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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

          Wednesday, October 19, 2011, Vol. 12, No. 207

                            Headlines



B E L G I U M

DEXIA GROUP: Moody's Cuts Bank Fin'l. Strength Rating to 'E+'
DEXIA SA: Belgian Unit Nationalization Gets Initial EU Okay


C R O A T I A

RADIO 101: Creditors Back Trustee's Rescue Plan


G E R M A N Y

HSH NORDBANK: Moody's Changes Outlook on E+ BFSR to Stable


G R E E C E

HELLENIC TELECOMS: S&P Cuts CCR to 'B'; Outlook Negative


I R E L A N D

ANGLO IRISH: Changes Name to Irish Bank Resolution Corporation
ANGLO IRISH: Judge Authorizes Sale of Ex-CEO's Cape Cod Property
BANK OF IRELAND: State's Holding Drops to Over 15%
EUROMAX III: Fitch Lowers Rating on Class A-2 Notes to 'CCCsf'
KIMPTON VALE: Faces Wind-Up Petition Following Losses

MOUNT CARMEL: In Debt Talks with NAMA Following Default
STATIC LOAN: Moody's Raises Rating on EUR15MM E Notes to 'B1'


L U X E M B O U R G

SKYPE GLOBAL: S&P Withdraws 'B+' CCR After Microsoft Acquisition


N E T H E R L A N D S

BASE CLO I: Moody's Lifts Rating on EUR14MM Notes to 'Caa1(sf)'
DUCHESS IV CLO: Moody's Raises Rating on EUR32.8MM Notes to 'B1'
SMILE SECURITISATION: S&P Lowers Rating on Class E Notes to 'B-'


R U S S I A

MBRD: Court Places MBRD-Finance Into Administration
* IVANOVO REGION: Fitch Assigns 'BB-/B' Currency Ratings


S P A I N

SANTANDER HIPOTECARIO: S&P Cuts Ratings on 3 Note Classes to CC


S W E D E N

NORCELL SWEDEN: Moody's Assigns 'B2' Corporate Family Rating
NORCELL SWEDEN: S&P Assigns 'B' Long-Term Corp. Credit Rating


U N I T E D   K I N G D O M

ATRIUM EUROPEAN: S&P Raises CCR to 'BB+'; Outlook Stable
BRUCE HOTEL: In Administration on Harsh Economic Climate
DAVENHAM GROUP: Appoints MCR as Administrator
FISHERMEN'S CLUB: Members & Creditors Approve Recovery Plan
NITE NITE: Goes Into Administration, Posts GBP6.3MM Deficiency

TRAVELPORT LLC: S&P Raises Corp. Credit Ratings From 'SD' to 'B-'
WORLDPAY: Moody's Assigns Ba2 Rating to Sr. Sec. Loan Facilities


X X X X X X X X

* EUROPE: Bank Bondholders May Recoup Losses Under New Proposal
* EUROPE: German Banks Oppose EU Recapitalization Plans




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B E L G I U M
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DEXIA GROUP: Moody's Cuts Bank Fin'l. Strength Rating to 'E+'
-------------------------------------------------------------
Moody's Investors Service has taken rating actions on the
standalone bank financial strength ratings (BFSRs) of Dexia's
three key operating subsidiaries following the restructuring plan
announced by the Dexia Group on October 10, 2011. The proposed
restructuring could eventually result in the dismantling of the
group, involving a change in ownership for some of Dexia's key
operating subsidiaries that Moody's rates, hence the need for the
rating agency to reassess the individual entities'
creditworthiness.

Given the current level of visibility surrounding the actual
restructuring process as well as related challenges and execution
risks, Moody's has not adjusted any senior long-term debt ratings,
which remain on review. However, the rating agency believes that
the risks have materially increased on certain subordinated and
hybrid securities issued by Dexia Credit Local (DCL), which have
therefore been downgraded. The ratings for the subordinated and
hybrid securities issued by Dexia Bank Belgium (DBB) and Dexia
Banque Internationale a Luxemburg (DBIL) remain on review,
reflecting the planned disposal of both entities. In view of the
more advanced sale process for DBB, there may be some near-term
upside for current ratings on certain long-term senior and
subordinated ratings of the bank, which have therefore been placed
on review with direction uncertain, having previously been on
review for downgrade.

The short-term debt ratings for all entities were unchanged and
remain on review for downgrade.

The rating actions reflect Moody's view that the high inter-
company support, which had previously prevailed within the
centrally managed Dexia Group, will reduce due to the
restructuring. Consequently, the group's three main operating
companies can no longer have the same level of BFSR and senior
long- and short-term ratings, but instead merit a more
individualised approach.

Overview of Rating Actions

The rating actions are as follows:

-- Dexia Credit Local (DCL): Moody's has downgraded DCL's BFSR
    by two notches to E+, mapping to B2 on Moody's long-term
    scale, from D/Ba2 previously. The BFSR remains on review for
    further possible downgrade, reflecting continued concerns
    related to DCL's liquidity and the negative impact that the
    anticipated dissolution of the group structure may have on
    DCL's operating profile. Additionally, the rating agency has
    downgraded DCL's dated subordinated debt to Ba3 from Baa1.
    Moody's is maintaining its review for downgrade on the BFSR,
    the A3 long-term debt and deposit ratings, the Prime-1
    short-term debt ratings, and the subordinated debt. Moody's
    has also downgraded the entity's preferred stock security
    rating to Ca (hyb) with a negative outlook, from Caa1 (hyb),
    previously under review for downgrade.

-- Dexia Bank Belgium (DBB): In order to reflect the possibility
    that the break-up of the group structure may result in a de-
    risking of the entity under the anticipated ownership of
    Belgium (Aa1, review for downgrade), Moody's has changed the
    status of some of DBB's ratings that had been on review for
    downgrade to review with direction uncertain to reflect this
    upside. The affected ratings are DBB's D BFSR (which maps to
    Ba2 on Moody's long-term scale), its A3 long-term debt and
    deposit ratings, its Baa1 subordinated debt rating and its
    Ba1 (hyb) junior subordinated debt ratings. Separately,
    Moody's is maintaining the review for downgrade on the
    Prime-1 short-term debt rating and on DBB's B2 (hyb) junior
    subordinated debt rating.

-- Dexia Banque Internationale a Luxembourg (DBIL): In view of
    the announced intention to sell DBIL, Moody's has placed on
    review with direction uncertain the D BFSR, mapping to Ba2 on
    Moody's long-term scale, as well as the Ba1 (hyb) junior
    subordinated debt rating and B3 (hyb) preferred stock rating.
    These ratings had previously been on review for downgrade.
    Given the limited visibility regarding DBIL's future
    ownership, the rating agency has also announced that it is
    maintaining the review for downgrade of DBIL's A3 long-term
    debt and deposit ratings, Baa1 subordinated debt rating and
    Prime-1 short-term debt rating.

-- Dexia Funding Luxembourg (DFL): Moody's has downgraded DFL's
    4.892% EUR500 million non-cumulative preferred stock to Ca
    (hyb) with a negative outlook from B3 (hyb) under review for
    downgrade previously.

Ratings Rationale

- DEXIA CREDIT LOCAL (DCL)

The downgrade of DCL's BFSR was driven by Moody's view that DCL's
stand-alone liquidity and capital characteristics are more
appropriately reflected by a BFSR of E+, mapping to a Baseline
Credit Assessment (BCA) of B2.

Moody's believes that DCL has the greatest liquidity gap issues
within the Dexia Group given its structural reliance on wholesale
funding and the fact that it continues to carry the largest part
of the legacy portfolio on a short-term funded basis. As such, on
a standalone basis, DCL would be hardest hit by the deterioration
in the overall group's liquidity position, as discussed by Moody's
in its press release dated October 3, 2011. The rating agency
believes that, in the absence of external support, DCL would very
likely have defaulted.

Moreover, although Moody's believes that the overall quality of
DCL's assets remains reasonably good on a held-to-maturity basis,
DCL's solvency is under further pressure given the high level of
unrealized losses due to its holding of the largest part of the
group's legacy portfolio, as well as the expected impairments on
its exposure to Greek government bonds.

The rating agency also believes that DCL's franchise in the French
public finance sector, which is its core business, is likely to
undergo a rapid erosion once a planned joint venture project
between La Caisse des Depots et Consignations (CDC) and La Banque
Postale (LBP) for the origination of loans to the French local
authorities is launched. In addition, Moody's believes that DCL's
reputation among municipalities has suffered materially in recent
weeks due to (1) the lack of financing capacity, (2) the
restructuring of the group, and (3) the negative publicity
surrounding certain highly structured loans made in the past which
are now disadvantageous to the municipalities. Moody's is
therefore maintaining DCL's E+ BFSR on review for further
downgrade to assess the risk that the expected erosion of its
franchise may effectively result in the entity diminishing over
time.

Moody's is also maintaining DCL's A3 senior long-term debt rating
on review for downgrade reflecting the review for downgrade on the
BFSR and the potential for a diminution of systemic support due to
the expected decline in the entity's weight in the French public
finance sector, currently offset by the positive impact of the
announced funding guarantee mechanism, as agreed by the Belgian,
French and Luxembourg states for Dexia SA and DCL. During its
review, the rating agency will consider the exact terms of the
guarantee scheme once they have been clarified, and assess whether
this mechanism could be a sufficient measure to support DCL's
liquidity in the foreseeable future. If Moody's concludes that the
scheme is unlikely to afford appropriate protection to existing
creditors, a multi-notch downgrade of DCL's senior long-term debt
rating cannot be excluded.

Moody's is additionally maintaining DCL's Prime-1 short-term debt
rating on review for downgrade. On the one hand, the rating agency
notes that the presence of high systemic support during the
restructuring process of Dexia Group means that the risk of a
default of DCL in the short term is very limited. On the other
hand, a downgrade of the short-term debt rating could be triggered
by a downgrade of DCL's senior long-term debt rating, hence the
continued review of the short-term rating.

The decision to downgrade DCL's subordinated debt rating to Ba3
and maintain it on review for further downgrade was motivated by
Moody's view that, while the central case is for a managed wind-
down of DCL with support which would benefit both senior and
subordinated creditors, the possibility of a split, change in law
or other actions which could prejudice the interests of
subordinated creditors is not entirely negligible. Given this
risk, Moody's believes that an investment-grade rating is not
appropriate for this instrument. Consequently, DCL's subordinated
debt rating has been positioned six notches below the entity's
senior long-term debt rating. A further downgrade of this rating
could be triggered by a downgrade of DCL's intrinsic rating, or by
Moody's perception of an increased risk of an action that could
prejudice the subordinated creditors.

Lastly, DCL's 4.3% EUR700 million preferred stock rating was
downgraded to Ca (hyb) with a negative outlook from Caa1 (hyb) on
review for downgrade previously. This security continues to be
rated on a expected-loss basis. Due to the current restructuring
of the group, DCL's relatively low capitalisation and its reduced
capacity to generate profits in the future, the rating agency
believes that the risk of a continued ban by the EU commission on
dividend payment has increased, which could result in further
missed preferred coupons.

