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

                           E U R O P E

            Thursday, April 7, 2011, Vol. 12, No. 69

                            Headlines



B E L A R U S

BELARUSBANK: Moody's Cuts Local-Currency Deposit Rating to 'B2'


B U L G A R I A

* BULGARIA: 43 Municipal Hospitals May Face Bankruptcy This Year


E S T O N I A

LAULASMAA SPA: Bought Out of Bankruptcy by East Capital


G E R M A N Y

SAPPI LTD: S&P Downgrades Unsecured Debt Rating to 'B'
SAPPI PAPIER: Moody's Rates Senior Secured Notes at '(P)Ba2'
TV-LOONLAND AG: M4E Acquires TV-Loonland's Back Catalogue


G R E E C E

DRYSHIPS INC: Ocean Rig to Offer US$500-Mil. of Unsecured Bonds
DRYSHIPS INC: Reports US$101.86MM Net Income in 2010 4th Qtr
HELLENIC TELECOMMUNICATIONS: S&P Retains 'BB' Corp. Credit Rating
MARFIN INVESTMENT: S&P Cuts Long-Term Corp. Credit Rating to 'B+'
RIDENCO COMMERCIAL: Reconciliation Period May Be Extended

TITAN CEMENT: S&P Cuts Long-Term Corporate Credit Rating to 'BB'


H U N G A R Y

* HUNGARY: MTA Research Institutions Face Funding Woes


K A Z A K H S T A N

BANK OF KAZAN: Fitch Withdraws 'B-' LT Issuer Default Rating


L U X E M B O U R G

KION FINANCE: Moody's Assigns '(P)B2' Rating to EUR400-Mil. Notes


R O M A N I A

DIVERTA: Expects to Keep Steady Turnover This Year
WORLD TRADE CENTER: Fondul Proprietatea Files Insolvency Petition


R U S S I A

OTP OJSC: Fitch Rates RUB2.5-Bil. Bond Series-02 at 'BB'


S P A I N

EMPRESAS BANESTO: Corrects Text in Feb. 21 Release
EMPRESAS BANESTO: Corrects Text in Feb. 21 Release
SANTANDER EMPRESAS: Moody's Assigns Caa1 Rating to Series B Notes


U K R A I N E

MRIYA AGRO: S&P Upgrades Long-Term Corporate Credit Rating to 'B'


U N I T E D   K I N G D O M

BOUGHTON GROUP: In Administration; Baker Tilly Seeks Buyer
CROWN NEWCO: Moody's Affirms 'B1' Corporate Family Rating
CROWN NEWCO: S&P Assigns 'B+' Long-Term Corporate Credit Rating
MATALAN FINANCE: Moody's Assigns '(P)Ba1' Secured Bond Ratings
MATHIESONS FOODS: Faces Closure in May After Rent Talks Fail

MISSOURI TOPCO: S&P Places 'B+' Corp. Credit Rating on Watch Neg.
NEIL STEWART: Enters Into CVA Deal; Averts Administration
PLATINUM GYM: Faces Bankruptcy; Owes Customers & Employees
PLYMOUTH ARGYLE: Administrators Push for Akkeron Group Buy-Out Bid
PLYMOUTH LTD: In Administration; Eight Jobs Affected

PRINCIPLE LEISURE: In Administration; Begbies Traynor Seeks Buyer
SNAPPY DESIGNS: Fotopic.net Owner Goes Into Liquidation
SPORT MEDIA: In Administration; BDO LLP Seeks Buyer for Assets


X X X X X X X X

* Upcoming Meetings, Conferences and Seminars


                            *********


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B E L A R U S
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BELARUSBANK: Moody's Cuts Local-Currency Deposit Rating to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded to B3 from B2 the long-term
foreign currency deposit ratings of six Belarusian banks: (i)
Belarusbank, (ii) Belagroprombank, (iii) Belinvestbank, (iv)
Belpromstroibank, (v) Bank Moscow-Minsk and (vi) Minsk Transit
Bank.  Moody's also downgraded to B2 from B1 the local-currency
deposit ratings of the three state-owned banks: Belarusbank,
Belagroprombank, Belinvestbank, and to B1 from Ba3 the local
currency deposit rating of privately owned Bank Moscow-Minsk.  The
local currency deposit rating of Belpromstroibank was affirmed at
Ba3 and the local currency deposit rating of Minsk Transit Bank
was affirmed at B2.  The outlook on B3 long term foreign currency
deposit ratings of all six rated banks is negative, driven by the
negative outlook on foreign currency ceiling for Belarus.  The
outlooks on local currency deposit ratings of five banks
(Belarusbank, Belagroprombank, Belinvestbank, Minsk Transit Bank
and Bank Moscow-Minsk) are negative, whilst the outlook on
Belpromstroibank is stable.

Ratings Rationale

The downgrades were prompted by:

1) The downgrade of the country's foreign-currency deposit ceiling
   to B3 from B2 which affected the foreign currency deposit
   ratings of all rated banks.

2) The downgrade of the Belarus government's debt rating to B2
   from B1 which reflects the negative impact of the country's
   limited capacity to support its banking system, causing the
   repositioning of the country's systemic support indicator (SSI)
   to B2 from B1, which affected the three state-owned banks'
   long-term local currency deposit ratings.

3) Re-assessment of parental support assumptions for Bank Moscow-
   Minsk.

Action on Foreign Currency Deposit Ratings Due to Lowering of
Country Ceiling

The downgrade of all six rated banks' long-term foreign currency
deposit ratings is due to the recent downgrade of the country's
foreign currency deposit ceiling to B3 from B2.  As a result, all
foreign currency deposit ratings remain constrained by the
corresponding ceiling at B3, which reflects moratorium risks on
foreign currency deposits that currently exist in Belarus within
the context of declining foreign currency assets held by the
National Bank of Belarus (NBB).

Local Currency Deposit Ratings

The downgrade of the Belarus government's debt rating has prompted
Moody's to lower Belarus's systemic support indicator (SSI), which
is the measure Moody's uses to determine bank rating uplift due to
systemic support considerations.  The SSI denotes the country's
capacity to provide support to its banking system beyond that
indicated by its own rating level, as it incorporates a range of
tools at its disposal (financial and non-financial).

By lowering Belarus's SSI to B2 from B1, the deposit ratings of
three state-owned banks (Belarusbank, Belagroprombank and
Belinvestbank) were downgraded to B2 from B1.

The downgrade of the long-term local currency deposit rating of
Bank Moscow-Minsk to B1 from Ba3 is driven by the re-assessment of
parental support assumptions from very high to moderate.  Lowering
of the support assumptions was triggered by the possible change of
ownership structure of the bank's parent Bank of Moscow
(Baa2/Prime-2/D, negative), whereby Bank of Moscow is likely to be
eventually controlled by Russia's Bank VTB (Baa1/Prime-2/D-).  If
this materializes, the strategic fit of Bank Moscow-Minsk to the
VTB group may become more questionable because VTB already owns a
bank in Belarus.  Also, VTB's D- BFSR is lower than that of Bank
of Moscow (D) which is currently used as an anchor for parental
support.

The B2 local currency deposit ratings of Minsk Transit Bank and
the Ba3 of Belpromstroibank were affirmed at their current levels.
The rating of Belpromstroibank continues to incorporate (i)
parental support which has been re-assessed from high to very
high; and (ii) systemic support, which has been reassessed from
high to low.  The re-assessment of parental support for
Belpromstroibank is triggered by increased strategic fit of the
bank to its parent Sberbank (A3/Prime-2/D+, stable) and increased
commitment to support its Belarusian subsidiary.  Sberbank is a
majority owner of Belpromstroibank and has announced capital and
funding plans towards the bank.  In addition, Sberbank has
recently increased a liquidity line and it conducts regular
monitoring of Belpromstroibank's liquidity position.

Standalone Bank Financial Strength Ratings

Moody's has affirmed the E+ BFSR of all six rated banks despite
the increasing pressure from the operating environment on the
Belarusian banking system.

The BCAs of five banks (Belarusbank, Belagroprombank,
Belpromstroibank, Bank Moscow-Minsk and Minsk Transit Bank), were
affirmed at B2.  The affirmations of Belarusbank and
Belagroprombank reflect the perceived high importance of these two
banks to the government, given their strong policy roles.  Moody's
continues to believe that the government is likely to provide
significant ongoing capital and liquidity support to these two
banks, thus better positioning them in the event of possible
deterioration in the operating environment.  At the same time, the
BCAs of two foreign-owned subsidiaries (Belpromstroibank and Bank
Moscow-Minsk) benefit from strong ongoing parental support, while
affirmation of the B2 BCA of Minsk Transit Bank is a result of the
bank's strong capital base and good liquidity profile, which place
it favourably to withstand potential stress in the economy without
any ongoing support.

Moody's has lowered the BCA of Belinvestbank to B3 from B2 (which
still maps to an E+ BFSR) because of (i) its weak capital buffer
and low provisioning cushion which may not be sufficient to absorb
credit losses if these were to materially increase, (ii) the
possibility of reduction in ongoing capital and liquidity support
by the government to the bank as the government may consider
disposing of Belinvestbank in the medium term, and (iii) the
higher risk profile of the loan book.  All of these factors
significantly expose Belinvestbank to risks of deterioration in
the operating environment.

Outlooks

The long-term local currency deposit ratings of four rated
Belarusian banks (Belarusbank, Belagroprombank, Belinvestbank,
Minsk Transit Bank) have been assigned negative outlooks to take
account of considerable downside risks reflected in the potential
deterioration in the operating environment which is likely to
affect the Belarusian banking system.  Moody's believes that the
financial fundamentals of the banking system (which are currently
adequate) are likely to come under pressure in the near to medium
term, following the worsening of the country's operating and
macroeconomic environment.

The negative outlook on Bank Moscow-Minsk's local currency deposit
rating is additionally explained by the negative outlook on the
parent's D BFSR.

The stable outlook assigned to Belpromstroibank's long-term local
currency deposit rating takes into account the strong financial
fundamentals of its parent, reflected in Sberbank's Ba1 BCA and
its strong commitment to support the bank despite possible
deterioration in the operating environment which counterbalances
the expected pressure on its standalone financial strength.

The BFSRs of five rated banks carry a stable outlook, while the
BFSR of Belinvestbank, which is perceived to be more weakly
positioned to meet the challenges of worsening operating and
macroeconomic environment, carries a negative outlook.

Bank Ratings Affected by the Rating Action:

Belarusbank:

   * BCA and BFSR affirmed at B2 and E+, respectively;

   * Long-term local currency deposit rating downgraded to B2 from
     B1;

   * Long-term foreign currency deposit rating downgraded to B3
     from B2.

E+ BFSR carries a stable outlook, while long-term ratings carry a
negative outlook.

Belagroprombank:

   * BCA and BFSR affirmed at B2 and E+, respectively

   * Long-term local currency deposit rating downgraded to B2 from
     B1;

   * Long-term foreign currency deposit rating downgraded to B3
     from B2.

E+ BFSR carries a stable outlook, while long-term ratings carry a
negative outlook.

Belinvestbank:

   * BCA lowered to B3 from B2, E+ BFSR is affirmed;

   * Long-term local currency deposit rating downgraded to B2 from
     B1;

   * Long-term foreign currency deposit rating downgraded to B3
     from B2.

All the above ratings carry a negative outlook

Belpromstroibank:

   * BCA and BFSR affirmed at B2 and E+, respectively;

   * Long-term local currency deposit rating is affirmed at Ba3

   * Long-term foreign currency deposit rating downgraded to B3
     from B2.

E+ BFSR and Ba3 long-term local currency deposit rating carry a
stable outlook, while long-term foreign currency deposit rating
carries a negative outlook.

Bank Moscow-Minsk:

   * BCA and BFSR affirmed at B2 and E+, respectively

   * Long-term local currency deposit rating downgraded to B1 from
     Ba3;

   * Long-term foreign currency deposit rating downgraded to B3
     from B2.

E+ BFSR carries a stable outlook while long-term ratings carry a
negative outlook.

Minsk Transit bank:

   * BCA and BFSR affirmed at B2 and E+, respectively;

   * Long-term local currency deposit rating affirmed at B2;

   * Long-term foreign currency deposit rating downgraded to B3
     from B2.

E+ BFSR carries a stable outlook while long-term ratings carry a
negative outlook.

Previous Rating Actions & Principal Methodologies

The principal methodologies used in this rating were Bank
Financial Strength Ratings: Global Methodology published in
February 2007, Incorporation of Joint-Default Analysis into
Moody's Bank Ratings: A Refined Methodology published in March
2007, and Moody's Guidelines for Rating Bank Hybrid Securities and
Subordinated Debt published in November 2009.

Moody's previous rating actions on the three of the six Belarus
banks were implemented on July 14, 2009, when it downgraded the
long-term global local currency (GLC) deposit ratings as follows:
Belarusbank -- to B1 from Ba1; Belagroprombank -- to B1 from Ba1;
and Belinvestbank -- to B1 from Ba2.  At that time, the rating
agency also lowered the BCA of Belarusbank to B2 from B1.

