TCREUR_Public/160527.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

            Friday, May 27, 2016, Vol. 17, No. 104


                            Headlines


C Z E C H   R E P U B L I C

NEW WORLD: Zdenek Bakala Siphons Up to CZK150 Bil. From OKD Unit


F I N L A N D

KONECRANES: Moody's Withdraws B1 Corporate Family Rating
SOLOCAL GROUP: Fitch Lowers Long-Term Issuer Default Rating to CC


G E R M A N Y

KRAUSSMAFFEI GROUP: S&P Raises CCR to BB- Then Withdraws Rating


I R E L A N D

DEBENHAMS RETAIL: High Court Confirms Appointment of Examiner


I T A L Y

POSILLIPO FINANCE: Moody's Raises Rating on EUR452MM Notes to Ba1


N E T H E R L A N D S

METINVEST BV: Enters Into Eurobond Restructuring Agreement


N O R W A Y

LYNGEN MIDCO: S&P Affirms B+ CCR, Outlook Stable
NASSA MIDCO: S&P Affirms B Long-Term CCR, Outlook Stable
VOLSTAD MARITIME: In Talks with Creditors Over Bond Maturity


P O R T U G A L

* Very High Debt Burden Key Challenge for Portugal, Moody's Says


R O M A N I A

HUNEDOARA ENERGY: Court to Reconsider Insolvency Ruling


R U S S I A

BANK URALSIB: Moody's Raises Long-Term Deposit Ratings to Caa1
EVRAZ GROUP: Moody's Confirms Ba3 CFR, Outlook Negative


S E R B I A

CORPORATE COMM: Receivers Make Public AlixPartners' Final Report


S P A I N

AUTOVIA DE LA MANCHA: S&P Affirms BB+ Rating on EUR110MM Loan


S W I T Z E R L A N D

DUFRY AG: Fitch Affirms BB- IDR, Outlook Remains Negative
SCHMOLZ + BICKENBACH: Moody's Affirms B2 CFR, Outlook Stable


U N I T E D   K I N G D O M

ACME ENGINEERING: Halts Trading, June 3 Asset Auction Set
BHS GROUP: Two Suppliers Fall Into Administration
TATA STEEL: Mum on Sales Process, Reviews Rescue Options
TES GLOBAL: Moody's Lowers CFR to B3, Outlook Stable
VARDEN NUTTALL: Falls Into Administration


X X X X X X X X

* CEE Banks to Face Revenue Challenges in 2016-17, Moody's Says
* BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power


                            *********


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C Z E C H   R E P U B L I C
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NEW WORLD: Zdenek Bakala Siphons Up to CZK150 Bil. From OKD Unit
----------------------------------------------------------------
CTK reports that President Milos Zeman on May 25 said up to
CZK150 billion were siphoned off from New World Resources, whose
subsidiary is the Czech coal mining firm OKD that has been
declared insolvent, during the time when it was owned by Czech
billionaire Zdenek Bakala.

According to CTK, Mr. Zeman said he received the information
about the CZK100 to CZK150 billion from sources that "have the
duty to report."

Mr. Zeman said if it is proved that Mr. Bakala siphoned off money
from the NWR, he may not only be imprisoned but also his property
may be seized, CTK relates.

Mr. Bakala was one of the owners of NWR until February 2016,
CTK discloses.  The OKD owes more than CZK17 billion and it was
declared insolvent in early May, CTK recounts.

OKD, CTK says, is unable to pay its debts and its assets are
worth about CZK7 billion.

The OKD black-coal mines are still operating, CTK notes.  The
firm has some 9800 regular staff, 2500 employees at supplier
companies and 200 workers hired via agencies, CTK discloses.

Analysts said OKD is struggling for survival owing to falling
prices of coal as well as due to its high debts, according to
analysts, CTK relates.

New World Resources Plc is the largest Czech producer of coking
coal.



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F I N L A N D
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KONECRANES: Moody's Withdraws B1 Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service has withdrawn all ratings and the
ratings outlook of Konecranes Plc.  Konecranes and Terex
Corporation terminated the Business Combination Agreement for the
merger of Konecranes and Terex.  The companies terminated the
commitments for the senior secured financing facilities
associated with the merger.

Separately, Konecranes and Terex announced an agreement for
Konecranes to purchase Terex's Material Handling and Port
Solutions Business for approximately $1.3 billion.  The sale is
expected to closed in early 2017.

                        RATINGS RATIONALE

Ratings withdrawn:

Konecranes Plc:

  Corporate Family Rating, WR from B1;

  Probability of Default rating, WR from B1-PD;

  Senior secured credit facilities, WR from Ba2 (LGD2).

  The outlook was changed to WR from stable.

Konecranes Plc is a global manufacturer of industrial cranes and
components and provider of crane servicing.  Konecranes reported
sales EUR2.1 billion through the last twelve months ending
March 31, 2016.


SOLOCAL GROUP: Fitch Lowers Long-Term Issuer Default Rating to CC
-----------------------------------------------------------------
Fitch Ratings has downgraded French media group Solocal Group
SA's (SLG) Long-Term Issuer Default Rating to 'CC' from 'B-'.  At
the same time the agency has downgraded the senior secured bonds
issued by PagesJaunes Finance to 'CCC-'/'RR3' from 'B'/'RR3'.

The downgrades reflect management's comments on SLG's 1Q16
earnings release and public comments with respect to plans to
address its capital structure, including plans to introduce new
equity capital to "part" finance a drastic reduction in group
debt.  SLG remains within the terms of its bank covenants and has
confirmed it plans to meet upcoming interest payments on both its
bonds and bank debt.

Management has acknowledged for some time that its leverage is
unsustainable and that the covenant in particular, is limiting
its ability to invest in the near term in client acquisition and
therefore grow the business over the longer term.  SLG's
competitors and peers carry little or no debt and therefore are
free from these constraints, in a business model or market where
it is important to establish leading market position.  Fitch
regards management's comments with respect to the potential for
new equity to "part finance" a reduction in debt, as implying any
plan yet to be presented to lenders may include a request to
restructure or write-down current outstanding debt.

                        KEY RATING DRIVERS

Debt Restructuring Potential

Solocal released its 1Q16 results and held an investor call on 19
May 2016.  Along with an update on underlying performance,
management outlined they are preparing a plan to "drastically
reduce its debt" and that discussions are ongoing to introduce
new equity in order to finance a "part of this reduction."
Management stated that no plan has been presented to its lenders
and that further details will be announced once this has
happened.  Fitch interprets these comments as implying that SLG's
plans may include an expectation that lenders take part in a form
of debt restructuring and associated write-down, in conjunction
with plans to raise new equity capital.  In these circumstances a
'CCC' rating, which implies a default of some kind is a real
possibility, or 'CC' - default is probable; are both more
consistent with the company's credit profile.  In the absence of
a more tangible outline of management's plans, Fitch deems a more
conservative 'CC' appropriate.

Limited Covenant Headroom, Absent Debt Reduction

SLG is currently operating within its bank covenants; with net
debt/EBITDA at1Q16 reported at 3.8x versus a bank covenant of
4.0x and interest cover of 4.1x versus a covenant of 3.0x.
Management has stated its intent to meet upcoming interest
payments on both its bond and bank debt.  In Fitch's view,
covenant headroom under net debt/EBITDA looks increasingly tight.
So long as the company is constrained from investing in client
acquisition, as at present given the covenant constraint, it will
not be able to improve EBITDA or cash flows over the longer term.
Without a reduction in debt, it therefore faces a circular
problem, where it is unable to invest in long-term growth.  Based
on guidance for the business provided by management with the 1Q16
results, Fitch anticipates net debt/EBITDA, ignoring adjustments
permitted under the bank document, broadly in the region of 4.7x
or above for YE16.

Viable Business Potential, Leverage Dependent

Fitch considers the business model that management are pursuing
remains viable, albeit challenged by high levels of competition
from larger and better funded competitors.  SLG's online
advertising platform has an established client base and strong
audience reach.  Penetration of digital marketing among these
clients continues to improve and digital marketing revenues were
up 25% in 1Q16.  The company is now guiding to overall internet
revenue growth of between flat to 2% and a group EBITDA margin of
at least 28% for 2016.  Investment in new client acquisition has
an 18-month pay-back; in order to grow its online business in the
long term, management need the ability to absorb near-term margin
pressure.  Print revenues were down 33% and above Fitch's rating
case expectations for 2016, although management expects print
sales to continue to fall but at more normalized levels for the
rest of the year.

In context, although 1Q16 results were weak driven by print
declines and the impact of constraints on client investment,
Fitch views the capital structure and high leverage as driving
the rating.  A significantly lower level of debt would allow
management greater freedom to grow the business and compete more
effectively with online peers such as Schibsted (net debt/EBITDA
of 0.4x at YE15) or Tripadvisor.  The longer SLG remains
constrained from doing so, the greater advantage its peers will
have where they are competing in SLG's markets.

Going Concern Recoveries

Fitch continues to assess recoveries of the PagesJaunes Finance
2018 senior secured bonds using a going concern approach to the
business, applying a 10% discount to last 12 months EBITDA and
3.0x multiple (previously 4.0x) in deriving a post-distress
valuation.  This approach reflects our view that the underlying
business remains viable, although challenged by its capital
structure and competitor actions.  Under this approach, we assess
recoveries at 'RR3', implying a recovery above 50%. The notes
have a one-notch uplift from the IDR and are rated 'CCC-'.

KEY ASSUMPTIONS

Fitch's key assumptions within the rating case for SLG in 2016
include:

   -- Material reduction of debt principal; albeit quantum is
      unclear.  A range of expectations include a potential
      write-down of existing borrowings.

   -- Flat to 1% digital revenue growth.