- DEXIA BANK BELGIUM (DBB)

Moody's has changed the review of DBB's BFSR of D, which maps to a
BCA of Ba2, from review for downgrade to review with direction
uncertain. This was driven by the rating agency's view that the
de-linking of DBB from other Dexia Group entities as a result of
its proposed acquisition by the Belgian state provides potential
upside to its intrinsic financial strength. Moody's recognises
DBB's sound fundamentals on a stand-alone basis with a solid
franchise in both the Belgian public sector finance and retail
banking businesses, a good deposit base and reasonable
capitalisation. The rating agency believes that a separation of
DBB from Dexia Group could help to improve its financial structure
and creditworthiness, which are currently constrained by the need
to finance the other group entities and potentially diminished
client confidence in the Dexia name.

However, because Moody's believes that DBB's nationalisation is
still subject to execution risk, the rating agency is maintaining
the review for direction uncertain on the BFSR while it lacks a
clearer view of the potential hurdles that could face the
transaction. The review will focus in particular on the amount of
intercompany balances with the rest of Dexia Group, which the
rating agency assumes to be currently substantial given DBB's role
as the treasury centre of the group, and on how these balances are
intended to be settled in the reorganization. Moody's understands
that around EUR20 billion of legacy assets will remain on DBB's
balance sheet. The rating agency will review whether these assets
could potentially affect DBB's creditworthiness.

The change of the review on DBB's A3 senior long-term debt rating
to direction uncertain from the previous review for downgrade was
driven by the change of the review on the BFSR. The Belgian
government's offer to purchase DBB reflects its strong willingness
to support the bank and argues for maintaining relatively high
systemic support.

Moody's is maintaining DBB's Prime-1 short-term debt rating on
review for downgrade due to the agency's perception that systemic
support will remain high during the restructuring process of Dexia
Group. The review for downgrade primarily reflects the risks
related to a potential failure of the sale of DBB to the Belgian
State.

The change of the review on DBB's Baa1 subordinated debt rating to
direction uncertain from the previous review for downgrade was
driven by the change of the review on the senior long-term debt
rating.

Moody's is also maintaining the review for downgrade on the B2
(hyb) rating of the 6.25% non-cumulative junior subordinated debt
issued by DBB. This security continues to be rated on an expected-
loss basis. The rating agency believes that, in the context of a
nationalisation of the bank, there is a high risk of an extension
of the ban on DBB from paying dividends that was imposed by the EU
Commission until the end of 2011. This risk offsets the upside
related to the potential upgrade of DBB's BFSR.

The change of the review on the Ba1 (hyb) rating of the cumulative
junior subordinated issues of Dexia Overseas Limited to direction
uncertain from the previous review for downgrade is driven by the
change in the review of DBB's BCA. Moody's anchors the rating of
these securities from the Adjusted BCA which is equivalent to the
Ba2 standalone credit strength in the absence of parental or
cooperative support and adds one notch because the trigger for
mandatory coupon suspension is insolvency, which means that these
hybrids will likely not absorb losses until the bank is close to
liquidation rather than as a "going" concern.

- DEXIA BANQUE INTERNATIONALE A LUXEMBOURG (DBIL)

Moody's has changed the review on DBIL's BFSR of D, mapping to a
BCA of Ba2, to direction uncertain from the previous review for
downgrade. This was driven by the rating agency's view that the
potential exit of DBIL from Dexia Group (as supported by the
announcement of advanced discussions between Dexia and a group of
international investors including the Luxembourg state) provides
potential upside to its intrinsic rating. In Moody's opinion, DBIL
has good fundamentals on a stand-alone basis, with an established
local retail franchise, a sound financial structure and a good
capitalisation. A separation from Dexia Group is expected to
relieve it from the pressure exerted by the funding needs of the
group and allow it to recover client confidence.

Moody's notes that a binding offer by a potential group of buyers
is expected to be submitted at the end of a two-week exclusivity
period beginning on 10 October, which leaves some uncertainty in
terms of the realisation of the transaction. In addition, it is
Moody's understanding that DBIL will be sold without its
participations in RBC Dexia and Dexia Asset Management. The rating
agency will need to re-assess the level of intrinsic strength of
DBIL without these stakes.

Moody's is maintaining DBIL's A3 senior long-term debt rating on
review for downgrade. Despite placing DBIL's BFSR on review for
direction uncertain, the rating agency currently sees little
upside potential on the senior long-term debt rating. Although
Moody's recognises the strong involvement of the Luxembourg
government in the restructuring of Dexia, the level of systemic
support that will be incorporated into DBIL's senior long-term
debt rating will depend on its future ownership structure.

Moody's is also maintaining DBIL's Prime-1 short-term debt rating
on review for downgrade because of its perception of high systemic
support during the restructuring process of Dexia Group. The
review for downgrade primarily reflects the risks related to a
potential failure of the contemplated sale of DBIL.

Additionally, Moody's is maintaining DBIL's Baa1 subordinated debt
rating on review for downgrade.

The change of the review on the B3 (hyb) rating of the 6.821% non-
cumulative preferred stock issued by DBIL to direction uncertain
from the previous review for downgrade was driven by the change in
the review of the BCA. Since Moody's expects coupon payments on
this hybrid to continue, the rating is positioned on the basis of
normal notching. Due to its net loss trigger feature, which
results in the suspension of coupons on a non-cumulative basis
upon a trigger breach, the rating is positioned four notches below
the Adjusted BCA.

Similarly, the change of the review on the Ba1 (hyb) rating of the
cumulative junior subordinated issues of DBIL to direction
uncertain from the previous review for downgrade was also driven
by the change in the review of DBIL's BCA. Moody's anchors the
rating of these securities from the Adjusted BCA and adds one
notch because the trigger for mandatory coupon suspension is
effectively insolvency, which means that these hybrids will likely
not absorb losses until the bank is close to liquidation, rather
than as a "going" concern.

- DEXIA FUNDING LUXEMBOURG (DFL)

Moody's has downgraded DFL's 4.892% EUR500 million non-cumulative
preferred stock to Ca (hyb) with a negative outlook from B3 (hyb)
on review for downgrade previously. Even though DFL paid a coupon
on this security in 2010 and is expected to pay one in 2011 due to
the capital increase by incorporation of reserves at Dexia SA
(unrated) in both years, the rating agency considers the risk of a
ban by the EU commission on future dividend payment to have become
higher. This in turn increases the probability of suspension of
the preferred coupon. The rating of this security is aligned with
that of DCL's 4.3% preferred stock.

The 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.


DEXIA SA: Belgian Unit Nationalization Gets Initial EU Okay
-----------------------------------------------------------
Agence France Presse reports that European competition authorities
on Monday gave temporary approval to Belgium's nationalization of
Dexia's Belgian unit under a rescue plan of the Franco-Belgian
banking group.

According to AFP, the European Commission gave the Belgian
government six months to provide a new restructuring plan for
Dexia Bank Belgium, saying it was too soon to determine if the
EUR4-billion acquisition complies with EU state aid rules.

"The Commission acknowledges that the measure is necessary to
preserve financial stability," AFP quotes the European Union's
executive arm as saying in a statement.

AFP notes that the commission said it launched an in-depth
investigation to "assess whether the acquisition price contains
state aid, and if so, whether the aid complies with EU rules for
restructuring aid."

The commission, AFP says, will want to see whether the
restructuring plan will "ensure the return to long-term viability
of the entities continuing business activity, whether there would
be adequate burden sharing by all involved of the restructuring
costs and whether there would be sufficient measures taken to
compensate for the distortions of competition."

As reported by the Troubled Company Reporter-Europe on Oct. 14,
2011, Bloomberg News related that Belgium, France and Luxembourg
on Oct. 9 provided a EUR90 billion (US$123 billion) 10-year
guarantee to cover Dexia's funding needs, Bloomberg recounts.
Belgium will provide about 61% of the cover and France about 37%
of the backing, Bloomberg disclosed.  The Belgian government is
buying Dexia's national consumer lending unit for EUR4 billion
while French state-owned banks Caisse des Depots et Consignations
and La Banque Postale are in talks to take over the bank's French
municipal lending unit, which provides loans to local governments,
Bloomberg noted.

Dexia SA -- http://www.dexia.com/-- is a Belgian-based bank and
insurance carrier that focuses on Public and Wholesale Banking,
providing local public finance actors with banking and financial
solutions, and on Retail and Commercial Banking in Europe, mainly
Belgium, France, Luxembourg and Turkey.


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C R O A T I A
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RADIO 101: Creditors Back Trustee's Rescue Plan
-----------------------------------------------
HINA news agency reports that Radio 101's creditors supported on
Monday bankruptcy trustee Maroje Stjepovic's proposal to draw up a
plan to complete bankruptcy proceedings within six months by
finding an investor so that the Radio 101 could continue
operating.

After the bankruptcy plan was approved, Zagreb Commercial Court
Judge Nevenka Siladi Rastic decided that an attempt should be made
in the next three weeks to collect HRK1 million from the creditors
so that Radio 101 could function until the end of the bankruptcy
proceedings, HINA relates.

According to HINA, the trustee insisted the station needed an
urgent injection of HRK1 million over the next six months, because
its entire program was being made by 23 people who received their
last salary in May.

Mr. Stjepovic said he counted on the state to provide the funds,
but the state's representative, Assistant Zagreb County Attorney
Mladen Crnjakovic, disagreed, HINA recounts.  According to HINA,
he said he did not think the state would provide the whole amount,
but added that it was "undertaking certain successfully completed.

The trustee, as cited by HINA, said the creditors had no choice
but to vote for the bankruptcy plan because, if it was completed
successfully, they would be able to collect HRK12 million in
total, otherwise the station would fold and nobody would collect
anything.

Radio 101 employees' claims would be paid in full from said
amount, as would the state's claims for pension insurance
contributions, while suppliers and part-time workers would collect
15-20% of their claims, as would the state for other taxes, HINA
states.

The trustee said that a number of investors are interested in
injecting fresh capital in the radio station, the most serious
being Media Servis and Impossibile Egressus, both of which took
part in the first attempt to sell Radio 101, HINA notes.

The station's debt to creditors, former employees and business
associates amounts to about HRK26 million, while the bankruptcy
estate amounts to about HRK12 million, HINA discloses.

Radio 101 is a Zagreb radio station.


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HSH NORDBANK: Moody's Changes Outlook on E+ BFSR to Stable
----------------------------------------------------------
Moody's Investors Service has changed the outlook to stable from
developing on HSH Nordbank AG's (HSH) E+ bank financial strength
rating (BFSR) -- mapping to B1 on the long-term scale -- and has
also affirmed the E+ BFSR. These rating announcements are in
response to the European Commission's (EC) approval of HSH's
restructuring plan, which has enhanced the clarity of HSH's future
credit profile.

The following ratings of HSH remain on review for downgrade (i)
the A3 senior unsecured debt and deposit ratings; (ii) the Prime-1
short term rating; and (iii) the Ba3 subordinated debt rating. The
ongoing review -- which is part of Moody's wider review of the
ratings for 12 public-sector banks in Germany -- focuses on the
various layers of support assumptions that are factored into the
long-term ratings. As a result of these considerations -- and as
outlined on July 1, 2011 -- Moody's considers that HSH's senior
unsecured ratings will likely experience a revision of support
probabilities. This may result in downgrades of more than one
notch (See Moody's press release from July 1, 2011, entitled
"Moody's reviews ratings of German Landesbanken").

