TCREUR_Public/150205.mbx         T R O U B L E D   C O M P A N Y   R E P O R T E R

                           E U R O P E

           Thursday, February 5, 2015, Vol. 16, No. 25

                            Headlines

F R A N C E

LABCO SA: Planned EUR100MM Tap Issue No Effect on B+ IDR


G E R M A N Y

DEUTSCHE PFANDBRIEFBANK: S&P Revises Outlook & Affirms BB Rating


G R E E C E

GREECE: ECB Resists Key Element in New Rescue Plan
PUBLIC POWER: S&P Revises Outlook to Neg. & Affirms 'B' CCR


I R E L A N D

CARLYLE GLOBAL 2015-1: Moody's Rates Class E Notes '(P)B2'


L U X E M B O U R G

ARCELORMITTAL: S&P Lowers CCR to 'BB'; Outlook Stable


N E T H E R L A N D S

HARBOURMASTER CLO 9: Fitch Affirms 'B-sf' Rating on Class E Notes
HOLLAND HOMES: Fitch Affirms 'BBsf' Rating on Class B Notes
HSBK BV: Enters Into Voluntary Liquidation in Netherlands


P O R T U G A L

LUSITANO SME NO. 1: S&P Lowers Rating on Class C Notes to B-


S E R B I A

RAZVOJNA BANKA: Bankruptcy Only Legal Solution, NBS Says


S P A I N

IM PASTOR 2: S&P Lowers Rating on Class D Notes to B


T U R K E Y

BANK ASYA: Banking Regulator Seizes Control of Operations


U K R A I N E

KREMENCHUK STEEL: Court Rejects Readjustment Plan


U N I T E D   K I N G D O M

BROOKLANDS 2004-1: Fitch Raises Rating on Class A2 Notes to CCC
BRUNSWICK CLUB: Back on the Scene After Buy-out by Members
DRENAGH ESTATE: Administrator Confirms Sale of Some Properties
GALTRES FESTIVAL: To Return in Bid to Repay Creditors
MTL GROUP: Rotherham MP Vows to Fight Against Job Losses

RYECROFT ENGINEERING: In Administration, Cuts All Jobs
TITAN EUROPE 2006-5: Fitch Cuts Ratings on 4 Note Classes to 'D'
TOWERGATE HOLDINGS: Moody's Lowers Corporate Family Rating to Ca
TOWERGATE FINANCE: Fitch Lowers IDR to 'C' on Exchange Offer
SCOTLAND: Bankruptcy Filings Has Decreased


                            *********


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F R A N C E
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LABCO SA: Planned EUR100MM Tap Issue No Effect on B+ IDR
--------------------------------------------------------
Fitch Ratings says that Labco S.A.'s planned EUR100 million tap
issue on its existing senior secured notes due 2018 (BB-/RR3) has
no impact on its Issuer Default Rating (IDR; B+/Stable) or on the
rating of the instrument.  Labco will use the issue proceeds to
partially repay drawings on its revolving credit facility (RCF),
increasing the available amount for drawdown under this line.

Fitch expects Labco to continue with its strategy of small debt-
funded bolt-on acquisitions within the European laboratory
testing markets.  The renewed availability under the RCF (about
EUR120 million) will likely result in larger spending on bolt-on
acquisitions over the medium term than Fitch has previously
expected.  However, Fitch expects these acquisitions will be
accretive to EBITDA and funds from operations (FFO) and carry low
integration risk, thereby supporting above-average recovery
prospects for senior secured noteholders.

Headroom under the current 'B+' IDR level is low.  In the short
term, Labco's credit metrics are likely to slightly weaken as a
result of the tap issue, pending full contribution of bolt-on
acquisitions made in 2013/14.  However, Fitch expects FFO
adjusted gross leverage to remain below 6.5x (pro forma for
acquisitions) and free cash flow to be comfortably positive on a
sustained basis, supporting ratings.

While Labco and its immediate peer, Cerba European Lab SAS
(Cerba; B+/Negative), exhibit broadly similar credit metrics, the
Negative Outlook on Cerba mainly reflects the higher execution
risk associated with the upcoming integration of Novescia, a
significantly larger target than what Cerba and Labco are used to
as part of their respective 'buy and build' strategies.
Therefore, Fitch will continue to monitor Labco's M&A strategy.
Any large, debt-funded or margin-dilutive acquisition may have an
adverse impact on the group's ratings or Outlook.



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G E R M A N Y
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DEUTSCHE PFANDBRIEFBANK: S&P Revises Outlook & Affirms BB Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised to
developing from negative its outlook on the long-term
counterparty credit rating on Germany-based Deutsche
Pfandbriefbank AG (PBB). At the same time, S&P affirmed the
'BBB/A-2' counterparty credit ratings on PBB, its 'BB' issue
ratings on the bank's nondeferrable senior subordinated debt, and
its 'D' issue rating on the bank's preferred stock.

The outlook revision reflects uncertainty on the outcome of PBB's
reprivatization process, as S&P currently considers a disposal of
PBB by the German government in 2015 as equally likely as an
orderly wind-down of the bank under government ownership.

The issuer credit rating on PBB is currently one notch above the
bank's stand-alone credit profile (SACP), reflecting the
likelihood that PBB would receive extraordinary support from the
German government as a moderately systemically important bank.
Although S&P believes that extraordinary government support for
systemically important German banks will likely become less
predictable in the near term under the EU's Bank Resolution and
Recovery Directive (BRRD), S&P expects to maintain one notch of
uplift for the ratings on PBB until S&P has more clarity about
PBB's future ownership, even if S&P decides to remove notches of
government support from other German commercial banks.  The one
notch uplift would then reflect that an orderly wind-down could
reduce default risk relative to banks with a similar SACP.

S&P could raise the counterparty credit ratings on PBB if a
decision to facilitate an orderly wind-down under government
ownership was made and approved by the European Commission (EC).
This might be the case if attempts to dispose of PBB, or at least
a controlling stake, do not protect the legitimate financial
interests of the German government.  This scenario would lead S&P
to reconsider whether PBB had become a government-related entity.

In contrast, if, as requested by the EC, PBB was reprivatized by
year-end 2015, and by that time S&P had removed notches of
government support from German commercial bank ratings, S&P would
then lower the long-term ratings on PBB, most likely by one
notch. In addition to that, S&P would review the implications for
PBB's SACP as S&P currently incorporates ongoing government
support into its assessment of PBB's SACP because it cannot
segregate benefits deriving from state ownership and commitment
from its stand-alone analysis of the bank.  S&P would also take
into account the new owner's ability and commitment to support
PBB.

Neither of the two scenarios would have an automatic impact on
the senior subordinated issue ratings, which do not include
notches of government support.

The 'D' (default) rating on PBB's junior subordinated instruments
reflects PBB's missed coupon payments on these instruments in the
past.  As per the EC's decision, there will be no voluntary
coupon payments on PBB's nongovernmental hybrid debt until the
bank has fully repaid the EUR1 billion hybrid to the government;
this prohibition will end on Dec. 31, 2015, at the latest.

The developing outlook indicates that S&P currently consider a
disposal of the bank as equally likely as an orderly wind-down
under government ownership.

S&P might lower the long-term counterparty credit rating --
probably by one notch -- if the German government were to dispose
of PBB. However, S&P would also take into account the new owner's
ability and commitment to support PBB.  Conversely, S&P might
raise the long-term counterparty credit rating on PBB by one or
more notches if the German government were to request and receive
approval for an orderly run-down under government ownership.  S&P
expects more clarity on PBB's future to emerge during this year.

S&P could also take a negative rating action if it observes
deviations from PBB's current strategy of focusing on assets in
selected European markets that are eligible to back covered bond
issuance.  In addition, if the bank expands in countries S&P
views as having higher economic risks than Germany, S&P believes
that the shifting mix of exposure would increase credit and
operational risks and could lead S&P to lower the ratings on the
bank.

S&P could take a positive rating action if it believes that other
rating factors, such as a stronger SACP or a large buffer of
subordinated instruments to mitigate bail-in risks to senior
unsecured creditors, fully offset increased bail-in risks.