   -- Print revenues to decline in a range of 20%-25%.

   -- Group EBITDA margin of 28%.

                       RATING SENSITIVITIES

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

   -- Clarification of management's plans to reduce debt; where
      plans include a creditor write-down in order to achieve a
      more sustainable leverage

   -- Material deterioration in liquidity

Future developments that may, individually or collectively, lead
to a revision of the Outlook to Stable include:

   -- Fitch considers positive rating action unlikely before a
      formal plan to address the capital structure has been
      agreed

                            LIQUIDITY

At end March 2016, SLG had cash and equivalents of EUR82 mil. and
around EUR16 mil. of availability under its bank revolving credit
facility.  Liquidity at present is acceptable.  The company's
choice of longer interest periods as permitted under the terms of
the bank facility may imply it is seeking to preserve liquidity.
Accrued interest at March 2016 was EUR17.25 mil.



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G E R M A N Y
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KRAUSSMAFFEI GROUP: S&P Raises CCR to BB- Then Withdraws Rating
---------------------------------------------------------------
S&P Global Ratings raised its long-term corporate credit rating
on Germany-based plastics and rubber-processing machinery
manufacturer KraussMaffei Group GmbH to 'BB-' from 'B+'.

S&P subsequently withdrew its corporate credit rating on
KraussMaffei Group at the company's request.  At the time of
withdrawal, the outlook was stable.

S&P is also withdrawing its 'B' issue rating on the company's
EUR325 million senior secured notes with a carrying amount of
EUR260 million, due 2020.

The rating actions follow the closing of the acquisition of
KraussMaffei Group by a consortium of investors led by China
National Chemical Corp. (ChemChina).  ChemChina now controls
KraussMaffei Group and regulators have given their approval.  S&P
is assessing KraussMaffei Group's position within the ChemChina
group as moderately strategic.  This results in one-notch uplift
from KraussMaffei Group's stand-alone credit profile (SACP) of
'b+'.  S&P currently rates ChemChina's group credit profile (GCP)
at 'bbb' since S&P believes that its operating diversity and good
market positions offset its high debt level.  ChemChina's 'bbb'
group credit profile incorporates two notches of government
support to reflect S&P's view that there is a moderately high
likelihood that the Chinese government will provide extraordinary
support to ChemChina in times of financial distress.  S&P
considers that KraussMaffei Group's credit profile benefits from
the acquisition by the financially stronger ChemChina, which
would likely extend some form of support if needed.

KraussMaffei Group mostly sells plastics-processing machinery,
which represent a good strategic fit for ChemChina's operations.

S&P withdrew its corporate credit rating on KraussMaffei Group at
the company's request. At the time of withdrawal, the stable
outlook reflected S&P's view that, at this stage, parent company
ChemChina's credit quality is not affected by its offer on Swiss
pesticide- and seed-maker Syngenta.

S&P also withdrew its issue rating on KraussMaffei Group's debt,
since it has been repaid.



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I R E L A N D
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DEBENHAMS RETAIL: High Court Confirms Appointment of Examiner
-------------------------------------------------------------
The Irish Times reports that the High Court has confirmed the
appointment of an examiner to the company operating Debenhams
eleven stores.

Debenhams Retail (Ireland) Ltd. directly employs 1,400 staff
while 500 concession staff and 300 cosmetics staff also work in
the company's stores, The Irish Times discloses.

DRIL sought court protection earlier this month arising from
consistent losses sustained since the recession in 2007 and
following the withdrawal of support of its UK parent company,
Debenhams Retail plc, The Irish Times recounts.

Kieran Wallace of KPMG was appointed interim examiner after the
court was informed the company was considered to have a
reasonable prospect of survival if certain conditions were met,
including securing court protection and approval of a survival
scheme with the company's creditors, The Irish Times relates.
That would involve reducing rent costs, which the company says
are well above market rates, plus staff costs, The Irish Times
notes.

Rossa Fanning, barrister for DRIL, said it has incurred losses of
EUR22.6 million in the last three years and, while revenues had
increased in 2015 and 2014, it continues to be loss making in the
current year, The Irish Times relays.  He also stressed it would
be "business as usual" while a survival scheme was being
negotiated, The Irish Times notes.

When the matter returned before Mr. Justice Brian McGovern on
May 25 he confirmed Mr. Wallace as examiner, The Irish Times
recounts.

According to The Irish Times, Mr. Wallace now has up to 100 days
to put together a scheme of arrangement with creditors, which if
approved by the High Court will allow the company to continue to
trade as a going concern.



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I T A L Y
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POSILLIPO FINANCE: Moody's Raises Rating on EUR452MM Notes to Ba1
-----------------------------------------------------------------
Moody's Investors Service has upgraded the rating of the Series
2007-1 Asset-Backed Floating Rate Notes due 2035 in POSILLIPO
FINANCE S.R.L.:

  EUR452.655 mil. Series 2007-1 Asset-Backed Floating Rate Notes
   due 2035, Upgraded to Ba1 (sf); previously on July 3, 2015,
   Upgraded to Ba2 (sf)

                         RATINGS RATIONALE

The rating action is prompted by the upgrade of Dexia Crediop
S.p.A.'s counterparty risk (CR) assessment to Baa3 (cr) from
Ba3(cr) on April 28, 2016.  Dexia Crediop S.p.A. acts as one of
the three swap providers in the transaction.

POSILLIPO FINANCE S.R.L is a transaction backed by payments on
healthcare receivables payable to the Issuer by the Italian
Region of Campania (Ba1).  The rating of Campania was affirmed at
Ba1 on Feb. 18, 2014, and was not therefore the cause of today's
rating action.  Payments received by the Issuer from the Region
of Campania are swapped for floating-rate cash flows with three
counterparties.

Counterparty Exposure

The rating action took into consideration the notes' exposure to
relevant swap counterparties.

Moody's assessed the exposure to Dexia Crediop S.p.A. acting as
one of the three swap counterparties in the transaction. Dexia
Crediop S.p.A. hedges one-third of the interest rate exposure of
the transaction.  Moody's analysis considered the risks of
additional losses on the notes if they were to become unhedged
following a swap counterparty default by using the CR Assessment
as reference point for swap counterparties.  Following its
upgrade, the transaction's counterparty exposure to Dexia Crediop
S.p.A. as swap counterparty has decreased.  As a result, Moody's
upgraded the 2007-1 Asset-Backed Floating Rate Notes.

In its analysis, Moody's has applied the approach described in
its applicable cross sector methodology (see "Approach to
Assessing Swap Counterparties in Structured Finance Cash Flow
Transactions" published on March 16, 2015).

Exposure to cross-currency or interest-rate swaps over a long
horizon links Moody's ratings in the transactions to that on the
swap counterparty.  This is because both cross-currency and
interest-rate risk would significantly increase the loss severity
for note holders if the swap counterparty were to default.  The
absence of liquidity mechanisms and lack of credit enhancement in
POSILLIPO FINANCE S.R.L also increase the linkage between the
ratings on the notes and that on Dexia Crediop S.p.A.  In light
of this linkage, the application of our methodology and the
upgrade of Dexia Crediop S.p.A, Moody's has upgraded its ratings
in the deal.

The principal methodology used in this rating was "Moody's
Approach to Rating Repackaged Securities" published in June 2015.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) performance of the underlying collateral that
is better than Moody's expected, (2) deleveraging of the capital
structure and (3) improvements in the credit quality of the
transaction counterparties [and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk 2) performance
of the underlying collateral that is worse than Moody's expected,
(3) deterioration in the notes' available credit enhancement and
(4) deterioration in the credit quality of the transaction
counterparties.



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N E T H E R L A N D S
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METINVEST BV: Enters Into Eurobond Restructuring Agreement
----------------------------------------------------------
Interfax-Ukraine reports that Metinvest mining and metal group
has agreed the restructuring of eurobonds and pre-export finance
facilities (PXF) facilities with a committee of creditors.

According to Interfax-Ukraine, the agreement concerns US$85.5
million notes due in 2016, US$298.6 million notes due in 2017 and
US$750 million notes due in 2018 and US$1.07 billion PXF
facilities.

The conditions of the agreement include conversion of all notes
into new US$1.125 billion notes due on December 31, 2021 and PXF
facilities into a united facility that will expire in June 2021,
Interfax-Ukraine says.  The liabilities will be settled in the
form of the amortization mechanism starting from 2019, Interfax-
Ukraine discloses.

The company anticipates that the meeting of noteholders will be
held on June 8, 2016, Interfax-Ukraine relays.  Seventy-five
percent of noteholders are to approve the offer to validate it,
Interfax-Ukraine states.

                       About Metinvest B.V.

Svitlana Romanova, in her capacity as foreign representative of
Metinvest B.V., filed a Chapter 15 bankruptcy petition in the
U.S. Bankruptcy Court for the District of Delaware (Bankr. D.
Del. Case No. 16-10105) on Jan. 13, 2016, in the United States,
seeking recognition of a scheme of arrangement under part 26 of
the English Companies Act 2006 currently pending before the High
Court of Justice of England and Wales.

The Debtor and its subsidiaries claim to be the largest
vertically integrated mining and steel business in Ukraine.

Joseph M Barry, Esq., at Young Conaway Stargatt & Taylor, LLP,
counsel for the petitioner, said the Metinvest Group has
struggled in recent years in light of the ongoing political
turmoil in Ukraine since the end of 2013, which has negatively
impacted Ukraine's economy and the protracted slump in prices for
steel products, coal, and iron ore throughout much of 2014 and
2015.

The petitioner has engaged Young, Conaway, Stargatt & Taylor and
Allen & Overy LLP as her as counsel.

Judge Laurie Selber Silverstein has been assigned the case.