HSH's hybrid ratings and the Aa1 ratings of the bank's debt that
remains covered by the former grandfathering rules remain
unaffected by today's rating action.

RATINGS RATIONALE

CREDIT PROFILE STABILISED, BUT CHALLENGES REMAIN

The affirmation of HSH's E+ BFSR, which corresponds to a
standalone strength rating of B1 on the long-term scale, reflects
Moody's opinion that EC's approval of HSH's restructuring plan
provides clarity about the future profile of HSH, whose core
franchise will focus on financial services to the business
community in northern Germany. Despite this extra clarity afforded
by the approval of the plan, the BFSR is constrained by (i) the
ongoing de-risking and downsizing of HSH's balance sheet, which,
according to the approval of the EC, will have to exceed the
measures previously suggested by HSH; (ii) the related franchise
challenges; and (iii) the limited profitability and capital
generation as a result of the continuous financial burden from
previous support measures, as well as downsizing costs.

The approved restructuring plan emphasizes HSH's role as a lender
to Germany's northern region and continues to allow for a business
model centred around its core competencies in asset-based finance.
The key challenges that remain for HSH are (i) its ability to
maintain access to a diversified mix of funding sources including
the network of saving banks; and (ii) whether it can stabilise and
raise the earnings capacity of its remaining core activities. At
the same time, until 2015, HSH will need to bear the financial
burden of previous support measures and cope with an operating
cost level that will lag behind during the downsizing period. It
will also need to maintain a sufficient level of liquidity, as the
remaining EUR6 billion liquidity support provided by the SoFFin
will expire in 2012.

RATIONALE FOR THE STABLE OUTLOOK ON THE BFSR

In Moody's view, substantial state support has stabilized HSH's
credit profile. The EUR7 billion risk shield that its majority
owners provide is an essential element in HSH's risk-absorption
capacity, as reflected in its Tier 1 ratio of 18%.

The stable outlook on the BFSR also reflects Moody's view that the
implementation of the downsized and focused business and trimmed
risk profile will likely drive improvements in HSH's standalone
strength. However, any improvements are likely to be gradual and
achievable only over the longer term.


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G R E E C E
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HELLENIC TELECOMS: S&P Cuts CCR to 'B'; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings said lowered its long-term corporate
credit rating on Greek telecom operator Hellenic
Telecommunications Organization S.A. (OTE) to 'B' from
'BB-'. "In addition, we affirmed the 'B' short-term rating. The
outlook is negative," S&P related.

"The rating action reflects our view that the group's liquidity
profile has weakened to less-than-adequate under our criteria in
the absence of any recent refinancing," said Standard & Poor's
credit analyst Matthias Raab. "Furthermore, we believe the
deteriorating macroeconomic conditions in OTE's domestic market,
including a potential default of the Hellenic Republic (Greece;
CC/Negative/C), could continue to negatively affect the group's
operating results and access to capital markets."

"Although we expect that OTE's credit measures, as adjusted by
Standard & Poor's, do not materially weaken in our base-case
assessment for OTE in 2011 and 2012 from current levels, we are
revising the group's financial risk profile to 'highly leveraged'
from 'significant', reflecting the group's weaker liquidity
profile. This is primarily because OTE has significant debt
maturities in 2012 and 2013 and has not been able to refinance
debt since May 2011. Nevertheless, in our base-case assessment, we
forecast that the group's available liquidity sources and free
cash flow generation prospects are sufficient to cover debt
maturities in 2011 and 2012. We continue to assess the company's
business risk profile as 'weak', which primarily reflects the
group's leading market positions, solid profit margins, and
adequate cash generation despite an adverse regulatory and
macroeconomic environment," S&P said.

"The 'B' rating on OTE is one notch higher than our assessment of
the company's stand-alone credit profile, primarily because we
factor in moderate support from OTE's 40% shareholder Deutsche
Telekom AG (DT; BBB+/Positive/A-2), which fully consolidates OTE
in its financial results in line with a shareholder agreement with
the Greek government," S&P related.

As of June 30, 2011, OTE's debt-to-EBITDA ratio and ratio of funds
from operations (FFO) to debt, as adjusted by Standard & Poor's,
were 3.5x and 22%.

"The negative outlook reflects the possibility of a downgrade in
the next six to 12 months if OTE's liquidity profile continues to
weaken," said Mr. Raab. "This could be the case if OTE generated
less than EUR100 million free operating cash flow in the second
half of 2011 as a result of a weaker operating performance than we
currently expect, or if we assess that OTE was at risk of not
being able to address its debt maturities due in September 2012
and February 2013. In addition, we could lower the rating if we
believed DT's commitment to OTE had weakened."


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ANGLO IRISH: Changes Name to Irish Bank Resolution Corporation
--------------------------------------------------------------
BBC News reports that Anglo Irish Bank has changed its name to
Irish Bank Resolution Corporation (IBRC).

According to BBC, the bank's chief executive said the move was of
"symbolic importance" as a break with the past.

The name has been one of those most directly associated with
Ireland's financial crisis, BBC states.

Anglo Irish merged with Irish Nationwide Building Society this
year, BBC recounts.  The two lenders received EUR35 billion
(GBP30.7 billion; US$48.5 billion) of state capital, BBC
discloses.  That was more than half the entire bill for bailing
out the country's banks, BBC notes.

The two groups have had their boards overhauled, their deposits
sold off and are being wound down over the next 10 years, BBC
says.

The bank, as cited by BBC, said its customers would not have to
take any action as a result and could continue to operate their
accounts as normal.

IBRC said it expected the renaming process to take a few months to
complete because of legal formalities and other operational
requirements, BBC relates.

Anglo Irish Bank Corp PLC -- http://www.angloirishbank.com/--
operates in three core areas: business lending, treasury and
private banking.  The Bank's non-retail business is made up of
more than 11,000 commercial depositors spanning commercial
entities, charities, public sector bodies, pension funds, credit
unions and other non-bank financial institutions.  The Company's
retail deposits comprise demand, notice and fixed term deposit
accounts from personal savers with maturities of up to two years.
Non-retail deposits are sourced from commercial entities,
charities, public sector bodies, pension funds, credit unions and
other non-bank financial institutions.  In addition, at Sept. 30,
2008, its non-retail deposits included deposits from Irish
Life Assurance plc.  The Private Bank offers tailored products
and solutions for high net worth clients and operates the Bank's
lending business in Ireland and the United Kingdom.


ANGLO IRISH: Judge Authorizes Sale of Ex-CEO's Cape Cod Property
----------------------------------------------------------------
Neil Callanan and Donal Griffin at Bloomberg News report that the
trustee liquidating former Anglo Irish Bank Corp. Chief Executive
Officer David K. Drumm's assets to help pay creditors owed more
than US$14 million received court approval to sell his waterfront
home for US$3.9 million.

U.S. Bankruptcy Judge Frank Bailey in Boston authorized the sale
of the Cape Cod property in an order dated Oct. 4, Bloomberg
relates.  It's being bought by Three Sisters Trust, or its
designee, and sold by Chapter 7 Trustee Kathleen Dwyer, according
to the order, Bloomberg notes.

Mr. Drumm resigned in December 2008 and the bank was taken over by
the government weeks later, Bloomberg recounts.  He filed for
Chapter 7 bankruptcy protection in October 2010, listing debts of
US$14.2 million and assets of US$13.9 million, Bloomberg
discloses.

According to Bloomberg, court papers show that an additional
US$150,000 will be paid for personal property at the house,
bringing the total transaction value to more than US$4 million.
Lorraine Drumm, Mr. Drumm's wife who shares an interest in the
house and isn't in bankruptcy, will be given a portion of the
proceeds from the personal-property sale, Bloomberg states.  The
order didn't specify what items are being sold, Bloomberg notes.

Anglo Irish Bank, now named Irish Bank Resolution Corp., reported
EUR17.7 billion (US$24.5 billion) of pretax losses for 2010 tied
to the bursting of the country?s property bubble, Bloomberg
recounts.  The bank is suing Mr. Drumm in Dublin and in the U.S.
in connection with money he allegedly borrowed from the bank,
Bloomberg states.  Mr. Drumm denies any wrongdoing, Bloomberg
notes.

The case is: In re David K. Drumm, 10-21198, U.S. Bankruptcy
Court, District of Massachusetts (Boston).

According to Irish Independent's Simon Carswell, the Boston court
ruled on Oct. 16 that Mr. Drumm was not entitled to claim a
"homestead exemption" for US$500,000 on his multimillion-dollar
house at Stage Neck Road in Chatham, Massachusetts.

Individuals can claim the exemption to allow them retain their
home or US$500,000 of equity from the sale of a principal
residence so they can keep a home through bankruptcy under state
law, Irish Independent notes.

The court-appointed officer overseeing Mr. Drumm's bankruptcy
objected to his claim, arguing that he was not domiciled in
Massachusetts for the required 730-day period before he declared
bankruptcy in October 2010, Irish Independent relates.

Ms. Dwyer, as cited by Irish Independent, said Mr. Drumm was not
eligible because the house was not his principal residence and, as
an Irish citizen and resident in the US during the 730-day period
only on a temporary visa, did not establish "domiciliary status".

Anglo Irish Bank Corp PLC -- http://www.angloirishbank.com/--
operates in three core areas: business lending, treasury and
private banking.  The Bank's non-retail business is made up of
more than 11,000 commercial depositors spanning commercial
entities, charities, public sector bodies, pension funds, credit
unions and other non-bank financial institutions.  The Company's
retail deposits comprise demand, notice and fixed term deposit
accounts from personal savers with maturities of up to two years.
Non-retail deposits are sourced from commercial entities,
charities, public sector bodies, pension funds, credit unions and
other non-bank financial institutions.  In addition, at Sept. 30,
2008, its non-retail deposits included deposits from Irish
Life Assurance plc.  The Private Bank offers tailored products
and solutions for high net worth clients and operates the Bank's
lending business in Ireland and the United Kingdom.


BANK OF IRELAND: State's Holding Drops to Over 15%
--------------------------------------------------
Ed Carty at Irish Examiner reports that the state's holding in
Bank of Ireland has dropped to just over 15% after a billion euro
investment by a Canadian investment firm.

Fairfax Financial Holding has reduced the Government-managed stake
from 36% after buying up 10.51 billion shares at 10 cent each,
Irish Examiner discloses.  Finance Minister Michael Noonan said it
was a successful deal, Irish Examiner relates.

The stock deal was worth EUR1.051 billion, Irish Examiner says.

The state shareholding had been held by the National Pension
Reserve Fund, Irish Examiner notes.  The sale dramatically reduces
any possibility that Bank of Ireland will fall into majority state
ownership, Irish Examiner states.

Fairfax Financial Holdings is a financial services holding company
with key insurance interests.