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G R E E C E
===========


GREECE: ECB Resists Key Element in New Rescue Plan
--------------------------------------------------
Peter Spiegel at The Financial Times reports that the European
Central Bank is resisting a key element of the Greek government's
new rescue plan, potentially leaving Athens with no source of
outside funding when its international bailout expires at the end
of the month.

Yanis Varoufakis, Greek finance minister, had proposed to
European officials that Athens raise EUR10 billion by issuing
short-term Treasury bills as "bridge financing" to tide the
country over for the next three months while a new bailout is
agreed with its eurozone partners, the FT relates.

But the ECB is unwilling to approve the debt sale, the FT states.
It will not raise a EUR15 billion ceiling on t-bill issuance to
US$25 billion as requested by Athens, the FT says, citing two
officials involved in the deliberations.  "The Greek plan relies
fully on the ECB," the FT quotes a eurozone official as saying.
"The ECB will play hardball."

Without T-bill financing, Athens will exit its bailout without
access to emergency funding for the first time since the first
Greek bailout began in May 2010, the FT notes.

The ECB's stance raises the stakes in the stand-off between the
anti-austerity government in Athens and its international
creditors, which if unresolved, could end with Greece running out
of cash within weeks, the FT relays.

It is also likely to puncture a sense of optimism among investors
over Greece's alternative rescue plan and a softening of its
insistence on debt cancellation, according to the FT.

Eurozone finance ministers are expected to hold emergency talks
in Brussels on Feb. 11 to discuss Mr. Varoufakis's plans, the FT
discloses.


PUBLIC POWER: S&P Revises Outlook to Neg. & Affirms 'B' CCR
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Greece-
based utility Public Power Corp. S.A. (PPC) to negative from
stable and affirmed the 'B' long-term corporate credit rating.

The outlook revision reflects mounting uncertainties in Greek
macroeconomics and the higher risk of a downgrade over the coming
quarters.  These uncertainties and increasing pressures include:

   -- Potential material changes and delays in certain reforms to
      the electricity market in Greece, which would negatively
      affect PPC's performance;

   -- Risks relating to the group's increasing cost structure,
      together with deflationary trends in tariffs;

   -- The increasing risks related to the performance of bad debt
      provisions and to the group's ability to collect cash from
      customers;

   -- Cancellation of the group's planned restructuring,
      including the privatization of the transmission network and
      spin-off of a third of its generation and supply
      activities; and

   -- Weakening of the country's economy and financial market
      conditions.

S&P believes the materialization of these risks would weaken the
group's stand-alone credit profile (SACP) and could alter the
group's liquidity profile.

At the same time, S&P recognizes there is some earning upside
stemming from currently weak commodity prices, which S&P expects
will significantly lower PPC's cost base in 2015.  Although S&P
believes a large share of the gains could be passed through to
customers with lower tariffs, the past deficits of public service
obligations (in the range of EUR300 million) could allow PPC to
capture part of these better input costs and limit the drop in
EBITDA.

S&P's assessment of PPC's business risk profile as "weak" is
constrained by its high exposure to the severe economic and
public-finance crisis in Greece.  S&P's assessment of PPC's
financial risk profile as "aggressive" is based on S&P's standard
volatility table, as defined in its criteria.  It is underpinned
by S&P's expectation of negative discretionary cash flow on the
back of a significant deterioration of working capital due to
cash-collection issues and still-high capital expenditure needs.

The 'B' long-term rating on PPC reflects S&P's assessment of the
group's SACP.  Although not a rating driver for now, S&P
continues to assess PPC as a government-related entity (GRE), and
believe that there is a "moderate" likelihood that the Greek
government would provide timely and sufficient extraordinary
support to PPC if needed.  Still, S&P may reassess this support
in light of the recent political changes.

S&P's assessment is supported by the track record in recent years
of PPC's weak liquidity being relieved by exceptional government
intervention, the "important" role of PPC for Greece as the
dominant power generator and the monopolistic power transporter
and distributor, and PPC's "limited" link with Greece, which
continues to reflect S&P's view that energy market liberalization
could constrain government support.

Based on S&P's stress test, but also supported by recent
precedents, S&P assess that there is a measureable likelihood
that PPC would again withstand a sovereign default.  S&P believes
the utility's ability to service and repay debt is superior to
that of the sovereign. PPC -- as a domestic utility and GRE --
can be rated a maximum of one notch above its related sovereign,
according to S&P's criteria.

The negative outlook on PPC reflects the mounting uncertainties
and potential pressure on earnings caused by the election of a
new ruling majority and government in Greece, including adverse
regulation overhaul, lower ability to collect cash from
customers, and potentially weaker access to funding, which
together could weaken the group's liquidity profile and result in
a lower rating. S&P also sees a risk of unfavorable political
intervention, which could ultimately lead us to reassess the
group's stand-alone credit profile.

Finally, a failure of PPC to pass our stress test for rating it
above the sovereign and a downgrade of Greece would also trigger
a downgrade.

S&P would revise our outlook to stable if it sees declining
political risk and an absence of deterioration in the economy and
in capital markets, and if S&P sees significant improvements in
cash collection.  Maintenance of a solid liquidity position and
evidence of the group's capacity to secure long-term financing
would also provide additional support for a stable outlook.

S&P also continues to see a Standard & Poor's-adjusted funds from
operations-to-debt ratio above 12% as commensurate with the
current ratings.



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I R E L A N D
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CARLYLE GLOBAL 2015-1: Moody's Rates Class E Notes '(P)B2'
----------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Carlyle
Global Market Strategies Euro CLO 2015-1 Limited:

  EUR273,500,000 Class A-1A Senior Secured Floating Rate Notes
  due 2029, Assigned (P)Aaa (sf)

  EUR5,000,000 Class A-1B Senior Secured Fixed Rate Notes due
  2029, Assigned (P)Aaa (sf)

  EUR53,900,000 Class A-2A Senior Secured Floating Rate Notes due
  2029, Assigned (P)Aa2 (sf)

  EUR12,000,000 Class A-2B Senior Secured Fixed Rate Notes due
  2029, Assigned (P)Aa2 (sf)

  EUR28,600,000 Class B Senior Secured Deferrable Floating Rate
  Notes due 2029, Assigned (P)A2 (sf)

  EUR27,600,000 Class C Senior Secured Deferrable Floating Rate
  Notes due 2029, Assigned (P)Baa2 (sf)

  EUR28,600,000 Class D Senior Secured Deferrable Floating Rate
  Notes due 2029, Assigned (P)Ba2 (sf)

  EUR16,800,000 Class E Senior Secured Deferrable Floating Rate
  Notes due 2029, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will endeavor
to assign definitive ratings. A definitive rating (if any) may
differ from a provisional rating.

Ratings Rationale

Moody's provisional rating of the rated notes addresses the
expected loss posed to noteholders by the legal final maturity of
the notes in 2029. The provisional ratings reflect the risks due
to defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants as well as the
transaction's capital and legal structure. Furthermore, Moody's
is of the opinion that the collateral manager, CELF Advisors LLP
("CELF"), has sufficient experience and operational capacity and
is capable of managing this CLO.

Carlyle CLO is a managed cash flow CLO. At least 90% of the
portfolio must consist of senior secured loans and senior secured
bonds and up to 10% of the portfolio may consist of unsecured
loans, second-lien loans, mezzanine obligations, high yield bonds
and other floating rate bonds. The bond bucket gives the
flexibility to Carlyle CLO to hold bonds if the Volcker Rule is
changed. The portfolio is expected to be 70% ramped up as of the
closing date and to be comprised predominantly of corporate loans
to obligors domiciled in Western Europe.

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

In addition to the six classes of notes rated by Moody's, the
Issuer will issue EUR54 million of subordinated notes, which will
not be rated.

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

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

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

Loss and Cash Flow Analysis:

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

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

Par amount: EUR 482,300,000

Diversity Score: 37

Weighted Average Rating Factor (WARF): 2900

Weighted Average Spread (WAS): 4.20%

Weighted Average Recovery Rate (WARR): 42.3%

Weighted Average Life (WAL): 8 years.