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N O R W A Y
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LYNGEN MIDCO: S&P Affirms B+ CCR, Outlook Stable
------------------------------------------------
S&P Global Ratings affirmed its 'B+' corporate credit rating on
Norway-based information technology (IT) company Lyngen Midco AS
(EVRY).  The outlook is stable.

At the same time, S&P assigned its 'B+' corporate credit rating
to its subsidiary Lyngen Bidco AS, which S&P views as a core
subsidiary because it is an integral part of EVRY.  The outlook
is stable.

S&P also affirmed its 'B+' issue ratings and '3' recovery ratings
on EVRY's existing debt due 2022 and on the revolving credit
facility due 2021.  At the same time, S&P assigned its 'B+' issue
ratings and '3' recovery ratings to the proposed debt due 2022.
The recovery prospects reflect S&P's expectation of meaningful
recovery in the event of a default.  S&P's recovery expectation
on these issue ratings is in the lower half of the 50%-70% range.

S&P's rating on the proposed secured debt is subject to its
receipt and satisfactory review of all final transaction
documentation.  If S&P Global Ratings does not receive the final
documentation within a reasonable time frame, or if the final
documentation departs from the materials S&P has already
reviewed, it reserves the right to withdraw or revise its
ratings.  Potential changes include, but are not limited to,
utilization of loan proceeds, the maturity, size, and conditions
of the loan, financial and other covenants, security, and
ranking.

The rating affirmation reflects that, despite the debt increase,
S&P expects EVRY's credit metrics to remain broadly in line with
S&P's previous expectations, as a result of the upward revision
in our forecast of its operating performance.

Subject to board approval, EVRY proposes to issue approximately
Norwegian krone (NOK) 2.6 billion (about EUR275 million) in new
senior secured term loans.  As part of the transaction, EVRY will
pay out a NOK1.9 billion dividend to its shareholders and repay
its current amortizing term loan A of NOK800 million.  As a
result, S&P expects EVRY's gross debt to increase to
approximately NOK6.5 billion after the transaction closes, from
NOK4.7 billion at year-end 2015.

At the same time, S&P expects that EVRY's operating performance
will improve, as S&P now projects stronger EBITDA and organic
revenue growth in coming years.  S&P's profitability revision is
supported by EVRY's recent signing of an outsourcing agreement
with IBM and internal cost-cutting actions.  S&P understands the
IBM contract, which consists of outsourcing commoditized
infrastructure services to IBM, will improve the operating
efficiency of EVRY's infrastructure delivery.  In addition, with
stand-alone restructuring, EVRY has reduced its number of full
time employees by 13% between June 2015 and March 2016.  S&P now
expects EVRY's S&P Global Ratings-adjusted EBITDA margin to
improve to 16% in 2016 (compared with 11% in S&P's previous
forecast) and even further in 2017.  S&P's revenue growth
revision is supported by the solid performance in recent quarters
and strong backlog as of March 2016.  However, S&P still expects
a revenue decline of 3% in 2016, owing to the phasing out of
large contracts.

S&P's assessment of EVRY's business risk profile reflects the
company's status as the leading IT-services provider in Norway,
our view of high competition in the industry, the company's
limited geographic diversification, and the ongoing decline in
its reported revenues.

EVRY operates in relatively fragmented markets and competes with
a number of local and regional players for the midsize segment
(companies with between 100 and 1,000 employees).  EVRY also
competes with bigger international players, but these companies
mainly target larger customers, a segment away from which EVRY is
gradually moving.  The company operates primarily in Norway and,
to a lesser extent, in Sweden, where it ranks No. 4, with an 8%
share of the market.  However, S&P considers EVRY's overall
competitive position to be weaker than that of larger
international competitors, including IBM Corp., Cap Gemini S.A.,
and Computer Sciences Corp., which benefit from greater scale and
diversification, or higher profitability.

S&P believes that these weaknesses are partly offset by EVRY's
resilient business model, leading market positions in Norway, a
large degree of customer and product diversification, and growth
opportunities.  EVRY generates robust revenues in its Operations
and Financial Services divisions (75% of total revenues),
supported by long-term contracts, a meaningful amount of
recurrent revenues, and low customer churn.  With a 31% share of
the country's overall IT market, EVRY enjoys a strong position in
Norway.  The company also holds 37% of the outsourcing market and
an even stronger position in the IT banking market.  EVRY serves
a number of midsize companies operating in various industries,
including the public sector.  EVRY also offers traditional
outsourcing and consulting IT services, as well as a broad range
of financial services to banks and financial institutions (a
segment where customers tend not to move frequently, given high
switching costs).  The supportive environments in Norway and
Sweden are additional rating strengths, as both offer strong
economies where S&P expects IT spending to continue to grow.

S&P's assessment of EVRY's financial risk profile remains
constrained by the company's high level of debt.  At year-end
2016, S&P forecasts a gross adjusted debt-to-EBITDA ratio of
4.6x-4.8x and funds from operations (FFO) to debt of 15%.  S&P
expects free operating cash flow (FOCF) to debt to be temporary
slightly below 5%, reduced by cash outflows related to the IBM
agreement, before rebounding in 2017.  These weaknesses are
somewhat mitigated by the company's EBITDA cash interest coverage
of about 5x and S&P's anticipation of positive and gradually
increasing FOCF generation.  S&P's debt adjustment excludes the
entire financial contribution of the sponsor (APAX), including
preferred equity certificates and shareholder loans at holdings
above EVRY, as S&P accords them equity treatment.

S&P's rating on EVRY also reflects its limited geographic
diversification and scale, and somewhat weaker credit ratios than
'BB-' rated peers with similar business risk profiles and
financial policy assessments.

The stable outlook reflects S&P's anticipation that EVRY will
improve its adjusted EBITDA margin resulting in an adjusted debt
to EBITDA below 5x, FOCF to debt greater than 5%, and adequate
liquidity in the next 12 months.

S&P could lower the rating if adjusted debt to EBITDA exceeded
5x, for instance on additional debt if EVRY's owner adopted a
more aggressive financial policy than S&P anticipates, or if EVRY
reports weaker revenue and profitability than we expect.

S&P could raise the ratings if adjusted debt to EBITDA declined
sustainably below 4.0x, which would stem from a financial policy
likely to promote this, as well as EBITDA growth.


NASSA MIDCO: S&P Affirms B Long-Term CCR, Outlook Stable
--------------------------------------------------------
S&P Global Ratings said that it has affirmed its 'B' long-term
corporate credit rating on Nordic payment processor Nassa Midco
AS (Nets).  S&P also assigned a 'B' long-term corporate credit
rating to Nets' subsidiary, Nets Holding AS.  The outlooks on
both long-term ratings are stable.

At the same time, S&P assigned its 'B' issue rating to Nets
Holding's senior secured debt, as well as a recovery rating of
'4', indicating S&P's expectation of recovery in the higher half
of the 30%-50% range in the event of a payment default.

S&P also affirmed its 'B' issue rating and recovery rating of '4'
on Nets' senior secured debt.

The rating actions primarily reflect the group's improved
operating performance as a result of organic revenue growth;
higher profitability, due to cost cutting; and small acquisitions
that have strengthened its market position in Nordic countries.
However, Nets' already high debt has increased further, due to
debt-funded acquisitions, and we expect its FOCF will weaken
temporarily this year because of restructuring cash outflows.

S&P has equalized its rating on Nets Holding with that on Nets
because S&P views Nets Holding as a core subsidiary; Nets Holding
is fully integrated in the group, carries its name, and is
responsible for funding some subsidiaries.

S&P's assessment of Nets' satisfactory business risk profile
continues to reflect the group's leading position in the Nordic
payment system industry, high proportion of recurrent revenues,
and diversified product range and customer base, supported by the
industry's solid barriers to entry and growth opportunities.
Nets holds a strong market share as an acquirer and issuer
processor in Nordic countries, and most households in Denmark and
Norway use its direct debit solutions.  S&P thinks that Nets'
market share is so significant and its products so integrated
into Nordic banking systems that it has a critical position
within the Nordic payment system.  Furthermore, S&P thinks
barriers to entry are high, since a customer opting for an
alternative supplier will likely face significant switching costs
and a lengthy process involving operating risks.

These strengths are constrained by Nets' modest scale and limited
geographic diversification, with 75% of revenues generated in
Denmark and Norway.  Nets posts modest, albeit improving
profitability, and faces price pressure from customers, primarily
banks but also merchants.  Furthermore, competition from
international competitors is likely to intensify; S&P considers
scale to be a key competitive advantage. Nets also faces
technology and regulatory risks.

In S&P's view, Nets' financial risk profile is constrained by
very high leverage, with a gross adjusted debt-to-EBITDA ratio of
10.6x in 2015.  S&P's debt adjustments, in addition to operating
leases, include Danish krone (DKK) 3.5 billion (about EUR473
million) of payment-in-kind (PIK) notes, despite the notes' lack
of cash payments, structural subordination (being issued by Nassa
Holdco, which is outside the restricted group), and maturity
after the senior bank debt.  Excluding the PIK notes, the ratio
of senior unadjusted gross debt to EBITDA would still be high at
about 5x.

This weakness is partly offset by EBITDA cash interest coverage
of about 3.5x and S&P's anticipation of stable funds from
operations (FFO) of about DKK800 million-DKK1,200 million in 2016
and 2017. S&P expects FOCF to decline temporarily in 2016 as a
result of cash restructuring outflows, but to rebound in the
following years, translating into break-even FOCF to debt in 2016
and about 5% in 2017, assuming no material restructuring or
working capital outflows.

S&P applies a one-notch negative adjustment, based on its
comparable rating analysis.  This is due to Nets' still weaker
profitability and fairly small scale relative to that of peers.