Headquartered in Dublin, Bank of Ireland --
http://www.bankofireland.com/-- provides a range of banking and
other financial services.  These include checking and deposit
services, overdrafts, term loans, mortgages, business and
corporate lending, international asset financing, leasing,
installment credit, debt factoring, foreign exchange facilities,
interest and exchange rate hedging instruments, executor,
trustee, life assurance and pension and investment fund
management, fund administration and custodial services and
financial advisory services, including mergers and acquisitions
and underwriting.  The Company organizes its businesses into
Retail Republic of Ireland, Bank of Ireland Life, Capital
Markets, UK Financial Services and Group Centre.  It has
operations throughout Ireland, the United Kingdom, Europe and the
United States.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on July 25,
2011, DBRS Inc. downgraded the ratings of certain subordinated
debt issued by The Governor and Company of the Bank of Ireland to
"D" from "C".  The downgrade follows the execution of the Group's
note exchange offer.


EUROMAX III: Fitch Lowers Rating on Class A-2 Notes to 'CCCsf'
--------------------------------------------------------------
Fitch Ratings has downgraded two tranches and affirmed 22 tranches
of the Euromax III MBS Ltd (Euromax III), Euromax V ABS PLC
(Euromax V), Euromax VI ABS PLC (Euromax VI) and Dureve Limited
Series 2010-1 (Dureve) transactions.  The Euromax III, V and VI
transactions are cash flow securitizations of primarily mezzanine
structured finance assets.  Dureve is a re-securitization of
Euromax V's class A1.  The rating actions are as follows.

Euromax III

  -- Class A-1 (XS0158773324): downgraded to 'Bsf' from 'BBsf';
     Outlook Negative

  -- Class A-2 (XS0158774991): downgraded to 'CCCsf' from 'Bsf'

  -- Class B (XS0158775022): affirmed at 'CCsf'

The downgrade of Euromax III's classes A-1 and A-2 notes' ratings
reflects Fitch's view that there is a material risk that the
portfolio assets' expected maturity will extend beyond the notes'
expected maturity in December 2014.  The agency affirmed the class
B as the agency believes class B's credit enhancement was
commensurate with the portfolio's credit quality.

There are 30 assets remaining in the portfolio, of which nine are
rated 'CCCsf' and below and make up 30% of the portfolio including
19% of 'CCsf' and below assets.  In Fitch's view, the portfolio
weighted average recovery rate is low at 12%.  CMBS assets stood
at 29% of the portfolio and there is substantial exposure to the
subprime RMBS sector at 18%.

Euromax III is an older vintage deal that closed in 2002. Class A-
1 has amortized to 38% of its original size, leading to increased
credit enhancement for all rated notes since close.  There has
been no breach of the over-collateralization (OC) test to date
largely because there are no ratings-based haircuts for the OC
test.  Therefore, there has been no support from excess spread
diversion to senior notes to date.  If the notes remain
outstanding beyond 2014, there will be a step-up in the coupons
paid on the notes. Fitch believes that at that time, the OC test
could be breached because of the increase in the long-dated assets
bucket which would increase the OC test's haircut.  However, in
Fitch's opinion, the support to the senior notes provided by
excess spread diversion would be limited by the coupons step-up.

Euromax V

  -- Class X (XS0274619724): affirmed at 'Asf'; Outlook Stable
  -- Class A1 (XS0274615656): affirmed at 'CCCsf'
  -- Class A2 (XS0274616381): affirmed at 'CCCsf'
  -- Class A3 (XS0274616977): affirmed at 'CCsf'
  -- Class A4 (XS0274617439): affirmed at 'Csf'
  -- Class B1 (XS0274617603): affirmed at 'Csf'
  -- Class B2 (XS0274617942): affirmed at 'Csf'
  -- Class D1 combination notes (XS0274619138): affirmed at 'Csf'
  -- Class D2 combination notes (XS0274619211): affirmed at 'Csf'

The affirmation of Euromax V's classes A1 to B2 at 'CCCsf' and
below reflects the notes' level of credit enhancement relative to
the portfolio's credit quality.  The 'CCCsf' and below bucket
totals 36% of the portfolio and in Fitch's view, the portfolio
weighted average recovery rate is relatively low at 16%.  The
largest single industry is CMBS, at 56% of the portfolio.  There
are three CMBS B-notes in the portfolio that make up 4.5% of the
portfolio.

All the OC tests are being breached and there have been at least
one OC test failure since October 2008.  The interest coverage
test is passing and all timely-rated notes have not deferred
interest payments.  Fitch notes that the diversion of excess
spread due to the coverage tests breach over the past three years
has provided some support to the senior notes, with EUR10 million
of class A1 being paid down from excess spread. In addition, EUR29
million of principal proceeds was used to delever the class A1.
The agency expects that any future prepayments would come from the
better quality assets in the pool, and that as the portfolio
continues to delever, the weighted average cost of funding would
increase and the potential benefit of excess spread would
decrease.

The class D1 and D2 combination notes' ratings reflect the ratings
of their respective component classes, total distributions to date
(which count towards reducing the rated balances) and future
distributions expected on each of the component classes.  The
rated balances of classes D1 and D2 currently stand at EUR4.3
million and EUR6.5 million, respectively.  There have been no
distributions to classes D1 and D2 since May 2009.  The 'Asf'
rating on Class X reflects the structural features of this class.
Class X has a fixed amortization schedule that is senior in the
interest waterfall and is expected to mature in February 2013.

Euromax VI

  -- Class X (XS0294718944): affirmed at 'Asf'; Outlook Stable
  -- Class A (XS0294719082): affirmed at 'CCCsf'
  -- Class B (XS0294720171): affirmed at 'CCsf'
  -- Class C (XS0294720338): affirmed at 'Csf'
  -- Class D (XS0294720841): affirmed at 'Csf'
  -- Class E (XS0294721146): affirmed at 'Csf'
  -- Class G combination notes (XS0294722201): affirmed at 'CCsf'
  -- Class H combination notes (XS0294722896): affirmed at 'Csf'

The affirmation of Euromax VI's classes A to E notes at 'CCCsf'
and below reflects the level of the notes' credit enhancement
relative to the portfolio credit quality.  The 'CCCsf' and below
bucket totals 28.5% of the portfolio and in Fitch's view, the
portfolio weighted average recovery rate is relatively low at 18%.
The two largest industries are RMBS at 51% of the portfolio and
CMBS at 42%.

All the OC tests are being breached and there have been at least
one OC test failing since March 2009.  The interest coverage test
is passing and all timely-rated notes have not deferred interest
payments.  Fitch notes that the diversion of excess spread due to
the coverage tests breach over the past 2.5 years has provided
some support to the senior notes, with EUR10 million of class A
being paid down from excess spread.  In addition, EUR102 million
of principal proceeds was used to delever class A.  Fitch expects
that any future prepayments would come from the better quality
assets in the pool, and that as the portfolio continues to
delever, the weighted average cost of funding would increase and
the potential benefit of excess spread would decrease.

The ratings on the class G and H combination notes reflect the
ratings of their respective component classes, total distributions
to date (which count towards reducing the rated balances) and
future distributions expected on each of the component classes.
The rated balances of classes G and H currently stand at EUR6.8
million and EUR19.9 million, respectively.  There have been no
distributions to class H since April 2009.  The 'Asf' rating on
class X reflects the structural features of this class.  Class X
has a fixed amortization schedule that is senior in the interest
waterfall and is expected to mature in April 2012.

Dureve

  -- Class Senior A-1 (XS0570761600): affirmed at 'Asf'; Outlook
     Stable

  -- Class Senior A-2 (XS0570762087): affirmed at 'BBB-sf';
     Outlook Stable

  -- Class Mezzanine B (XS0570763564): affirmed at 'BB+sf';
     Outlook Stable

  -- Class Subordinated C-1 (XS0570763994): affirmed at 'BB-sf';
     Outlook Stable

This is the first performance review of Dureve since it closed in
December 2010.  Class Senior A-1 has paid down to 73% of its
original size, leading to increased credit enhancement for all the
rated notes since close.  The affirmation of Dureve's notes
reflects the affirmation of the underlying Euromax V's class A1
note.


KIMPTON VALE: Faces Wind-Up Petition Following Losses
-----------------------------------------------------
Colm Keena at The Irish Times reports that a petition for the
winding up of Kimpton Vale, which has loans that have been moved
to the National Asset Management Agency, is to be made to the High
Court Monday next week.

The petition is to be made by Talsar Developments Ltd, a creditor
of Kimpton, The Irish Times discloses.  Talsar is a Dublin
building company owned by Derek Wray, of Terenure, Dublin, and
Neal Thompson, of Clane, Co Kildare.

The latest filed accounts for the company are for the year to May
20, 2009, and show that work worth EUR5.3 million was completed
that year on residential property for its owner and his children,
The Irish Times discloses.

The accounts for the company show it "raised an invoice of EUR1
million including VAT to directors Laurence and Mairead Keegan
regarding the construction of a residential property" during the
year, The Irish Times states.

The accounts do not give any information in relation to payments
arising from the invoice, The Irish Times notes.

According to The Irish Times, the accounts also state the company
was contracted to build residential units for the Kimpton Vale
Partnership and that an invoice of EUR4.32 million was raised on
their construction and fit out.

The accounts say transactions with interested parties were
conducted on an arm's-length basis, The Irish Times discloses.
They show Kimpton Vale made a pretax loss of EUR873,549 and had
accumulated losses of EUR3.89 million at year's end, The Irish
Times relates.  Bank borrowings were EUR8 million, according to
The Irish Times.  Company filings show mortgages with AIB, The
Irish Times notes.

Kimpton Vale is a Dublin-based property company.  The company is
owned by Laurence Keegan.


MOUNT CARMEL: In Debt Talks with NAMA Following Default
-------------------------------------------------------
Emmet Oliver at Irish Independent reports that the National Asset
Management Agency is in crucial debt talks with the Mount Carmel
Medical Group.

Some of the loans taken out by the Mount Carmel Medical Group,
backed by developer Gerald Conlan, have transferred into NAMA and
discussions are described as being ongoing, with the hospital
group trying to refinance the loans, Irish Independent relates.

According to Irish Independent, accounts for one of the firms
which forms part of the Mount Carmel group state that there is no
certainty that these discussions with NAMA will be completed on a
"commercially acceptable basis or at all".

The directors of the hospital group have cut costs and
restructured the business and, with NAMA's support, all
liabilities should be met as they fall due, Irish Independent
discloses.

"The group has defaulted on certain of its bank facilities during
the year ended December 31, 2009.  The group is dependent on NAMA
and its banks to continue to provide loan and working capital
facilities and on the success of the group's restructuring plans
and cost reduction initiatives," Irish Independent quotes state
auditors to the subsidiary as saying.

The group has debts with AIB and KBC and the loans with the former
are likely to be the loans gone into NAMA, Irish Independent
states.

The last set of accounts for the main company show it made a loss
of EUR48.6 million during the year ended December 2008, Irish
Independent notes.

Irish Independent says the main driver of the large losses was
property and goodwill writedowns of EUR40 million.

The deficit in the shareholder's funds of the company came to
EUR65.5 million, a huge rise on the previous year, Irish
Independent recounts.

Mount Carmel Medical Group is a private hospital group.  It owns
Dublin's Mount Carmel, St Joseph's of Sligo and Aut Even in
Kilkenny.