Moody's has analysed the potential impact associated with
sovereign related risk of peripheral European countries. As part
of the base case, Moody's has addressed the potential exposure to
obligors domiciled in countries with local currency country risk
ceiling of A1 or below. Following the effective date, and given
the portfolio constraints and the current sovereign ratings in
Europe, such exposure may not exceed 10% of the total portfolio.
As a result and in conjunction with the current foreign
government bond ratings of the eligible countries, as a worst
case scenario, a maximum 10% of the pool would be domiciled in
countries with A3 local currency country ceiling. The remainder
of the pool will be domiciled in countries which currently have a
local currency country ceiling of Aaa.

Stress Scenarios:

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

Percentage Change in WARF: WARF + 15% (to 3335 from 2900)

Ratings Impact in Rating Notches:

Class A-1 Senior Secured Floating/Fixed Rate Notes: 0

Class A-2 Senior Secured Floating/Fixed Rate Notes: -2

Class B Senior Secured Deferrable Floating Rate Notes: -2

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -1

Class E Senior Secured Deferrable Floating Rate Notes: 0

Percentage Change in WARF: WARF +30% (to 3770 from 2900)

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

Class A-2 Senior Secured Floating/Fixed Rate Notes: -3

Class B Senior Secured Deferrable Floating Rate Notes: -3

Class C Senior Secured Deferrable Floating Rate Notes: -2

Class D Senior Secured Deferrable Floating Rate Notes: -1

Class E Senior Secured Deferrable Floating Rate Notes:



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


ARCELORMITTAL: S&P Lowers CCR to 'BB'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Luxembourg-registered steel group
ArcelorMittal to 'BB' from 'BB+'.  The outlook is stable.

S&P also lowered its issue rating on the group's senior unsecured
debt to 'BB' from 'BB+'.  The recovery rating remains unchanged
at '4', reflecting S&P's expectations of average (30%-50%)
recovery prospects in the event of a payment default.

At the same time, S&P affirmed its 'B' short-term corporate
credit rating on ArcelorMittal.

The downgrade of ArcelorMittal reflects S&P's assumption that the
group is unlikely to achieve and sustain credit metrics that S&P
sees as consistent with a higher rating following the downward
revision of S&P's iron ore price assumption to US$65 per ton in
2015 and 2016.  Specifically, S&P forecasts funds from operations
(FFO) to debt of about 16%, rather than trending toward 20%, as
S&P had anticipated in its November 2014 base case.  S&P now
projects EBITDA for 2015 at US$7.0 billion to US$7.3 billion --
below its previous expectation of US$8 billion.

S&P is cautious in its assumptions about average steel margins in
the next two years.  S&P believes currently lower raw material
prices may not result in sustainably higher margins because the
supply-demand balance in the steel industry remains relatively
weak.  Despite the solid order book for automotive steel --
notably in Europe, where the major part of ArcelorMittal's steel
shipments is to the auto industry; a supportive market
environment in the U.S.; and the likely benefits of the continued
weakening of the Brazilian real, improvements in the steel
segment profit are unlikely to fully compensate for weaker mining
profits.

S&P's view of ArcelorMittal's business risk profile balances the
cyclical and capital-intensive nature of the steel sector against
the group's large scale and the diversity of its operations.
This is supported by ArcelorMittal's partial vertical integration
into iron ore and, to a lesser extent coal.  Still, at this low
point in the cycle, the short-term EBITDA contribution from the
group's mining activities will be smaller.  The group's business
risk profile is constrained by only average operating efficiency
and profitability, with recent EBITDA margins just above 8%,
notwithstanding the progress made in asset optimization, notably
in the European operations.

S&P's base-case scenario factors in:

   -- EBITDA of about $7.0 billion-$7.3 billion in 2015 and a
      comparable figure in 2016;

   -- Low capital expenditures of less than $4 billion per year;
      and

   -- Low dividends of about $0.4 billion per year.

Based on these assumptions, S&P arrives at these credit metrics
for ArcelorMittal:

   -- FFO to debt of about 16% in 2015 and 2016.

   -- An adjusted debt-to-EBITDA ratio of approximately 4x in
      2015 and 2016.

The stable outlook captures S&P's view that ArcelorMittal has
sufficient capacity to protect credit quality, focus on
efficiency improvements, generate at least neutral cash flow, and
avoid meaningful debt increases over the next two years.

S&P could revise the outlook to positive if it sees a sustained
improvement in steel market conditions and margins, or if mining
profits recover.  This could lead to an improvement in EBITDA and
deleveraging.  A ratio of FFO to debt consistently at about 20%
could support a higher rating in time.

Although not anticipated in the near term, S&P could lower the
rating on ArcelorMittal if there is a sharp drop in demand for
steel in the group's core markets.  In this case, ArcelorMittal's
adjusted FFO to debt would remain well below the 15% that S&P
sees as commensurate with the 'BB' rating, and cash flow after
investment and dividends could be markedly negative.



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


HARBOURMASTER CLO 9: Fitch Affirms 'B-sf' Rating on Class E Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed Harbourmaster CLO 9 B.V.'s and
Metropolis II LLC, Series 2010-13's notes, as:

Harbourmaster CLO 9 B.V.

EUR164.7 million Class A1-T: affirmed at 'AAAsf'; Outlook Stable
EUR173.1 million Class A1-VF: affirmed at 'AAAsf'; Outlook Stable
EUR46.20 million Class A2: affirmed at 'AAsf'; Outlook Stable
EUR50.05 million Class B: affirmed at 'A-sf'; Outlook Stable
EUR30.80 million Class C: affirmed at 'BBB-sf'; Outlook Stable
EUR40.04 million Class D: affirmed at 'BB-sf'; Outlook Negative
EUR18.26 million Class E: affirmed at 'B-sf'; Outlook Negative

Metropolis II LLC, Series 2010-13

EUR73.0 million Class A: affirmed at 'AAAsf'; Outlook Stable

Harbourmaster CLO 9 B.V. is a securitization of mainly European
senior secured loans, senior unsecured loans, second-lien loans,
mezzanine obligations and high-yield bonds.  At closing a total
note issuance of EUR770 million was used to invest in a target
portfolio of EUR750.75 million.  The portfolio is actively
managed by GSO / Blackstone Debt Funds Europe Limited.

Metropolis II is a re-securitization of 74.96% of Harbourmaster
CLO 9's class A1-T notes.

KEY RATING DRIVERS

Harbourmaster 9

The transaction has begun to deleverage, with the class A1 notes
being redeemed to 64.81% of their original balance.  While there
were few assets that matured in 2014, there have been numerous
refinancings from the underlying borrowers.  Fitch expects
refinancings from events such as IPOs and merger activity to
continue prepayments, and hence note redemption, albeit
potentially at a slower rate.

The affirmations reflect the transaction's stable performance
over the past 12 months.  The reported Fitch weighted-average
rating factor is essentially unchanged at 27.9.  Assets rated
'CCC' or below by Fitch have declined to 0.9% from 5.9% since the
last review as weaker credits were sold by the manager.  There is
currently one defaulted obligor in the portfolio as of the 31
December 2014 trustee report.  In addition, one obligor defaulted
during the past 12 months and was restructured.

The portfolio's weighted average life was unchanged at 4.57
years, largely due to reinvestments as the transaction approached
the end of its reinvestment period in April 2014.  In addition,
there is one long-dated asset in the portfolio, as a result of a
restructuring.  Since the end of the reinvestment period, the
transaction is no longer permitted to reinvest unscheduled
principal proceeds because it is not meeting the conditions to do
so.

The issuer may invest up to 40% of the portfolio notional into
non-euro obligations.  These assets will either be asset swapped,
or naturally hedged if denominated in sterling or US dollars by a
corresponding drawing in the same currency on the multi-currency
class A1-VF notes.  While the transaction may no longer invest in
additional non-euro assets, the portfolio contains GBP98.4m and
USD53.3m of non-euro assets.  As a result, the transaction is
exposed to defaults disproportionally affecting non-euro assets
and the non-euro currencies appreciating.  This was incorporated
into Fitch's cash flow analysis.