The stable outlook reflects S&P's expectation that Nets will
maintain adequate liquidity, EBITDA cash interest coverage of at
least 3.0x, and positive FOCF, excluding changes in working
capital from clearing activities.

S&P could raise the ratings if adjusted EBITDA margins improved
to at least 20%, EBITDA cash interest coverage approached 4.0x,
and FOCF to debt remained sustainably above 5%.

S&P could lower the ratings if revenues or EBITDA declined, for
instance because of competitive pressure.  S&P could also lower
the ratings if FOCF turned negative or liquidity was less than
adequate.


VOLSTAD MARITIME: In Talks with Creditors Over Bond Maturity
------------------------------------------------------------
Offshore Energy Today reports that Volstad Maritime is in talks
with creditors regarding its bond which matures on July 5, 2016.

The NOK600 million bond loan was obtained in 2013 by Volstad
Subsea, a sister company of Volstad Maritime, where Volstad
Maritime and the parent company provided security for the bond,
Offshore Energy Today recounts.

However, according to the company's annual report, neither
Volstad Subsea AS or Volstad Maritime Group have sufficient
liquid assets to redeem the bond, and are now in talks with
creditors to find a solution, Offshore Energy Today relates.

Volstad's continued operations are dependent of that Volstad
Subsea AS achieves an agreement with banks and/or bondholders for
an extension or refinancing of the bond, the company has
explained, Offshore Energy Today notes.

"Volstad Maritime is in discussions with all relevant
stakeholders to find a solution on the upcoming maturity,"
Offshore Energy Today quotes the company as saying on May 25.

Volstad Maritime is a Norway-based owner of offshore service
vessels.



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


* Very High Debt Burden Key Challenge for Portugal, Moody's Says
----------------------------------------------------------------
Portugal's very high debt burden, of both the public and the
private sectors, is a key constraint on the country's growth
prospects and the sovereign rating, says Moody's Investors
Service in a new report.

"Portugal's economy continues to grow much more moderately than
other euro area periphery countries such as neighboring Spain.
Hence, economic growth will not provide much support for the
planned fiscal consolidation and reduction of the very high
public debt ratio.  Also, the moderate growth performance comes
despite the implementation of many structural reforms in the past
several years, which are not showing results in the form of a
more resilient and stronger economy," says Kathrin Muehlbronner,
a Senior Vice President at Moody's.

While the country's public debt ratio has stabilized, it is among
the highest of the all the sovereigns rated by Moody's at 129% of
GDP (as of end-2015).  The rating agency expects a very gradual
decline in the ratio in the coming years, but also notes that the
downward trend is vulnerable to fiscal slippage or lower economic
growth.  Under its baseline assumptions, the rating agency
expects the public debt ratio to remain above 120% of GDP even at
the end of the decade.

Moody's also points to continuing concerns regarding the outlook
for Portugal's public finances.  The rating agency expects the
budget deficit to be 3% of GDP this year and thus higher than the
government's target of 2.2%, given that Moody's growth forecasts
are lower.  However, in Moody's view the deviation should be
contained, given the intense scrutiny of Portugal's budgetary
progress by the European Commission and its request for
additional fiscal measures if the budget execution points to a
deviation in the course of the year.

Over the past several years, Portugal's budget performance has
repeatedly been negatively impacted by the state injecting
capital into various banks.  The government might yet again have
to provide capital support to a state-owned bank this year.
Apart from the government's own finances, the persistent weakness
of the banking sector remains a key risk for Portugal's credit
standing. In addition, fiscal risks stemming from public-sector
companies have been reduced, but not fully eliminated, as the
sector as a whole continues to run operational deficits.

On the positive side, Portugal's economy has been rebalancing
towards the tradable sector and has seen improvements in its
external competitiveness indicators.  The share of exports in GDP
now amounts to 43%, compared to 32% in 2010, and Moody's expects
the current account to remain in surplus this year and next.  In
addition, pro-active debt management coupled with the ECB's QE
will likely keep government financing risks in check, in Moody's
view.

Subscribers can access the report at:

    http://www.moodys.com/viewresearchdoc.aspx?docid=PBC_1028154



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


HUNEDOARA ENERGY: Court to Reconsider Insolvency Ruling
-------------------------------------------------------
ACT Media reports that the Alba Iulia Court of Appeal upheld on
May 3 the appeal of the "Good Luck" Trade Union of Petrosani
against the ruling whereby the Hunedoara Court admitted on
January 7 the request to have the Hunedoara Energy Complex placed
in insolvency; the ruling was overturned and the case sent back
to the Hunedoara Tribunal.

Hunedoara Court approved in Januarly 2016 the insolvency of
Hunedoara Energy Complex (CEH). GMC SPRL Craiova was appointed
judicial administrator, The Romania Journal reported.  CEH Board
of Directors decided on Dec. 28, 2015, company's insolvency,
following a voluntary application.  International Monetary Fund
(IMF) demanded the liquidation of the company ever since last
year.

CEH has debts of RON1.2 billion and sequestration on all
accounts, leading to a pressure on the ability to pay. Ministry
of Energy estimates the losses of RON404 million in 2015, The
Romania Journal disclosed.



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


BANK URALSIB: Moody's Raises Long-Term Deposit Ratings to Caa1
--------------------------------------------------------------
Moody's Investors Service has upgraded the long-term local and
foreign-currency deposit ratings of Bank Uralsib to Caa1 from
Caa2.  It has also affirmed the bank's short-term local and
foreign-currency deposit ratings at Not-Prime.  Concurrently,
Moody's has upgraded Bank Uralsib's baseline credit assessment
(BCA) and adjusted BCA to caa2 from ca, upgraded the bank's long-
term Counterparty Risk Assessment (CR Assessment) to B3(cr) from
Caa1(cr) and affirmed the bank's short-term CR Assessment of Not-
Prime(cr).  The outlook on the bank's long-term deposit ratings
is positive.

                        RATINGS RATIONALE

Moody's upgrade of the bank's BCA to caa2 was prompted by the
execution of the initial stages of the bank's rehabilitation
plan, which was adopted in November 2015 to address challenges
related to its asset quality and capital.  In November 2015, its
new shareholder -- Russian businessman Mr. Kogan -- obtained
control (82%) over Bank Uralsib, and immediately thereafter the
bank secured a RUB14 billion, 6 year facility at an interest of
6% per annum and RUB67 billion 10 year loan at an interest of
0.51% per annum from Russia's Deposit Insurance Agency (DIA).

This enabled the bank to record a RUB51 billion gain -- through
the initial recognition of these new facilities under market
rates.  Together with a RUB21 billion income from the write-off
of subordinated debt, this was sufficient to absorb losses from
the write-down of Bank Uralsib's non-core assets and goodwill, as
well as from additional credit costs.  The bank recorded a net
income of RUB16.8 billion for 2015 in accordance with audited
IFRS financial statements.  As a result, the bank's tangible
common equity improved to 13.4% of total assets as at year-end
2015, up from 5.4% the year before.

Moody's also assess the likelihood of further government
support -- in form of an extension of the existing support
package -- as moderate.  As a result, the bank's Caa1 deposit
ratings incorporate one notch of government support uplift from
its BCA of caa2.

The positive outlook on the Caa1 deposit ratings is driven by
Moody's expectation of a gradual recovery of the bank's internal
capital generation capacity upon implementation of its new
development strategy, which focuses on retail and corporate
banking operating and a more effective utilization of existing
banking infrastructure.

                WHAT COULD MOVE THE RATINGS UP/DOWN

Bank Uralsib's BCA and thus its deposit ratings could be upgraded
if the bank were successful in reversing its operations back to
profits, which together with a more conservative risk appetite
would translate into improved asset quality metrics.

Bank Uralsib's deposit ratings could be downgraded if the bank
were to identify additional significant problem assets, losses on
which would erode its capital profile.

The principal methodology used in these ratings was Banks
published in January 2016.


EVRAZ GROUP: Moody's Confirms Ba3 CFR, Outlook Negative
-------------------------------------------------------
Moody's Investors Service has confirmed the Ba3 corporate family
rating and Ba3-PD probability of default rating of Russian
vertically integrated steel and mining company Evraz Group S.A.
(Evraz), and the B1 (LGD 5) senior unsecured ratings assigned to
the notes issued by Evraz and Raspadskaya Securities Ltd.  The
outlook on all the ratings is negative.

The action concludes the rating review initiated by Moody's on
April 11, 2016.

LIST OF AFFECTED RATINGS:

Confirmations:

Issuer: Evraz Group S.A.
  Corporate Family Rating, Confirmed at Ba3
  Probability of Default Rating, Confirmed at Ba3-PD
  Senior Unsecured Regular Bond/Debenture, Confirmed at B1

Issuer: Raspadskaya Securities Ltd.
  Senior Unsecured Regular Bond/Debenture, Confirmed at B1

Outlook Actions:

Issuer: Evraz Group S.A.
  Outlook, Changed To Negative From Rating Under Review

Issuer: Raspadskaya Securities Ltd.
  Outlook, Changed To Negative From Rating Under Review

                        RATINGS RATIONALE

The rating action reflects Moody's expectation that Evraz will
(1) maintain its Moody's-adjusted gross debt/EBITDA below 4.0x on
a sustainable basis, although this will likely be exceeded in
2016 as a result of the volatile steel prices; (2) continue to
generate positive free cash flow; and (3) retain solid liquidity.

As of year-end 2015, the company's Moody's-adjusted gross
debt/EBITDA rose to 4.7x from 2.8x at year-end 2014, driven by
the company's reported 40% decline in EBITDA due to weakened
steel prices in the Russian and international markets.  Moody's
does not expect that the recovery in steel prices since March
2016 will be sustainable in light of declining steel use in
Russia and steel overcapacity in international markets.  However,
the growth in long steel prices by more than 70% from their lows
seen in February 2016, even if temporary, will support Evraz's
financial performance in 2016.