STATIC LOAN: Moody's Raises Rating on EUR15MM E Notes to 'B1'
-------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Static Loan Funding 2007-
1:

Issuer: Static Loan Funding 2007-1 Limited

  EUR366.25M (current rated outstanding balance EUR161,317,168)
  Class A Senior Secured Floating Rate Notes due 2017, Upgraded
  to Aaa (sf); previously on Jun 22, 2011 Aa1 (sf) Placed Under
  Review for Possible Upgrade

  EUR20M Class B Senior Secured Floating Rate Notes due 2017,
  Upgraded to Aa2 (sf); previously on Jun 22, 2011 A1 (sf) Placed
  Under Review for Possible Upgrade

  EUR25M Class C Deferrable Senior Secured Floating Rate Notes
  due 2017, Upgraded to A3 (sf); previously on Jun 22, 2011
  Baa2 (sf) Placed Under Review for Possible Upgrade

  EUR17.5M Class D Deferrable Senior Secured Floating Rate Notes
  due 2017, Upgraded to Ba1 (sf); previously on Jun 22, 2011
  Ba3 (sf) Placed Under Review for Possible Upgrade

  EUR15M Class E Deferrable Senior Secured Floating Rate Notes
  due 2017, Upgraded to B1 (sf); previously on Jun 22, 2011
  B3 (sf) Placed Under Review for Possible Upgrade

RATINGS RATIONALE

Static Loan Funding 2007-1, issued in Jan 2008, is a static single
currency Collateralised Loan Obligation ("CLO") backed by a
portfolio of mostly senior secured European loans. CELF Advisors
LLP is the liquation agent.

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The actions also reflect
consideration of portfolio amortisation and the resulting increase
in the transaction's overcollateralization ratios since the rating
action in April 2011.

The actions reflect key changes to the modeling assumptions, which
incorporate (1) a removal of the temporary 30% default probability
macro stress implemented in February 2009, (2) increased BET
liability stress factors as well as (3) change to a fixed recovery
rate modeling framework. Additional changes to the modeling
assumptions include changing certain credit estimate stresses
aimed at addressing the lack of forward looking indicators as well
as time lags in receiving information required for credit estimate
updates.

Moody's notes that the Class A notes have been paid down by
approximately EUR 81.6 million since the rating action in April
2011. As a result of portfolio amortisation overcollateralization
ratios have increased. As of the latest trustee report dated 31
August 2011, the class A/B, class C, class D and class E
overcollateralization ratios are reported at 149.08%, 131.02%,
120.77% and 113.19% respectively, versus February 2011 levels
(latest trustee report available at last rating action) of
132.43%, 120.93, 114.00 and 108.66% respectively. All OC tests are
currently in compliance.

Reported WARF has increased from 2613 to 2867 between February
2011 and August 2011.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR276.55
million, a weighted average default probability of 21.88%
(consistent with a WARF of 3531), a weighted average recovery rate
upon default of 46.20% for a Aaa liability target rating, a
diversity score of 27 and a weighted average spread of 2.65%. The
default probability is derived from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The average recovery rate to be realized on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating, Moody's
assumed that 90.5% of the portfolio exposed to senior secured
corporate assets would recover 50% upon default, while the
remainder non first-lien loan corporate assets would recover 10%.
In each case, historical and market performance trends and
collateral manager latitude for trading the collateral are also
relevant factors. These default and recovery properties of the
collateral pool are incorporated in cash flow model analysis where
they are subject to stresses as a function of the target rating of
each CLO liability being reviewed.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2015 which may create challenges for issuers to refinance. CLO
notes' performance may also be impacted by 1) the manager's
investment strategy and behaviour and 2) divergence in legal
interpretation of CDO documentation by different transactional
parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

1) Deleveraging: The main source of uncertainty in this
   transaction is the pace of amortisation of the underlying
   portfolio. Pace of amortisation could significantly accelerate
   or slow down subject to market conditions and this may have a
   significant impact on the notes' ratings. In particular,
   amortisation could accelerate as a consequence of a high level
   of prepayments in the loan market or collateral sales by the
   liquidation agent or be delayed by rising loan amend-and-
   extend restructurings.

2) Moody's also notes that around 58% of the collateral pool
   consists of debt obligations whose credit quality has been
   assessed through Moody's credit estimates. Large single
   exposures to obligors bearing a credit estimate have been
   subject to a stress applicable to concentrated pools as per
   the report titled "Updated Approach to the Usage of Credit
   Estimates in Rated Transactions" published in October 2009.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modelled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's EMEA
Cash-Flow model.

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


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


SKYPE GLOBAL: S&P Withdraws 'B+' CCR After Microsoft Acquisition
----------------------------------------------------------------
Standard & Poor's Ratings Services withdrew all its ratings on
Luxembourg-based Skype Global S.a.r.l. (Skype). This includes the
'B+' corporate credit rating and the 'B+' issue-level rating, as
well as the '4' recovery rating on the senior secured credit
facilities at Springboard Finance LLC, a wholly owned subsidiary
of Skype. This rating action follows the completion of Microsoft
Corp.'s acquisition of Skype on Oct. 14, 2011 and the redemption
of Skype's outstanding debt.


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


BASE CLO I: Moody's Lifts Rating on EUR14MM Notes to 'Caa1(sf)'
---------------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings of the following notes issued by Base CLO I B.V.

Issuer: Base CLO I B.V.

  EUR9M Class A-2 Senior Secured Floating rate Notes, Upgraded to
  Aa2 (sf); previously on Jun 22, 2011 A1 (sf) Placed Under
  Review for Possible Upgrade

  EUR33M Class B Senior Secured Floating rate Notes, Upgraded to
  A3 (sf); previously on Jun 22, 2011 Baa1 (sf) Placed Under
  Review for Possible Upgrade

  EUR12M Class C Deferrable Senior Secured Floating Rate Notes,
  Upgraded to Baa3 (sf); previously on Jun 22, 2011 Ba2 (sf)
  Placed Under Review for Possible Upgrade

  EUR9.4M Class D-1 Deferrable Senior Secured Floating Rate
  Notes, Upgraded to Ba2(sf); previously on Jun 22, 2011 B2 (sf)
  Placed Under Review for Possible Upgrade

  EUR2.6M Class D-2 Deferrable Senior Secured Floating Rate
  Notes, Upgraded to Ba2 (sf); previously on Jun 22, 2011 B2 (sf)
  Placed Under Review for Possible Upgrade

  EUR14M Class E Deferrable Senior Secured Floating Rate Notes,
  Upgraded to Caa1 (sf); previously on Jun 22, 2011 Caa2 (sf)
  Placed Under Review for Possible Upgrade

RATINGS RATIONALE

Base CLO I B.V. issued in Apr 2008, is a static single currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European senior secured loans but includes as
well second lien loans and mezzanine loans. M&G Investment
Management Limited acts as liquidation agent in the transaction.

According to Moody's, the rating actions taken on the notes are
primarily a result of applying Moody's revised CLO assumptions
described in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011. The actions also reflect
consideration of an increase in the transaction's
overcollateralization ratios due to deleveraging of the senior
notes since the rating action in July 2009.

Today's actions reflect key changes to the modeling assumptions,
which incorporate (1) a removal of the temporary 30% default
probability macro stress implemented in February 2009, (2)
increased BET liability stress factors as well as (3) change to a
fixed recovery rate modeling framework. Additional changes to the
modeling assumptions include (1) standardizing the modeling of
collateral amortization profile and (2) changing certain credit
estimate stresses aimed at addressing the lack of forward looking
indicators as well as time lags in receiving information required
for credit estimate updates.

Moody's notes that the Class A-1 notes have been paid down by
approximately 46% or EUR117.98 million since the rating action in
July 2009. As a result of the amortization of the underlying
portfolio and partial redemption of the Senior notes, the
overcollateralization ratios have increased since the rating
action in July 2009. As of the latest trustee report dated August
31, 2011, the Class A/B, Class C, Class D and Class E
overcollateralization ratios are reported at 135.43%, 126.97%,
119.51 and 111.84%, respectively, versus May 2009 levels of
124.37%, 119.56%, 115.11% and 110.31%respectively.

Reported WARF has increased from 2,644 to 3,077 between May 2009
and September 2011. However, this reported WARF overstates the
actual deterioration in credit quality because of the technical
transition related to rating factors of European corporate credit
estimates, as announced in the press release published by Moody's
on September 1, 2010.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR243.18
million, no defaulted par, a weighted average default probability
of 25.35% (consistent with a WARF of 3,928), a weighted average
recovery rate upon default of 44.38% for a Aaa liability target
rating, a diversity score of 23 and a weighted average spread of
2.88%. The default probability is derived from the credit quality
of the collateral pool and Moody's expectation of the remaining
life of the collateral pool. The average recovery rate to be
realized on future defaults is based primarily on the seniority of
the assets in the collateral pool. For a Aaa liability target
rating, Moody's assumed that 83.60% of the portfolio exposed to
senior secured corporate assets would recover 50% upon default,
while the remainder non first-lien loan corporate assets would
recover 10%. In each case, historical and market performance
trends and collateral manager latitude for trading the collateral
are also relevant factors. These default and recovery properties
of the collateral pool are incorporated in cash flow model
analysis where they are subject to stresses as a function of the
target rating of each CLO liability being reviewed.

The underlying collateral pool in this transaction exhibits a low
diversity score. In order to capture the potential impact of asset
heterogeneity within this concentrated pool, Moody's supplemented
its BET analysis by using CDOROMTM in order to simulate default
scenarios. Those default scenarios have then been applied as an
input in the cash flow model.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by 1) uncertainties of
credit conditions in the general economy and 2) the large
concentration of speculative-grade debt maturing between 2012 and
2015 which may create challenges for issuers to refinance.

Sources of additional performance uncertainties are described
below:

1) Deleveraging: The main source of uncertainty in this
   transaction is the pace of amortization of the underlying
   portfolio. Pace of amortization could significantly accelerate
   or slow down subject to market conditions and this may have a
   significant impact on the notes' ratings. In particular,
   amortization could accelerate as a consequence of a high level
   of prepayments in the loan market or collateral sales by the
   liquidation agent or be delayed by rising loan amend-and-
   extend restructurings.

2) Moody's also notes that around 70% of the collateral pool
   consists of debt obligations whose credit quality has been
   assessed through Moody's credit estimates. Large single
   exposures to obligors bearing a credit estimate have been
   subject to a stress applicable to concentrated pools as per
   the report titled "Updated Approach to the Usage of Credit
   Estimates in Rated Transactions" published in October 2009.

The principal methodology used in the rating was "Moody's Approach
to Rating Collateralized Loan Obligations" published in June 2011.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's EMEA
Cash-Flow model.

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


DUCHESS IV CLO: Moody's Raises Rating on EUR32.8MM Notes to 'B1'
----------------------------------------------------------------
Moody's Investors Service announced that it has taken actions on
the ratings of the following notes issued by Duchess IV CLO B.V.:

Issuer: Duchess IV CLO B.V.