Moody's previous rating action on Belpromstroibank was implemented
on May 14, 2010, when it upgraded the long-term global local
currency deposit rating to Ba3 from B1.

Moody's previous rating action on Bank Moscow-Minsk was
implemented on July 9, 2009, when it downgraded the global scale
long-term local currency rating to Ba3 from Ba2 and assigned a
negative outlook.

Moody's previous rating action on Minsk Transit Bank was
implemented on Nov. 27, 2008, when it has assigned first-time B2
long-term and Not Prime short-term local and foreign currency
deposit ratings and an E+ BFSR.  At that time, a stable outlook
was assigned on all ratings.

All banks affected by the review are headquartered in Minsk,
Belarus:

   * Belarusbank reported unaudited total assets of US$15.1
     billion as of end-September 2010;

   * Belagroprombank reported unaudited total assets of US$8.4
     billion as of end-September 2010;

   * Belpromstroibank reported audited total assets of US$2.9
     billion as of end-December 2010;

   * Belinvestbank reported audited total assets of US$2.5 billion
     as of end-December 2010;

   * Bank Moscow-Minsk reported unaudited total assets of US$538
     million as of end-September 2010; and

   * Minsk Transit bank reported audited total assets of US$237
     million as of end-December 2010.


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B U L G A R I A
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* BULGARIA: 43 Municipal Hospitals May Face Bankruptcy This Year
----------------------------------------------------------------
FOCUS News Agency reports that MP Maya Manolova with the Coalition
for Bulgaria said at parliament that 43 municipal hospitals are at
risk of going bankrupt by the end of the year.

"We learned that the draft budgets of the hospitals are one of the
most severely kept secrets in the state.  At the meeting of the
National Association of the Municipalities in Bulgaria, we
received the exact value of the financing, which makes it clear
that 43 of the municipalities will go bankrupt by the end of the
year," FOCUS News quotes MP Maya Manolova with the Coalition for
Bulgaria as saying.

According to FOCUS News, Ms. Manolova added that these 43
municipalities do not have just few patients and big part of them
have signed contracts for more clinical paths compared to the
previous year, while the revenues they get will be enough only for
salaries but not for medicines and equipment.


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E S T O N I A
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LAULASMAA SPA: Bought Out of Bankruptcy by East Capital
-------------------------------------------------------
Toomas Hobemagi at Baltic Business News, citing Aripaev, reports
that Stockholm-based investment firm East Capital has acquired
hotel and spa property known as Laulasmaa Spa from a bankruptcy
estate.

According to BBN, East Capital believes the spa and hotel sector
has good potential to grow, despite the recent recession.

"The timing is good.  We have a strong pipeline of deals and
expect to make further investments," BBN quotes Biljana Pehrsson,
deputy CEO of East Capital Private Equity, as saying.  "Laulasmaa
Spa is a unique property on a sandy beach front close to Tallinn,
with all the necessary facilities to offer high quality holiday
and spa services."


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G E R M A N Y
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SAPPI LTD: S&P Downgrades Unsecured Debt Rating to 'B'
------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its issue
ratings on the unsecured debt of South African forest product
group Sappi Ltd. to 'B' from 'B+'.  The recovery ratings on the
unsecured debt were revised to '6' from '5'.  The recovery rating
of '6' indicates our expectation of negligible (0%-10%) recovery
in the event of a payment default.

At the same time, Standard & Poor's assigned 'BB' issue ratings to
Sappi's proposed secured US$680 million bond and the new secured
US$350 million revolving credit facility (RCF).  "The new and
proposed secured debt was assigned recovery ratings of '2',
reflecting our view of coverage at the low end of the 70%-90%
range.  The ratings on the new and proposed secured debt are
subject to our analysis of the final documentation," according to
S&P.

The 'BB-/B' corporate credit ratings on Sappi are unaffected.

"The revision of our recovery ratings on Sappi's unsecured debt
reflects the increase in prior-ranking secured debt, which in our
view would leave limited value to Sappi's unsecured creditors in a
default situation.  The unsecured debt consists of US$350 million
currently outstanding on the US$500 million bond due 2012 -- which
will be repaid with the proceeds of the proposed bond -- and
US$221 million outstanding on the US$250 million bond maturing in
2032," S&P said.

The recovery rating on Sappi's existing secured debt remains
unchanged at '2', indicating S&P's expectation of substantial
recovery in the event of a payment default, however, at the low
end of the 70%-90% range.  The issue rating on this debt remains
at 'BB', one notch higher than the corporate credit rating,
according to S&P.

"Importantly, we note that any increase in secured debt from the
present levels or a decrease in our valuation of the group could
cause us to revise the recovery rating on the secured debt to '3'
and the issue rating to 'BB-'.  Sappi's secured debt currently
comprises a EUR209 million RCF to be refinanced with the new
EUR350 million RCF; EUR320 million outstanding on the EUR400
million syndicated bank loan maturing in 2014, of which another
EUR200 million will be repaid from the proceeds of the proposed
bond; a US$300 million bond maturing in 2014; and a EUR350 million
bond maturing in 2014.  After the debt issuance, Sappi's secured
debt will include the new EUR350 million RCF and the proposed
$680 million bond," S&P related.

"We understand that the EUR350 million RCF and the proposed US$680
million bond will be secured and guaranteed and rank pari passu
with the existing senior secured debt.  The new debt will also
benefit from guarantees from Sappi Papier Holding GmbH and other
group subsidiaries," S&P noted.

"Moreover, we understand that the covenants in the documentation
for the new EUR350 million RCF have been relaxed somewhat,
allowing larger disposals, incurrence of debt, and a higher cross-
default threshold, and the capital-expenditure covenant has been
removed.  Importantly, pending our receipt and analysis of the
final documentation, any material changes to the security package
or the terms and conditions of the proposed debt could affect
the ratings," S&P stated.

To calculate recoveries, Standard and Poor's simulates a default
scenario.  "In the case of Sappi, we believe a default would
primarily result from a global recession that leads to weakened
demand in the paper markets and declining revenues, as well as
from refinancing difficulties related to Sappi's debt maturing in
2014, namely the US$300 million and the EUR350 million bonds.  We
also envisage increased capital expenditures, continuing cost
inflation that depresses gross margins, negative working capital
movements, and mounting interest costs that strain the company's
ability to service its debt," S&P pointed out.

"We value Sappi as a going concern because we believe there would
still be demand for the company's products.  Our valuation is
based on a combination of discounted cash flows and market
multiples.  We estimate the stressed enterprise value to be about
US$3.1 billion at our hypothetical point of default in 2014," S&P
said.

"After deducting priority liabilities of about US$1.6 billion--
comprising enforcement costs, finance leases, pension liabilities,
structurally senior South African rand-denominated notes, asset-
backed facilities, and other structurally senior secured bank
borrowing--we calculate a net stressed enterprise value of about
US$1.4 billion.  Although coverage for the secured debt has
decreased significantly in our revised scenario, we believe it
would remain substantial, but at the low end of the 70%-90% range.
This is consistent with a recovery rating of '2' and an issue
rating of 'BB'," S&P explained.

"This would in our opinion leave negligible value (0%-10%) for the
unsecured debtholders, equating to a recovery rating of '6' and an
issue rating of 'B'.  Our revision of the recovery ratings on
Sappi's unsecured debt highlights the high volatility of
subordinated debt cover in complex capital structures such
as Sappi's," S&P said.

"We stress that the recovery ratings are vulnerable to a further
increase in Sappi's secured debt or any decrease in our stressed
enterprise valuation," S&P added.


SAPPI PAPIER: Moody's Rates Senior Secured Notes at '(P)Ba2'
------------------------------------------------------------
Moody's Investors Service affirmed the Ba3 Corporate Family Rating
of Sappi Limited and assigned a provisional (P)Ba2 rating to the
proposed senior secured notes worth US$680 million to be issued by
Sappi Papier Holding GmbH in two series due 2018 and 2021
respectively.  The rating outlook has been changed to positive
from stable.

The ratings on Sappi's existing senior secured and senior
unsecured debt remain unchanged, though Moody's expect minor
changes to the respective LGD rates.  The rating on the US$500
million global bond maturing in 2012 is expected to be withdrawn
following repayment from the issuance proceeds.  This rating
action assumes a successful placement of the envisaged additional
bonds which provides Sappi with an improved debt maturity profile
and which Moody's has incorporated into its analysis.

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

Ratings Rationale

The affirmation of the Ba3 CFR reflects the considerable
turnaround in Sappi's operating performance and credit metrics
from the trough levels in 2009.  Moody's note that the recovery
has in particular been driven by the group's South African and
North American operations, which benefited from improved product
pricing, higher demand levels and high pulp prices given the
group's long position in pulp in these regions.  Current credit
metrics such as RCF/Net debt in the high teens and EBITDA margins
around 12% position the company with some headroom in its current
rating category.

The positive outlook is based on Moody's expectation that the
rating could be upgraded over the next quarters should Sappi be
able to sustain recent improvements in particular in its North
American fine paper and South African forest and pulp operations
as Moody's might have reached peak conditions in these regions.
With the European operations still lagging the recovery observed
in the other divisions, the positive outlook also considers the
potential for a clearly improved market balance following the
announced restructuring measures.  These measures could include
the planned closure of 500,000 tonnes of fine paper capacity and
by thus remove a large part of the structural overcapacity in the
European market.  The positive outlook also reflects the proactive
approach in managing the group's debt maturity profile if
implemented as announced.

Moody's notes however that despite the turnaround in Sappi's
performance achieved so far, the company remains exposed to some
structural challenges in the paper industry as the secular demand
decline trend for paper continues unabated.  In addition, elevated
input costs, which potentially will rise further, remain a burden
for profitability levels going forward, if companies are not able
to pass these on to customers in a timely fashion.  Also, Moody's
caution that there are costs related to the announced
restructuring measures that will burden profitability in the short
term before any benefits on the back of a tighter demand and
supply balance will filter through.

The ratings could be upgraded over the next quarters should Sappi
be able to sustain recent improvements in credit metrics through
further improvements in particular in the European division, such
as RCF/ debt above 15% and EBITDA margins above 12% as well as
continued positive free cash flow generation.

Downward pressure would likely be exerted on the rating if Sappi's
operating performance and cash flow generation were to deteriorate
substantially, resulting in a weakening of existing credit
metrics, such as EBITDA dropping to the single digit percentages,
RCF/Debt falling towards the single digits, or EBITDA-Capex to
interest expense below 1.0x.

The proceeds of the notes issuance will be used to repay the
remaining portion of the US$500 million bond due in 2012, of
which, following a tender offer earlier this year, US$350 million
are still outstanding.  The remainder will be applied towards a
partial repayment of approximately EUR200 million under the OeKB
term loan facility and to cover transaction related fees and
expenses.  In addition, Moody's note that Sappi has replaced the
EUR209 million existing revolving credit facility, which was set
to mature in 2012, with a new EUR350 million facility maturing in
2016.

The (P)Ba2 (LGD 3, 38%) rating assigned to the senior secured
notes is one notch above the company's Ba3 CFR and reflects the
relative seniority and security package of the new instruments in
Sappi's capital structure.  The proposed notes benefit from the
same guarantee and security package as Sappi's existing senior
secured debt, including the EUR300 million and USD350 million
senior secured notes maturing 2014, the remaining portion of the
OeKB term loan, the new revolving credit facility as well as
certain other indebtedness.

These aforementioned instruments benefit from upstream guarantees
on a senior basis of essentially all material operating
subsidiaries of Sappi's international business, excluding South
African operations.  In addition, these instruments are partially
secured as they benefit from a first-lien security interest in
certain of Sappi's subsidiaries' property, plant and equipment,
real estate and inventories, as well as share pledges on the stock
of certain of Sappi's operating subsidiaries.  Furthermore, the
notes will benefit from a senior downstream guarantee provided by
the ultimate holding company Sappi Ltd.

The ratings of the existing USD250 million global bond due 2032
issued by the holding company Sappi Papier Holding GmbH have been
affirmed at B2.  The instrument is rated two notches below the CFR
reflecting the effective subordination relative to the
considerable amount of senior secured debt ranking ahead in the
capital structure with a closer proximity to operating cash flows
and assets.  The notes only benefit from a downstream guarantee by
the ultimate holding company Sappi Ltd. on an unsecured basis.