Moody's expects that Evraz will continue to generate a solid
positive free cash flow, assuming no major investment projects
and shareholder distributions, which will enable the company to
gradually reduce its debt.  Assuming average steel prices
stabilize in 2017 after the drop in late 2015 and early 2016,
Evraz will likely generate sufficient EBITDA to reduce its
Moody's-adjusted gross debt/EBITDA towards 3.5x in 2017.

The current deterioration in Evraz's financial metrics is
mitigated by the company's strong liquidity, with a solid cash
cushion of $1.4 billion as of year-end 2015.  Moody's notes that
Evraz's leverage is stronger on a net debt basis, with Moody's-
adjusted net debt/EBITDA of 3.7x at end-2015.

In addition to the deterioration of Evraz's financial metrics,
the company's Ba3 rating continues to factor in (1) decreased
apparent steel use in Russia as a result of GDP decline, in
particular shrinking construction, against the background of long
steel capacity additions in 2013-14; (2) the structural
oversupply of steel, exacerbated by the weakened steel demand in
China and increased export volumes from South-East Asia, which
exert negative pressure on prices in international markets; and
(3) fairly low oil and gas prices, which exert pressure on the
company's oil country tubular goods (OCTG) business in North
America.

More positively, in addition to Moody's expectation that the
company will improve its financial metrics and continue to
generate a positive free cash flow, the rating takes into account
(1) Evraz's profile as a low-cost integrated steelmaker,
including low cash costs of the company's coking coal and iron
ore production; (2) increased barriers to entry in the Russian
market for imported steel products owing to the weak rouble; (3)
the company's product, operational and geographic
diversification; (4) its strong market position in long steel
products in Russia, including leadership in rail manufacturing;
(5) the growing demand for rails in Russia and North America; (6)
the company's moderate capex and financial policy focus on
deleveraging; and (7) its solid liquidity, including a large cash
cushion.

                  RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the risk that year-average steel
prices could decline beyond Moody's expectations, which would
limit Evraz's ability to restore its financial metrics within the
next 12-18 months.

            WHAT COULD CHANGE THE RATINGS UP/DOWN

There is no immediate positive pressure on the ratings given the
negative outlook.  In the longer term, Moody's could upgrade
Evraz's ratings if (1) the macroeconomic situation in Russia and
domestic steel use stabilize; (2) the company reduces its
Moody's-adjusted gross debt/EBITDA towards 3.0x on a sustainable
basis; (3) it continues to generate a positive free cash flow;
and (4) maintains healthy liquidity.

The rating could be downgraded if (1) the company's Moody's-
adjusted gross debt/EBITDA remains above 4.0x on a sustained
basis; (2) the company fails to generate a positive free cash
flow, including in case of high dividends or share buybacks; or
(3) its liquidity deteriorates materially.

                       PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global Steel
Industry published in October 2012.

Evraz is one of the largest vertically integrated steel, mining
and vanadium companies in Russia.  Evraz's principal assets are
steel plants (in Russia, North America, Europe, South Africa,
Kazakhstan and Ukraine), iron ore and coal mining facilities, as
well as logistics and trading assets located predominantly in
Russia.  In 2015, Evraz generated revenues of US$8.8 billion
(2014: US$13.1 billion) and Moody's-adjusted EBITDA of US$1.4
billion (2014: US$2.3 billion).  EVRAZ plc currently holds 100%
of the company's share capital and is itself jointly controlled
by Mr. Roman Abramovich, Mr. Alexander Abramov, Mr. Alexander
Frolov and Mr. Eugene Shvidler.


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


CORPORATE COMM: Receivers Make Public AlixPartners' Final Report
----------------------------------------------------------------
Novinite.com reports that the receivers of insolvent Corporate
Commercial Bank (Corpbank or KTB) have made public a report
tracking the assets of Bulgaria's fourth largest lender.

An English-language version of the final report, prepared by UK-
based consultancy AlixPartners in September 2015, had been
initially submitted to Parliament's Secret Registry to be read by
lawmakers only, Novinite.com says.

Novinite.com relates that under changes to the Bank Insolvency
Act approved last month, a Bulgarian-language translation of the
final report is now available on the KTB website, corpbank.bg.

A Bulgarian court had declared KTB insolvent as of Nov. 6, 2014.
Following an appeal from Bulgaria's central bank (BNB), a higher
court ruled last year that the bank had slid into insolvency as
early as June 20, 2014.

KTB, majority owned by Tsvetan Vasilev, collapsed in June 2014
following a run on deposits, Novinite.com discloses.

An analysis of the commercial operations of KTB since 2009 showed
a widespread use of lending to borrowers in order to channel
funds for the purpose of improperly and/or unlawfully extracting
those funds from KTB, AlixPartners said, Novinite.com reports
citing a Bulgarian-language version of the report.

It seemed that those funds had been used in most cases to the
benefit of the bank's majority owner, his accomplices and related
persons, the consultancy said, Novinite.com relays. It added that
a considerable portion of the credits extended by KTB was not
backed by collateral or the collateral was insignificant.

In addition, KTB was involved in a number of investment decisions
and trading practices which were not in the bank's own financial
interests but rather aimed to assist the bank's majority owner,
his aides and related persons, according to the report cited by
Novinite.com.

Vasilev is in Serbia, waiting for Belgrade High Court to rule on
an extradition request filed by the Bulgarian prosecuting
authorities on charges of allegedly embezzling BGN206 million
from KTB, according to Novinite.com. He has denied any
wrongdoing, claiming that the collapse of KTB was a premeditated
attack launched by a Bulgarian business partner-turned-rival and
supported by state institutions, the report notes.



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


AUTOVIA DE LA MANCHA: S&P Affirms BB+ Rating on EUR110MM Loan
-------------------------------------------------------------
S&P Global Ratings affirmed its 'BB+' Standard & Poor's
underlying rating (SPUR) on the EUR110 million senior secured
amortizing loan maturing July 2031 to Spanish toll road special-
purpose company Autovia de la Mancha, S.A. (Aumancha).  The
outlook is stable.

At the same time, S&P revised its recovery rating on the debt to
'2' from '3', reflecting its expectation of substantial recovery
in the lower half of the 70%-90% range in the event of a payment
default.

The 'AA' long-term issue rating on the EUR110 million senior
secured loan reflects the unconditional and irrevocable guarantee
provided by Assured Guaranty (Europe) Ltd. (AA/Stable/--) for the
payment of scheduled interest and principal on the loan.

The affirmation of S&P's SPUR follows its review of the recent
performance of Aumancha.  The road's traffic continues to
increase on the back of the Spanish economy's recovery with
increasing GDP and a decreasing unemployment rate.  Traffic on
the road performed above our forecasts in 2015, increasing by
4.8% in light vehicle (LV) traffic and 7.5% in heavy vehicle (HV)
traffic.  In S&P's base case, it currently assumes traffic will
increase of 2.6% in 2016, 2.3% in 2017, and 1.6% thereafter,
resulting in the project's minimum and average annual debt-
service coverage ratios (ADSCRs) of 1.45x and 1.61x,
respectively.

Despite the project's exposure to traffic volume risk, it has
proved relatively resilient to declines in traffic because of its
benign banding structure.  Furthermore, S&P views its exposure to
traffic as supported by its satisfactory competitive position.

Compared with peers, S&P views Aumancha's cash flow as more
volatile, resulting from working capital variations in the past
following late payments from the granting authority, Castilla La
Mancha (CLM), its sole revenue counterparty.  Furthermore, S&P
notes the volatility in the life cycle profile and the risk
toward the end of the concession period.

The SPUR remains constrained by the creditworthiness of CLM, the
sole revenue counterparty, which S&P assess as material and
irreplaceable.  However, S&P no longer considers CLM to be an
unwilling counterparty following Aumancha's receipt of its
pending payments from the granting authority in 2015.

The loan was extended to facilitate the design, construction, and
operation of a 52-kilometer shadow toll road linking the cities
of Toledo and Consuegra in the Spanish region of Castilla la
Mancha, south of Madrid.  The construction of the road was
completed in July 2005.

The long-term rating on a monoline-insured debt issue reflects
the higher of the rating on the monoline and the SPUR.
Therefore, the long-term ratings on the above issue reflect the
rating on the monoline, which is higher than the SPUR.

S&P assess the project's liquidity as neutral.  The project has a
12-month forward-looking debt service reserve account and a
three-year, forward-looking maintenance reserve account
equivalent to 100% of the first year of major maintenance
expenses, 66% of the second year, and 33% of the third year.  The
reserve balances are fully funded.

The stable outlook reflects S&P's view of CLM's creditworthiness.
The rating is currently constrained by the creditworthiness of
the granting authority, which is the sole provider of revenues.
CLM's creditworthiness is well below Aumancha's preliminary
operations phase SACP.  Therefore, S&P expects that its view of
CLM's creditworthiness will continue to constrain the rating in
the long term.

S&P could raise the SPUR if CLM's creditworthiness improves.

S&P could lower the SPUR if CLM's creditworthiness were to
deteriorate or if S&P was to downgrade any financial counterparty
and it was not replaced in accordance with its criteria.

The senior debt is guaranteed by Assured Guaranty (Europe) Ltd.
and the long-term rating on the debt reflects that of the
guarantor.



=====================
S W I T Z E R L A N D
=====================


DUFRY AG: Fitch Affirms BB- IDR, Outlook Remains Negative
---------------------------------------------------------
Fitch Ratings has affirmed Swiss-based Dufry AG's Issuer Default
Rating at 'BB-'.  The Outlook remains Negative.  Fitch has also
affirmed Dufry Finance S.C.A.'s senior unsecured notes rating at
'BB-'.

