1)
declining profitability which Moody's expects to persist in the
near future and (2) deteriorating capitalization, which Moody's
views currently as weak in absolute terms and when compared with
other large Dutch insurers. The downgrade also reflects the
weakening of SRLEV's market position, particularly in the group
life market.

In the first nine months of 2014, SNS Reaal's insurance
operations reported a net loss of EUR337 million. This loss was
driven by (1) a charge of EUR266 million in 1H14 related to a
Liability Adequacy Test (LAT) shortfall, mainly due to cost
dissynergies from disentanglement from SNS Bank NV (Baa2) as well
as shrinking premiums volumes and (2) an additional EUR144
million LAT shortfall in 3Q14, driven primarily by the decline in
long term interest rates. Even when excluding these items, the
underlying results of the insurance activities have been weak,
reducing to a profit of EUR 1 million in 1H14 from EUR 29m in
1H13, reflecting the pressure arising from the low interest
environment and shrinking premiums. Moody's expect this trend to
continue into 2015. Moody's also anticipate that the spread
between SRLEV's asset yield and its average credited rate will
continue to deteriorate as a result of reducing asset returns
(the yield on 10-year Dutch sovereign bonds reduced to 0.8% as at
28 November 2014 from 2.2% as at YE13) and the insurer's ALM
mismatch, with a 4.4 years gap between the duration of its fixed
income investments and the duration of its provision for
insurance contracts as at YE13.

The insurer's capitalization under Solvency I also deteriorated
in the first nine months of 2014 to 156% from 172% at YE13,
mainly due to the negative impact of model and cost parameter
changes as well as of unfavorable movements in yield curves and
credit spreads. Moody's views the capitalization of the company
to be weak in absolute terms and when compared with the rest of
the large Dutch insurance players (with on average Solvency I
ratios above 200%) and expects capitalization to remain under
pressure as a result of the weak profitability.

As concerns market position, the insurer has maintained a top
rank in the individual life segment (with a 18.4% market share in
new production) but has lost significant market share in the
group life business, which halved to 8.9% in 1H14 from 19.2% in
1H13.

--- Hybrid Instruments Ratings

The downgrade by two notches to B3(hyb) rating for the hybrid
securities issued by SRLEV reflects the weakening credit
fundamentals of the insurance group, as well Moody's view that
coupon deferral, which has been in place since early 2013, may be
prolonged for a longer period than originally anticipated. The
B3(hyb) rating is six notches below its IFSR, which is wider than
Moody's standard notching practices for debt issued by operating
insurance companies.

-- Rating Outlooks on IFSRS and Hybrid Instruments

The developing outlook on the Baa3 IFSRs of SRLEV NV and REAAL
Schadeverzekeringen NV reflects a variety of positive and
negative credit scenarios. Negative pressures arise from the
stand-alone credit profile of the insurer, reflected by Moody's
expectations of continuous weak profitability and capitalization
going-forward on a stand-alone basis. Conversely, positive
pressures could arise in the event SNS Reaal's insurance
operations are sold to a stronger counterpart which will
recapitalize and integrate the business. SNS Reaal is in the
process of divesting the insurance operations as a part of the
restructuring plan approved by the European Commission in
December 2013.

The B3(hyb) rating incorporates expectations of several years of
deferred coupons on these securities, but the B3(hyb) ratings
could be upgraded if SNS REAAL was able to sell its insurance
operations to a stronger counterparty, leading to a resumption of
coupon payments. Conversely, the ratings could be downgraded if
Moody's believe that the sale of the insurance operations could
be delayed or sold to a counterparty which will not resume coupon
payments or decide not to pay part of the principal.

What Could Move The Rating Up/Down

The following factors could exert upward pressure on the ratings:
(1) significant improvement of the fundamentals of the insurance
operations such as sustainable good levels of capitalization and
profitability, while maintaining strong market positions and (2)
acquisition by a stronger counterpart which will recapitalize and
integrate the business.

The following factors could exert downward pressure on the
ratings: (1) continuous deterioration of the fundamentals of the
insurance operations such as a lower capitalization, a
deterioration in profitability or a material deterioration of the
market position and (2) higher risk of longer coupons deferral on
the hybrids and /or not payment of the principal.

List of Affected Ratings

The following ratings were downgraded with a developing outlook:

-- SRLEV NV's insurance financial strength rating downgraded to
    Baa3 from Baa2;

-- REAAL Schadeverzekeringen NV's insurance financial strength
    rating downgraded to Baa3 from Baa2;

-- SRLEV NV's subordinated debt rating downgraded to B3(hyb)
    from B1(hyb);

-- SRLEV NV's junior subordinated debt rating downgraded to
    B3(hyb) from B1(hyb);

Principal Methodologies

The methodologies used in these ratings were Global Life Insurers
published in August 2014, and Global Property and Casualty
Insurers published in August 2014.