Adjustments:

   Issuer: PE Paper Escrow GmbH

   * Senior Secured Regular Bond/Debenture, Downgraded to LGD3,
     38% from LGD2, 28%;

   * Senior Secured Regular Bond/Debenture, Downgraded to LGD3,
     38% from LGD2, 28%;

   Issuer: Sappi Papier Holding GmbH

   * Senior Secured Bank Credit Facility, Downgraded to LGD3, 38%
     from LGD2, 28%;

   * Senior Unsecured Regular Bond/Debenture, Downgraded to LGD6,
     94% from LGD6, 91%

Assignments:

   Issuer: Sappi Papier Holding GmbH

   * Senior Secured Regular Bond/Debenture, Assigned (P)Ba2

   * Senior Secured Regular Bond/Debenture, Assigned (P)Ba2

Outlook Actions:

   Issuer: PE Paper Escrow GmbH

   * Outlook, Changed To Positive From Stable

   Issuer: Sappi Limited

   * Outlook, Changed To Positive From Stable

   Issuer: Sappi Papier Holding GmbH

   * Outlook, Changed To Positive From Stable

The principal methodologies used in this rating were Global Paper
and Forest Products published in September 2009, and Loss Given
Default for Speculative-Grade Non-Financial Companies in the U.S.,
Canada and EMEA published in June 2009.

Domiciled in Johannesburg, South Africa, and with group sales of
US$6.8 billion during the last twelve months ending December 2010,
Sappi Ltd. is among the leading global producers of coated fine
paper and chemical cellulose.


TV-LOONLAND AG: M4E Acquires TV-Loonland's Back Catalogue
---------------------------------------------------------
C21Media reports that German distribution and licensing group M4E
has taken over the back catalogue of insolvent children's company
TV-Loonland AG.

C21Media discloses that the TV-Loonland library comprises 1,400
episodes of animated and live-action programming, including The
Cramp Twins, Babar (2D), Mowgli - The New Adventures of the Jungle
Book, Little Ghosts, The Beginner's Bible, Connie the Cow and Yvon
of the Yukon.

The deal, according to C21Media, gives M4E a total catalogue of
over 900 hours of children's programming.  It will oversee
international distribution alongside its Benelux subsidiary
Telescreen.

According to C21Media, M4E CEO Hans Ulrich Stoef said the deal was
significant particularly in relation to the group's digital and
online strategy.  "Along with our new original productions and
latest acquisitions, the TV Loonland library will give us a very
balanced portfolio of rights for the national and international
markets," C21Media quotes Mr. Stoef as saying.

As reported in the Troubled Company Reporter-Europe on March 8,
2010, the Munich insolvency court instituted insolvency
proceedings for TV-Loonland AG on March 1, 2010.  The decision was
forwarded to TV-Loonland on March 4, 2010.  As a result, the power
of disposition was transferred to the administrator Wolfgang Ott,
who had been previously appointed as preliminary administrator.
The CEO of TV-Loonland filed for insolvency on Nov. 30, 2009.

TV-Loonland AG is a German producer of family and children
television programs.


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


DRYSHIPS INC: Ocean Rig to Offer US$500-Mil. of Unsecured Bonds
---------------------------------------------------------------
DryShips Inc. announced on April 4, 2011, that its majority-owned
subsidiary Ocean Rig UDW Inc. intends to offer through a private
placement, subject to market and other conditions, approximately
$500 million of Senior Unsecured Bonds due 2016.  The offering
will be made to Norwegian professional investors and eligible
counterparties as defined in the Norwegian Securities Trading
Regulation 10-2 to 10-4, to non-United States persons in offshore
transactions in reliance on Regulation S under the Securities Act
of 1933, as amended and in a concurrent private placement in the
United States only to qualified institutional buyers pursuant to
Rule 144A under the Securities Act.

The proceeds of the offering are expected to be used to finance
Ocean Rig's newbuilding drillships program and general corporate
purposes.

The Bonds have not been registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered
or sold in the United States or to or for the benefit of U.S.
persons unless so registered except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable securities laws in other
jurisdictions.

                       About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips's common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

The Company's balance sheet at Sept. 30, 2010, showed
US$5.80 million in total assets, US$1.90 million in total current
liabilities, US$1.10 million in total noncurrent liabilities, and
stockholders' equity of US$2.80 million.

On Nov. 25, 2010, DryShips Inc. entered into a waiver letter for
its US$230.0 million credit facility dated Sept. 10, 2007, as
amended, extending the waiver of certain covenants through
Dec. 31, 2010.

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to US$761.4 million.


DRYSHIPS INC: Reports US$101.86MM Net Income in 2010 4th Qtr
------------------------------------------------------------
DryShips Inc. reported net income of US$101.86 million on
US$215.82 million of revenue for the three months ended Dec. 31,
2010, compared with net income of US$9.60 million on US$196.43
million of revenue for the same period during the prior year.  The
Company also reported net income of US$190.45 million on US$859.74
million of revenue for the year ended Dec. 31, 2010, compared with
a net loss of US$13.74 million on US$819.83 million of revenue
during the prior year.

The Company's balance sheet at Dec. 31, 2010 showed US$6.98
billion in total assets, US$3.08 billion in total liabilities, and
US$3.90 billion in total equity.

A full-text copy of the press release announcing the financial
results is available for free at http://is.gd/OCvq8o

                        About DryShips Inc.

Based in Greece, DryShips Inc. -- http://www.dryships.com/--
-- owns and operates drybulk carriers and offshore oil
deep water drilling units that operate worldwide.  As of September
10, 2010, DryShips owns a fleet of 40 drybulk carriers (including
newbuildings), comprising 7 Capesize, 31 Panamax and 2 Supramax,
with a combined deadweight tonnage of over 3.6 million tons and
6 offshore oil deep water drilling units, comprising of 2 ultra
deep water semisubmersible drilling rigs and 4 ultra deep water
newbuilding drillships.

DryShips' common stock is listed on the NASDAQ Global Select
Market where it trades under the symbol "DRYS".

On November 25, 2010, DryShips Inc. entered into a waiver letter
for its US$230.0 million credit facility dated September 10, 2007,
as amended, extending the waiver of certain covenants through
Dec. 31, 2010.

As reported in the Troubled Company Reporter on Sept. 29, 2010,
the Company said it is currently in negotiations with its lenders
to obtain waivers, waiver extensions or to restructure its debt.
As of June 30, 2010, the Company's theoretical exposure (current
portion of long-term debt less cash and cash equivalents less
restricted cash) amounted to US$761.4 million.


HELLENIC TELECOMMUNICATIONS: S&P Retains 'BB' Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said its 'BB' long-term
corporate credit rating on Greek telecom operator Hellenic
Telecommunications S.A. (OTE) remains on CreditWatch, where it was
placed, with negative implications, on Dec. 6, 2010.
The 'B' short-term rating was affirmed.

At the same time, Standard & Poor's assigned its 'BB' issue rating
to OTE's proposed senior unsecured notes and placed it on
CreditWatch negative.

"The rating actions reflect our view that OTE's operating
prospects have not meaningfully deteriorated since we lowered the
rating on March 8, 2011, despite the downgrade of Greece a few
days ago," said Standard & Poor's credit analyst Matthias Raab.

"At this point, the one-notch differential between the long-term
rating on OTE and that on the Greek sovereign reflects our opinion
that OTE currently carries a lower debt restructuring risk than
the sovereign," said Mr. Raab.  "This is owing to our view of
OTE's high, but not excessive, financial leverage and our
expectation that OTE will generate modest free cash flow over
the next 24 months.  In addition, we believe that OTE's proposed
notes could help it maintain its currently "adequate" liquidity
profile."

"In our base-case forecast for 2011, we anticipate continually
strong economic pressures in the Hellenic Republic (Greece; BB-
/Watch Neg/B), with real GDP likely to contract by about 3.5%.  We
expect this to have a direct adverse influence on OTE's operations
and financial profile.  In particular, we believe that OTE's
earnings may deteriorate in 2011 at similar rates as in 2010, if
not quicker, and that free operating cash flow (FOCF) will weaken
further, due, among other things, to the payment of an
extraordinary pension liability," S&P said.

FOCF totaled EUR393 million in 2010, down from EUR596 million in
2009.  These factors would likely translate into a mechanical
worsening of the company's credit measures, namely, to the high
end of the 3.0x-3.5x debt-to-EBITDA range and to the low end of
the 20%-25% range for the ratio of adjusted funds from operations
to debt.  "In both cases, we consolidate in our analysis OTE's
Romanian subsidiary RomTelecom on a proportional basis.  We see
that OTE has relatively large debt maturities in the coming years
and that the proceeds from the notes issue would address some of
the 2011 and 2012 debt maturities," S&P noted.

"We expect to review our ratings on OTE within the next three
months," S&P said.

"Given that OTE generates the majority of its revenues and EBITDA
in Greece, we believe it is significantly exposed to the country's
economic deterioration and the risk of further tax and pension
levies.  Consequently, depending on our medium-term economic and
fiscal expectations for Greece, we might revise our operational
and financial expectations for OTE for 2011-2012," according to
S&P.

"We would likely lower the ratings if we see, in particular,
further deterioration of the Greek economy or if OTE were
unsuccessful in placing the notes and its operating performance
weakened more than we currently expect in our base-case
assessment," Mr. Raab added.

"Further sovereign rating downgrades could also exert pressure on
the rating, in our opinion.  We believe, at this stage, that the
rating on OTE can be higher than that on the sovereign, given
OTE's current business positions and financial risk profile and
our perception of remote debt-restructuring risks.  We nonetheless
anticipate that our assessment of these factors could rapidly
evolve amid the current economic and financial market dynamics.
At present, we cannot rule out further downside to the long-term
corporate credit rating on OTE.  We could also lower the rating if
Deutsche Telekom's commitment to its investment in OTE appears to
be weakening," S&P stated.

"We believe that OTE's management of its liquidity over the next
two quarters--notably to cover its 2012 debt maturities--will also
be an important factor in our CreditWatch resolution," S&P added.


MARFIN INVESTMENT: S&P Cuts Long-Term Corp. Credit Rating to 'B+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Greece-based investment holding company Marfin
Investment Group Holdings S.A. (MIG) to 'B+' from 'BB'.  "At the
same time, we affirmed the short-term corporate rating on
Marfin at 'B'.  The outlook is negative," S&P said.

"The rating actions follow our downgrade of Greece on March 29,
2011," said Standard & Poor's credit analyst Eric Tanguy.  "We
believe that the downgrade of the sovereign, together with a
challenging economic and financial environment in Greece, will
negatively effect MIG's underlying operations as well as the
valuations of MIG's holdings."

Mr. Tanguy continued: "We also see a risk that MIG will have to
support its weaker holdings through cash infusions in 2011,
increasing net debt at the MIG level.  The rating actions also
reflect our understanding that the group is planning to adopt a
much more aggressive financial policy and overall strategy."

The ongoing recessionary environment in Greece is reflected in the
weak operating performance of most of MIG's portfolio companies.
The group generated consolidated EBITDA from continuing operations
of negative EUR157 million in 2010 (of which negative EUR57
million related to extraordinary one-off charges and negative
EUR169 million from impairments to its investment properties
portfolio).  This compares with consolidated EBITDA of positive
EUR79 million in 2009.

On March 23, 2011, MIG announced plans for new convertible debt
and equity totaling EUR941 million.  "We anticipate that the funds
will be used for investment, significantly increasing the total
size of the investment portfolio, net debt, and ultimately the
loan-to-value (LTV) ratio.  We regard this as a significant and
negative shift in MIG's strategy.  In our view, these plans
introduce meaningful execution risk and represent a much more
aggressive strategy and financial policy focused primarily on
shareholder value.  We foresee a risk that the LTV ratio, adjusted
for guaranteed debt, will increase from about 15% currently to
over 30% in the medium term," S&P said.

"We could lower the rating on MIG if leverage were to increase
beyond what we consider commensurate with the current ratings.  We
see the risk of an increase in leverage relating primarily to
MIG's adoption of an even more aggressive investment strategy.
Downside rating risk could stem from falling asset values,
defensive cash infusions into the current portfolio, the relative
qualities of new assets to be acquired, or a combination of all
those factors," S&P noted.

Any further downward rating movements on the Greek sovereign are
also likely to put downward pressure on the ratings on MIG.

"Alternatively, we could revise the outlook to stable if economic
conditions in Greece were to stabilize and if the group were to
adopt and sustain a less aggressive operational and financial
strategy," S&P stated.


RIDENCO COMMERCIAL: Reconciliation Period May Be Extended
---------------------------------------------------------
Woodland Designs Plc would like to inform the investing public
that the reconciliation period of article 99 of the Greek Law
3588/2007 for Ridenco Commercial SA, which concerns official
negotiations of it with its creditors, expires on April 16, 2011,
and pursuant to the provisions of the Greek Law, it might be
extended for one more month following the submission of an
application by the mediator, with a court decision.

The negotiations between Ridenco Commercial SA and its main
creditors, banks in Greece continue within the framework of the
reconciliation procedure and according to an announcement of
Ridenco Group to the Athens Stock Exchange, there are serious
possibilities for the achievement of an agreement.

It is reminded that the liquidity of the holding company has been
affected by the delays for the debt service from the commercial
cooperation with Ridenco Commercial SA, while the continuance of
the activities of Woodland Group in the future largely depends on
the achievement of an agreement with the creditors.