The overcollateralization (OC) tests have continued to be met
over the past year and buffers between the current level and the
threshold increased significantly following note redemptions.
The class A2 OC test buffer has increased to 20.08% from 13.2%
and the class E OC buffer to 3.49% from 2.2%.  There is no
haircut on the value of 'CCC' rated assets in the calculation of
the OC tests, with the exception of the most senior OC test.  The
interest coverage test has not been breached to date.

The Negative Outlook on the class D and E notes reflects their
vulnerability to a clustering of defaults due to obligor
concentration.  The top ten obligors have increased to 32.57% of
the portfolio from 29.06% at last review.  In addition, one of
the largest obligors at approximately 3.5% of the portfolio is
rated 'B-*'/Negative.  Given the size of these obligors relative
to the outstanding credit enhancement on the class D and E notes,
a small number of defaults could lead to a downgrade of the
notes.

Metropolis II

The affirmation is based on the rating of the underlying
Harbourmaster CLO 9 B.V.'s class A1-T notes, which has been
affirmed at 'AAAsf'/Stable.  As of the latest available
Metropolis II periodic noteholder statement (January 2015), the
class A notes had amortized to 51.7% of their initial balance.

RATING SENSITIVITIES

Harbourmaster 9

A 25% increase in the obligor default probability would lead to a
downgrade of between one and three notches for the rated notes.

A 25% reduction in recovery rates would lead to a downgrade of
between one and four notches for the rated notes.

Metropolis II

As a re-securitization, Metropolis II's rating is linked to the
rating of the underlying Harbourmaster CLO 9 B.V. class A1-T
notes.  Consequently, a rating action on the underlying notes is
likely to trigger a rating action on Metropolis II.


HOLLAND HOMES: Fitch Affirms 'BBsf' Rating on Class B Notes
-----------------------------------------------------------
Fitch Ratings has affirmed Holland Homes Oranje MBS B.V., as:

Class A (ISIN XS0238851827): affirmed at 'AAAsf'; Outlook Stable
Class S (ISIN XS0729849439): affirmed at 'BBB+sf'; Outlook Stable
Class B (ISIN XS0238855141): affirmed at 'BBsf'; Outlook Stable

The Dutch RMBS transaction is backed by Nationale Hypotheek
Garantie (NHG) mortgage loans originated by DBV
Levensverzekeringsmaatschappij B.V. (DBV; now part of SNS Bank
N.V.; BBB+/Negative/F2). The loans in the portfolio are serviced
by SNS, which has appointed Stater Nederland (RPS1-) as a sub-
servicer.

KEY RATING DRIVERS

Stable Asset Performance

The asset performance has remained stable across the portfolio.
The portion of loans in arrears by more than three months was
reported as 0.15% of the outstanding pool balance as of January
2015.  Similarly, earlier stage arrears remain limited.  To date,
only 39 loans (0.35% of the original number of loans) in the pool
have defaulted since closing and losses incurred from the sale of
the underlying assets are negligible.

The performance is expected to remain stable given the relatively
high seasoning of the loans in the portfolio.  Moreover, Fitch
believes that the Dutch economy is gradually recovering,
resulting in expected GDP growth of 1.2% in 2015.  The agency
expects the housing market to be supported by decreasing mortgage
rates and decreasing unemployment in 2015.  These trends should
support the asset performance.

Structural Features Providing Credit

The transaction structure incorporates a reserve fund (RF)
equivalent to 0.7% of the class A and S outstanding note balance.
The RF amortizes subject to arrears, defaults and PDL triggers
being met, with proceeds being used to redeem the
uncollateralized class B notes.  At the current amortization
rate, Fitch expects the RF to reach its floor in around three
years.

Additional revenue to the transaction is provided by the swap
agreement, which generates a 25bp guaranteed margin on the
outstanding balance of the pool.

Liquidity Reliant on Sub-servicer

SNS is the named servicer on this transaction, but has entirely
delegated this role to the sub-servicer, Stater.  In Fitch's
view, should Stater fail on its obligation to service the
transaction, SNS as the named servicer would have an interest in
fulfilling this role.  Moreover, both SNS and Stater are directly
or indirectly owned by the Dutch Government (AAA/Stable/F1+),
which limits their respective credit risk.

RATING SENSITIVITIES

Should the Dutch Government sell its stakes in ABN Amro and/or
SNS, the credit quality of the entities buying these stakes may
have an impact on the credit given to the servicing activities of
the portfolio.  In this scenario, Fitch would reassess the
structural features available to mitigate payment interruption
and may take rating actions accordingly.

Asset Performance

The class A and S notes have low credit enhancement relative to
other Dutch transactions with similar ratings.  Hence, these
tranches are more sensitive to a change in asset performance and
an increase in arrears and defaults, beyond Fitch's stresses,
could have a negative impact on the ratings.


HSBK BV: Enters Into Voluntary Liquidation in Netherlands
---------------------------------------------------------
Based on decision of Board of Directors of JSC Halyk Bank dated
September 30, 2014, HSBK (Europe) B.V. was deregistered from
Commercial Register of Chamber of Commerce in the Netherlands due
to its voluntary liquidation.

HBSK Europe is located in the Netherlands.



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


LUSITANO SME NO. 1: S&P Lowers Rating on Class C Notes to B-
------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Lusitano SME No. 1 PLC.

Specifically, S&P has:

   -- Raised to 'A (sf)' from 'A- (sf)' its rating on the
      class A notes;

   -- Affirmed its 'AAA (sf)' rating on the class B notes; and

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

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

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

S&P has used data from the November 2014 performance report to
perform its credit and cash flow analysis and has applied its
European small and midsize enterprise (SME) collateralized loan
obligation (CLO) criteria and its current counterparty criteria.
For ratings in this transaction that are above S&P's rating on
the sovereign, S&P has also applied its RAS criteria.

CREDIT ANALYSIS

Lusitano SME No. 1 is a single-jurisdiction cash flow CLO
transaction securitizing a portfolio of SME loans that was
originated by Banco Espirito Santo S.A. in Portugal.

S&P has applied its European SME CLO criteria to determine the
scenario default rate (SDR) -- the minimum level of portfolio
defaults that S&P expects each tranche to be able to withstand at
a specific rating level using CDO Evaluator.

To determine the SDR, S&P adjusted the archetypical European SME
average 'b+' credit quality to reflect two factors (country and
originator and portfolio selection adjustments).

S&P ranked the originator into the moderate category.  Taking
into account Portugal's Banking Industry Country Risk Assessment
(BICRA) score of 7, S&P has applied a downward adjustment of two
notches to the 'b+' archetypical average credit quality.  S&P
further adjusted the average credit quality by three notches to
address differences in the creditworthiness of the securitized
portfolio compared with the originator's entire loan book.

S&P applied these adjustments to generate its 'AAA' SDR.

S&P has calculated the 'B' SDR, based primarily on its analysis
of historical SME performance data and S&P's projections of the
transaction's future performance.  S&P has reviewed the
originator's historical default data, and assessed market
developments, macroeconomic factors, changes in country risk, and
the way these factors are likely to affect the loan portfolio's
creditworthiness.

S&P interpolated the SDRs for rating levels between 'B' and 'AAA'
in accordance with S&P's European SME CLO criteria.

RECOVERY RATE ANALYSIS

S&P applied a weighted-average recovery rate (WARR) at each
liability rating level by considering the asset type and its
seniority, the country recovery grouping, and the observed
historical recoveries in this transaction.

COUNTRY RISK

S&P's unsolicited long-term rating on the Republic of Portugal is
'BB'.  S&P's RAS criteria require the tranche to have sufficient
credit enhancement to pass a minimum of a "severe" stress to
qualify to be rated above the sovereign.

CASH FLOW ANALYSIS

S&P used the reported portfolio balance that it considered to be
performing, the principal cash balance, the current weighted-
average spread, and the weighted-average recovery rates that S&P
considered to be appropriate.  S&P subjected the capital
structure to various cash flow stress scenarios, incorporating
different default patterns and timings and interest rate curves,
to determine the rating level, based on the available credit
enhancement for each class of notes under S&P's European SME CLO
criteria.