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


BANCO ESPIRITO: Former Chief Executive Defends Bank Management
--------------------------------------------------------------
Patricia Kowsmann at The Wall Street Journal reports that former
Banco Espirito Santo SA Chief Executive Ricardo Salgado defended
his management of Portugal's second largest lender, blaming the
financial crisis, the central bank and the government for
unleashing a chain of events that led to the bank's collapse.

According to the Journal, in his first appearance since the bank
failed in August, Mr. Salgado told a Portuguese parliamentary
commission on Tuesday that Banco Espirito Santo and its holding
company, Espirito Santo International SA, first encountered
problems during the 2008 financial crisis.  But when the problems
intensified late last year, Mr. Salgado, as cited by the Journal,
said the Bank of Portugal exacerbated the situation by imposing
an "impossible" plan on the companies.  He said the conglomerate
was told to deleverage too fast and to sell assets quickly, and
was denied help from the Portuguese government, the Journal
relates.  The result was a bailout and breakup of the bank in
August, the Journal notes.  Many entities within the conglomerate
have filed for bankruptcy, the Journal recounts.

Mr. Salgado also denied ordering that the accounts of Espirito
Santo International be manipulated to hide EUR1.3 billion (US$1.6
billion) in liabilities, the Journal discloses.  Espirito Santo
International was found to be in serious financial condition in
May following an audit ordered by Bank of Portugal, the Journal
notes.  The audit also found irregularities in its accounts, the
Journal recounts.  Banco Espirito Santo was exposed to Espirito
Santo International and other entities of the group through loans
and debt from those companies sold to bank customers, the Journal
states.

Mr. Salgado, the patriarch of the Espirito Santo family, sat on
the board of Espirito Santo International, but said he wasn't
responsible for its accounts, the Journal relates.  Mr. Salgado,
as cited by the Journal, said the person responsible was an
accountant named Francisco Machado da Cruz.

Mr. Salgado was pushed out of the bank by Bank of Portugal in
July, the Journal relays.

                   About Banco Espirito Santo

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

In August 2014, Banco Espirito Santo had been split into "good"
and "bad" banks as part of a EUR4.9 billion rescue of the
distressed Portuguese lender that protects taxpayers and senior
creditors but leaves shareholders and junior bondholders holding
only toxic assets.  A total of EUR4.9 billion in fresh capital is
being injected into this "good bank", which will subsequently be
offered for sale.  It has been renamed "Novo Banco", meaning new
bank, and will include all BES's branches, workers, deposits and
healthy credit portfolios.

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

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

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

                        *     *     *

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

The TCR, on Aug. 14, 2014, also reported that Moody's Investors
Service has assigned debt, deposit ratings and a standalone bank
financial strength rating (BFSR) to the newly established
Portuguese entity Novo Banco, S.A., in response to the transfer
of the majority of assets, liabilities and off-balance sheet
items from Banco Espirito Santo, S.A. (BES), together with the
banking activities of this bank. The following ratings have been
assigned: (1) long- and short-term deposit ratings of B2/Not-
Prime; (2) a standalone BFSR of E (equivalent to a ca baseline
credit assessment [BCA]).



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


O'KEY GROUP: Fitch Affirms 'B+' Long-term Issuer Default Ratings
----------------------------------------------------------------
Fitch Ratings has revised Russia-based food retailer O'key Group
S.A.'s Outlook to Stable from Positive.  Its foreign and local
currency Long-term Issuer Default Ratings (IDRs) have been
affirmed at 'B+'.

Fitch has also affirmed LLC O'key's senior unsecured debt at 'B+'
/'A(rus)' with a Recovery Rating of 'RR4'. The National Long-term
rating has been affirmed at 'A(rus)'.

The revision in the Outlook to Stable reflects weaker-than-
expected credit metrics for the next three years as O'key's
stable operating performance is offset by a weak consumer and
competitive environment in the Russian retail sector.  It also
reflects execution risks around the imminent launch of O'key's
new convenience store format, accelerated store openings in 2015
and a change in management during 2014.

The ratings continue to reflect O'key's strong positioning in the
growing hypermarket food retail segment in Russia, sound credit
metrics, high profit margins and growing presence across Russia's
regions.  This is balanced with the group's small scale (seventh-
largest) compared with other listed and international leading
food retailers in Russia.