Ridenco Commercial SA is a commercial enterprise based in Athens.
The Company is active in the import, wholesale and retail trade of
clothing, footwear, sportswear, apparel and cosmetics.  It has the
exclusive representation of the foreign houses Timberland and
Nautica in Greece, Cyprus, Turkey, Romania, Italy, Spain, Czech
Republic and Hungary, La Martina in Greece and Cyprus, as well as
Five Fingers and Le Duke in Greece.  The Company offers these
products through the operation of single- and multi-line stores.
As of Dec. 31, 2009, Ridenco SA's store network in Greece
comprised of 42 stores, one outlet department store, 10 franchise-
type collaborations, and 46 corners inside department stores.  The
Company also offers consulting services for the support of stores
operation and retail sales, as well as merchandising services.


TITAN CEMENT: S&P Cuts Long-Term Corporate Credit Rating to 'BB'
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered the long-term
corporate credit and issue ratings on Greek heavy materials
manufacturer Titan Cement Co. S.A. (Titan) to 'BB' from
'BB+'.  The short-term rating is unchanged at 'B'.  The long-term
corporate credit and issue ratings remain on CreditWatch, where
they were originally placed with negative implications on Dec. 7,
2010.

"The downgrade reflects our view that Titan's business risk
profile, which we assess as fair, has been weakened by its
exposure to the declining credit quality of its home market of
Greece, while a number of its other core markets are weak or
troubled," said Standard & Poor's credit analyst Terence Smiyan.
Titan is exposed to North African markets that are currently
experiencing political upheaval or conflict, and south eastern
European markets that remain depressed.

"The CreditWatch negative placement continues to reflect our view
that a further weakening of Greece's credit quality could have
negative consequences for the rating on Titan," added Mr. Smiyan.
Titan's home market remains significant in the group's geographic
spread and accounted for about 32% of group sales and 28% of
EBITDA in 2010, including exports.  "In this market, we believe
that consumer confidence, the availability of credit, interest
rates, GDP projections, and tax levels, among other things, remain
important factors determining Titan's future performance.  These
factors are likely to be severely affected if there is a further
reduction in the probability of nongovernmental sovereign
bondholders being paid both in full and on time," S&P related.

"In the past, Titan has demonstrated a sound ability to export a
meaningful stake of its excess production, providing a key outlet
for its spare capacity should domestic Greek volumes continue to
decline as we anticipate.  However, we now give less weight to
this credit support, due to the significantly lower margins
generated by export sales, as well Titan's high proportion of
high-risk destination markets, Libya in particular," S&P noted.

"We have revised downward our forecast for Titan's 2011
performance because we believe that industry conditions will
remain difficult throughout the year, due to a shaky recovery in
volumes, combined with increasing pressure on prices.
Nevertheless, we believe that Titan will maintain ratios that we
consider adequate for the current ratings, with credit metrics
commensurate with a financial risk profile that we assess as
significant," S&P said.

"We could lower the ratings if conditions in Greece, or in Titan's
other markets, continue to deteriorate.  We could also take a
negative rating action if credit metrics were to drop below the
levels that we currently anticipate, for example, FFO to debt of
less than 20%," S&P related.

"In our view, ratings upside is remote at this stage, given the
significant uncertainty that remains over the evolution of the
ratings on Greece," S&P added.


=============
H U N G A R Y
=============


* HUNGARY: MTA Research Institutions Face Funding Woes
------------------------------------------------------
The Budapest Business Journal reports that research institutions
of the Hungarian Academy of Sciences are facing liquidity
problems.

According to BBJ, Jozsef Palinkas, president of the Hungarian
Academy of Sciences, said in an interview with political daily
Magyar Nemzet that the entire Hungarian R&D sector can be
endangered if the research institutions declare bankruptcy.

BBJ relates that Mr. Palinkas told Magyar Nemzet both researchers
of the Hungarian Academy of Sciences (MTA) and universities are
placed in a very difficult situation after R&D funds have been
blocked.  He added that it means a HUF2.5 billion gap in the MTA's
budget to be filled, BBJ notes.

Mr. Palinkas, as cited by BBC, said in cases where research work
has alreday started based on signed contracts, it would be
necessary to continue the payments.


===================
K A Z A K H S T A N
===================


BANK OF KAZAN: Fitch Withdraws 'B-' LT Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed and simultaneously withdrawn Russia-
based LLC CBED Bank of Kazan's (BoK) ratings, including its Long-
term Issuer Default Rating (IDR) of 'B-' with a Stable Outlook.
Fitch has withdrawn the ratings as BoK has chosen to stop
participating in the rating process.  Fitch will no longer have
sufficient information to maintain the ratings.  Accordingly,
Fitch will no longer provide ratings or analytical coverage for
BoK.

BoK's IDRs are driven by the potential for support from the Kazan
City ('B+'/Negative) administration, which directly controls 81%
of BoK.  The Individual Rating reflects BoK's small size, narrow
franchise, concentrated balance sheet and relatively low level of
loss absorption capacity.

BoK operates in Kazan, the capital of the Republic of Tatarstan.
It focuses mainly on servicing municipally-owned companies and
local businesses.

The rating actions are as follows:

   -- Long-term foreign currency IDR: affirmed at 'B-'; Outlook
      Stable; withdrawn

   -- Short-term foreign currency IDR: affirmed at 'B' and
      withdrawn

   -- Individual Rating: affirmed at 'E' and withdrawn

   -- Support Rating: affirmed at '5' and withdrawn

   -- National Long-term rating: affirmed at 'BB(rus)'; Outlook
      Stable; withdrawn


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


KION FINANCE: Moody's Assigns '(P)B2' Rating to EUR400-Mil. Notes
-----------------------------------------------------------------
Moody's Investor's Service assigned a (P) B2 rating to the
approximately EUR400 million senior secured notes due in 2018 to
be issued by KION Finance S.A.  At the same time, the rating
agency assigned a B3 Corporate Family Rating and a Caa1
Probability of Default Rating to KION Group GmbH.  The outlook for
all ratings is stable.  This is a first time rating for KION.

Moody's issues provisional ratings for debt instruments in advance
of the final sale of securities or conclusion of credit
agreements.  Upon a conclusive review of the final documentation,
Moody's will endeavor to assign a definitive rating to the rated
capital instruments.  A definitive rating may differ from a
provisional rating.

Assignments:

   Issuer: Kion Finance S.A.

   * Senior Secured Regular Bond/Debenture, Assigned a range of 24
     - LGD2 to (P)B2;

   * Senior Secured Regular Bond/Debenture, Assigned a range of 24
     - LGD2 to (P)B2;

   * Probability of Default Rating, Assigned Caa1;

   * Corporate Family Rating, Assigned B3.

Ratings Rationale

Kion Finance currently plans to issue approximately EUR400 million
in senior secured notes.  The company is incorporated in
Luxembourg as a special purpose vehicle created solely for the
purpose to issue the proposed senior secured notes to finance a
term loan facility in the same amount to Linde Material Handling
GmbH, a wholly-owned subsidiary of KION.  The terms of the Notes
Credit Facility will be recorded as facility H under KION's Senior
Facility Agreement.  KION will use the funds raised to pay down
existing first lien debt and to improve its debt maturity
structure.  Moody's understands that the Notes will be subject to
standard high yield incurrence based covenants and Noteholders
will indirectly benefit from the first ranking security including
upstream guarantees from KION's major subsidiaries.  However,
Moody's notes that the holders of the notes will have only
indirect recourse to the borrower of facility H so that in an
enforcement scenario they would have to enforce the security
interests in the Notes Credit Facility, and subsequently enforce
the collateral granted in favor of the Notes Credit Facility.

The B3 Corporate Family Rating rating balances (i) KION's strong
global position in the market for forklift trucks and material
handling equipment, (ii) the balancing effect resulting from well
diversified end markets and (iii) the continued shareholders'
commitment evidenced by granting a EUR100 million PIK loan during
the crisis with (iv) a high debt burden resulting from the LBO in
2006, (v) the cyclicality of the business but with a relatively
stable service business, (vi) a continued cash burn in 2010
partially due to high interest payment and cash outflow for
restructuring and (vii) a low share of revenues generated outside
of Europe but with strong market positions e.g. in China for
trucks in the higher quality segment where the company is no.1 of
international competitors or in Brazil where they are no 2.
KION's liquidity position is considered to be solid, cash and
availability under the revolving credit facility are estimated to
be sufficient to cover expected liquidity needs, headroom under
the financial covenants is sufficient and is currently expected to
remain sufficient.  However, given the company's high leverage
(17.4x Debt/EBITDA in 2010 as adjusted by Moody's and based on
Moody's captive finance methodology), which is expected to improve
during 2011 primarily driven by increasing EBITDA.  The rating is
prospective and is underpinned by the strong business profile and
group's ongoing restructuring plan "KIARA" which now aims to turn
the more short-term effects from actions taken during the crisis
into sustainable improvements.

In its liquidity analysis, Moody's assumed KION's liquidity needs
for 2011 estimated to amount about EUR350 million, to be well
covered by EURO 250 million available cash, funds from operations
expected to reach EUR200 million and EUR241 million availability
under the EUR300 million revolving credit facility, which matures
in December 2013.  Moody's notes that the bank credit facilities
are subject to financial covenants with currently substantial
leeway.

Structural Considerations - Moody's has assigned a Corporate
Family Rating (CFR) of B3 and a probability of default rating
(PDR) of Caa1 to KION.  The PDR is one notch below the CFR,
reflecting the expected recovery rate of 65% assumed by Moody's
typically for an all bank loan capital structure.  This reflects
Moody's view that the senior secured on-lending of the proceeds
from the notes issuance establishes a claims position for the
note-holders that is broadly equivalent to that of existing
lenders under KION's Senior Facility Agreement.  In Moody's loss
given default assessment Moody's have ranked the new Senior
Secured Notes to be issued by Kion Finance as well as the trade
payables in line with the first lien debt.  Albeit the indirect
legal structure used in this case -- issuance of the notes via an
SPV, on-lending the funds raised into the group as a new facility
under the existing Senior Facilities Agreement -- somehow weakens
the position of the Noteholders with regard to active management
in a default scenario, Moody's notes that the Noteholders are pari
passu with the other First Lien Lenders.  The (P) B2-instrument
rating assigned to the notes (LGD2, 24%) reflects the preferred
status against the other financial liabilities.  Given that the
EUR201 million second lien debt still benefits from the security
package it gets a higher rank in the debt waterfall than the
remaining unsecured debt comprising the liabilities under finance
leases, net pension obligations and local debt at subsidiary
level.

The outlook on the ratings is stable.  This mirrors the fact that
the currently running second wave of KION's restructuring program
"KIARA" will limit the company's capacity to materially reduce its
net debt position.  A turnaround of the recent trend of debt
increases, however, could assist in improving the financial
condition of the franchise and therefore would be a precondition
for considering a positive move of the rating.

Upside rating pressure could build if Kion would be able to
sustainably reduce its debt load towards the level seen in 2007,
supporting a reduction of leverage below 7x Debt/EBITDA (all
metrics as adjusted by Moody's).  In addition, a B2 Corporate
Family Rating would require operating margin to improve to high
single digits, interest cover above 1.5x EBIT/interest expense and
free cash flow coverage to reach 2% of debt, all on a sustainable
basis.

Likewise downward pressure would build if the company is unable to
reap the benefits of its restructuring program, if the increase in
net debt continues, if interest cover remains below 1.0x or if the
headroom under the financial covenants becomes a concern to
Moody's.

The principal methodology used in rating KION and Kion Finance was
Moody's Global Heavy Manufacturing Rating Methodology, published
in November 2009 and available on www.moodys.com in the Rating
Methodologies sub-directory under the Research & Ratings tab.
Other methodologies and factors that may have been considered in
the process of rating this issuer can also be found in the Rating
Methodologies sub-directory on Moody's Web site.

KION Group GmbH, headquartered in Wiesbaden, is an international
producer of forklift trucks and material handling equipment with
more than 100 years of corporate history.  The group, which has 18
production sites including hydraulics and components globally was
spun-off from Linde AG in 2006, follows a multi-brand strategy,
holds a market-leading position in its business in Europe and
ranks second on a global basis.  During 2010 it generated revenues
of EUR3.5 billion with a workforce of around 20,000 employees.


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


DIVERTA: Expects to Keep Steady Turnover This Year
--------------------------------------------------
Irina Popescu at romania-insider.com reports that the operator of
the Diverta bookstores chain, which posted a turnover of EUR21
million last year, expects to at least maintain this level for
this year, according to Casa de Insolventa Transilvania, the
judiciary administrator of Diverta.

romania-insider.com relates that the retail chain, currently in
insolvency, reduced its operating costs by 35% in 2010, by
renegotiating rent, reducing fixed costs and moving the
headquarter in its own buildings.  Diverta also closed 13 stores
last year and opened other two, the report notes.

Currently, says romania-insider.com, Diverta has 50 stores and in
2011, it aims to open new stores, the decision depending on rent
level and traffic scale.

romania-insider.com relates that Diverta is currently working with
Casa de Insolventa Transilvania at a network reorganization plan,
which could be submitted in early May 2011.