Under S&P's RAS criteria, it can rate a securitization up to four
notches above its foreign currency rating on the sovereign if the
tranche can withstand severe stresses.  However, if all six of
the conditions in paragraph 48 of the RAS criteria are met
(including credit enhancement being sufficient to pass an extreme
stress), S&P can assign ratings in this transaction up to a
maximum of six notches (two additional notches of uplift) above
the sovereign rating.

The available credit enhancement for the class A notes can
withstand extreme stresses.  S&P has therefore raised to 'A (sf)'
from 'A- (sf)' its ratings on the class A notes.

Given that the rating level for the class C notes is lower than
the sovereign rating, S&P has not applied its RAS criteria.
Based on S&P's credit and cash flow analysis, it considers the
available credit enhancement for the class C notes to be
commensurate with a lower rating than that currently assigned.
S&P has therefore lowered to 'B- (sf)' from 'B (sf)' its rating
on the class C notes.

S&P has affirmed its 'AAA (sf)' rating on the class B notes as
these notes benefit from an unconditional guarantee from the
European Investment Fund (AAA/Stable/A-1+).

RATINGS LIST

Class       Rating            Rating
            To                From

Lusitano SME No. 1 PLC
EUR871.233 Million Asset-Backed Floating-Rate Notes

Rating Raised

A           A (sf)            A- (sf)

Rating Affirmed

B           AAA (sf)

Rating Lowered

C           B- (sf)           B (sf)



===========
S E R B I A
===========


RAZVOJNA BANKA: Bankruptcy Only Legal Solution, NBS Says
--------------------------------------------------------
In response to the repeated assertions that the assets of
Razvojna banka Vojvodine in bankruptcy exceed its liabilities and
that liquidation might have been a better solution than
bankruptcy, the National Bank of Serbia insisted that all the
facts confirm that the only right solution was license revocation
and institution of bankruptcy proceedings against Razvojna banka
Vojvodine.

Razvojna banka Vojvodine was delicensed on April 6, 2013 on
account of a chronic shortage of capital, critical
undercapitalization, compromised ability to settle its
liabilities to creditors and hence the potential to cause a
systemic risk to Serbia's financial sector.  At the time of
delicensing, the bank's regulatory capital was negative, i.e. the
bank's total liabilities exceeded the estimated value of its
assets.  Thus, acting by force of law, the NBS revoked the bank's
license.

Furthermore, Razvojna banka Vojvodine had a shortage of high-
quality liquid assets needed to cover deposits subject to
transfer.  According to the Proposal for the Assumption of a Part
of Assets and Liabilities of Razvojna banka Vojvodine by Banka
Postanska stedionica and Razvojni fond AP Vojvodine, submitted
by the Ministry of Finance and Economy to the NBS to obtain a
positive opinion on assumption, there was a shortfall of RSD6.36
billion to fully cover the insured and uninsured deposits subject
to transfer to Banka Postanska stedionica, in the total amount of
RSD17.55 billion.  In the Proposal, it was stated that government
of the Republic of Serbia and AP Vojvodina had agreed to issue
bonds to cover the shortfall amount.  The fact that the two
governments had to raise more than RSD6 billion at the moment of
license revocation, in order to cover all insured and uninsured
deposits, indicates that the institution of bankruptcy
proceedings against the bank was the only right solution.

As Razvojna banka Vojvodine was delicensed pursuant to the Law on
the Assumption of Assets and Liabilities of Banks for the
Purposes of Safeguarding Stability of the Financial System of the
Republic of Serbia, we wish to underline the following: in
accordance with the Conclusion of the Government of the Republic
of Serbia, on April 6, 2013 Razvojna banka Vojvodine entered into
the Agreement on the Assumption of a Part of Assets and
Liabilities with Banka Postanska stedionica a.d. Beograd and the
Deposit Insurance Agency.  Thereafter, Razvojna banka Vojvodine
submitted to the NBS the application for license revocation and
the NBS made the decision to revoke the license.  Further,
following the delicensing, the Deposit Insurance Agency had an
obligation to institute bankruptcy proceedings against the bank.
Namely, the above Law mandates the institution of bankruptcy
rather than liquidation proceedings, leaving no choice between
the procedures to be followed.

Liabilities to other creditors in the amount of around RSD 2
billion, which were not transferred to Banka Postanska stedionica
a.d. Beograd, accounted for only 10% of total liabilities of
Razvojna banka Vojvodine.  The fact that the funds for the
payment of these liabilities have not been recovered from the
bankruptcy estate nearly two years after the delicensing of
Razvojna banka Vojvodine (as reflected in the Report on the
Course of Bankruptcy Proceedings and the Balance of Bankruptcy
Estate as at November 30, 2014), only goes to show that revoking
the bank's operating license was the only right course of action.



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


IM PASTOR 2: S&P Lowers Rating on Class D Notes to B
----------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
IM PASTOR 2, Fondo de Titulizacion Hipotecaria's class A, B, and
D notes.  At the same time, S&P has affirmed its 'BB+ (sf)'
rating on the class C notes.

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

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

The rating actions follow S&P's credit and cash flow analysis of
the most recent transaction information that S&P has received as
of December 2014.  S&P's analysis reflects the application of its
RMBS criteria and its RAS criteria.

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

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

As S&P's long-term rating on the Kingdom of Spain is 'BBB', its
RAS criteria cap at 'AA (sf)' the maximum potential rating in
this transaction for the class A notes.  The maximum potential
rating for all other classes of notes is 'A+ (sf)'.

The interest rate swap transaction documents are in line with
S&P's previous counterparty criteria.  In such cases, if S&P's
analysis gives credit to the swap agreement, its criteria cap the
ratings on all classes of notes in the transaction at the long-
term issuer credit rating (ICR) on the swap counterparty
(Cecabank S.A. [BBB/Stable/A-2]) plus one notch.  However,
Cecabank didn't comply with the documented requirement to replace
itself after it became an ineligible counterparty following its
downgrade on Nov. 23, 2012.  Therefore, S&P's current
counterparty criteria caps S&P's ratings on all classes in this
transaction at 'BBB (sf)', unless higher ratings are possible
without S&P giving benefit to the swap agreement in its analysis.

The class B, C, and D notes feature interest deferral triggers
set at 8.78% to 14.65% of the outstanding balance of loans that
have ever been 90+ day delinquent, and 3.90% to 6.70% of
cumulative defaults as a proportion of the original collateral
balance.  As of December 2014, the triggers were at 1.0% and 0.5%
for loans in arrears and cumulative defaults, respectively.
Therefore, the triggers have not been breached, and S&P don't
expect them to be breached in the medium term.

Credit enhancement for the class A notes has increased to 21.2%,
from 16.9% in S&P's previous review, due to sequential note
amortization and the reserve fund having reached its floor level.
Credit enhancement for the class B, C, and D notes has also
increased over the same period.

Class         Available credit
               enhancement (%)
A                         21.2
B                         12.7
C                          5.7
D                          2.5

This transaction features an amortizing reserve fund, which
currently represents 2.5% of the outstanding performing balance
of the mortgage assets.  The cash reserve is at its target
amount.

Severe delinquencies of more than 90 days at 0.3% are on average
lower for this transaction than S&P's Spanish RMBS index.
Defaults are defined as mortgage loans in arrears for more than
12 months in this transaction.  Cumulative defaults, at 0.8%, are
also lower than in other Spanish RMBS transactions that S&P
rates. Prepayment levels remain low and the transaction is
unlikely to pay down significantly in the near term, in S&P's
opinion.

After applying S&P's RMBS criteria to this transaction, its
credit analysis results show a decrease in the weighted-average
foreclosure frequency (WAFF) at most rating levels, and a an
increase in the weighted-average loss severity (WALS) for each
rating level.

Rating level    WAFF (%)    WALS (%)
AAA                 13.7        22.0
AA                  10.3        13.5
A                    8.4        13.5
BBB                  6.1        13.1
BB                   3.9        10.6
B                    3.2         9.0

The decrease in the WAFF is mainly due to increased pool
seasoning, along with S&P's updated treatment of arrears and
original loan-to-value ratios under S&P's RMBS criteria.  The
increases in the WALS are mainly due to the application of S&P's
revised market value decline assumptions and the adjustments
required under paragraph 27 of S&P's RMBS criteria to reach the
minimum projected losses.  The overall effect is an increase in
the required credit coverage for each rating level in each
transaction.