Key Rating Drivers

Weaker-than-expected Credit Metrics

"Although O'Key achieved steady credit metrics in FY13, we expect
the planned launch of the new convenience store format together
with the accelerated store openings in 2015 to lead to weaker
expected credit metrics in 2014-2015 than we previously expected.
We project gross funds from operations (FFO) adjusted leverage of
between 4.0x and 4.3x for FY14 to FY17, from 3.25x in FY13,
albeit still commensurate with the ratings. Similarly, we project
FFO fixed charge cover will deteriorate to between 2.0x and 2.4x
for FY14 to FY17 (FY13: 2.8x)," Fitch said.

Change in Management Team

"In 2014, the company has undergone a few major changes in its
management team. Tony Maher was appointed the company's Chief
Executive Officer in February 2014, succeeding Patrick Longuet
who had been with O'key for the past seven years. Also, a new
Commercial Director, Angelo Turati, was appointed in October
2014. Although these individuals come with vast industry
experience and have in-depth knowledge of the Russian market, we
believe there are execution risks in managing step changes to the
company's strategy, which include changes to logistics and
expansion plans, amid a challenging trading environment," Fitch
said.

Tougher Retail Competition in Russia

"O'key will face more intense competition from major market
players, who have also aggressive expansion plans and have
targeted hypermarkets as one of their areas of growth.
Additionally as pricing remains a major factor for Russian
consumers, further expansion from competitors will translate into
pressure on retailers' operating margins, especially if the
Russian consumer environment remains subdued in 2015.
Although O'key has been successful in one of the most competitive
regions in Russia (St. Petersburg -- 45% of group sales in 2013),
there are execution risks embedded in its expansion plans into
other regions in Russia where consumer purchasing power and
infrastructure are less developed. In addition, O'key will be
launching its new convenience store format, which we expect will
negatively impact group profit margin in 2015 before improving in
2016," Fitch said.

Negative Free Cash Flow

"We project that O'key will be able to finance more than 50% of
its capex with internally generated cash flows. O'key is,
however, expected to show negative free cash flow (FCF) over the
next four years, averaging 4% of net sales per annum, due to its
large expansion programme and a dividend pay-out of up to 25% of
group net profit. This is mitigated by O'key's proven access to
both bank and capital markets and its ability to obtain trade
creditors' financing for its working capital as sales continue to
grow," Fitch said.

Key Russian Hypermarket Operator

The group's positioning in the fast-growing hypermarket format
enables O'key to capture the structural shift towards modern food
retail chains in Russia. The group has shown good resilience
during the 2008/9 economic downturn. In addition, operating
performance in terms of sales per sq m compares positively
against other food retailers: RUB293,000 for O'key vs. RUB254,000
for X5 Retail Group and RUB315,000 for Lenta for the 12 months to
September 2014.

Rating Sensitivities

Negative: Future developments that could lead to a negative
rating action including but not limited to the Outlook being
revised to Negative, are:

-- A sharp contraction in like-for-like sales growth relative to
    peers
-- Material failure in executing its expansion plan
-- EBITDAR margin erosion to below 9% (FY13: 10.1%)
-- FFO-adjusted gross leverage remaining above 4.5x on a
    sustained basis
-- Deterioration of liquidity position as a result of high capex
    and weakened capital market in the country

Positive: Future developments that could lead to a positive
rating action include:

-- Solid execution of its expansion plan and positive like-for-
    like sales growth relative to peers
-- Maintaining current market position in Russia's retail sector
-- Ability to maintain the group's EBITDAR margin of at least
    9.5%-10%
-- FFO-adjusted gross leverage below 3.5x on a sustained basis
-- FFO fixed charge coverage around 2.0x on as sustained basis

Liquidity and Debt Structure

"At end-October 2014 about 76% of O'key's debt was long-term
(RUB29 billion) and most short-term debt maturities were
revolving credit facilities. In addition, O'key has a bond
program with a total value of RUB25 billion, including six
tranches (RUB3 billion-RUB5 billion) of five-year maturity each,
but given the weak capital market in Russia it is unlikely to be
placed in near term. Combined with strong operating cash flow
expected in FY14-15 we believe that liquidity sources are
sufficient both for debt servicing and for financing O'key's
expansion plans. Available cash totaled RUB1.4 billion as of end-
June 2014 and undrawn committed credit facilities amounted to
RUB13.3 billion as of October 10, 2014," Fitch said.



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


HABAS SINAI: Fitch Affirms 'B+' IDR; Outlook Stable
---------------------------------------------------
Fitch Ratings has affirmed Habas Sinai ve Tibbi Gazlar Istihsal
Endustrisi A.S.'s (Habas) Long-term foreign currency and local
currency Issuer Default Ratings (IDR) at 'B+' and National Long-
term rating at 'A(tur)'.  The Outlooks are Stable.

The affirmation reflects the company's operational
diversification with meaningful operations in steel production,
industrial gasses, and merchant power generation.  Fitch
recognizes the company's near monopoly position in the domestic
Turkish industrial gases market.  Although the steel division is
by far the largest in terms of revenue generation, the industrial
gasses and energy segments have historically generated higher and
more stable EBIT.