As reported in the Troubled Company Reporter-Europe on May 31,
2010, ZiarulFinanciar said Octavian Radu, Diverta's owner, filed
for insolvency with a view to its judicial reorganization.  The
court-appointed administrator is Casa de Insolventa Transilvania
(Transylvania Insolvency Firm).  "Diverta's debts top EUR10
million and this is why we chose to go in judicial reorganization.
The current conditions of the economy and the inflexibility of
developers (i.e. the shopping centers where Diverta has stores
opened) have given rise to the current cash flow problems," Ziarul
Financiar quoted Diverta CEO Amalia Buliga as saying.

Based in Romania, Diverta is a distributor of an extensive range
of products, including books, music, movies, toys, video games, IT
and stationery.  Diverta is part of the RTC holding, owned by
Romanian investor Octavian Radu.


WORLD TRADE CENTER: Fondul Proprietatea Files Insolvency Petition
-----------------------------------------------------------------
Mediafax reports that Romanian investment fund Fondul Proprietatea
has asked the Bucharest Court to start insolvency procedures
against the World Trade Center in Bucharest.

The Proprietatea fund filed the request on April 4, claiming a
debt from the business center where it holds a 19.9% stake,
Mediafax says, citing court records.

The first hearing has been set for June 21, Mediafax discloses.


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


OTP OJSC: Fitch Rates RUB2.5-Bil. Bond Series-02 at 'BB'
--------------------------------------------------------
Fitch Ratings has assigned OJSC OTP Bank's RUB2.5 billion senior
unsecured bond issue series-02 a final Long-term rating of 'BB'
and National Long-term rating of 'AA-(rus)'.

The issue has a 8.25% coupon rate and matures in March 2014.

OJSC OTP Bank ('BB'/Negative) is a mid-sized Moscow-based retail
bank, ranked 39th by assets at end-2010.  The bank is 95.8% owned
by OTP Plc (Hungary).


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


EMPRESAS BANESTO: Corrects Text in Feb. 21 Release
--------------------------------------------------
Moody's Investors Service issued a correction to Text, Feb. 21,
2011 Release: Moody's assigns P-ratings to granular SME CDO Notes
issued by Empresas Banesto 1, FTA

Revised release follows.

Moody's assigned provisional ratings to four series of Notes
issued by Empresas Banesto 1, Fondo de Titulizacion de Activos:

   * EUR800M Series A2 Note, Assigned (P)Aaa (sf);

   * EUR70M Series B Note, Assigned (P)A3 (sf);

   * EUR35M Series C Note, Assigned (P)B1 (sf);

   * EUR35M Series D Note, Assigned (P)Ca (sf).

Ratings Rationale

Empresas Banesto 1 is a securitization of loans mainly granted to
small-and medium-sized enterprise (SME) by Banco Espanol de
Credito.  Banesto is the Servicer of the loans while Santander de
Titulizacion S.G.F.T., S.A. is the Management Company.

The transaction closed in October 2007 and was initially not rated
by Moody's.  The initial notes balance issued at closing (shown
above next to the assigned rating) amounted to EUR940 million.
The outstanding notes balance as of the last payment date in
December 2010 amounts to EUR473.9 million.

Moody's rating analysis of the notes is based on the transaction
structure after the last payment date in December 2010.  The next
payment date will take place in March 2011.

The pool of underlying assets was, as of November 2010, composed
of a portfolio of 4,192 contracts (originated between 1996 and
2007), granted to 3,748 obligors located in Spain.  The Portfolio
has a weighted average seasoning of 4.8 years and a weighted
average remaining term of 5.6 years. Around 36.6% of the
outstanding of the portfolio is secured by first-lien mortgage
guarantees over different types of properties (mainly residential
and commercial).  All the figures are calculated on the
outstanding amounts of loans with arrears less than 12 months.

According to Moody's, this deal benefits from several credit
strengths, such as a relatively low concentration in the Building
and Real Estate sector for the Spanish market (around 22.7% in the
pool according to Moody's industry classification), approximately
15% of the assets amount represented by corporate names, over half
of the pool is covered by a first lien mortgage guarantee (around
51%), 100% of the loans are fully amortizing and a strong swap is
in place paying 3m Euribor plus a 0.60% spread.

Moody's notes that the transaction features some credit
weaknesses, among others the low granularity of the portfolio of
loans (with an Effective Number of 181).  Moody's also notes the
exposure to commingling risk mitigated somewhat by the fact that
the Servicer transfers collections every two days to the Treasury
account in the name of the SPV.

These characteristics were reflected in Moody's analysis and
ratings, where several simulations tested the available credit
enhancement and reserve fund (as of December 2010) to cover
potential shortfalls in interest or principal envisioned in the
transaction structure.

Moody's Investors Service received and took into account a third
party due diligence report on the underlying assets or financial
instruments in this transaction and the due diligence report had a
neutral impact on the rating.

Moody's analysis focused primarily on (i) an evaluation of the
underlying portfolio of loans; (ii) historical performance
information and other statistical information; (iii) the credit
enhancement provided by the swap spread, the cash reserve and the
subordination of the notes.

The resulting key assumptions of Moody's analysis for this
transaction are a mean default rate of 14.5% with a coefficient of
variation of 40.2% and a stochastic mean recovery rate of 52.5%.

The principal methodologies used in this rating were Refining the
ABS SME Approach: Moody's Probability of Default assumptions in
the rating analysis of granular Small and Mid-sized Enterprise
portfolios in EMEA published in March 2009, and Moody's Approach
to Rating Granular SME Transactions in Europe, Middle East and
Africa published in June 2007.

As mentioned in the methodology, Moody's used in combination its
CDOROM model (to generate the default distribution) and ABSROM
cash-flow model to determine the potential loss incurred by the
notes under each loss scenario.  In parallel, Moody's also
considered non-modeled risks (such as counterparty risk).

The ratings address the expected loss posed to investors by the
legal final maturity of the notes (September 2040).  In Moody's
opinion, the structure allows for timely payment of interest and
ultimate payment of principal on Series A2, B, C and D at par on
or before the rated final legal maturity date.  Moody's ratings
address only the credit risks associated with the transaction.
Other non-credit risks have not been addressed, but may have a
significant effect on yield to investors.

The V Score for this transaction is Medium/High, which is in line
with the score assigned for the Spanish SME sector and
representative of the volatility and uncertainty in the Spanish
SME sector.  V-Scores are a relative assessment of the quality of
available credit information and of the degree of dependence on
various assumptions used in determining the rating.  For more
information, the V-Score has been assigned according to the report
"V Scores and Parameter Sensitivities in the EMEA Small-to-Medium
Enterprise ABS Sector" published in June 2009.

Moody's also ran sensitivities around key parameters for the rated
notes.  For instance if the recovery rate of 52.5% was changed to
47.5%, the model-indicated rating for the Series A2 Notes would
remain Aaa.  Additionally, if the assumed default probability of
14.5 % used in determining the initial rating was changed to 18.1%
and the recovery rate of 52.5 % was changed to 42.5%, the model-
indicated rating for the Series A2 Notes would change from Aaa to
Aa3, while the Series B model indicated rating would change from
A3 to Ba1 and the Series C model indicated rating would change
from B1 to Caa2.


EMPRESAS BANESTO: Corrects Text in Feb. 21 Release
--------------------------------------------------
Moody's Investors Service issued a correction to Text, Feb. 28,
2011 Release: Moody's assigns definitive ratings to granular SME
CDO Notes issued by Empresas Banesto 1, FTA

Revised Release follows.

Moody's assigned definitive ratings to four series of Notes issued
by Empresas Banesto 1, Fondo de Titulizacion de Activos:

   * EUR800M A2 Note (currently EUR333.9M outstanding), Definitive
     Rating Assigned Aaa (sf);

   * EUR70M B Note, Definitive Rating Assigned A3 (sf);

   * EUR35M C Note, Definitive Rating Assigned B1 (sf);

   * EUR35M D Note, Definitive Rating Assigned Ca (sf).

Ratings Rationale

Empresas Banesto 1 is a securitization of loans mainly granted to
small-and medium-sized enterprise (SME) by Banco Espanol de
Credito.  Banesto is the Servicer of the loans while Santander de
Titulizacion S.G.F.T., S.A. is the Management Company.

The transaction closed in October 2007 and was initially not rated
by Moody's.  The initial notes balance issued at closing (shown
above next to the assigned rating) amounted to EUR2,000 million
and it included the initial balance of EUR 1,060 million A1 Note
which is now completely amortized.  The outstanding notes balance
as of the last payment date in December 2010 amounts to EUR 473.9
million.

Moody's rating analysis of the notes is based on the transaction
structure after the last payment date in December 2010.  The next
payment date will take place in March 2011.

The pool of underlying assets was, as of November 2010, composed
of a portfolio of 4,192 contracts (originated between 1996 and
2007), granted to 3,748 obligors located in Spain.  The Portfolio
has a weighted average seasoning of 4.8 years and a weighted
average remaining term of 5.6 years.  Around 36.6% of the
outstanding of the portfolio is secured by first-lien mortgage
guarantees over different types of properties (mainly residential
and commercial).  All the figures are calculated on the
outstanding amounts of loans with arrears less than 12 months.

According to Moody's, this deal benefits from several credit
strengths, such as a relatively low concentration in the Building
and Real Estate sector for the Spanish market (around 22.7% in the
pool according to Moody's industry classification), approximately
15% of the assets amount represented by corporate names, over half
of the pool is covered by a first lien mortgage guarantee (around
51%), 100% of the loans are fully amortizing and a strong swap is
in place paying 3m Euribor plus a 0.60% spread.

Moody's notes that the transaction features some credit
weaknesses, among others the low granularity of the portfolio of
loans (with an Effective Number of 181).  Moody's also notes the
exposure to commingling risk mitigated somewhat by the fact that
the Servicer transfers collections every two days to the Treasury
account in the name of the SPV.

These characteristics were reflected in Moody's analysis and
ratings, where several simulations tested the available credit
enhancement and reserve fund (as of December 2010) to cover
potential shortfalls in interest or principal envisioned in the
transaction structure.

Moody's analysis focused primarily on (i) an evaluation of the
underlying portfolio of loans; (ii) historical performance
information and other statistical information; (iii) the credit
enhancement provided by the swap spread, the cash reserve and the
subordination of the notes.

The resulting key assumptions of Moody's analysis for this
transaction are a mean default rate of 14.5% with a coefficient of
variation of 40.2% and a stochastic mean recovery rate of 52.5%.

The principal methodologies used in this rating were Refining the
ABS SME Approach: Moody's Probability of Default assumptions in
the rating analysis of granular Small and Mid-sized Enterprise
portfolios in EMEA published in March 2009, and Moody's Approach
to Rating Granular SME Transactions in Europe, Middle East and
Africa published in June 2007.

As mentioned in the methodology, Moody's used in combination its
CDOROM model (to generate the default distribution) and ABSROM
cash-flow model to determine the potential loss incurred by the
notes under each loss scenario.  In parallel, Moody's also
considered non-modeled risks (such as counterparty risk).

The ratings address the expected loss posed to investors by the
legal final maturity of the notes (September 2040).  In Moody's
opinion, the structure allows for timely payment of interest and
ultimate payment of principal on Series A2, B, C and D at par on
or before the rated final legal maturity date.  Moody's ratings
address only the credit risks associated with the transaction.
Other non-credit risks have not been addressed, but may have a
significant effect on yield to investors.

The V Score for this transaction is Medium/High, which is in line
with the score assigned for the Spanish SME sector and
representative of the volatility and uncertainty in the Spanish
SME sector.  V-Scores are a relative assessment of the quality of
available credit information and of the degree of dependence on
various assumptions used in determining the rating.  For more
information, the V-Score has been assigned according to the report
"V Scores and Parameter Sensitivities in the EMEA Small-to-Medium
Enterprise ABS Sector" published in June 2009.

Moody's also ran sensitivities around key parameters for the rated
notes.  For instance if the recovery rate of 52.5% was changed to
47.5%, the model-indicated rating for the Series A2 Notes would
remain Aaa.  Additionally, if the assumed default probability of
14.5 % used in determining the initial rating was changed to 18.1%
and the recovery rate of 52.5 % was changed to 42.5%, the model-
indicated rating for the Series A2 Notes would change from Aaa to
Aa3, while the Series B model indicated rating would change from
A3 to Ba1 and the Series C model indicated rating would change
from B1 to Caa2.


SANTANDER EMPRESAS: Moody's Assigns Caa1 Rating to Series B Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to two
series of notes issued by FTA SANTANDER EMPRESAS 9 (the Fondo):

   -- EUR4,226.5 million series A notes, assigned Aaa (sf)

   -- EUR1,123.5 million series B notes, assigned Caa1(sf)

                        Ratings Rationale

FTA SANTANDER EMPRESAS 9 is a securitization of standard loans and
credit lines mainly granted by Banco Santander (Aa2/P-1; Negative
Outlook) to corporate and small and medium-sized enterprise (SME).