  EUR307M Class A-1 Notes (currently EUR 243,734,061.84
  outstanding), Upgraded to Aaa (sf); previously on Jun 22, 2011
  Aa1 (sf) Placed Under Review for Possible Upgrade

  EUR38M Class B Notes, Upgraded to Aa3 (sf); previously on
  Jun 22, 2011 Baa1 (sf) Placed Under Review for Possible Upgrade

  EUR30.1M Class C Notes, Upgraded to Baa2 (sf); previously on
  Jun 22, 2011 Ba1 (sf) Placed Under Review for Possible Upgrade

  EUR32.8M Class D Notes, Upgraded to B1 (sf); previously on
  Jun 22, 2011 B3 (sf) Placed Under Review for Possible Upgrade

  EUR4M Class W Combination Notes (current Rated Balance
  EUR2,886,815.43), Upgraded to Baa3(sf); previously on
  Jun 22, 2011 Ba3 (sf) Placed Under Review for Possible Upgrade

  EUR12.8M Class L Combination Notes (current Rated Balance
  EUR10,079,719.86), Confirmed at A3 (sf); previously on Jun 22,
  2011 A3 (sf) Placed Under Review for Possible Upgrade

  EUR4.977M Class N Combination Notes (current Rated Balance
  EUR3,837,423.19), Confirmed at A3 (sf); previously on
  Jun 22, 2011 A3 (sf) Placed Under Review for Possible Upgrade

  EUR9.634M Class V Combination Notes (current Rated Balance
  EUR7,428,367.46), Confirmed at A3 (sf); previously on
  Jun 22, 2011 A3 (sf) Placed Under Review for Possible Upgrade

  EUR50M Revolving Facility Notes, Withdrawn (sf); previously on
  Jun 22, 2011 Aa1 (sf) Placed Under Review for Possible Upgrade

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class W,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Notes on the Issue Date increased by the Rated
Coupon of 0.25% per annum respectively, accrued on the Rated
Balance on the preceding payment date minus the aggregate of all
payments made from the Issue Date to such date, either through
interest or principal payments. For Classes L, N and V, the 'Rated
Balance' is equal at any time to the principal amount of the
Combination Notes on the Issue Date minus the aggregate of all
payments made from the Issue Date to such date, either through
interest or principal payments. The Rated Balance may not
necessarily correspond to the outstanding notional amount reported
by the trustee.

Ratings Rationale

Duchess IV CLO B.V., issued in May 2005, is a multi-currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield European and US loans. The portfolio is managed
by Babson Capital Europe Limited. This transaction has passed the
reinvestment period in May 2010. It is predominantly composed of
senior secured loans.

According to Moody's, the rating upgrade actions taken on the
notes are primarily a result of applying Moody's revised CLO
assumptions described in "Moody's Approach to Rating
Collateralized Loan Obligations" published in June 2011. The
actions also reflect consideration of an increase in the
transaction's overcollateralization ratios and deleveraging of the
senior notes since the rating action in December 2009.

The ratings of the Class L, N and V Combination Notes have been
confirmed. These combination notes consist of the unrated Class F
subordinated notes and the EMTNs issued by Citigroup Global
Markets Holdings Inc., which is currently rated A3. The principal
amount of each EMTN component is equal to the principal amount of
the corresponding combination notes. The Rated Balance of these
combination notes has been reduced by distributions from the Class
F component. Moody's analyzed the historical cash-flows to these
combination notes and concluded that their ratings still reflect
the rating of Citigroup Global Markets Holdings Inc. as the issuer
of the EMTNs.

Today's actions reflect key changes to the modeling assumptions,
which incorporate (1) a removal of the temporary 30% default
probability macro stress implemented in February 2009, (2)
increased BET liability stress factors as well as (3) change to a
fixed recovery rate modeling framework. Additional changes to the
modeling assumptions include (1) changing certain credit estimate
stresses aimed at addressing the lack of forward looking
indicators as well as time lags in receiving information required
for credit estimate updates and (2) adjustments to the equity
cash-flows haircuts applicable to combination notes.

Moody's notes that the Revolving Facility has been completely
repaid and the Class A1 notes have been paid down by approximately
20% or EUR 63.3 million since the rating action in December 2009.
As a result of the deleveraging, the overcollateralization ratios
have increased since the rating action in December 2009. As of the
latest trustee report dated August 12, 2011, the Class A/B Class C
and Class D overcollateralization ratios are reported at 132.33%,
119.56% and 108.18%, respectively, versus November 2009 levels (on
which the last rating action was based) of 121.73%, 112.84% and
104.52%, respectively.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Collateralized Loan
Obligations" published in June 2011, key model inputs used by
Moody's in its analysis, such as the portfolio par amount, WARF,
diversity score, and weighted average recovery rate, may be
different from the trustee's reported numbers. In its base case,
Moody's analyzed the underlying collateral pool to have a
performing par and principal proceeds balance of EUR 371.1 8
million, defaulted par of EUR 11.54million, a weighted average
default probability of 31.51% (consistent with a WARF of 3151), a
weighted average recovery rate upon default of 46.13% for a Aaa
liability target rating, a diversity score of 35 and a weighted
average spread of 3.132%. The default probability is derived from
the credit quality of the collateral pool and Moody's expectation
of the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority of the assets in the collateral pool. For a Aaa
liability target rating, Moody's assumed that 90.32% of the
portfolio exposed to senior secured corporate assets would recover
50% upon default, while the remainder non first-lien loan
corporate assets would recover 10%. In each case, historical and
market performance trends and collateral manager latitude for
trading the collateral are also relevant factors. These default
and recovery properties of the collateral pool are incorporated in
cash flow model analysis where they are subject to stresses as a
function of the target rating of each CLO liability being
reviewed.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, as evidenced by (1) uncertainties of
credit conditions in the general economy and (2) the large
concentration of speculative-grade debt maturing between 2012 and
2015 which may create challenges for issuers to refinance.

Sources of additional performance uncertainties are described
below:

1) Deleveraging: The main source of uncertainty in this
   transaction is whether delevering from unscheduled principal
   proceeds will continue and at what pace. Deleveraging may
   accelerate due to high prepayment levels in the loan market
   and/or collateral sales by the manager, which may have
   significant impact on the notes' ratings.

2) Moody's also notes that around 67% of the collateral pool
   consists of debt obligations whose credit quality has been
   assessed through Moody's credit estimates. Large single
   exposures to obligors bearing a credit estimate have been
   subject to a stress applicable to concentrated pools as per
   the report titled "Updated Approach to the Usage of Credit
   Estimates in Rated Transactions" published in October 2009.

3) Recovery of defaulted assets: Market value fluctuations in
   defaulted assets reported by the trustee and those assumed to
   be defaulted by Moody's may create volatility in the deal's
   overcollateralization levels. Further, the timing of
   recoveries and the manager's decision to work out versus sell
   defaulted assets create additional uncertainties. Moody's
   analyzed defaulted recoveries assuming the lower of the market
   price and the recovery rate in order to account for potential
   volatility in market prices.

4) The deal has significant exposure to non-EUR denominated
   assets. Volatilities in foreign exchange rate will have a
   direct impact on interest and principal proceeds available to
   the transaction, which may affect the expected loss of rated
   tranches.

The principal methodology used in this rating was "Moody's
Approach to Rating Collateralized Loan Obligations" published in
June 2011.

Moody's modeled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's
Approach to Rating Collateralized Loan Obligations" rating
methodology published in June 2011.

The cash flow model used for this transaction, whose description
can be found in the methodology listed above, is Moody's EMEA
Cash-Flow model.

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


SMILE SECURITISATION: S&P Lowers Rating on Class E Notes to 'B-'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit rating on
the class E notes in SMILE Securitisation Company 2007 B.V. (SMILE
2007). "At the same time, we affirmed our ratings on the remaining
classes of notes," S&P related.

"The actions follow a review of the performance of the portfolio
underlying the SMILE 2007 transaction, and a cash flow analysis of
the payment structure," S&P said.

"Since our last rating action in March 2010, all classes of notes
continued to repay on a pro rata basis using scheduled principal
proceeds, while unscheduled principal was used to repay the notes
sequentially starting with class A. The principal amount
outstanding following the September 2011 payment date is about
35.8% for class A, and 60% for classes B, C, D, E, and the unrated
class F. The remaining pool factor is about 37.5%. The continued
amortization of the notes has led to an increase in available
credit enhancement for the class A, B, C, and D notes compared
with our last review. In our view, the available credit
enhancement is adequate to sustain the current ratings on these
notes," S&P related.

"At the same time, we have observed an increase in defaults since
our last rating action. As of September 2011, cumulative defaults
are about EUR70.97 million -- 1.45% of the original portfolio
balance -- including EUR33.97 million of foreclosed loans. This
compares with about EUR46 million of cumulative defaults -- 0.94%
of the original balance--when we last took rating action. The
current stock of defaulted loans that have not yet completed
foreclosure stands at about EUR37 million, of which about 38.5%
have been recovered to date," S&P said.

"We note that the transaction currently performs within our
stressed default assumptions, and that to date, recoveries
achieved following completion of foreclosure have been above our
assumptions made at closing. The transaction's reserve account
balance, which has built up since closing using periodic excess
spread only, stands at about EUR13.4 million. As of September
2011, cumulative net losses amount to about EUR8.7 million,
corresponding to an overall achieved recovery rate of about 74%.
These net losses have been absorbed by excess spread. As a
consequence, the balance of the reserve account has reduced to
about EUR13.4 million, compared with EUR14.6 million when
we last took rating action," S&P related.

"We expect the balance of the reserve account to reduce further
over the coming payment dates as more loans complete their workout
procedure. In addition, from the information provided by ABN AMRO
Bank, we note that a non-negligible amount of loans -- about
EUR93.5 million -- remains categorized in the lowest categories on
ABN AMRO Bank N.V.'s internal rating scale, which we believe poses
the risk of further defaults and losses," S&P said.

With regard to the class E notes, the rise in defaulted loans has
led to the fact that their principal repayment now depends on the
recoveries achieved on them. "In our view, the credit enhancement
available to the class E notes is no longer adequate to maintain
their current rating, and we have therefore lowered the rating on
these notes by three notches to 'B- (sf)'," S&P said.

SMILE 2007 is ABN AMRO Bank's third collateralized loan obligation
(CLO) of Dutch small and midsize enterprises (SMEs). The
transaction closed in February 2007, to achieve economic and
regulatory capital relief through the transfer of risk associated
with a pool of loans to Dutch SMEs. As of September 2011, the
portfolio consists of 6,616 loans remaining, with the largest 10
obligors making up less than 3% of the overall portfolio balance.

Ratings List

Class               Rating
            To                 From

SMILE Securitisation Company 2007 B.V.
EUR4.907 Billion Asset-Backed Floating-Rate Notes

Rating Lowered

E           B- (sf)            BB- (sf)

Ratings Affirmed

A           AAA (sf)
B           AA (sf)
C           A (sf)
D           BBB (sf)


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


MBRD: Court Places MBRD-Finance Into Administration
---------------------------------------------------
Natalia Belova at the Russian Legal Information Agency (RAPSI)
News reports that a court has put MBRD-Finance, a subsidiary of
the Moscow Bank for Reconstruction and Development (MBRD), into
administration.

The Federal Tax Service filed a bankruptcy application against
MBRD-Finance, according to RAPSI News.  The report relates that
the court approved the application and included its RUR579.6
million (US$18.7 million) claim into the third-priority creditors'
list.