KEY RATING DRIVERS

Transparency and Disclosure

As a private company, Habas's disclosure levels are less than
publicly listed companies, and this is also a material limitation
on the rating.  Fitch believes that an improvement in information
flow would be a key requirement for any positive rating action.

Improving Business Profile

In 3Q14, Habas commenced production at its new high capacity hot
strip mill.  The new mill will enable Habas to produce a broader
range of products with potential margin improvement.

In addition to the new hot strip mill, Habas has started the
construction of a 800MW power plant, which is expected to be
operational by late-2015.  The plant will primarily supply
Habas's internal requirements with the remainder sold to the
market.

Strong Liquidity, Conservative Leverage

Habas has historically maintained a conservative financial
policy, including maintaining large cash positions on balance
sheet.  Net leverage metrics have been below similarly rated
international and Turkish peers on a sustained basis.  FFO net
leverage was around 0.2x at end-2013, and we continue forecasting
conservative net leverage metrics below 0.5x over the forecast
period.

RATING SENSITIVITIES

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

   -- An improvement in disclosure and transparency levels
      together with a strengthening of the company's operational
      profile resulting in improved scale, diversification and
      profit margins.

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

   -- Funds from operations net leverage in excess of 1.0x, a
      consolidated EBITDAR margin below 4.0%, or a liquidity
      score below 1x.



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


AQUAMARINE POWER: Plans to Cut Off More Than 50% of Workforce
-------------------------------------------------------------
BBC News reports that Scotland's renewables industry has been
dealt a fresh blow with the news that wave energy firm Aquamarine
Power is to "significantly downsize" its business.

The Edinburgh-based company said it had launched a consultation
process with staff as part of a major restructuring, according to
BBC News.

BBC Scotland understands Aquamarine's workforce could be cut from
more than 50 to less than 20.

The report notes that Aquamarine Power Chief Executive John
Malcolm said the decision to downsize the firm came after a
strategic review.

"This will involve retaining a core operational and management
team to run the business and continue maintaining our Oyster 800
wave machine at the European Marine Energy Centre in Orkney," the
report quoted Mr. Malcolm as saying.

"We have entered into a consultation process with all of our
employees on how we will take forward the restructuring and
redundancy program.  This is obviously taking place at a
difficult time of year and we will be working very closely with
every employee to achieve the best outcome for all," Mr. Malcolm
said.

The Scottish government recently announced it would set up a new
technology development body to encourage innovation in the wave
energy industry, BBC News notes.


BEACON HILL: Aims to Reduce Restructuring Impact on Shareholders
----------------------------------------------------------------
miningweekly.com reports that aim-listed Beacon Hill Resources is
proposing an up to EUR5 million open offer focused on reducing
the dilutive impact of its restructuring on existing shareholders
and to rapidly develop its Minas Moatize coking coal mine, in
Tete province, Mozambique, into a profitable Tier 1 cash cost
producer.

The open offer is scheduled for early 2015, subject to the
passing of all resolutions by the Beacon Hill shareholders at its
forthcoming general meeting on December 17, according to
miningweekly.com.

The report notes that Beacon Hill Chairperson Justin Farr-Jones
said that he had been in constructive dialogue with the company's
debt holders and a number of its private and smaller shareholders
about the fairest method for such shareholders to participate
positively in the recapitalization and restructuring of Beacon
Hill.

The open offer of new ordinary shares in Beacon Hill would give
priority to existing private and/or smaller shareholders to
maintain a meaningful level of investment and to participate at
the same price as the envisaged $14.5-million institutional
fundraising early next year, which was a key condition precedent
for the new $20-million debt facility from the Development
Finance Institution (DFI), the report notes.

The report discloses that an understanding had also been reached
with Vitol Coal SA to postpone the repayment of $4.1-million of
its existing $10-million senior debt facility, from January 30 to
March 31, 2015, subject to shareholders approving all resolutions
at the general meeting.

"The inclusion of an open offer prioritising existing smaller
shareholders together with a loyalty warrant package, alongside
Vitol's repayment extension, ensures that we now have a
comprehensive plan in place to address our existing shareholders'
concerns, recapitalise the group's balance sheet and maintain the
company's status as a going concern, while we seek final credit
approval and satisfaction of the remaining conditions precedent
for the new debt facility from the DFI," Farr-Jones outlined, the
report relays.

Beacon Hill added that the company's independent directors still
believed strongly that it was highly likely that it would be
forced into administration if all of the proposed resolutions
were not duly passed, the report says.