The ratings affirmation reflect Fitch's expectation that Dufry's
cash flow generation will improve once the travel company has
completed the integration of its two transformational
acquisitions.  However, Fitch is maintaining the Negative Outlook
due to remaining execution risks in relation to the full and
timely realization of budgeted cost savings from World Duty Free
Group (WDF), whose acquisition was only completed in November
2015.

The Negative Outlook also reflects the growing challenges Dufry
faces in maintaining historically strong organic growth amid a
decline in the purchasing power of emerging markets travellers.
Fitch therefore do not expect the company's funds from operations
(FFO)-adjusted gross and net leverage to decline to 5.5x and
5.0x, respectively, before 2018 -- Fitch's rating triggers for
revising the Outlook to Stable.

                        KEY RATING DRIVERS

Residual Execution Risks

Fitch sees remaining execution risks from the past two sizeable
acquisitions, with the realization of cost savings from the
integration of Nuance currently half-complete and the integration
of WDF to be still implemented during 2016-2017.  Fitch expects
the late completion of the WDF acquisition to lead to a lower-
than-originally forecast operating cash flow in 2016 and,
consequently, slower de-leveraging.

Strengthened Business Model

The two acquisitions have had a positive impact on Dufry's
commercial profile and have allowed the company to further
reinforce its market position as the undisputed global leader in
international travel retail.  Since 2013 Dufry has more than
doubled its sales (adjusted for acquisitions), while improving
its geographic diversification.  The new enlarged business
platform has also broadened the concession portfolio with the
addition of new attractive destinations with high passenger
throughput and reduced dependency on individual contracts.

Persisting Operating Risks

Dufry saw sales in 2015 contract organically by 5%, particularly
due to lower numbers of Brazilian and Russian air travellers and
from reduced spending power of emerging countries affected by
currency devaluations.  Fitch expects these challenges to
continue through 2016, partly compounded by geo-political
tensions affecting air travel in Europe and the Mediterranean
countries.

Solid Cash Flow Generation

Fitch projects that Dufry's enlarged business would increase
operating and free cash flow (FCF) generation to CHF700 million
and CHF400 million, respectively, from 2017, when the WDF
integration is completed.  This strong FCF will, in the absence
of a resumption of M&A activity, support a more sustained pace of
de-leveraging from 2017.  Fitch expects FCF margins to improve to
5% from 2017 onwards from a projected 3% for 2016.  However,
given a structural shift in the cost base with sustainably higher
concession fees, we expect FFO margins to recover to pre-
acquisition levels of 9% only from 2018, from 7%-8% in 2014-2015.

Credit Metrics in Line with 'B'

Fitch forecasts that FFO-adjusted gross and net leverage to
decline mildly to 6.0x and 5.3x respectively by end-2017, from
the elevated levels of 6.2x and 5.8x (calculated for 2015
annualizing FFO of the acquired assets).  Fitch regards such
level of indebtedness as high, and only commensurate with a 'B'
level of financial risk.  While expected strong organic cash flow
generation will support faster de-leveraging to below 5.0x in
2019, this would still be insufficient, in our view, for the 'BB'
category.

Fitch continues to view minimum annual guarantees (MAG) as the
basic level of rental payments, which would be required to
maintain the economic ownership of the retail space by Dufry.
However, as our understanding of the business risk evolves, we
have raised our MAG estimate to 5% of turnover starting from 2016
versus 4.5% in 2015 and 4% in 2014, to reflect the impact of
WDF's concessions.

Fixed Charge Cover Calculation Change

While Fitch's leverage calculations are based on capitalizing
only the MAG portion of rental payments, Fitch has now rebased
its fixed charge cover ratio calculations by using the entire
amount of concession fees.  The new approach better reflects the
economic reality for Dufry, as the company needs to commit
substantial cash resources to pay for concession fees.  The
resulting considerably lower ratios of 1.3x vs 2.2x should be
viewed in conjunction with the mostly flexible, "elastic" nature
of Dufry's rental obligations, implying no impairment in the
financial flexibility for the issuer.  The new cover ratios have
no impact on the ratings.

Further Acquisitions; Shareholder Distributions

Dufry is likely to continue pursuing its role as consolidator in
the international travel retail industry.  Fitch's rating case
assumes spending on medium-sized acquisitions totaling CHF400
mil. over 2018-2019, which the company should be able to
comfortably fund from a projected build-up of internal cash
reserves.  Fitch also believes larger investments are likely in
the medium term. However, Fitch regards these as event risk and
will evaluate their impact on Dufry's ratings as and when they
take place, subject to operating economics and the choice of
funding instruments.

Fitch also expects the projected increase in cash generation in
2017 to lead Dufry to return some cash to its shareholders in
2018-2019 and have assumed dividend outflows of at CHF50m-CHF100m
p.a.

                         KEY ASSUMPTIONS

Fitch's expectations are based on the agency's internally
produced, conservative rating case forecasts.  They do not
represent the forecasts of rated issuers individually or in
aggregate.  Fitch's assumptions include:

   -- 2016 sales increasing to around CHF8 bil., including
      contribution from WDF, organic sales growth of 2%-3% p.a.
      during 2016-2019;

   -- EBITDA margin steadily improving to 13% by end-2019 from
      12% in 2016;

   -- Annual capex of approximately CHF250 mil.;

   -- Common dividends of CHF50 mil. in 2018 and CHF100 mil. in
      2019;

   -- Net outflow for minority dividends of CHF45 mil. -
      CHF50 mil. until 2019;

   -- Working capital unchanged from 2015 levels at 8% of sales.

                       RATING SENSITIVITIES

Positive: Future developments that could lead to the Outlook
being revised to Stable include:

   -- Evidence of a successful completion of the integration of
      the Nuance Group and sound progress on the integration of
      WDF during 2016

   -- EBITDA margin improving to above 12% (2015: 11.8%)

   -- Annual FCF generation of sufficient sustainable magnitude
      (at least EUR100 mil. to EUR200 mil.) to enable meaningful
      net debt reduction

   -- Evidence that decrease of FFO-adjusted gross leverage
      towards less than 5.5x (net leverage less than 5.0x) is
      achievable by end-2017 (7.7x and 7.3x respectively at end-
      2015, or 6.2x and 5.8x based on pro-forma results) after
      the integration of WDF has been completed

   -- FFO fixed charge cover remaining at or above 1.3x
      (2015: 1.3x)

Negative: Future developments that could lead to a downgrade
include:

   -- Inability to fully realize budgeted cost savings on a
      timely basis from the integration of Nuance and WDF

   -- EBITDA margin remaining below 12% and FCF margin below 4%
      on a sustained basis, particularly as a result of
      operational challenges and inability to mitigate business
      risks in individual countries

   -- Execution of a sizeable predominantly debt-funded
      acquisition, jeopardizing deleveraging

   -- Failure to reduce FFO-adjusted gross leverage towards 5.5x
      (5.0x on a net basis)

   -- FFO fixed charge cover tightening towards 1.2x.

                             LIQUIDITY

Fitch projects that Dufry should be able to generate sustainable,
strong annual pre-dividend FCF of CHF400 mil.-CHF450 mil. from
2017 -- leading to the accumulation of cash reserves well in
excess of CHF1 bil. by end-2019.  The company also enjoys
comfortable debt maturity headroom with its first repayments
scheduled for July 2019.

Summary of Financial Statement Adjustments for 2015:

   -- Readily available cash: At Dec. 31, 2015, Fitch
      considered as restricted CHF98m of cash, of which CHF80
      mil. is needed for day-to-day operational activities,
      including funding of intra-year working capital needs, and
      further CHF18 mil. of cash held overseas, which cannot be
      easily repatriated to Switzerland and therefore being not
      readily available for debt repayments;

   -- Leases: Fitch adjusted debt by adding 8x of MAG estimated
      at 4.5% of turnover;

   -- Adjustments for non-recurring items include in FY15
      acquisition-related costs of CHF50.7 mil. and estimated
      restructuring costs in connection with the transformational
      acquisitions of CHF20 mil. (a similar adjustment totaling
      CHF29 mil. was carried out in 2014).


SCHMOLZ + BICKENBACH: Moody's Affirms B2 CFR, Outlook Stable
------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating of specialty long steel company SCHMOLZ + BICKENBACH AG
(S+B) and its probability of default rating (PDR) at B2-PD.  The
rating of the senior secured notes due 2019 issued by SCHMOLZ +
BICKENBACH Luxembourg S.A. (a wholly owned subsidiary of S+B) was
also affirmed at B2.  The outlook on all the ratings is stable.

"Our affirmation of SCHMOLZ + BICKENBACH's B2 ratings reflects
our expectation that the company's financial performance will
improve through 2016 and 2017, following a difficult second half
of 2015 that drove sales and profitability down from the previous
year", says Hubert Allemani, Vice President -- Senior Analyst and
Lead Analyst for S+B.

"We also expect that the base price for special steel products is
likely to stabilize after a decrease in H2 2015, benefitting from
the stabilization of the nickel price since the beginning of the
year, after a decline of more than 40% in 2015", adds
Mr. Allemani.

                         RATINGS RATIONALE

The rating action reflects Moody's expectation that S+B is likely
to benefit from the solid demand from its core European
automotive and mechanical engineering sectors, where it holds a
leading market share.  However, S+B is unlikely to recover lost
sales volumes in the US, where the company sold large volume of
pre-materials for pipe and tube making and forgings for the
fracking industry given that the current low oil price
environment has depressed demand from the oil and gas sector.

Moody's also positively notes the emphasis that S+B places on
efficiency gains, working capital improvement and restructuring
business units, which the company expects to result in a greater
focus on higher margin value added products and cash generation.