RAPSI News notes that MBRD-Finance's debt stems from the
additionally charged taxes amounting to RUR401.6 million (US$12.95
million) and penalties which have never been paid.

MBRD-Finance's General Director Grigory Tsyshnaty earlier told
RAPSI that MBRD-Finance disagreed with the tax service's arguments
that served as the basis for its debt calculations.  Mr. Tsyshnaty
said the company is determined to defend its position in court,
the report relays.

Moscow Bank for Reconstruction and Development (MBRD) was
established in 1993.  It is the head company of the MBRD banking
group comprising Dalkonbank (Khabarovsk) and East-West United Bank
(Luxembourg).  Its principal shareholder is JSFC Sistema (owns
roughly 86%).


* IVANOVO REGION: Fitch Assigns 'BB-/B' Currency Ratings
--------------------------------------------------------
Fitch Ratings has assigned Russia's Ivanovo Region a Long-term
foreign and local currency rating of 'BB-', a Short-term foreign
currency rating of 'B' and a National Long-term rating of
'A+(rus)'.  The Outlooks for the Long-term ratings are Stable.

The ratings reflect the relatively small size of its budget and
the local economy with wealth indicators well below average, and
the region's high refinancing risk.  The ratings also take into
account its moderate debt burden, albeit dominated by short-term
bank-loans, and volatile budget performance with an indication of
gradual improvement in 2010-2011 following the economic recovery.

Fitch notes that an unexpected decline in federal transfers
causing negative operating margins and a further increase of
short-term debt would lead to downward rating pressure.
Conversely, the improvement of budgetary performance with
consolidation of operating balance at about 10% of operating
revenue coupled with strengthening of debt coverage ratio would be
positive for the ratings.

The region's socio-economic profile is weaker than the average
Russian region. Ivanovo's underdeveloped economic base has led to
weak fiscal capacity and to a high dependence on central
government transfers.  Transfers amounted to 48% of operating
revenue in 2010, down from 55% in 2009, and limit the region's
budget flexibility.  However, the transfers help to stabilize
budgetary performance and smooth out the effects of negative
economic cycles.

The agency expects gradual improvement in the full-year operating
margin to about 4%-6% in 2011-2012.  The region's budgetary
performance remained relatively weak in 2010, albeit moderately
improving with operating balance accounting for 3.3% of operating
revenue from 2.6% in 2009.  In general, Fitch expects more
stability in operating performance after the period of volatility
in 2008-2009.

The region demonstrated a conservative budgetary policy with
relatively low levels of capital spending, which led to
historically low accumulated debt. Fitch expects the region's
direct risk to reach about RUB5 billion by end-2011 or a moderate
20% of current revenue.

However, the debt structure shows a strong reliance on short-term
bank loans.  Therefore, Fitch estimates the region's immediate
refinancing needs as significant.  Ivanovo's exposure to
refinancing risk is about RUB1.6 billion till the end of the
current year, which is 45% of the total direct risk as of 1
September 2011.  However this risk is mitigated by the unused
credit line and satisfactory cash balance.

The Ivanovo Region is located in the central part of European
Russia.  Its capital, the City of Ivanovo, is 275km north-east of
Moscow.  With a population of 1.1 million (0.8% of the national
population) it contributed 0.3% of Russia's gross regional
product.


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


SANTANDER HIPOTECARIO: S&P Cuts Ratings on 3 Note Classes to CC
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Fondo de Titulizacion de Activos Santander Hipotecario 4's class
A1, A2, A3, B, C, and D notes.

The trustee, Santander de Titulizacion S.G.F.T., S.A., has
notified Spanish regulators and noteholders of the early
redemption of all classes of notes in Santander Hipotecario 4 on
the next payment date of Oct. 15.

As of the July interest payment date, the outstanding balance of
the performing loans (loans not in arrears) in the transaction
totaled EUR785,735,585.02. The outstanding balance of the secured
notes (classes A1, A2, A3, B, C, D and E) totaled
EUR942,340,300.59. The difference of EUR156,604,715,57
between these two amounts creates a principal deficiency amount of
16.62% of the outstanding secured notes, which, given that the
class A1, A2, and A3 notes have current credit enhancement levels
of 11.23%, means to us that the assets backing the transaction are
unlikely to be sufficient to enable all classes of notes in the
transaction to be redeemed.

The terms of the transaction documents stipulate that on the early
redemption date, the class A1, A2, and A3 notes will repay
interest and principal first. "The outstanding amount of existing
performing loans is only sufficient to repay 93.92% of principal
of the class A notes, and we expect that none of the subordinated
notes will be able to amortize. We believe there would only be
enough available funds to fully amortize the subordinated notes if
the trustee, on behalf of the fund, sells loans in arrears, which
amount to EUR76,477,185.01, defaulted loans (EUR37,664,084.19),
and repossessions (EUR79,565,379.73) at a price which at least
equals the outstanding balance of the principal securitized
amount, plus accrued interest," S&P stated.

"Given the current unstable macroeconomic conditions that the
Spanish mortgage market is facing and in particular, the
transaction's current poor performance that we have observed, we
believe it is unlikely that the notes will be fully redeemed on
the Oct. 15 early redemption date. We have therefore lowered to
'CCC-' our ratings on the class A1, A2, and A3 notes, and to 'CC
(sf)' our ratings on the class B, C, and D notes," S&P related.

The portfolio, originated by Banco Santander S.A., comprises
residential mortgage-backed loans granted to individuals in Spain
for the acquisition of a property.

Ratings List

Class               Rating
            To                    From

Fondo de Titulizacion de Activos Santander Hipotecario 4
EUR1.245 Billion Mortgage-Backed Floating-Rate Notes

Ratings Lowered

A1         CCC- (sf)              BBB+ (sf)
A2         CCC- (sf)              BBB+ (sf)
A3         CCC- (sf)              BBB+ (sf)
B          CC (sf)                B- (sf)
C          CC (sf)                CCC (sf)
D          CC (sf)                CCC- (sf)

Ratings Unaffected

E          D sf)
F          D (sf)


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


NORCELL SWEDEN: Moody's Assigns 'B2' Corporate Family Rating
------------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and probability-of-default rating (PDR) to Norcell
Sweden Holding 2 AB (publ), the holding company of Nordic Cable
Acquisition Company Sub-Holding AB ('Com Hem' or 'the company').
At the same time, Moody's has assigned B1 ratings to the senior
secured debt comprising:

  -- SEK500 million of Revolving Credit Facility ('RCF' due
     2017), SEK750 million of Capex Facility (due 2017), SEK1.59
     billion of Senior Secured Term Loan A (due 2017) and SEK4.2
     billion equivalent of Senior Secured Term Loan B available
     in SEK/EUR (due 2018) issued by Norcell Sweden Holding 3 AB
    (publ) and Com Hem AB.

All the ratings carry a stable outlook.

RATINGS RATIONALE

"The B2 CFR reflects the group's high leverage and the resulting
weak post-deal credit metrics, counterbalanced by the strength of
Com Hem's business risk profile," says Gunjan Dixit, Moody's lead
analyst for Norcell. The B2 CFR also incorporates the
uncertainties that arise from the PIK debt outside of the
restricted group.

Moody's explains that the B2 CFR assigned to Norcell reflects the
(i) modest scale of Com Hem's revenues relative to rated peers in
Europe; (ii) competition that Com Hem faces from local area
network (LAN) and digital subscriber line (DSL) providers which
offer their services alongside Com Hem's existing hybrid fibre
coaxial (HFC) cable network through fibre LANs or their existing
telephony infrastructure; (iii) high pro-forma leverage of the
company; and (iv) expectation that de-leveraging in the near term
will remain largely a function of EBITDA growth, given only a
limited amount of amortising debt within the capital structure.

Moody's notes that Com Hem's ratings also take into account (i)
the company's solid market positions in the Swedish triple play,
digital TV ('DTV'), and broadband markets with nationwide market
shares of 38%, 24% and 18%, respectively, as of December 31, 2010;
(ii) its focus on Multi Dwelling Units ('MDUs') supported by its
good relationships with a large and diversified landlord base;
(iii) good growth prospects in DTV, underpinned by bundling
opportunities with broadband and telephony; (iv) the competitive
advantages of its technologically advanced network (90% of homes
connected upgraded to EURODOCSIS 3.0 cable modem standard); and
(v) its solid EBITDA margins, which should allow for positive free
cash flow generation.

On September 29, 2011, BC Partners Limited closed the acquisition
of Com Hem for a total consideration of SEK17.5 billion (8.3 H1
2011 annualized EBITDA). The acquisition is financed with (i)
SEK5.8 billion of senior secured credit facilities; (ii) SEK3.5
billion of secured bridge facility; (iii) SEK2.7 billion
equivalent of unsecured bridge facility; (iv) SEK1.4 billion of
PIK bridge facilities; and (v) SEK4.4 billion of common equity and
preferred equity certificates being injected by BC Partners. In
addition, the financing includes a SEK500 million RCF and a SEK750
million of capex facility which are undrawn at closing. The funds
injected by BC Partners together with the debt raised is being
used (i) to fund SEK10 billion of equity value (including SEK400
million conditional upon successful completion of Com Hem's
planned acquisition of Canal Digital Kabel-TV ("CDK"); (ii) for
cash funding of SEK200 million to cover Com Hem's working capital
requirements post closing of the transaction; and (iii) to
refinance existing indebtedness of the company and fund the
transaction fee.

Moody's anticipates that Com Hem will try to re-finance all the
bridge loans with bonds in the near term. However, if such re-
financing does not materialize, the agency notes that the bridge
loans will automatically get converted into term loans and can
optionally be converted into exchange notes.

The common equity and PECs as well as the PIK bridge loan will be
on-lent as deeply subordinated inter-company loans into the
restricted group at Norcell Sweden Holding 2 AB (publ). The up-
streaming of funds outside the restricted group is subject to the
inter-creditor agreement and is constrained by the permitted
payments test of 4.0x net leverage (as defined in the senior
facilities agreement) and by the restricted payment tests
stipulated in the secured and unsecured term loans or the exchange
bonds on conversion. Although the PIK debt is outside the
restricted group, the agency notes that the PIK exchange bond
matures on the same date as the unsecured exchange bond on 29th
September 2019. This involves additional uncertainty on the
capital structure.

Com Hem's network covers 39% of all homes in Sweden (including all
major metropolitan areas) as of June 30, 2011. The company focuses
on serving customers in MDUs, and the main competitors are Canal
Digital-1 and B2 Broadband (both owned by Telenor), Tele2 and
Telia. Com Hem has access to 1.8 million homes as of
June 30, 2011 and its footprint has been very stable, with a churn
rate of less than 2% due to its well diversified landlord customer
base, with whom the average contract term is three years. In
Moody's opinion, the company recognises the importance of its
landlord base, which is the starting point for its product up-
selling initiatives, and therefore adopts a defensive landlord
average revenue per user ('ARPU') strategy in order to ensure
stability of its landlord base.