FINDUS PIK: Fitch Assigns 'CCC' Final Issuer Default Rating
-----------------------------------------------------------
Fitch Ratings has assigned Findus PIK S.C.A. (holdco) a final
Issuer Default Rating (IDR) of 'CCC' and its EUR200 million
8.25%/9% senior PIK notes issue a final debt rating of
'CC'/'RR6'. The final ratings are in line with the expected
ratings assigned on July 23, 2014 and follow the receipt of final
documents. Fitch has not included the issue of EUR200 million
notes in its leverage ratios due to their equity-like
characteristics, mainly the issuer's option to pay either PIK or
cash interest. Fitch expects the interest on the new notes to be
paid-in-kind given Findus's current limited financial
flexibility. Given the neutral impact of the planned notes on
Findus's cash flow and senior debt, the credit metrics of the
restricted group are unchanged.

The EUR200 million will be issued outside of the restricted group
and payment of interest in cash is optional rather than
mandatory. The notes have a maturity of five years and the
proceeds will be used to repay part of the issuer's existing
preferred equity certificates (PECs). The PIK notes will
represent a senior obligation of the issuer and will benefit from
first-priority pledges over the share capital of the restricted
group (Findus Special Intermediary) and over Findus PIK SCA's
parent's (Findus Intermediary) PECs. There is no cross-default
between the restricted group debt obligations and the PIK notes,
but enforcement of the PIK notes share pledge would lead to a
change of control event at the restricted group level.

The holdco's IDR of 'CCC' is derived from Findus's 'B-' IDR
reflecting its links to the operating performance of the
restricted group but notched down to reflect the holdco's higher
default risk. The higher default risk is largely attributable to
the holdco's subordinated nature within the holding structure and
significant limitations (e.g. restricted payments) to upstream
payments from the restricted group.

The instrument rating on the PIK notes of 'CC' reflects the
deeply subordinated nature of these instruments relative to
Findus's senior liabilities as well as the absence of direct
claims over the restricted group other than a residual equity
claim on Findus. Fitch believes that under a distressed scenario,
this feature is likely to result in weak Recovery Ratings of
'RR6' in the range of 0%-10%.

Key Rating Drivers

Geographic and Product Diversity

Findus remains the leader in its key markets of Norway, Sweden,
Finland and France, with high market shares in branded frozen
food and a diverse product proposition of frozen fish and ready-
to-eat meals. However, Fitch expects increasing private-label
penetration and competition from chilled food to continue putting
pressure on Findus group's profit margins. Cost savings, while
limited, are expected to remain the key driver of profit growth.

Volatility in Commodity Prices

Sudden commodity price inflation, such as the recent all-time
high price of salmon, in conjunction with greater volatility in
food commodity markets will continue to challenge Findus,
especially in the event of a slowdown in consumer spending.
Meanwhile, the group is benefiting from continued investments in
product innovation and successful negotiations of contracts with
food retailers to pass on price increases in raw materials.

Scope for EBITDA Stability

Fitch expects product innovation and contract negotiations to
mitigate raw material price increases. Fitch therefore projects
that EBITDA margins should remain fairly stable at FY14's (year
to September 2014) 8%. FY13 and 3QFY14 performances were in line
with management's expectations despite challenges in frozen fish
sales in Norway. EBITDA margins returned to the FY11 level having
previously been on a contracting path.

Resilient Food Consumption

Consumption of fast-moving consumer goods is fairly resilient
through the economic cycle, although growth in mature and
developed markets is limited. Findus's product innovation
capabilities and targeted marketing spending are key to ensuring
its product offering remains relevant to consumers amid changing
economic conditions, consumer preferences, health concerns and
food price inflation.

Improving FCF

"Findus has historically generated low levels of FCF, which is
considered a weakness. Although we expect a mildly negative FCF
margin in 2014 due to one-off costs for refinancing, exchange
rate translational differences and working capital unwinding, we
expect cash generation to improve, albeit remaining relatively
weak at around 1% during FY14-FY16," Fitch said.

High Leverage

Findus's FFO adjusted gross leverage at end FYE13 post
refinancing remained high at 6.4x. Fitch expects leverage to
improve towards 5.5x with FFO fixed charge cover moving towards
1.8x by 2016. If maintained, this leverage profile would be
considered relatively strong for the assigned 'B-' rating,
relative to close rated peers.

Rating Sensitivities

Positive: Future developments that could, individually or
collectively, lead to positive rating actions include:

-- Improvement in operating profitability and organic business
    growth evidenced by EBITDA margin improvement up to 9%
    (FYE13: 7.9%) and FCF margin of 3% or higher (FYE13: 0.2%).

-- Further de-leveraging with FFO adjusted leverage to or below
    5.5x on a sustained basis (FYE13: 6.4x).

-- FFO fixed charge cover at 2x or above on a sustained basis
    (FYE13: 2.3x).