S+B's B2 rating reflects (1) the company's significant market
share in its key markets; (2) its production and technological
expertise; and (3) its integrated business model, all of which
make it an important supplier and partner to a well-diversified
customer base.

While S+B cannot control raw material costs, it benefits from the
industry-wide practice of passing through scrap, nickel and other
alloy costs through a surcharge mechanism.

Moody's also notes positively that the company has significantly
reduced its debt over the last two years.  The rating
incorporates the expectation that leverage, as measured by
Moody's-adjusted debt/EBITDA, will continue to improve,
predominantly owing to increasing EBITDA.  Moody's expects that
S+B's debt to EBITDA will stand at around 4.7x at the end of
2016, and will decrease in 2017.

However, these positives are partially offset by (1) the
competitive nature of the specialty steel industry; (2) the
cyclical nature of the primary end-markets S+B serves,
particularly in the US; and (3) the limited pricing power and
experiences of margin shrinkage during down cycles, as evidenced
by the decline in its 2015 profitability.

                       STRUCTURAL CONSIDERATIONS

The company's outstanding EUR168 million of senior secured notes
due 2019 are rated B2, at the same level as S+B's CFR, owing to
their pari passu ranking with much of S+B's other debt, such as
its EUR450 million revolving credit facility (RCF).  The notes
were issued by SCHMOLZ + BICKENBACH Luxembourg S.A., a Luxembourg
public limited liability company and a wholly owned subsidiary of
S+B.  The notes are supported by guarantees from each of the
company's subsidiaries that are guarantors under its RCF and by a
first-priority lien over receivables, inventory, and certain
other assets, but not PPE, of the issuer and the guarantors.

                         LIQUIDITY PROFILE

The company's overall cash and liquidity position is adequate and
as of Dec. 31, 2015, its cash balance amounted to EUR53 million.
S+B can also rely on its EUR450 million RCF and EUR300 million
ABS facility, both due in April 2019, to support its operational
needs.  As of year-end 2015, S+B had EUR308 million and EUR111
million of availability under its RCF and ABS program,
respectively.  Given the challenging market conditions maintain
pressure on S+B's EBITDA, Moody's expects that the headroom under
the company's financial covenants could become tighter.  However,
the rating agency expects that S+B will remain compliant with all
its covenants in 2016.

                 RATIONALE FOR THE STABLE OUTLOOK

The stable rating outlook reflects the company's solid market
share, its breadth of products and adequate liquidity profile, as
well as Moody's expectations for the slow improvement of S+B's
profitability and leverage in the coming years.

              WHAT COULD CHANGE THE RATINGS UP/DOWN

S+B's ratings could be upgraded if (1) S+B's Moody's-adjusted
EBITDA remains sustainably above EUR250 million, with its EBIT
margin growing towards 5%; or if (2) the company consistently
generates positive free cash flow or continues to deleverage its
capital structure, reaching a Moody's-adjusted EBITDA of 4.0x, or
lower.

A downgrade could be prompted if (1) S+B's profitability levels
stagnate or continue to decline; (2) the company's liquidity
deteriorates owing to higher capex or working capital
requirements resulting in negative free cash flow; (3) it fails
to comply with its new covenants; or (4) its Moody's-adjusted
leverage remains above 5.0x on a prolonged basis.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: SCHMOLZ + BICKENBACH AG
  Corporate Family Rating, Affirmed B2
  Probability of Default Rating, Affirmed B2-PD

Issuer: SCHMOLZ + BICKENBACH Luxembourg S.A.
  Backed Senior Secured Regular Bond/Debenture, Affirmed B2

Outlook Actions:

Issuer: SCHMOLZ + BICKENBACH AG
  Outlook, Remains Stable

Issuer: SCHMOLZ + BICKENBACH Luxembourg S.A.
  Outlook, Remains Stable

The principal methodology used in these ratings was Global Steel
Industry published in October 2012.

The SCHMOLZ + BICKENBACH AG (S+B) Group is one of the world's
leading producer, processor and distributor of special long steel
products, operating with a global sales and services network in
an attractive niche market.  The group is the second largest
company in Europe for alloy and high-alloy special and
engineering steel. With around 9,000 employees at its own
production and distribution companies in more than 30 countries
across five continents, the company supports and supplies
customers wherever they operate.  For the full year ended
Dec. 31, 2015, S+B sold 1,763Ktonnes of steel material,
generating revenues of EUR2.68 billion.  EBITDA amounted to
EUR169.6 million in 2015, as reported by the company.



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


ACME ENGINEERING: Halts Trading, June 3 Asset Auction Set
---------------------------------------------------------
Insider Media reports that ACME Engineering has ceased to trade
after being hit by difficulties in the oil and gas market and
uncertainty in the UK's steel production industry.

Keith Marshall and Gareth Harris of RSM Restructuring Advisory
were appointed joint administrators of ACME Engineering on May 6,
2016, Insider Media discloses.  The business was wound down prior
to administration to complete a large amount of work in progress
in order to maximize the return to creditors, Insider Media
relates.

The company had 17 employees who were all made redundant on
May 6, 2016, and their claims are being dealt with by the
Redundancy Payments Service, Insider Media relays.

According to Insider Media, the company's assets are being sold
by auction on Friday, June 3, which is being organized by Paul
Cooper of CJM Asset Management.

ACME Engineering is an engineering company based on the Denaby
Main Industrial Estate, near Doncaster.


BHS GROUP: Two Suppliers Fall Into Administration
-------------------------------------------------
Belfast Telegraph reports that two suppliers to stricken retailer
BHS have fallen into administration, resulting in the loss of 350
jobs.

Administrators to Derbyshire-based CUK Clothing and Courtaulds,
which are behind the Pretty Polly tights brand, blamed their
collapse on the demise of the department store chain, Belfast
Telegraph relates.

"The administration of BHS has added to the challenge of
operating within a fiercely competitive market for seasonal
products," Belfast Telegraph quotes RSM as saying.  "This has
left the directors with little choice but to place the companies
into administration."

BHS fell into administration in April, putting 11,000 jobs at
risk and leaving a GBP571 million pension fund black hole,
Belfast Telegraph recounts.

BHS Group is a department store chain.  The company employs
10,000 people and has 164 shops.


TATA STEEL: Mum on Sales Process, Reviews Rescue Options
--------------------------------------------------------
Alan Tovey at The Telegraph reports that Tata Steel has refused
to rule out holding on to its crisis-hit British steel division,
raising fears that the business could suffer "a death by a
thousand cuts".

Delivering annual results for the Tata's global steel business,
Koushik Chatterjee, executive director, declined to give details
on the board's thoughts on the seven bids the company has
received for the loss-making UK plants, The Telegraph relates.

But pressed on whether Tata could do a U-turn and hold on to the
business -- which the Government has said it is willing to take a
25% stake in and offer financial support to if this will keep it
alive -- he refused to deny this was an option, The Telegraph
notes.

The results announcement -- which showed Tata Steel's revenues
down 6% to GBP11.9 billion and an annual loss of GBP309 million
-- echoed Mr. Chatterjee, saying: "The board . . . is actively
reviewing all options for the Tata Steel UK business, including a
potential sale", The Telegraph relays.

Sajid Javid, the Business Secretary, met with Tata's directors on
May 23 for several hours ahead of their monthly meeting, which
considered the bids, The Telegraph recounts.

It is thought Mr. Javid sees Tata keeping the UK business as a
way of retaining a viable steel industry in the Britain, after
bidders signalled their reluctance to take on the Tata pension
scheme, which has a GBP500 million deficit, The Telegraph
discloses.

Tata Steel is the UK's biggest steel company.


TES GLOBAL: Moody's Lowers CFR to B3, Outlook Stable
----------------------------------------------------
Moody's Investors Service has downgraded the ratings of UK-based
education advertisement company TES Global Holdings Limited's,
including the Corporate Family Rating to B3 from B2 and the
Probability of Default Rating (PDR) to B3-PD from B2-PD.
Concurrently, Moody's has downgraded the ratings of the GBP200
million senior secured notes due 2020 and the GBP100 million
senior secured floating rate notes due 2020 issued by TES Finance
PLC to B3 from B2.  The outlook on all ratings is stable.

                        RATINGS RATIONALE

The downgrade of TES's ratings follows the release of unaudited
management accounts for the first half (ending 29th February
2016) of fiscal year 2016.  In the twelve months ending 29th
February 2016, reported EBITDA adjusted by management reduced to
GBP44 million from GBP51 million in fiscal year 2015 and GBP56
million in fiscal year 2014, due to accelerating investment in
TES's platform for sharing and trading teaching content and
weakening advertising volumes.  Advertising sales were negatively
affected by the uncertainty brought about by the UK general
election in May 2015 and subsequent Comprehensive Spending
Review, combined with the expected, continuing decline in TES's
print volumes.  These factors highlight the company's sensitivity
to political and macroeconomic cycles.  Moody's notes that TES
has recently launched a subscriptions product in its core
advertising business intended to reduce its exposure to
transactional advertising volumes and provide a more steady and
reliable source of profits and cashflows.  As a result of
declining EBITDA, Moody's adjusted gross debt to EBITDA ratio
increased to 7.0x as of February 2016 from 5.4x as of August 2014
and is significantly above the 5.5x downgrade trigger previously
set.  Allowing for the expected annualized EBITDA of TES's recent
acquisitions and discretionary investment spend, the Moody's
Adjusted leverage would have been 5.8x.

Favorably, TES's cash generation remains solid, due to healthy
margins and low ongoing working capital and capex needs.  Moody's
expects that TES's Adjusted Free Cash Flow to Debt will stay in
high single digit territory over the rating horizon.  As at
Feb. 29, 2016, the company reported cash and equivalents on
balance sheet of GBP14 million and had access to a GBP20 million
undrawn RCF.  TES is not exposed to any material term debt
maturities until July 2020.  Its transition from print to digital
is progressing well with approximately 80% of advertising volumes
now being digital only.