At closing, the Fondo -- a newly formed limited-liability entity
incorporated under the laws of Spain -- will issue two series of
rated notes.  Santander will act as servicer of the loans and
credit lines for the Fondo, while Santander de Titulizacion
S.G.F.T., S.A. will be the management company (Gestora) of the
Fondo.

As of February 2011, the definitive asset pool of underlying
assets was composed of a portfolio of almost 30,000 contracts
granted to companies in Spain.  In terms of outstanding amounts,
68% corresponds to standard loans and 32% to credit lines.  The
assets were originated mainly between 2006 and 2010.  The
weighted-average seasoning is 1.0 year for the loans sub-pool and
0.7 years for the credit-lines sub-pool, while the weighted-
average remaining terms for these pools are 4.2 years and 0.5
years, respectively.  Around 6.6% of the portfolio is secured by
first-lien mortgage guarantees. Geographically, the pool is
concentrated mostly in Madrid (30%), Catalonia (14%) and Andalusia
(11%).  At closing, there will be no loans more than 30 days in
arrears.

In Moody's view, the strong credit positive features of this deal
include, among others: (i) a relatively short weighted average
life of 2.2 years; (ii) a swap agreement guaranteeing an excess
spread of 1.0%; and (iii) a geographically well-diversified pool.
However, the transaction has several challenging features: (i) a
low portfolio granularity (effective number of obligors below
300); (ii) a relatively high exposure to the construction and
building industry sector (33.6% according to Moody's industry
classification); (iii) a low percentage of assets secured by a
first-lien mortgage guarantee (6.6%); and (iv) a complex mechanism
that allows the Fondo to compensate (daily) the increase on the
disposed amount of certain credit lines with the decrease of the
disposed amount from other lines, and/or the amortization of the
standard loans.  These characteristics were reflected in Moody's
analysis and definitive ratings, where several simulations tested
the available credit enhancement and 20% reserve fund to cover
potential shortfalls in interest or principal envisioned in the
transaction structure.

Moody's analysis focused primarily on (i) an evaluation of the
underlying portfolio of assets; (ii) historical performance
information and other statistical information; (iii) the credit
enhancement provided by the pool and swap spreads; and (iv) the
cash reserve and the subordination of the notes.

The resulting key assumptions of Moody's analysis for this
transaction are a mean default rate of 14.1%, with a coefficient
of variation of 45% and a stochastic mean recovery rate of 37%.

As mentioned in the methodology, Moody's used ABSROM cash-flow
model to determine the potential loss incurred by the notes under
each loss scenario.  In parallel, Moody's also considered non-
modelled risks (such as counterparty risk).

The ratings address the expected loss posed to investors by the
legal final maturity of the notes (March 2048).  In Moody's
opinion, the structure allows for timely payment of interest and
ultimate payment of principal on series A and B at par on or
before the rated final legal maturity date.  Moody's ratings
address only the credit risks associated with the transaction.
Other non-credit risks have not been addressed, but may have a
significant effect on yield to investors.

The V Score for this transaction is Medium/High, which is in line
with the score assigned for the Spanish SME sector and
representative of the volatility and uncertainty in the Spanish
SME sector.  V-Scores are a relative assessment of the quality of
available credit information and of the degree of dependence on
various assumptions used in determining the rating.  For more
information, the V-Score has been assigned accordingly to the
report "V Scores and Parameter Sensitivities in the EMEA Small-to-
Medium Enterprise ABS Sector," published in June 2009.

Moody's also ran sensitivities around the key parameters for the
rated notes.  For instance, if the assumed default probability of
14.1% used in determining the initial rating was changed to 18.1%
and the recovery rate of 37% was changed to 27%, the model-
indicated rating for the series A notes would change to A2 from
Aaa, while the series B model indicated rating would remain Caa1.

The principal methodologies used in this rating were Refining the
ABS SME Approach: Moody's Probability of Default assumptions in
the rating analysis of granular Small and Mid-sized Enterprise
portfolios in EMEA published in March 2009 and Moody's Approach to
Rating Granular SME Transactions in Europe, Middle East and
Africa, published in June 2007.

Moody's Investors Service did not receive or take into account a
third party due diligence report on the underlying assets or
financial instruments in this transaction.


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


MRIYA AGRO: S&P Upgrades Long-Term Corporate Credit Rating to 'B'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it had raised its long-
term corporate credit rating on Ukrainian farming company Mriya
Agro Holding PLC to 'B' from 'B-'.  "At the same time, we removed
the rating from CreditWatch, where it had been placed with
positive implications on Nov. 2, 2010.  The outlook is stable.
The issue rating on the US$250 million senior secured bond
maturing in 2016 was affirmed at 'B'.  The '4' recovery rating on
this bond is unchanged, indicating our expectation of average
(30%-50%) recovery for the bondholders in the event of a payment
default," S&P related.

"The upgrade reflects the completion of Mriya's US$250 million
senior unsecured bond issue," said Standard & Poor's credit
analyst Anton Geyze.

The bond has a bullet maturity in 2016.  The group plans to use
the proceeds from the bonds to repay its existing debt -- except
for facilities from International Finance Corporation
(AAA/Stable/A-1+) and European Bank for Reconstruction and
Development (AAA/Stable/A-1+) -- and for financing its ambitious
investment program.  "We think the company's external financing
requirements resulting from large investments will be covered by
bond proceeds in the short term.  We also consider Mriya's stated
plans to use bond proceeds for its investment program to be
credible, based on its history of profitable growth and improving
corporate governance," S&P noted.

"The 'B' long-term rating is based on our assessment of Mriya's
business risk profile as 'weak' and its financial risk profile as
'highly leveraged'," S&P stated.

"Mriya's credit quality is supported by what we see as the
company's modest debt burden with adjusted debt to EBITDA of 0.8x
as of year-end 2010.  It is also supported by its position as a
large player in the Ukrainian farming industry with a history of
profitable growth.  Mriya boasts high margins of more than 50%
benefiting from high-quality farmland and equipment, low labor
and lease costs, and advanced crop cultivation and harvesting
processes.  Furthermore the variety of crops the company
cultivates allows it to mitigate commodity price fluctuations and
weather conditions to some extent," S&P related.

Mriya is a family-owned company listed on the Frankfurt stock
exchange.  The Huta family, which dominates Mriya's board of
directors, controls 80% of the shares in the company.  Mriya is
involved in related-party transactions with sugar factories also
owned by the Huta family, to which it sells its sugar beet
harvest.

"The stable outlook reflects our view that Mriya's investment
needs will be financed by bond proceeds and operating cash flow
for the next 18-24 months without investment weighing on its
liquidity position," said Mr. Geyze.

"We might lower the ratings if Mriya's liquidity position
deteriorates as a result of continuing negative operating cash
flow due to overexpansion, adverse weather conditions, or
regulatory actions.  If the company's debt protection metrics
deteriorate with adjusted debt to EBITDA exceeding 3x, it
might also result in a downgrade," said S&P.

A potential upgrade would hinge on the company's continuing its
financial policy of maintaining a modest debt burden, managing
liquidity prudently, and being able to show positive free cash
flow generation.


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


BOUGHTON GROUP: In Administration; Baker Tilly Seeks Buyer
----------------------------------------------------------
TheManufacturer.com reports that the Boughton Group has gone into
administration.

According to TheManufacturer.com, the company fell into financial
trouble during recession due to a lack of sales and although a
Company Voluntary Agreement was accepted by the majority of its
suppliers, it was rejected by HM Revenue and Customs.

The company will trade as usual while administrators Baker Tilly
restructuring and Recovery LLP seek a buyer, TheManufacturer.com
discloses.

Anyone interested in buying the group can contact Graham Bushby at
Baker Tilly on 0121 214 3100.

The Boughton Group is Staffordshire-based waste handling equipment
SME manufacturer.  The company, with a GBP7 million annual
turnover, employs around 70 people from sites in Barton-under-
Needwood site in Staffordshire and a secondary location in
Winkleigh, Devon.  It trades under the name Reynolds Boughton
Ltd., having been first established in 1897.


CROWN NEWCO: Moody's Affirms 'B1' Corporate Family Rating
--------------------------------------------------------
Moody's Investors Service affirmed the Corporate Family Rating
(CFR) and Probability of Default Rating (PDR) of Crown NewCo at B1
following the announcement that the company intends to acquire
Craegmoor Group Limited, an entity owned by Priory's shareholder
Advent International, for a total consideration of GBP330 million.
The outlook was changed to negative from stable.

Concurrently, Moody's affirmed the (P)Ba1 (LGD1,1%) rating of
Priory's GBP70 million Super Senior Revolving Credit Facility as
well as the (P)B3 (LGD6, 91%) rating of the GBP175 million Senior
Unsecured Notes.  The rating of the company's Senior Secured
Notes, which will increase to GBP631 million from currently GBP425
million in the context of the proposed acquisition, was downgraded
to (P)B1 (LGD3, 42%) from (P)Ba3.

The ratings are contingent upon the closing of the announced
acquisition and the successful issuance of GBP206 million of
additional debt to repay the existing debt at Craegmoor as well as
other transaction related cost.  Furthermore, Advent
International, the ultimate shareholder of both Priory and
Craegmoor, will inject its equity holding in Craegmoor valued at
GBP124million as common equity into the combined group.  There
will be no dividend or similar payments to Advent or its
subsidiaries in the context of this transaction.

Moody's issues provisional ratings in advance of the final sale of
securities and these reflect the rating agency's credit opinion
regarding the transaction only.  Upon a conclusive review of the
final documentation, Moody's will endeavor to assign definitive
ratings to the instruments mentioned above.  A definitive rating
may differ from a provisional rating, for example due to a
different amount of total debt at closing or changes to the
underlying terms and conditions of the instruments.

                        Ratings Rationale

The rating affirmation reflects Moody's view that the acquisition
of Craegmoor for an enterprise value of GBP330 million should be
relatively neutral to Priory's financial risk profile, which
however will be weak for the B1 rating category following the
acquisition of the group by Advent in January 2011 and the
arrangement of sale-and leaseback transactions in the end of 2010.
In addition, Moody's believe that the contemplated acquisition of
Craegmoor improves the group's business profile through a larger
scale, better market positioning and broader service offering.  At
the same time, however, Moody's notes a certain level of
integration risk associated with a transaction of this size and
within the highly regulated environment of the UK healthcare
market.

With 2010, expected revenues of around GBP156 million, Craegmoor
will add substantial scale to Priory's existing operations, which
generated approximately GBP300 million of revenues in the same
period.  In Moody's view, the acquisition of Craegmoor will
strengthen the company's market positioning within the learning
disabilities sector where Craegmoor is the market leader in the
UK, and within the elderly care business where Craegmoor already
has an established business platform with a focus on older people
with dementia and those requiring nursing care.

While Moody's notes the risks associated with integrating such a
relatively large entity, Moody's acknowledge the potential
benefits of an enlarged scale of the group in particular in light
of regulatory changes that will be effective from 2013 onwards.
As General Practitioners will going forward directly refer
patients, Moody's believes that the company's broader service
offering along the care pathway and consequently its ability to
offer integrated service packages could prove to be beneficial.
Further, both entities have grown through a number of acquisitions
and thus gained experience in integrating assets, as for instance
highlighted by the acquisition of the Affinity group by Priory in
March 2010.

While Craegmoor exhibits, due to the nature of its service
offerings, lower profitability levels than Priory, the company's
pro forma leverage of approximately 6.0x adjusted debt/EBITDA is
slightly lower than the 6.9x pro forma adjusted debt/EBITDA
leverage expected for Priory on a stand-alone business.  Following
the primarily debt-financed acquisition and incorporating
incremental synergies which Priory expects to realize within six
months after closing, the combined group should reach a leverage
comparable to Priory stand-alone.  In this context, Moody's notes
the impact from Priory's operating lease activities, which based
on 2010 results led to a debt adjustment which was higher than
expected in January (expected adjusted leverage of 6.3x
debt/EBITDA), when Moody's assigned the rating.  Consequently,
Priory is showing a higher than initially expected leverage with,
however a reasonably fast pace of deleveraging that will depend on
the successful integration of Craegmoor and the realization of
cost synergies.  The significant increase in leverage due to the
sale-and-leaseback transactions together with the challenging
integration for realization of projected cash flows led to a
change in outlook to negative from stable.

The B1 rating assumes that Priory will be able to improve its
credit metrics towards the requirements for the B1 rating
category, as exemplified by an adjusted debt/EBITDA ratio trending
towards 5.0x by 2012.  The B1 rating assumes furthermore that (i)
Priory will successfully integrate the acquired Craegmoor business
and achieve targeted synergies within a short period of time, (ii)
the combined group will preserve a sufficient liquidity cushion
(supported by positive free cash flow generation); and (iii) the
company will not make any further transforming acquisitions or
shareholder distributions.

The downgrade of the Senior Secured Notes rating to (P)B1 from
(P)Ba3 is in line with Moody's Loss Given Default Methodology and
reflects the sizable increase of senior secured debt within the
capital structure while the senior unsecured debt portion, which
would carry the first loss in a default scenario, remains
unchanged.