Following the application of S&P's RAS criteria and its RMBS
criteria, S&P has determined that its assigned rating on each
class of notes in this transaction should be the lower of (i) the
rating as capped by S&P's RAS criteria and (ii) the rating that
the class of notes can attain under S&P's RMBS criteria.  In this
transaction, the ratings on the class A and B notes are
constrained by the rating on the sovereign.

The class A notes pass all of the conditions under S&P's RAS
criteria, and benefit from enough credit enhancement to withstand
S&P's extreme stress, if it gives benefit to the interest rate
swap.  However, these notes only have enough credit enhancement
to withstand S&P's stresses up to four notches above the
sovereign rating if S&P gives no benefit to the swap.  S&P has
therefore lowered to 'A+ (sf)' from 'AA- (sf)' its rating on the
class A notes and delinked it from the ICR on the swap provider.

The class B notes have sufficient credit enhancement to withstand
the severe stresses under S&P's RAS criteria, if it gives benefit
to the swap.  However, if S&P gives no benefit to the swap, the
class B notes don't have enough credit enhancement to support a
rating that is above the ICR on the swap counterparty.  S&P has
therefore lowered to 'BBB (sf)' from 'A- (sf)' its rating on the
class B notes and delinked it from the ICR on the swap provider.

The class C notes' available credit enhancement is commensurate
with a 'BB+ (sf)' rating, if S&P gives benefit to the swap.
Without the swap, the class C notes don't pass our stresses at
any rating level.  S&P has therefore affirmed its 'BB+ (sf)'
rating on the class C notes.

S&P's credit and cash flow results indicate that the available
credit enhancement for the class D notes is commensurate with a
lower rating than that currently assigned.  Nevertheless, S&P
don't consider this class of notes to be vulnerable to non-
payment -- an assessment that would be commensurate with a 'CCC+'
rating level or below.  This is because collateral performance
has been stable, credit enhancement levels have improved since
closing, the reserve fund is fully funded, and S&P don't expect
this class to breach its interest deferral trigger breach.
Therefore, S&P has lowered to 'B (sf)' from 'BB+ (sf)' its rating
on the class D notes.

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

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

On the back of improving but still depressed macroeconomic
conditions, S&P don't expect the performance of the transactions
in its Spanish RMBS index to improve in 2015.

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

IM PASTOR 2 is a Spanish RMBS transaction, which closed in June
2004.  IM PASTOR 2 securitizes a pool of first-ranking mortgage
loans that Banco Pastor, S.A. (now Banco Popular Espanol S.A.)
originated.

RATINGS LIST

Class       Rating            Rating
            To                From

IM PASTOR 2, Fondo de Titulizacion Hipotecaria
EUR1 Billion Mortgage-Backed Floating-Rate Notes

Ratings Lowered

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

Rating Affirmed

C           BB+ (sf)



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


BANK ASYA: Banking Regulator Seizes Control of Operations
---------------------------------------------------------
Ercan Ersoy and Isobel Finkel at Bloomberg News report that
Turkey's banking regulator seized control of Bank Asya, stepping
up a year-long campaign against the Islamic lender a day after
self-exiled Muslim cleric Fethullah Gulen criticized the
government from his base in the U.S.

The bank said in a filing with the Istanbul Stock Exchange that
the Savings Deposit Insurance Fund, or TMSF, the agency
responsible for resolving failed banks, appointed a new chief
executive officer and board of directors late on Feb. 3,
Bloomberg relates.  Aydin Gundogdu is the new CEO, Bloomberg
says, citing state-run Anadolu Agency.

According to Bloomberg, Anadolu Agency reported that the TMSF
took over management control of 63% of Bank Asya's privileged
shares, citing violations of banking regulations on transparency
in organizational and partnership structure.

Bank Asya said in its stock-exchange filing that banking
activities "will continue without causing any disruption" under
the new management, Bloomberg relates.

In September, the bank's shares swung between losses and gains
while the regulator halted and restarted trading several times,
Bloomberg recounts.  The government withdrew Bank Asya's ability
to collect tax on behalf of the state, according to an Aug. 7
statement from the revenue administration, while the markets
regulator also barred it from issuing Islamic bonds that month,
Bloomberg relays.

Bank Asya was established in October 24, 1996 with its head
office in Istanbul, as the sixth private finance house of Turkey.



=============
U K R A I N E
=============


KREMENCHUK STEEL: Court Rejects Readjustment Plan
-------------------------------------------------
Interfax-Ukraine reports that a court has rejected public joint-
stock company Kremenchuk Steel Works' readjustment plan.

An Interfax-Ukraine correspondent reported last week that the
ruling was issued by the business court of Poltava region.

According to the ruling, the court also imposed a moratorium on
the satisfaction of claims made by the plant's creditors,
Interfax-Ukraine notes.

The reason for the ruling was that information on creditors
presented by Kremenchuk Steel Works and information received by
the court from the register significantly differ, bringing the
plant's data into question, Interfax-Ukraine discloses.

According to Interfax-Ukraine, after analyzing the readjustment
plant the court also decided that the plan is mainly of a
declarative nature.

However, the court said that the ruling does not hinder the
repeated adoption of a new readjustment plan by the creditors,
Interfax-Ukraine relates.

At present, the plant is idle and is preparing to mothball
equipment, Interfax-Ukraine notes.

Kremenchuk Steel Works was a leading enterprise in Ukraine in the
production of freight cars and trucks.



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


BROOKLANDS 2004-1: Fitch Raises Rating on Class A2 Notes to CCC
---------------------------------------------------------------
Fitch Ratings has upgraded Brooklands Euro Referenced Linked
Notes 2004-1 Limited (Brooklands) as:

  EUR33.75 million Class A2 (ISIN XS0193141891) upgraded to
  'CCCsf' from 'CCsf'

  EUR16.5 million Class B (ISIN XS0193142436) affirmed at 'Csf'

  EUR10 million Class C-E (ISIN XS0193142782) affirmed at 'Csf'

  JPY677.5 million Class C-Y (ISIN XS0193142865) affirmed at
  'Csf'

  EUR3.6 million Class D (ISIN XS0193143590) affirmed at 'Dsf'

  EUR0 million Class E (ISIN XS0193143913) affirmed at 'Dsf'

The issuer, Brooklands, is a special purpose vehicle incorporated
with limited liability under the laws of the Cayman Islands.
Brooklands provides protection to UBS AG, London Branch on a
portfolio of reference credits with an initial notional value of
EUR750 million.

KEY RATING DRIVERS

The deal passed its scheduled maturity date in June 2014,
EUR275.6 million corporate assets and EUR77.1 million ABS assets
were automatically removed, leaving EUR208.9 million ABS assets
in the reference pool.  The legal final maturity date for the
notes is in 2054.  Substitution of the reference pool is not
allowed after the scheduled maturity date.

The upgrade of the class A2 notes reflects the 10.8% increase in
credit enhancement to 16.8% and the increased credit quality of
the reference pools.  The share of the investment grade assets
increased to 50% from 43.49%.  However, the correlation of the
pools increased as well.  The RMBS exposure increased to 58.4%
from 20% and the UK exposure is 80.7% as of December 2014.

An additional EUR1 million credit event occurred in January 2015.
Fitch estimates the recovery on this asset to be 0%, which would
result in a further write down on the class D note.  There is
4.5% (EUR9.4 million) assets rated 'CCC' or below which could
potentially lead to credit event.

The affirmations of the other notes reflect their levels of
credit enhancement relative to the reference portfolio credit
quality. Fitch considers it unlikely that principal will be
repaid at maturity.

The ratings of the class A to E notes address the full and timely
payment of interest and ultimate payment of principal by the
final maturity.

RATING SENSITIVITIES

All the outstanding notes are at distressed rating levels and as
such are unlikely to be affected by any further deterioration in
the respective underlying asset portfolios.