Negative: Future developments that could, individually or
collectively, lead to negative rating actions include:

-- A contraction in organic revenue, for example resulting from
    increased competitive pressures, combined with a steady
    reduction in operating profitability leading to an EBITDA
    margin below 7%.

-- Consecutive periods of negative FCF leading to erosion of the
    liquidity cushion.

-- A sustained deterioration in FFO adjusted leverage to or
    above 7x.

-- FFO fixed charge cover sustainably at 1.5x or below.

Liquidity and Debt Structure

Adequate Liquidity

Fitch anticipates that Findus's liquidity will remain adequate,
supported by a super senior RCF of GBP60 million and, in the
longer term, mildly positive FCF generation from FY15.

No Maturities Before 2018

Findus's current debt includes approximately GBP400 million of
senior secured notes maturing in July 2018, revolving credit
facility (RCF) of GBP60 million maturing in December 2017. While
there is no debt amortization pressure in the foreseeable future,
we believe that the deleveraging path will be slow and dependent
on growth in EBITDA. Fitch expects FFO adjusted leverage to
remain above 5.5x until at least 2016.


HELLAS TELECOM: Judge Rejects PE Firms' Attack on Ch. 15 Case
-------------------------------------------------------------
Law360 reported that U.S. Bankruptcy Judge Martin Glenn in
Manhattan, who is presiding over clawback litigation alleging TPG
Capital and Apax Partners LLP plundered US$1.2 billion from
Hellas Telecommunications (Luxembourg) II SCA in a brazen insider
scam, refused to throw out the foreign debtor's bankruptcy case,
affirming a prior order recognizing Hellas' U.K. liquidation
proceeding under Chapter 15 of the U.S. Bankruptcy Code and
giving its liquidation officials the ability to sue the two
private equity giants in New York.

According to the report, TPG and Apax had moved to ax the
bankruptcy in light of the Second Circuit's December 2013
decision revoking the recognition of Queensland, Australia-based
property finance group Octaviar Administration Pty Ltd.'s Chapter
15 case, but Judge Glenn found a subsequent ruling by U.S.
Bankruptcy Judge Shelley C. Chapman, which reinstated Octaviar's
recognition, "persuasive and applicable" to the Hellas dispute,
in which Hellas' foreign liquidators are demanding the return of
a EUR978.7 million (US$1.2 billion) cash payment that TPG and
Apax took home in connection with the buyout and subsequent sale
of two Greek telecom businesses.

                  About Hellas Telecommunications

In February 2007, Hellas Telecommunications was purchased from
TPG Capital LP and Apax Partners by the Italian
telecommunications giant Weather Group.  The Company later
suffered liquidity problems and commenced administration
proceedings in the U.K. in November 2009.  The administrators
sold 100% of the shares of Wind Hellas to the existing owners,
the Weather Group.  An order placing the Company into liquidation
was entered on Dec. 1, 2011.

Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators
petitioned for the Chapter 15 protection for the Company (Bankr.
S.D.N.Y. Case No. 12-10631) on Feb. 16, 2012.  Mr. Jackson was
later succeeded by Simon James Bonney, and then recently by Bruce
Mackay.

Bankruptcy Judge Martin Glenn presides over the Chapter 15 case.

The Debtor estimated assets and debts of more than $100,000,000.
The Debtor did not file a list of creditors together with its
petition.

The Foreign Representatives commenced the lawsuit against various
entities, captioned as, Hosking v. TPG Capital Management, L.P.,
et al., No. 14-01848 (MG) (Bankr. S.D.N.Y. March 13, 2014).  TPG
is represented by Paul M. O'Connor, III, Esq., and Andrew K.
Glenn, Esq., at Kasowitz, Benson, Torres, & Friedman, LLP of New
York, NY.  APAX is represented by Robert S. Fischler, Esq., and
Stephen Moeller-Sally, Esq., at Ropes & Gray LLP of New York, NY.
TCW is presented by Wayne S. Flick, Esq., and Amy C. Quartarolo,
Esq., at Latham & Watkins LLP of Los Angeles, CA.  Nikesh Aurora
is represented by William F. Gray, Jr., Esq., and Alison D.
Bauer, Esq., at Torys LLP of New York, NY and Michael A. Sherman,
Esq., at Stubbs Alderton & Markiles, LLP of Sherman Oaks, CA.

U.S. counsel to the Foreign Representatives as against all
Defendants except Deutsch Bank AG and Nikesh Arora are Howard
Seife, Esq., Thomas J. McCormack, Esq., Andrew Rosenblatt, Esq.,
and Marc D. Ashley, Esq., at CHADBOURNE & PARKE LLP.