Moody's understand that the security package which is currently in
place for Priory's Senior Secured Revolving Credit Facility and
the Senior Secured Notes will be extended to also cover the
majority of Craegmoor's assets so that the total percentage of
group assets pledged should remain broadly unchanged.
Furthermore, Moody's assumes that Craegmoor and its subsidiaries
will become additional guarantors under the Revolving Credit
Facility as well as the Senior Secured and Unsecured Notes.
Moody's understand that a minimum group asset and EBITDA coverage
of 85% under the guarantees will remain in place.  Any material
changes relating to these key assumptions could prompt the agency
to review the instrument ratings.  Moody's also assumes that the
existing GBP70 million Senior Secured Revolving Credit Facility
will remain in place and is expected to be undrawn after the
closing.

Downgrades:

   Issuer: Crown NewCo 3

   * Senior Secured Regular Bond/Debenture Feb 15, 2018,
     Downgraded to (P)B1 from (P)Ba3

   * Senior Secured Regular Bond/Debenture Feb 15, 2018,
     Downgraded to LGD3, 42% from LGD3, 40%

   * Senior Unsecured Regular Bond/Debenture Feb 15, 2019,
     Downgraded to LGD6, 91% from LGD5, 88%

Outlook Actions:

   Issuer: Crown NewCo 3

   * Outlook, Changed To Negative From Stable

Negative pressure could be exerted on the rating in the event of
(i) Priory failing to improve its debt/EBITDA ratio to well below
6.0x over the next several quarters; or (ii) increasing margin
pressure resulting from changes in the UK regulatory healthcare
framework or competitors offering aggressive rates.

A positive rating action is currently unlikely.  An upgrade would
require a sustained period of maintaining profitability and cash
flow generation at a high level, with a subsequent reduction in
leverage, such that Priory's adjusted debt/EBITDA ratio improves
to below 4.5x.

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

Priory is the largest independent provider of high-acuity mental
health care, specialist care and education services in the UK,
offering a broad range of services in the field of acute
psychiatry, secure, long-term rehabilitation and specialist
education markets.  Priory revenues for 2010 are expected to reach
approximately GBP300 million.


CROWN NEWCO: S&P Assigns 'B+' Long-Term Corporate Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its long-term
corporate credit rating of 'B+' to U.K.-based health care group
Crown Newco 3 PLC (Priory).  The outlook is stable.

"We assigned our 'BB+' issue rating to Priory's GBP70 million
senior secured bank debt (comprising a super senior revolving
credit facility [RCF] and a capex facility).  The recovery rating
on the debt is '1+', indicating our expectation of full (100%)
recovery in the event of a payment default," S&P said.

"At the same time, we assigned our 'BB' issue rating to Priory's
GBP631 million senior secured notes.  These comprise existing
GBP425 million notes, together with a new GBP206 million issue.
The recovery rating on the senior secured notes is '1', indicating
our expectation of very high (90%-100%) recovery in the
event of a payment default," S&P related.

"In addition, we assigned our 'B' issue rating to Priory's œ175
million senior unsecured notes.  The recovery rating on the senior
unsecured notes is '5', indicating our expectation of negligible
(0%-10%) recovery in the event of a payment default," according to
S&P.

"The ratings reflect our view of Priory's relatively high leverage
following its leveraged buyout by private equity group Advent
International, completed in March 2011, and Priory's announced
acquisition of provider of specialist adult care Craegmoor Group
Ltd. (Craegmoor) in April 2011," said Standard & Poor's credit
analyst Marketa Horkova.

"We understand that Craegmoor's debt will be repaid with the
proceeds from the announced issue of GBP206 million senior secured
notes," S&P related.

"In our view, Priory will sustain positive revenue growth of at
least high-single digits while maintaining its operating
performance momentum, despite the potential negative effect of the
U.K. government's public spending cuts.  Moreover, to maintain the
current rating, we believe that the group should retain a
financial profile commensurate with the ratings, supported by
positive free operating cash flow of at least GBP30 million,"
S&P noted.

"We could take a negative rating action if adjusted debt to EBITDA
interest coverage were to drop to less than 1.5x, or if Priory's
ability to generate positive FOCF were diminished.  We could also
take a negative rating action if Priory's liquidity profile were
to deteriorate, due to either bad trading conditions or returns to
shareholders," S&P said.

"A positive rating movement is unlikely over the next two years,
in our view, due to Priory's already high adjusted leverage.
However, we would likely take a positive rating action if adjusted
debt to EBITDA were to decline to less than 5x," S&P added.


MATALAN FINANCE: Moody's Assigns '(P)Ba1' Secured Bond Ratings
--------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba1 (loss-given default
(LGD) 2, 25%) rating to the proposed GBP250 million worth of
senior secured notes due in 2016 to be issued by Matalan Finance
plc.  Concurrently, Moody's has affirmed the B1 rating assigned to
the company's existing GBP225 million worth of senior unsecured
notes.  The outlook on the ratings is negative.  Moody's intends
to withdraw the Ba1 rating assigned to the senior secured bank
loans contracted in March 2010 if and when the transaction closes
and the bank loans are repaid as announced.

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

The GBP250 million worth of proposed senior secured notes will be
issued by Matalan Finance plc, a wholly owned subsidiary of
Missouri TopCo Limited, which represents the consolidated position
of the group.  Matalan Finance plc is a holding company that
indirectly owns Matalan Retail Limited.

Ratings Rationale

The (P)Ba1 rating on Matalan's proposed notes issuance is two
notches above the company's Ba3 corporate family rating (CFR),
reflecting Moody's expectation of a relatively higher recovery
rate in a distressed scenario.  This expectation is based on the
fact that the instrument is secured on a first-ranking basis by
fixed and floating charges on substantially all of the assets and
property of the issuer and guarantors.

The proposed notes issuance is intended to entirely refinance
secured bank loans that were put in place in March 2010 as part of
Matalan's previous refinancing.  Moody's cautions that the
proposed refinancing will affect Matalan's de-leveraging profile
in that the company will shift to a debt structure made up almost
entirely of bullet repayments, given that the main instruments
will be the proposed GBP250 million worth of senior secured notes
due in 2016 and the existing GBP225 million worth of senior
unsecured notes due in 2017.  At the same time, the refinancing of
the existing secured bank loans will eliminate all of Matalan's
amortizing debt, thereby enhancing the company's financial
flexibility, especially as the indentures of the main debt
instruments will mainly include customary high yield incurrence
covenants.

As part of this refinancing, the company will enter into a GBP50
million super priority revolving credit facility (RCF).  This RCF
will rank ahead of the company's senior secured notes in an
enforcement scenario.  The credit agreement will include a
material adverse clause and two financial covenants tested
quarterly, a total net debt/EBITDA ratio and an EBITDA/total net
interest costs ratio.  The present ratings assume that the company
will benefit from comfortable leeway under the financial covenants
included in the new RCF, especially in light of the recent
deviation in its operational performance.

In addition, Matalan's capital structure includes lease claims and
trade payables, the latter of which Moody's considers as ranking
pari passu with the proposed senior secured notes in the debt
structure.

The senior secured notes will benefit from guarantees of the
holding company -- Missouri TopCo Limited -- and other entities
and subsidiaries that account for 100% of the consolidated sales
and 98.8% of total assets.  By contrast, the existing senior
unsecured notes are only guaranteed on a subordinated basis by the
issuer and guarantors and they do not benefit from any tangible
collateral.

Last Rating Action & Principal Methodology

Moody's last rating action on Matalan was implemented on 29 March
2011, when the rating agency downgraded to Ba3 from Ba2 the
corporate family rating and probability of default rating of
Missouri TopCo Limited, with a negative outlook.

The principal methodologies used in this rating were Global Retail
Industry published in December 2006, and Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Skelmersdale, UK, Missouri TopCo Limited is the
ultimate holding company that owns Matalan Retail Limited -- the
principal operating subsidiary of the group -- a leading out-of-
town value clothing retailer with estimated revenues of GBP1.1
billion in the 12-month period to November 2010.


MATHIESONS FOODS: Faces Closure in May After Rent Talks Fail
------------------------------------------------------------
The Falkirk Herald reports that Mathiesons Foods Ltd., which has
been in the Howgate Shopping Centre for over 20 years, is to close
after rent talks fail, affecting 30 staff.

According to The Falkirk Herald, the bakery and cafe will close at
the end of May.  The closure comes after months of negotiations
between the company and the new owners of the shopping center,
Rockspring Property Investment Managers.  It appears that the two
sides could not reach agreement on a new rental deal, The Falkirk
Herald notes.

On March 30, it was confirmed that Howgate was involved in
negotiations over the lease, but the offer made was "not
competitive" when compared to deals offered by other food
operators, The Falkirk Herald relates.

Mathiesons Foods Ltd. is a bakery and cafe.


MISSOURI TOPCO: S&P Places 'B+' Corp. Credit Rating on Watch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it placed its 'B+' long-
term corporate credit rating on Missouri TopCo Ltd., the parent
company of U.K.-based clothing retailer Matalan, on CreditWatch
with negative implications.

"At the same time, we placed our 'B' issue and '5' recovery
ratings on Matalan's GBP225 million senior unsecured notes, and
our 'BB' issue and '1' recovery ratings on Matalan's GBP300
million senior secured bank facilities, on CreditWatch with
negative implications," S&P stated.

"In addition, we assigned a 'BB' issue rating and recovery rating
of '1' to the proposed GBP250 million senior secured notes due
2016 to be issued by Matalan Finance Ltd," S&P noted.

"The CreditWatch placements reflect our view of Matalan's
operating performance in the financial year ended Feb. 28, 2011,
which was weaker than we anticipated, and in our opinion, will
lead to reduced headroom under the company's covenants for its
GBP300 million senior secured bank facilities," said S&p'S credit
analyst Marketa Horkova.  These facilities comprise GBP250 million
of bank loans (of which GBP231 million is currently outstanding)
and a GBP50 million super senior revolving credit facility (RCF).

"Based on preliminary management accounts, we estimate that for
the financial year to Feb. 28, 2011, Matalan's revenues will be
about GBP1.1 billion, with a decline in same-store sales of 2% on
the previous year.  We estimate that reported EBITDA will be about
GBP154 million, compared with œ167 million in the previous year.
The operating underperformance reflects difficult trading
conditions over the Christmas period due to heavy snowfall,
especially as Matalan's stores are predominantly located out of
town," S&P related.

"For the financial year ending Feb. 28, 2012, we estimate that
Matalan's reported EBITDA will remain broadly unchanged at about
œ150 million.  This reflects inflationary pressure on gross
margins from high commodity and sourcing costs, while customers'
disposable incomes are under increasing pressure.  Given this
level of EBITDA, we do not think that Matalan will increase its
covenant headroom before late 2012," S&P noted.

"In addition, we estimate that Matalan's debt protection metrics
will remain at the higher end of an aggressive financial risk
profile, which we define as debt to EBITDA of 4.5x-5.0x.  To
mitigate this situation, and to gain greater operating and
financial flexibility, Matalan is proposing to refinance the
existing senior secured bank facilities with a new senior secured
GBP250 million bond and super senior RCF of GBP50 million," S&P
said.

"We aim to review the CreditWatch placement within the next 90
days or once we have a greater visibility on Matalan's plan for
restoring what we consider to be adequate covenant headroom,"
according to S&P.

"We could affirm the ratings if Matalan were successful in
replacing the existing GBP300 million senior secured bank
facilities with the proposed GBP250 million senior secured notes
and GBP50 million super senior RCF, or in obtaining covenant
waivers from its lender," S&P said.

"We could lower the ratings if Matalan were unable to implement
the proposed refinancing or to successfully negotiate covenants
waivers or an equity injection.  We could also lower the ratings
if the company could not demonstrate a clear path toward restoring
its credit metrics to levels commensurate with the current rating-
-specifically, debt to EBITDA of 4.5x-5.0x," S&P added.


NEIL STEWART: Enters Into CVA Deal; Averts Administration
---------------------------------------------------------
Meetpie.com reports that Neil Stewart Associates has signed a
company voluntary agreement (CVA) to prevent it going into
administration and allow it to keep trading.

The company, which incurred debts of GBP1 million, was granted the
CVA last month following a vote by its creditors, Meetpie.com
relates.  According to Meetpie.com, all agreed to the arrangement
except HMRC, which is the largest single creditor, owed
GBP123,000.  The CVA means that although the company is insolvent,
the directors can retain control and continue to trade, paying
money into a fund on a monthly basis to repay its creditors in
part or in full, Meetpie.com notes.  NSA, Meetpie.com says,
expects to return to profitability by early next year and will
repay creditors over a two-year period.

Other major creditors include the Celtic Manor Resort in Wales,
owed nearly GBP74,000; MWB Business Exchange Centres, owed close
to GBP65,000; Arsenal Football Club, owed GBP31,000; Harrogate
International Centre, owed GBP28,000 and the Barbican Centre in
London, owed GBP23,000, discloses.