                 RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that TES will be
able to retain its leading position in the teacher recruitment
market and continue to manage successfully its migration to on-
line business.  The outlook also incorporates our expectation
that the company's leverage will trend towards 5.5x and TES will
not embark on any transforming acquisitions or make debt-funded
shareholder distributions.

               WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the rating could arise if the Moody's-adjusted
debt/EBITDA falls below 5x on a sustainable basis, FCF/debt
materially exceeds 7.5%, the company returns to a pattern of
improving trading performance and the Content business moves to
breakeven on a reported EBITDA basis.

Downward pressure on the rating could arise if Moody's-adjusted
debt/EBITDA does not fall towards 6x or Moody's adjusted EBITDA
minus capex coverage of interest expenses falls below 1.5x on a
sustainable basis and/or liquidity concerns emerge.  Moody's
could also consider downgrading the ratings in the event of any
material debt-funded acquisitions, changes in financial policy or
significant changes to the competitive landscape.

LIST OF RATINGS AFFECTED BY THIS RATING ACTION:

   -- TES Global Holdings Limited's Corporate Family Rating (CFR)
      downgraded to B3 from B2

   -- TES Global Holdings Limited's Probability of Default Rating
      (PDR) downgraded to B3-PD from B2-PD

   -- Long-term rating of the GBP200 million backed senior
      secured fixed rate notes due 2020 issued by TES Finance PLC
      downgraded to B3 from B2

   -- Long-term rating of the GBP100 million backed senior
      secured floating rate notes due 2020 issued by TES Finance
      PLC downgraded to B3 from B2

                         PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Publishing Industry published in December 2011.

TES Global Holdings Limited (formerly TSL Education Group
Limited) is a leading provider of teacher recruitment
classifieds, or vacancy, advertisements for secondary and primary
schools in the UK.  Its digital platform is the world's largest
network of teachers, providing a liquid marketplace for content
sharing and teacher recruitment.  For the financial year-end
(FYE) August 2015 the company reported revenues of GBP130.3
million and Adjusted EBITDA (as calculated by management) of
GBP51 million.


VARDEN NUTTALL: Falls Into Administration
-----------------------------------------
Insider Media reports that a Greater Manchester-based insolvency
firm, which manages approximately 2,800 personal insolvency cases
across the UK, has fallen into administration.

Varden Nuttall entered administration on March 24, 2016, with FRP
Advisory partners Ben Woolrych and Phil Pierce as well as
Harrisons Business Recovery and Insolvency's Paul Boyle and Tom
Bowes appointed joint administrators, the report discloses.

Insider Media relates that the joint administrators have retained
all 30 members of staff who continue to operate out of the
trading premises in Bury in an effort to ensure continuity of
case management and communication.

Varden Nuttall manages 2,500 individual voluntary arrangements
for consumers across England and Wales and 300 trust deeds for
consumers in Scotland.

According to the report, the joint administrators reported that
they have secured the support of all major creditor bodies as
well as relevant regulators to continue to manage the personal
insolvency portfolio. Consumers are advised that they should
continue to comply with the terms of their debt management
agreements.

"Varden Nuttall has an excellent reputation for delivering
personal insolvency services in the UK," the report quotes FRP
Advisory as saying.

"However, recent operational issues resulted in a working capital
shortfall earlier this year leaving it with no alternative other
than to seek the protection of administration. The joint
administrators and the retained staff remain focused on servicing
Varden Nuttall's existing IVA and trust deed customers.

"The administration process maximises the position for both
Varden Nuttall's customers and their creditors. The joint
administrators intend to continue trading the portfolio to a
conclusion with regular communication with the key stakeholders
including consumers, regulators and authorities who remain
supportive of the administrators' strategy."



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


* CEE Banks to Face Revenue Challenges in 2016-17, Moody's Says
---------------------------------------------------------------
Profitability of banks in Central and Eastern Europe (CEE) will
be pressured over the coming 18 months as low interest rates and
only limited credit growth cut into revenues, says Moody's
Investors Service in a report published on May 24, 2016.

Moody's subscribers can access this report via the link provided
at the end of this press release.  The rating agency's report is
an update to the markets and does not constitute a rating action.

"Banks will likely register lower net interest income in an
environment of limited lending growth and low interest rates.
Weaker revenues make banks' profitability more vulnerable to a
significant rise in loan-loss provisions in the event of
deteriorating economic conditions.," says Armen Dallakyan, a Vice
President -- Senior Analyst at Moody's.

Over the next 12 to 18 months Moody's expects annual loan growth
in Poland, Czech Republic and Slovakia will be around 6%.  In
Hungary, Romania and Slovenia volumes of new loans are
increasing, however the stock of loans will rise on average by 3%
only due to sizable repayments of existing loans.

CEE banks' fee income may also be pressured by modest business
volumes and regulatory measures.  Furthermore, in the years
ahead, banks will likely encounter increasing competition with
non-bank companies, including financial technology companies that
are entering the market.

Declining revenues will prompt banks to improve efficiency, with
larger banks likely turning to cuts in operating expenses, says
Moody's.  Smaller banks with limited room to cut costs may decide
to merge with larger banks or become narrowly specialized
institutions such as credit card or car lenders.

However, bank levies and costs driven by legislative measures,
such as the initiative to convert foreign-currency mortgages into
Polish zloty, may offset the impact of cost-cutting on CEE banks'
efficiency metrics over the next few years.

The rating agency notes that with banks' revenues under pressure
asset quality and loan-loss charges will play an important role
in shaping banks' profitability.

Subscribers can access the report at: Subscribers can access the
report at https://is.gd/ojqeTB


* BOOK REVIEW: BOARD GAMES - Changing Shape of Corporate Power
--------------------------------------------------------------
Author: Arthur Fleischer, Jr.,
Geoffrey C. Hazard, Jr., and
Miriam Z. Klipper
Publisher: Beard Books
Softcover: 248 pages
List Price: $34.95
Order your personal copy today at
http://www.amazon.com/exec/obidos/ASIN/1587981629/internetbankrup
t

A ruling by the Delaware Supreme Court on January 29, 1985 was a
wake-up call to directors of U. S. corporations. On this date,
overruling a lower court decision, the Delaware Supreme Court
ruled that the nine board members of Chicago company Trans Union
Corporation were "guilty of breaching their duty to the company's
shareholders." What the board members had done was agree to sell
Trans Union without a satisfactory review of its value. The
guilty board members were ordered by the Court to pay "the
difference between the per share selling price and the 'real'
market value of the company's shares."

Needless to say, the nine Trans Union directors were shocked at
the guilt verdict and the punishment. The chairman of the board,
Jerome Van Gorkom, was a lawyer and a CPA who was also a board
member of other large, respected corporations. For the most part,
it was he who had put together the terms of the potential sale,
including setting value of the company's stock at $55.00 even
though it was trading at about $38.00 per share. News of the
possible sale immediately drove the stock up to $51.50 per share,
and was commented on favorably in a "New York Times" business
article. Still, Van Gorkom and the other directors were found
guilty of breaching their duty, and ordered by Delaware's highest
court to pay a sum to injured parties that would be financially
ruinous. This was clearly more than board members of the Trans
Union Corporation or any other corporation had ever bargained
for. It was more than board members had ever conceived was
possible without evidence of fraud or graft.

The three authors are all attorneys who have worked at the
highest levels of the legal field, business, and government.
Fleischer is the senior partner of the law firm Fried, Frank,
Harris, Schriver & Jacobson at the head of its mergers and
acquisitions department. He's also the author of the textbook
"Takeover Defenses" which is in its 6th edition. Hazard is a
Professor of Law and former reporter for the American Bar
Association's special committee on the lawyers' ethics code;
while Klipper has been a New York assistant district attorney
prosecuting corporate and financial fraud, and also a corporate
attorney on Wall Street. Using the Trans Union Corporation case
as a watershed event for members of boards of directors, the
highly-experienced legal professionals lay out the new ground
rules for board members. In laying out the circumstances and
facts of a number of cases; keen, concise analyses of these; and
finding where and how board members went wrong, the authors
provide guidance for corporate directors, top executives, and
corporate and private business attorneys on issues, processes,
and decisions of critical importance to them.

Household International, Union Carbide, Gelco Corp., Revlon, SCM,
and Freuhauf are other major corporations whose merger-and
acquisitions activities resulted in court cases that the authors
study to the benefit of readers. The Boards of Directors of these
as well as Trans Union and their positions with other companies
are listed in the appendix. Many other corporations and their
board members are also referred to in the text.

With respect to each of the cases it deals with, BOARD GAMES
outlines the business environment, identifies important
individuals, analyzes decisions, and discusses considerations
regarding laws, government regulations, and corporate practice.
In all of this, however, given the exceptional legal background
of the three authors, the book recurringly brings into the
picture the legalities applying to the activities and decisions
of board members and in many instances, court rulings on these.
Passages from court transcripts are occasionally recorded and
commented on. Elsewhere, legal terms and concepts -- e. g.,
"gross nonattendance" -- are defined as much as they can be. In
one place, the authors discuss six levels of responsibility for
board members from "assure proper result" through negligence up
to fraud. Without being overly technical, the authors' legal
experience and guidance is continually in the forefront. Needless
to say, with this, BOARD GAMES is a work of importance to board
members and others with the responsibility of overseeing and
running corporations in the present-day, post-Enron business
environment where shareholders and government officials are
scrutinizing their behavior and decisions.


                            *********

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 2016.  All rights reserved.  ISSN 1529-2754.

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

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

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


                 * * * End of Transmission * * *