U.S. counsel to the Foreign Representatives as against Deutsch
Bank AG and Nikesh Arora are Alexander H. Schmidt, Esq., Alan
McDowell, Esq., and Jeremy Cohen, Esq., at WOLF HALDENSTEIN ADLER
FREEMAN & HERZ LLP.


JR TAYLOR: Enters Administration
--------------------------------
Tara Hounslea at Drapers reports that JR Taylor, an independent
department store in Lytham St Annes, was put into administration
on Dec. 8 by the offshore trust Howjow Investments.

The trustees have appointed Duff & Phelps to manage the interim
period, according to Drapers.  Staff have been assured it is
business as usual, as a new owner for the store is actively
sought, the report notes.

The report discloses that Hilary Cookson and Henry Shepherd from
Maureen Cooksons in Whalley have acted for the past five years as
consultants for Howjow in the store, charged with restoring it to
former glory.

Ms. Cookson remarked that over the past five years the store has
seen double digit sales growth year on year and the store is
looking in great shape with a highly focused team and a clear
customer message in all departments, the report notes.

"JR Taylor is an anomaly in the portfolio and so, having achieved
a turnaround, the trust feel it is time to consolidate," the
report quoted Ms. Cookson as saying.  "Henry and I have
thoroughly enjoyed the challenge over the past five years and
look forward to concentrating on our own business in 2015, as we
have a major refurbishment beginning in January within the store
and are now developing our delicatessen and cafe bar concept even
further," Ms. Cookson said.


PELAMIS WAVE: Deadline for Firm Offers Expired
----------------------------------------------
BBC News reports that the deadline to table offers for the
collapsed wave power company Pelamis Power Wave has passed.

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 company.

They said it could "take some time" after the deadline to select
a preferred bidder, the report discloses.

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 Centre (EMEC) in
Orkney.


UMV GLOBAL: Moody's Assigns 'Ba3' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service has assigned a corporate family rating
(CFR) of Ba3 and a probability of default rating (PDR) of B1-PD
to UMV Global Foods Holding Company Ltd, an intermediate holding
company that indirectly owns 100% of United Biscuits Holdco
Limited (United Biscuits). Moody's has also assigned a Ba3 rating
to the senior secured term loans and revolving credit facility
borrowed by UMV Global Foods Company Ltd. The outlook on all
ratings is stable.

Concurrently, Moody's has withdrawn the Ba3 CFR and B1-PD PDR at
United Biscuits Holdco Limited level.

On November 3, PAI Partners and Blackstone announced that they
had sold United Biscuits ("UB", or the "Company"), the leading
UK-based biscuits and savory snack manufacturer, to Turkish food
and beverages group Yildiz Holding A.S (Yildiz, unrated) for a
total consideration of around GBP2 billion. The acquisition
closed on November 12, 2014 and Yildiz repaid the existing senior
secured term facilities borrowed by United Biscuits Holdco
Limited. The new organizational structure includes two
intermediate holding companies, one of which will be the borrower
of the new senior secured facilities.

Ratings Rationale

"Moody's believes that the acquisition by Yildiz Holding will
benefit United Biscuit's profitability through the expected
synergies in manufacturing and procurement areas, as the company
will benefit from increased negotiation power in terms of raw
materials," says Hubert Allemani, a Moody's Vice President --
Senior Analyst and lead analyst for United Biscuits. "The
acquisition by Yildiz will also broaden its geographic reach in
emerging markets where the growth potential is higher than in
Western Europe."

Food and Beverage is a key strategic focus for Yildiz and Moody's
believes that United Biscuits will be able to leverage Yildiz's
global operations. Yildiz owns the largest biscuits manufacturer
in Turkey (šlker Biskvi, unrated) and the chocolate
confectionary business Godiva (unrated).

United Biscuits Ba3 CFR is constrained by (1) high financial
leverage, at around 6.0x post acquisition (Moody's adjusted); (2)
high concentration in the UK (c. 64% of 2013 Pro Forma Sales),
with limited scope for market share improvement from an already
high level; (3) exposure to significant competition from larger
international companies that can lead to price pressure or a
higher level of promotional activities, although this will now be
mitigated by the integration into a larger international group
such as Yildiz; (4) exposure to the grocery retailer's bargaining
power and strong competition from discount chains; and (5) raw
material inflation and volatility linked to harvest conditions
and global demand for wheat and palm oil.

However, the Ba3 CFR also reflects (1) United Biscuits' leading
market shares in the core geographies of the UK (#1) and Northern
Europe (#2) and successful penetration in Emerging Markets; (2)
its portfolio of well-known and trusted brands; (3) a large
addressable global market, with growth opportunities in many
geographies; and (4) proven track record of stable profitability
(EBITDA margin at around 16% over the past three years) and
strong cash generation. Moody's also notes that United Biscuits
continues to benefit from its experienced management team.