NSA chair and chief executive Neil Stewart said the financial
restructuring had been completed with the support of the company's
suppliers, Meetpie.com relates.  He added that the company had got
into difficulty while making a large investment in new service
offering Policy Review TV, which offers live broadcasting from
policy-based conferences to give online delegates access to
information in a more affordable format, Meetpie.com notes.

Neil Stewart Associates is a public policy conferences specialist
based in Westminster.  The company produces more than 200 events a
year, in addition to a full press and public relations, campaign
planning and communications consultancy service.


PLATINUM GYM: Faces Bankruptcy; Owes Customers & Employees
----------------------------------------------------------
BBC News reports that Platinum Gym is expected to be declared
bankrupt on Friday, leaving dozens of customers out of pocket.

According to BBC, the gym in Springtown closed last week and is
expected to go into liquidation in the coming weeks.

BBC relates that Mehran Ghanbari, who runs the business, said he
cannot guarantee members will get their money back.

"We were taking membership and running the business as usual
because the intention was to pay these bills," BBC quotes
Mr. Ghanbari as saying.  "But once we realized that there was not
enough to pay, we had to leave."

BBC notes that Mr. Ghanbari also said he had no idea how much he
owed employees who had not been paid.


PLYMOUTH ARGYLE: Administrators Push for Akkeron Group Buy-Out Bid
------------------------------------------------------------------
Matt Slater at BBC Sport reports that Plymouth Argyle's
administrators are urging club stakeholders to support a buy-out
bid from the Akkeron Group.

"Akkeron's offer will provide a better solution to all Plymouth
Argyle's stakeholders than liquidation," BBC Sport quotes joint
administrator Brendan Guilfoyle as saying.  "Time is running out,
and I would encourage everyone to engage with Akkeron in a
constructive and timely manner to save Plymouth Argyle."

A statement from the administrators added that they would "give
Akkeron full assistance in seeking to address the conditions that
they have set and would encourage stakeholders to support their
offer," BBC Sport says.

Akkeron is a hotel company owned by Devon-based former banker
James Brent, BBC Sport discloses.  Mr. Brent is former director
and senior executive of merchant bank Schroders, and also held
senior real estate positions with Citigroup.

According to BBC Sport, Truro City chairman Kevin Heaney last week
ended his interest in taking over Argyle, effectively leaving
Brent as the only option.  However, liquidation of the club at the
end of the season remains a real possibility if a deal cannot be
reached, BBC Sport notes.

As reported in the Troubled Company Reporter-Europe on March 8,
2011, the High Court has placed Plymouth Argyle Football Club has
been placed into administration.  Brendan Guilfoyle, Christopher
White and John Russell of The P&A Partnership have been appointed
as administrators.

The TCR-Europe, citing The Guardian, reported on March 3, 2011,
that Plymouth Argyle directors have been warned that the club
needs an injection of around GBP3 million if it is not to be
placed into administration.  Peter Ridsdale, who is acting as an
independent adviser to Argyle's board, has told the directors that
the club does not have the money to meet its liabilities and that
they are "in denial" about the seriousness of its problems, The
Guardian related.

The joint administrators said they have received a number of
offers to acquire the club and are now pursuing a funding facility
linked with an exclusivity agreement, the TCR-Europe reported on
March 16, citing SkySports.

                        About Plymouth Argyle

Plymouth Argyle Football Club, commonly known as Argyle, or by
their nickname, The Pilgrims, is an English professional football
club based in Central Park, Plymouth.  It plays in Football League
One, the third division of the English football league system.


PLYMOUTH LTD: In Administration; Eight Jobs Affected
----------------------------------------------------
The Herald reports that Plymouth Ltd. has gone into administration
with the immediate loss of eight jobs.

According to The Herald, the family-run business recently lost its
dealership for French yacht firm Jeanneau and is blaming the
situation for its demise.

The Herald relates that Nigel Morrison and Trevor O'Sullivan of
chartered accountants Grant Thornton have been appointed as joint
administrators.

Only two employees have been retained to work with the joint
administrators in dealing with the closure of the business, The
Herald discloses.

"Unfortunately, due to the loss of the Jeanneau contract there is
a limited prospect of a sale of the business, although we
understand Jeanneau is in discussions with another party to
operate a dealership in Plymouth," The Herald quotes Mr. Morrison
as saying.

Plymouth Ltd. is a boat dealer.  The company sold the yachts from
its offices and yard at Queen Anne's Battery.  It also had berths
at Sutton Harbour.


PRINCIPLE LEISURE: In Administration; Begbies Traynor Seeks Buyer
-----------------------------------------------------------------
Karen Dent at The Journal reports that Principle Leisure Group has
gone into administration.

The Journal relates that Andrew Haslam and Gerald Krasner of
Begbies Traynor in Newcastle have been appointed as joint
administrators at the company.

According to The Journal, Principle, which set up its first Popolo
Bar in Newcastle six years ago, suffered cashflow difficulties
because of the opening and refurbishment of several new outlets,
and the downturn in the pub trade.  The administrator, as cited by
The Journal, said that the company was left with a "substantial"
debt to tax man and was further weakened by the death of director
Joseph Peel.

"Following the receipt of demands from HM Revenue & Customs, the
directors attempted to negotiate payment terms, but,
unfortunately, they were unsuccessful.  In order to ensure that
the group was protected and the opportunity provided to place the
group on the market, the directors took steps to seek the
protection of an administration order," The Journal quotes
Mr. Haslam, who was appointed joint administrator on April 1, as
saying.  "The outlets are now being operated under license while a
purchaser is sought.  The process undertaken will, at least in the
short term, protect the contracts of over 300 employees and offer
the group the best opportunity to identify a purchaser."

The Journal notes that Mr. Halsam said a number of potential
bidders had already come forward for the Group's 10 outlets.

The Journal says any sale is likely to take a number of weeks as
potential bidders decide which parts of the business they are
interested in and the administrator then assesses the offers.

The outlets in administration are two Popolos in Newcastle, one in
Sheffield, San Lorenzo Italian restaurants in Gosforth and
Cramlington, Fiume Italian restaurant in Washington, the River Bar
in Washington, the Establishment Bar in Sunderland, Blackbird Bar
in Ponteland and the Nottingham-based Saltwater bar and
restaurant, The Journal discloses.

The administrators have instructed Christie + Co. of Newcastle as
their agent and all inquiries from interested parties should be
made to it, The Journal states.

Washington-based Principle Leisure Group, formerly known as
Aquaclear, is a bar operator.


SNAPPY DESIGNS: Fotopic.net Owner Goes Into Liquidation
-------------------------------------------------------
Amateur Photographer reports that Snappy Designs Ltd, which owns
the image-sharing website Fotopic.net, is heading for liquidation,
director Stephen Dyer has confirmed.
According to the report, the Fotopic.net website holds hundreds of
thousands of images that users have not been able to access for
weeks.  Estimates of the number of pictures missing vary wildly.
According to AP, a source has suggested that Fotopic.net holds up
to two million images and had thousands of active users at a given
time.

"The company has ceased trading due to an unexpected, significant
decrease in revenue and I apologise that our efforts to recover
from this have not been successful," Mr. Dyer told AP.

AP says the news will end speculation that the Web site had merely
suffered a temporary technical problem with its server.

Snappy Designs Ltd has appointed Jeremy Bleazard of XL Business
Solutions, based in Cleckheaton, West Yorkshire, as liquidator.

Mr. Dyer, according to the report, claims that photographers will
be able to access their material 'in the near future' if the
liquidator manages to sell the business.  Whether Fotopic.net
customers will see their images again is far from guaranteed,
however, AP notes.

Mr. Bleazard told AP in an interview that even if the business is
sold, the Web site that hosts Fotopic.net would have to agree to
the transfer of images.  Mr. Bleazard said he has yet to speak to
the third party 'web hoster' and was not able to confirm their
name to AP when asked.

Fotopic.net is reported to have had its origins in a Web site
dating back to 1999.


SPORT MEDIA: In Administration; BDO LLP Seeks Buyer for Assets
--------------------------------------------------------------
Sport Media Group PLC disclosed that Dermot Power and Patrick
Lannagan, business restructuring partners at BDO LLP, were
appointed joint administrators to Sport Media Group plc and two of
its wholly owned subsidiaries, Sport Newspapers Limited and
Moresport  Limited, on April 4, 2011, by the Directors of the
Companies.

The Joint Administrators will continue to seek a buyer for the
assets of the Companies, which include the Newspaper titles and
the Group's investments in a digital content provider (Netcollex
Limited) and a telecoms provider Telecom 2 Limited).  Netcollex
Limited and Telecom 2 Limited continue to trade as normal
outside of Administration.

Dermot Power, BDO business restructuring partner, said: "The
Companies have been exploring restructuring and sale options and
regrettably the cash flow problems being experienced as a result
of historic trading difficulties, coupled with limited interest
from third party investors or an acquirer for the businesses,
have resulted in the Companies ceasing to trade.  The Joint
Administrators are taking all necessary steps to maximize
recoveries for the benefit of creditors and would welcome early
contact with any interested parties."

Due to the early stage in the administration, the Joint
Administrators are unable to comment further at this time.


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


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

April 27-29, 2011
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Spring Conference
       JW Marriott, Chicago, IL
          Contact: http://www.turnaround.org/

May 5, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Nuts and Bolts - New York City
       Association of the Bar of the City of New York,
       New York, N.Y.
          Contact: 1-703-739-0800; http://www.abiworld.org/

May 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
    New York City Bankruptcy Conference
       Hilton New York, New York, N.Y.
          Contact: 1-703-739-0800; http://www.abiworld.org/

June 6, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Canadian-American Cross-Border Insolvency Symposium
       Fairmont Royal York, Toronto, Ont.
          Contact: 1-703-739-0800; http://www.abiworld.org/

June 9-12, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Central States Bankruptcy Workshop
       Grand Traverse Resort and Spa, Traverse City, Mich.
             Contact: http://www.abiworld.org/

July 21-24, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Northeast Bankruptcy Conference
       Hyatt Regency Newport, Newport, R.I.
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 27-30, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Southeast Bankruptcy Workshop
       The Sanctuary at Kiawah Island, Kiawah Island, S.C.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 4-6, 2011
AMERICAN BANKRUPTCY INSTITUTE
    Mid-Atlantic Bankruptcy Workshop
       Hotel Hershey, Hershey, Pa.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 14, 2011
AMERICAN BANKRUPTCY INSTITUTE
    NCBJ/ABI Educational Program
       Tampa Convention Center, Tampa, Fla.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. __, 2011
AMERICAN BANKRUPTCY INSTITUTE
    International Insolvency Symposium
       Dublin, Ireland
          Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 25-27, 2011
TURNAROUND MANAGEMENT ASSOCIATION
    Hilton San Diego Bayfront, San Diego, CA
       Contact: http://www.turnaround.org/

Dec. 1-3, 2011
AMERICAN BANKRUPTCY INSTITUTE
    23rd Annual Winter Leadership Conference
       La Quinta Resort & Spa, La Quinta, Calif.
          Contact: 1-703-739-0800; http://www.abiworld.org/

April 3-5, 2012
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Spring Conference
       Grand Hyatt Atlanta, Atlanta, Ga.
          Contact: http://www.turnaround.org/

Apr. 19-22, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Annual Spring Meeting
       Gaylord National Resort & Convention Center,
       National Harbor, Md.
          Contact: 1-703-739-0800; http://www.abiworld.org/

July 14-17, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Southeast Bankruptcy Workshop
       The Ritz-Carlton Amelia Island, Amelia Island, Fla.
          Contact: 1-703-739-0800; http://www.abiworld.org/

Aug. 2-4, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Mid-Atlantic Bankruptcy Workshop
       Hyatt Regency Chesapeake Bay, Cambridge, Md.
          Contact: 1-703-739-0800; http://www.abiworld.org/

November 1-3, 2012
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Annual Convention
       Westin Copley Place, Boston, Mass.
          Contact: http://www.turnaround.org/

Nov. 29 - Dec. 2, 2012
AMERICAN BANKRUPTCY INSTITUTE
    Winter Leadership Conference
       JW Marriott Starr Pass Resort & Spa, Tucson, Ariz.
          Contact: 1-703-739-0800; http://www.abiworld.org/

April 10-12, 2013
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Spring Conference
       JW Marriott Chicago, Chicago, Ill.
          Contact: http://www.turnaround.org/

October 3-5, 2013
TURNAROUND MANAGEMENT ASSOCIATION
    TMA Annual Convention
       Marriott Wardman Park, Washington, D.C.
          Contact: http://www.turnaround.org/


                            *********

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

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

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

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


                            *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA.
Valerie U. Pascual, Marites O. Claro, Rousel Elaine T. Fernandez,
Joy A. Agravante, Psyche A. Castillon, Julie Anne G. Lopez,
Ivy B. Magdadaro, Frauline S. Abangan and Peter A. Chapman,
Editors.

Copyright 2011.  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$625 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 Christopher Beard at 240/629-3300.


                 * * * End of Transmission * * *