BRUNSWICK CLUB: Back on the Scene After Buy-out by Members
----------------------------------------------------------
The Gazette reports that a Blackpool working men's club which
gave the Nolans their first break has returned to the scene after
a financial crisis.

The Brunswick Club on Bethesda Road, Blackpool, went into
liquidation last year and was forced to close its doors,
according to The Gazette.

The report notes that now, the re-dubbed New Brunswick Club has
opened its doors once more after being bought by a group of
regulars led by former member Jeff Chapman.

The report discloses that Mr. Chapman -- a former off-licence
owner -- has high hopes of getting the club back to its former
glories.


DRENAGH ESTATE: Administrator Confirms Sale of Some Properties
--------------------------------------------------------------
Sheena Jackson at Derry Journal reports that FRP Advisory, the
specialist restructuring and advisory firm, confirmed it has sold
part of Drenagh Farms Limited comprising arable farmland,
woodland and some estate properties out of the Estate.

Administrators FRP Advisory, as cited by Derry Journal, said:
"The joint administrators can confirm that proceeds from the
completion of the sale of the land and buildings should allow all
debts attaching to Drenagh Farms in administration to be repaid
and to allow the company to move out of administration in due
course."

"Over several months following their appointment, the joint
administrators marketed the estate, engaging with a number of
interested parties and resulting in due diligence being
undertaken by several parties and offers being tabled.

"A sale of the land and buildings provided the best available
solution for the company and its creditors whilst ensuring that
Drenagh's core house and surrounding gardens remain intact, still
under the control and ownership of the company."

The estate continued to run as normal during the administration
process, Derry Journal notes.

The 1,000-acre Drenagh Estate was put up for sale in March 2014,
Derry Journal discloses.

"Recent tough economic times in the leisure market has put
unsustainable pressure on cash-flow," a statement from
administrators FRP Advisory read at the time, Derry Journal
relates.

Drenagh Estate is a stately home and wedding venue in Limavady.


GALTRES FESTIVAL: To Return in Bid to Repay Creditors
-----------------------------------------------------
Gazette Herald reports that dates have been released for the
successor event to the Galtres Festival as organizers say the
only way to pay back stallholders left out of pocket last year is
to stage another festival under a new name.

Last year, the Galtres music festival, held at Duncombe Park near
Helmsley, hit the headlines after the event's organizer fell into
administration, owing thousands of pounds to traders who had sold
goods at the three-day event in August, according to Gazette
Herald.

About 40 traders estimated they faced shortfalls totaling
GBP125,000 as the result of a cashless payment system at the
festival, introduced by organizer Galtres Festival Trading Ltd,
the report notes.

With the organizing company still in the hands of administrators,
the festival's owner Galtres Festival Charitable Foundation, has
now set up a new company to operate the event, which will this
year be called Parklands 2015, the report relates.

The report discloses that the Foundation's trustees say creditors
are unlikely to be repaid by the time the festival is staged over
August bank holiday weekend, as they claim the only new source of
income for repayment is from potential profit from future events.

The report notes that festival director James Houston said:
"We're proceeding cautiously, and will take care to tailor the
size of the event to our audience numbers and income."

"We acknowledge contritely that we've not got everything right in
the past, but we're committed to learning from that. We believe
that the proceeds from the festival this year and in future years
will enable us to turn things around," the report quoted Mr.
Houston as saying.

The report relays that organizers said Parklands 2015 will be
"scaled down" from previous festivals, with the change of name
being attributed to the fact the event is no longer held near the
ancient Forest of Galtres, as it had been in its first eight
years.

The Foundation is advising anyone who has already bought a
Galtres 2015 earlybird ticket, or a Friend of Festival membership
with a ten year entry entitlement, to seek a refund from Paypal
or the card company used to purchase the tickets, the report
notes.


MTL GROUP: Rotherham MP Vows to Fight Against Job Losses
--------------------------------------------------------
The Star reports that Rotherham Member of Parliament Sarah
Champion has vowed to fight against job losses at a Rotherham
firm.

Ms. Champion spoke out after engineering firm MTL Group Limited
went into administration, according to The Star.

Joint administrator John Sumpton said 157 workers were to be made
redundant, with a further 146 jobs at risk unless a buyer is
found for the Brinsworth-based firm, the report notes.

The report relays that Ms. Champion said: "I was very sorry to
hear the news of so many potential job losses in my constituency.
I know the devastating impact this will have, not just on those
who could been made redundant, but also their families."

"Rotherham currently has the 35th highest level of unemployment
in the country and this has to be addressed.  I plan to contact
to Vince Cable, Minister for Business, Skills and Innovation, to
see what can be done to help MTL Group Limited and their staff,"
the report quoted Ms. Champion as saying.

"I will do everything in my power to fight for those hard-working
families who will now be worrying about their future, and I hope
an appropriate solution can be found.  I also believe we can go
some way to securing the future of MTL Group Limited, a company
which has been an important part of Rotherham's economy for many
years," Ms. Champion added.


RYECROFT ENGINEERING: In Administration, Cuts All Jobs
------------------------------------------------------
Machinery Market reports that Ryecroft Engineering Co Ltd, which
can trace its roots back to 1941, has gone into administration,
and all its staff have been made redundant.

The Greater Manchester business called in insolvency specialists
Jeremy Woodside and Lindsey Cooper of Baker Tilly Restructuring &
Recovery on January 12, according to Machinery Market.

Following their appointment, all 21 employees were made
redundant. Buyers are now being sought for the company's
Intellectual Property and tooling, the report notes.

Based in Ashton-under-Lyne, Ryecroft Engineering Co was
originally set up to make specialist tooling and machinery for
the paper and textiles industry.  It later branched out into
presswork, welding and machining and laminations.


TITAN EUROPE 2006-5: Fitch Cuts Ratings on 4 Note Classes to 'D'
----------------------------------------------------------------
Fitch Ratings has downgraded Titan Europe 2006-5 plc's class A1
to B notes and affirmed the others, as:

   EUR122.0 million Class A1 (XS0277721618) downgraded to 'Dsf'
   from 'CCCsf'; Recovery Estimate (RE) 100%

   EUR109.0 million Class A2 (XS0277725361) downgraded to 'Dsf'
   from 'CCCsf'; RE 75%

   EUR60.1 million Class A3 (XS0277726500) downgraded to 'Dsf'
   from 'CCsf'; RE 0%

   EUR55.1 million Class B (XS0277728381) downgraded to 'Dsf'
   from 'CCsf'; RE 0%

   EUR7.5 million Class C (XS0277729439) affirmed at 'Dsf'; RE0%

   EUR0.0 million Class D (XS0277732144) affirmed at 'Dsf'; RE0%

   EUR0.0 million Class E (XS0277733548) affirmed at 'Dsf'; RE0%

   EUR0.0 million Class F (XS0277734199) affirmed at 'Dsf'; RE0%

KEY RATING DRIVERS

The notes have been downgraded following a note event of default,
triggered by the failure to pay interest on the most senior class
of notes outstanding.  REs are driven by Fitch's unchanged view
on property performance and anticipation of note interest costs.

Having exhausted the available liquidity facility, the issuer has
been unable to meet any payments due on the notes.  Following the
expiry of the relevant grace period, the note trustee has
informed noteholders of a note event of default and requested
confirmation that a note enforcement process should be initiated.

If a note enforcement notice is issued, Fitch expects interest on
the notes to accrue at the rate applicable to judgment debts.
Fitch has assumed this accrual to be a fixed rate of 8% per year,
in line with other UK issuers that have been subject to note
enforcement proceedings.  In this case the class A1 notes would
accrue around EUR10m of interest per year, which would be payable
ahead of note principal.  This forms the basis for a 75% RE on
the class A2 notes.

If the note enforcement notice is not issued, the RE on the class
A2 notes would instead be around 85%, reflecting that the issuer
would not be liable for the assumed 8% fixed rate.

Since Fitch's last rating action, two loans have repaid in full,
although the entire amount of recoveries was not directly applied
to redemption of the notes.  The EUR10.8 million Monzanova office
loan and the EUR10.5 million Hilite Warehouse loan were both
expected to repay in full in Fitch's 'Bsf' scenario but amounts
were held back by the issuer in each case (EUR5 million on Hilite
and EUR0.5 million on Monzanova) to cover senior costs.