Liquidity profile

Pro forma for the refinancing transaction, Moody's views United
Biscuits' liquidity as adequate and expects that the company will
be able to cover its operational cash outflows and debt service,
including the first semi-annual instalment of its term loan A of
GBP4.4 million in 2015. However, Moody's notes that at closing
United Biscuits' cash position is zero. The company has access to
a fully available GBP75 million Revolving Credit Facility.
Moody's expects that United Biscuits will continue to generate
positive free cash flow over the next two years and thus maintain
its solid liquidity profile.

Structural Considerations

United Biscuit's main debt instruments are the GBP910 million
equivalent senior secured facilities split into a GBP150 million
amortizing tranche A due in 2020, a GBP435 million tranche B1 and
a GBP325 million equivalent tranche B2, itself split into a euro
and sterling tranche, both due in 2021. United Biscuits also
benefits from a 6-year revolving credit facility in a total
committed amount of GBP75 million. The senior facilities and
revolving facilities are secured by fixed and floating charges
over substantially all of the assets of United Biscuits and its
main subsidiaries.

Using Moody's loss given default (LGD) methodology, the company's
probability of default rating is one notch lower than the CFR.
This is based on a 65% recovery rate, as is typical for
transactions with all first-ranking bank debt. The revolving
credit facility and the term loans are rated at the same level as
they rank pari passu.

Furthermore, Moody's considers the subordinated intercompany loan
facility provided by Yildiz to finance the transaction to be
equity like as per Moody's criteria, and it is therefore excluded
from the adjusted debt calculation.

Finally, Moody's notes that the company is subject to one
financial covenant (net debt/EBITDA to be tested quarterly) under
the senior loan agreement.

Rationale for the Stable Outlook

The stable outlook reflects Moody's expectation that United
Biscuits will be able to maintain its strong leadership and
customer base in the UK, while benefiting from the growth and
additional reach in Emerging Markets. The outlook also factors in
the rating agency's assumption that the company will not embark
on any transforming acquisitions or make shareholder
distributions.

What Could Change the Rating Up/Down

In light of the predominant portion of its revenues and
profitability that United Biscuits derives from the UK, a rating
upgrade would likely result from (1) brand outperformance or new
product developments leading to further diversification of the
revenue stream; (2) increased penetration in the fast-growing
markets of the International division; (3) controlled growth
resulting in improvements in margins and cash generation; and (4)
the company using cash to reduce gross debt sustainably below
5.0x (Moody's adjusted).

Downward pressure on the rating could occur if (1) United
Biscuits experiences stronger competition in the UK, resulting in
the company losing market share in the sweet biscuits category
and, therefore, its dominant position; (2) there is a spike in
raw material costs that drives prices above customer acceptance
(loss of volume); or (3) Moody's-adjusted debt/EBITDA ratio is
trending above 6.0x on a sustained basis.

Principal Methodologies

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

Headquartered in the UK, United Biscuits is a leading European
biscuits manufacturer that sells sweet and savory biscuits, baked
snacks and other consumer foods mainly in the UK and Ireland (c.
67% of 2013 Pro forma sales); Northern Europe (c. 17%) and in
Western Europe, North America, Asia, Africa and the Middle East
via its International division (13%). At the end of 2013, UB
reported sales of GBP1.1 billion and EBITDA of GBP168 million.


WOODBURY CONSTRUCTION: Cerberus Puts Firm Into Administration
-------------------------------------------------------------
BBC News reports that Fermanagh-based housebuilding firm,
Woodbury Construction, has been placed into administration by the
US investment fund Cerberus.

Earlier this year, Cerberus bought the entire Northern Ireland
loan portfolio of NAMA, the Republic of Ireland's state-
controlled "bad bank," according to BBC News.

The report notes that the firm in administration is Woodbury
Construction, which until recently was known as Fider Homes.

This is believed to be the first "enforcement action" by Cerberus
since it bought the loans for around GBP1 billion, the report
relates.

However, it is understood that the move involved the co-operation
of the Woodbury Construction directors, BBC News discloses.

                         Striking Deals

The administrators, Deloitte, declined to comment.

Woodbury Construction's last accounts showed it had loans of
GBP13.5 million and assets of just GBP2.5 million.

Meanwhile, property sources in Belfast have told BBC that
Cerberus is preparing to re-sell a significant portion of the
loan portfolio, the report discloses.

The report notes that the move would involve some of the biggest
borrowers striking deals with other private equity funds to
refinance their loans.

That would take those borrowers out of the Cerberus process and
give Cerberus a quick return on its investment, the report
relays.

Deals could be struck as early as the first quarter of 2015.


                            *********

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

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

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


                            *********


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

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

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

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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