Fitch expects varied recoveries from the remaining four loans but
any proceeds will first be applied to the EUR30m liquidity
facility balance and towards accrued senior costs.  Fitch expects
the EUR160m Hotel Adlon Kempinski loan to provide the bulk of
recoveries due to its size and sound performance.

RATING SENSITIVITIES

A swift resolution of the defaulted Quartier 206 loan could allow
the issuer to remedy the note event of default on the class A1
notes, by making whole the cumulative interest shortfall.  An
upgrade of the A1 notes could be envisaged under this scenario.

Fitch estimates 'Bsf' proceeds to be EUR230 million.


TOWERGATE HOLDINGS: Moody's Lowers Corporate Family Rating to Ca
----------------------------------------------------------------
Moody's Investors Service has downgraded the Probability of
Default Rating (PDR) on Towergate Holdings II Limited by two
notches to C-PD and the Corporate Family Rating (CFR) by one
notch to Ca. The senior unsecured notes issued by Towergate
Finance plc were also downgraded by one notch to C and the senior
secured instruments were affirmed at Caa2. The PDR, CFR and long-
term debt ratings all have a stable outlook.

This rating action follows Towergate's announcement that it has
entered into a binding agreement with its senior secured
bondholders to implement a financial restructuring and
recapitalization of the group. Under the terms of this agreement,
senior secured bondholders will convert their existing claims
(including accrued interest) into GBP375 million of new senior
secured notes, GBP150 million of subordinated payment in kind
(PIK) notes and 100% of the ordinary shares of the new holding
company for the group. Additionally, the senior secured
bondholders will provide GBP75 million of new super senior notes
upon completion.

No rating action has been taken on the ratings (Caa2, developing
outlook) on the senior secured revolving credit facility (RCF)
which has not been referenced in the agreement announcement.
Moody's will revisit these ratings and outlook once further
information is provided by the group.

Ratings Rationale

-- Downgrade Of PDR to C-PD and CFR to Ca --

The downgrade of Towergate's PDR to C-PD reflects Moody's view
that Towergate's announcement constitutes a distressed exchange
for bondholders, which together with the group's intention not to
pay its February interest coupons, is an event of default under
Moody's definitions. The PDR has therefore been positioned at C-
PD to reflect that, as per the terms of the group's agreement
with its senior secured bondholders, Towergate will default on
both its senior secured and senior unsecured debt obligations.

The Ca CFR represents Moody's opinion of the corporate family-
level expected loss during the exchange process, which
incorporates the announced terms of the agreement. Upon
completion of the exchange, Moody's will re-evaluate the CFR on a
look-forward basis, incorporating the new capital structure and
other material changes in Towergate's business and financial
profile.

Notably, reduced leverage and enhanced short-term liquidity will
improve the group's financial flexibility. However, Moody's
expect this benefit to be partially offset by tough trading
conditions in the UK, challenges associated with the group's
change programme, and significant exceptional costs.

-- Debt Rating Actions --

The senior secured notes, which are part of the exchange, have
been affirmed at Caa2. This rating reflects Moody's view of the
value of the exchange for senior secured noteholders, which
includes the new senior secured debt, the PIK notes and the
ordinary shares of the new holding company.

The downgrade of the senior unsecured debt to C reflects Moody's
expectation that, as part of the announced exchange, senior
unsecured bondholders are unlikely to make a meaningful recovery
on their principal investment. Moody's notes that discussions
between the senior unsecured and senior secured bondholders are
ongoing to determine the terms on which the senior unsecured
creditors may participate in the restructuring. However, the
revised rating of C reflects Moody's expectation that any
recovery will be modest.

Outlook

Moody's stable outlook on the PDR, CFR and long-term debt rating
reflects the terms and binding nature of the agreement Towergate
has reached with its senior secured bondholders.

The following ratings have been downgraded with a stable outlook:

Towergate Holdings II Limited:

  Probability of default rating to C-PD from Caa3-PD

  Corporate family rating to Ca from Caa3

Towergate Finance Plc Senior unsecured notes to C (LGD6) from Ca
(LGD5)

The following ratings have been affirmed with a stable outlook:

Towergate Finance Plc Senior secured notes at Caa2 (LGD2)

Principal Methodologies

The methodologies used in these ratings were Moody's Global
Rating Methodology for Insurance Brokers & Service Companies
published in February 2012, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Based on preliminary financial results, Towergate Partnership Co.
as at year end 2014, reported total fee and commission income of
GBP426 million (2013: GBP443 million) and earnings before
interest, tax, depreciation and amortization of GBP110 million
(2013: GBP145 million).


TOWERGATE FINANCE: Fitch Lowers IDR to 'C' on Exchange Offer
------------------------------------------------------------
Fitch Ratings has downgraded Towergate Finance plc's Long-term
Issuer Default Rating (IDR) to 'C' from 'CC'. Towergate's senior
secured notes due 2018 have been downgraded to 'CC'/'RR3' from
'CCC-'/'RR3' and the senior unsecured notes due 2019 are affirmed
at 'C'/'RR6'.

The downgrade of the IDR to 'C' follows Towergate's agreement
with its senior secured creditors to implement a financial
restructuring under a UK Scheme of Arrangement.  If the
restructuring plan under the scheme of arrangement is approved,
upon completion, Fitch will downgrade the IDR to 'RD' (Restricted
Default).  Subsequently, Fitch will re-assess Towergate's IDR and
assign a rating consistent with the agency's forward-looking
assessment of the company's credit profile following the
distressed debt exchange.

KEY RATING DRIVERS

The exchange offer launched on February 2, 2015 constitutes a
distressed debt exchange under Fitch's criteria, because
investors face a reduction in terms and the restructuring is
conducted in order to avoid a traditional payment default.  Fitch
considers alternative options to be limited.  Fitch recognizes
the positive impact that the proposed agreement would have on the
group's liquidity and debt service, given the reduction in
leverage, extended maturity dates and lower cash interest
payments.

Under the exchange, senior secured creditors will convert all of
their existing claims to GBP375 million of new senior secured
notes, GBP150 million of subordinated PIK notes and 100% of the
ordinary share capital of the new group holding company.  New
money will also be injected in the form of new super senior notes
to the amount of GBP75 million.

RATING SENSITIVITIES

The completion of the proposed scheme of arrangement will lead to
a downgrade of the Long-term IDR to 'RD'.  Positive rating action
may follow the implementation of an alternative capital structure
arising out of the restructuring process.


SCOTLAND: Bankruptcy Filings Has Decreased
------------------------------------------
scotsman.com reports that the number of Scottish companies going
into liquidation and people going bankrupt has fallen to pre-
recession levels, new figures have revealed.

Personal insolvencies totaled 2,633 for October to December 2014
-- down 12 per cent on the previous quarter and by more than a
fifth on the year, according to scotsman.com.

The report notes that accountant in Bankruptcy (AiB) insolvency
statistics include both people who have gone bankrupt and those
who have taken out a protected trust deed.

The report relates that the number of companies going into
liquidation also fell, to 193 in the quarter -- a drop of 7.7 per
cent on the previous three months and 15.7 per cent lower than
the same time in 2013.

"There can be no doubt insolvencies falling back to pre-recession
levels reflects the improving economic picture in Scotland -- but
there is no room for complacency," the report quoted Business
Minister Fergus Ewing as saying.

The report notes that there was a significant increase in
bankruptcies in the 2008-2009 period following the introduction
of new measures which aimed to make it easier for people to take
that option.

Since then, recent quarterly totals have "been steadier and are
similar to levels recorded prior to 2008-09," according to AiB,
the report relays.

But Bryan Jackson, business restructuring partner with
accountancy firm BDO, warned: "Business owners need to prepare
themselves for a bumpy ride in 2015 as patchy growth in many
parts of Europe may impact on growth in Scotland," the report
adds.


                            *********

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 2015.  All rights reserved.  ISSN 1529-2754.

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

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

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


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