Over the past three years, Com Hem's reported revenues have grown
at a compound annual growth rate (CAGR) of approximately 6%.
During H1 2011, the company's revenues increased by 5% year-on-
year, driven by the solid revenue performance of pay TV which grew
by 12%, accounting for 37% of total revenues. Broadband revenues
also grew by 5%, representing 27% of Com Hem's overall revenues in
H1 2011. Fixed telephony revenues grew by 3%, accounting for 13%
of Com Hem's revenues. However, landlord revenues, which accounted
for 20% of Com Hem's total revenues, declined by 2% in H1 2011
after the reduction in ARPU resulting from Com Hem's defensive
landlord ARPU strategy. Despite increased costs incurred to
accommodate the company's growing subscriber base, the 'adjusted
EBITDA' margin reported by Com Hem increased to 47% in H1 2011
(year-end 2010: 44%). Given that Moody's expects Com Hem's EBITDA
to grow consistently in 2011 and beyond, the ratings currently are
based on Moody's expectation that Com Hem's leverage will be at
approximately 5.9x Gross Debt to EBITDA (as adjusted by Moody's --
excluding the PIK debt) and 6.4x Gross Debt to EBITDA (as adjusted
by Moody's -- including the PIK debt) by year-end 2011.

Going forward, Moody's would expect Com Hem's medium-term business
growth strategy to remain focused on (i) increasing its DTV
penetration by introducing enhanced functionality (Video On
Demand, Personal Video Recorder, High Definition, and 3D
technology) and enabling its analogue TV subscribers (1.2 million
as of June 30, 2011) to convert to its digital services; (ii)
improving its broadband market share by leveraging on its speed
advantage over DSL (although, in Moody's opinion, competition from
LAN may pose challenges); and (iii) increasing its triple-play
penetration (35% of all its individual subscribers opt for triple-
play services as of June 30, 2011). Unlike many of the rated
European cable companies, Com Hem has not yet ventured into voice
mobile offering as a mobile network virtual operator ('MVNO'), and
has only recently started providing mobile broadband on a re-sale
basis. While mobile broadband is currently viewed as complementary
to fixed broadband due to speed limitations, Moody's notes that
the Swedish broadband market is in the process of upgrading to a
fourth generation (4G) platform which can offer significantly
improved speeds and competitive intensity could increase.

The Swedish fixed broadband market is characterised by strong
infrastructure competition compared to other European markets. A
substantial overbuild of cable with LAN has taken place over the
past 10 years, during which time the overbuild increased from 29%
in 2005 to 57% in 2010. Fibre build-outs are replacing DSL
networks and historically there has been minimal impact on cable
market share. However, while Com Hem with its DOCSIS enabled
network provides higher speeds, fibre speeds could eventually
catch up in the medium to long term, in Moody's opinion, and cable
network operators may face increasing competition in the future.

Com Hem is seeking to expand its footprint through add-on
acquisitions of related businesses in Sweden, although such
opportunities seem fairly limited in our opinion. On June 20,
2011, the company entered into an agreement to acquire CDK from
Canal Digital Sweden AB for an aggregate price of SEK85 million.
Com Hem expects that the transaction, which remains subject to
regulatory approvals, will enable the company to expand its
network footprint by approximately 142,000 households, including
approximately 30,000 digital TV subscribers.

Com Hem's liquidity profile is adequate, incorporating SEK200
million of cash at closing and the undrawn RCF and capex
facilities.

Norcell's B2 CFR is strongly positioned in the rating category.
Upward pressure could be exerted on the ratings should leverage on
a Gross Debt to EBITDA ratio (as adjusted by Moody's -- excluding
the PIK debt) move materially below 6.0x on a sustained basis; a
track-record of continued solid operating performance; and
continued positive free cash flow generation. On the contrary,
downward pressure could be exerted on the ratings as a result of
an increase in leverage above 7.0x Gross Debt to EBITDA (as
adjusted by Moody's), material deterioration in the operating
performance, and/or negative free cash flow on a sustained basis.

The B1 rating of the senior secured bank debt is one notch higher
than Norcell's CFR, as this debt is cushioned by the presence of
senior unsecured debt in the capital structure. The bank
facilities have maintenance financial covenants that step down and
Moody's would expect Norcell to maintain adequate headroom under
the covenant at all times. We also note that the principal amount
for the EUR denominated debt is currently un-hedged.

The principal methodology used in rating Com Hem was the Global
Cable Television Industry Methodology published in July 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009. Please see the Credit Policy page on
www.moodys.com for a copy of these methodologies.

Norcell, is the holding company of Com Hem, which is the largest
cable operator in Sweden with revenues of SEK4.3 billion in 2010.


NORCELL SWEDEN: S&P Assigns 'B' Long-Term Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Norcell Sweden Holding 2 AB (Com Hem),
a holding company within the Com Hem group. The outlook is stable.

"At the same time, we assigned a 'B' issue rating and a recovery
rating of '3' to the proposed Swedish krona (SEK) 5.82 billion
term loans, borrowed from another group holding company Norcell
Sweden Holding 3 AB and operating entity Com Hem AB," S&P related.

"The rating on the proposed term loans is subject to our
satisfactory review of the final documentation. In the event of
any changes to the amount, terms, or conditions of the
instruments, we could review and change the issue rating," S&P
stated.

"The corporate credit rating is constrained by Com Hem's high
financial leverage and our expectation of only modest deleveraging
potential and moderately positive free operating cash flow (FOCF)
generation. Furthermore, Com Hem faces intense competition from
various technology platforms, translating into meaningful churn
rates among customers subscribing to more than basic TV access. In
mainly multidwelling areas, Com Hem competes with large incumbent
TeliaSonera AB (A-/Stable/A-2) and other players using several
alternative technologies, mainly digital subscriber line and
fiber," S&P said.

The corporate credit rating benefits from the group's solid
established position within its 1.8 million connected household
footprint, providing a stable utility-like basic analog TV
subscriber base, solid positions in digital TV, fixed broadband,
and telephony markets within the footprint, and likely growth
opportunities through increasing the penetration of digital TV
and associated services (such as video on demand). Additional
supports include the healthy Swedish economy, and Com Hem's
superior network offering internet speeds of 100-200 megabits per
second.

The rating also benefits from the group's proposed long-term
capital structures with limited debt amortization until 2017, and
anticipated adequate liquidity position.

"The stable outlook reflects our belief that Com Hem will remain
highly leveraged for the next two years, while generating positive
and growing FOCF," S&P said.

"The ratings could come under pressure if Com Hem does not rapidly
refinance its bridge loans, if deleveraging did not materialize
according to our expectations or if liquidity came under pressure.
Specifically, we could lower the ratings if adjusted debt to
EBITDA ratio remains materially above 8x in 2012 (currently 8.3x)
or if FFO to adjusted debt falls below 5% (currently 6.3%)," S&P
related.

"Near-term rating upside is unlikely in our view, as we do not
expect adjusted gross debt to EBITDA to fall below 6x in the near
future," S&P said.


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


ATRIUM EUROPEAN: S&P Raises CCR to 'BB+'; Outlook Stable
--------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Jersey-based real estate company Atrium European
Real Estate Ltd. (Atrium) to 'BB+' from 'BB'. The short-term
corporate credit rating on Atrium is unchanged at 'B'.
The outlook is stable.

The upgrade follows Atrium's continuing improvement in operating
performance, especially compared to that of the real estate market
in Europe. Over the first six months of 2011, occupancy rates rose
to 96.7%, rent turnover improved, and rent incentives fell
substantially, especially in Russia, which represents 26.53% of
the company's total gross rental income.

"We also believe Atrium's profitability has stabilized thanks to
local efficiency improvements and better rent collection overall,
which compensated for most of the first half of 2011's gross
revenue decline in markets like Romania. We believe profitability
should gradually improve further as Atrium's assets mature. We
also expect the share of development activities in the group's
combined portfolio to remain below 30% over the medium term, thus
limiting risk associated with new development," S&P related.

"We continue to regard Atrium's geographic diversity as relatively
modest. We categorize Atrium's business risk profile as "fair,"
because of this and our concerns about the risks of operating in
the developing retail markets of Central and Eastern Europe," S&P
said.

"Atrium's financial risk profile has improved to 'intermediate'
from 'significant', in our view. This reflects our assessment of
the company's improving operating cash flows and its relatively
low-leveraged capital structure," S&P said.

The stable outlook reflects Standard & Poor's view of Atrium's
improving operating fundamentals and relatively low leveraged
capital structure, which support the current ratings.

"We believe Atrium should be able to pursue its growth strategy in
key markets, while maintaining ratios of EBITDA interest coverage
and LTV above 3X and below 30%," S&P related.

"In addition, we anticipate that its internal liquidity cushion
will remain sufficient to meet any unexpected shortfalls in income
or cost overruns in its development projects," S&P said.

"We could raise the ratings if we see Atrium's business risk
profile improving, specifically if the share of recurring income
from more mature real estate assets in its total revenues
continues to grow. At this point, we believe this level of change
in the cash flow generation profile would take more than two
years to come through," S&P related.

"We could lower the ratings if we see unexpected changes in
discretionary spending or corporate governance that could hamper
investors' confidence in the company. We would consider a rise in
the share of development activities in Atrium's total asset value
to above 30% a significant increase in the business risk of the
group. This might trigger a rating review. Consumer confidence in
Central and Eastern Europe, and specifically retail sector
performance in Atrium's main markets, remain the principal
operating risks which could affect Atrium's interest cover and
other debt metrics," S&P stated.


BRUCE HOTEL: In Administration on Harsh Economic Climate
--------------------------------------------------------
Kayleigh Mcleod of stv news reports that The Bruce Hotel has gone
into administration with its owners, Flagship Hotels (East
Kilbride) Limited, blaming the adverse effects of the current
economic climate, as the cause for its troubles.

Flagship Hotels said that that the hotel will continue trading for
the 'foreseeable future' and will continue to trade until a buyer
is found, according to stv news.

The report notes that administrators Johnston Carmichael have
confirmed that there will be no immediate job losses and that any
existing bookings for Christmas and other functions will be
honored.

The Bruce Hotel, which employs 22 people, is a well-known place in
East Kilbride, and has been a popular wedding venue for years.  It
is also home to local nightclub Fuzion.


DAVENHAM GROUP: Appoints MCR as Administrator
---------------------------------------------
Adam Jupp at Manchester Evening News reports that Davenham Group
has formally been placed into administration.

The Manchester lender, which owes its banking syndicate more than
GBP80 million, confirmed it has appointed insolvency firm MCR as
administrator, which comes after its shares were suspended on
October 3, according to Manchester Evening News.

The report notes that Davenham Group, which reported pre-tax
losses on GBP10.7 million for the six months to December in April,
conducted a strategic review of the company last summer, which
recommended its should write no more new business and collect its
loans.

But earlier this year, Manchester Evening News says, the company
entered an exclusivity agreement with its banking syndicate, as
well as largest shareholder Kingswood Property Finance and a third
firm Moor Park Capital Partners, with a view to re-opening its
loan book.

Manchester Evening News relates that its on-demand bank facility
was extended for six months as the talks carried on.

However, Davenham Group released a market statement earlier in the
month, saying the banks had demanded immediate repayment,
Manchester Evening News notes.

"The company confirms that all members of the group have now
entered into administration. . . . David John Whitehouse, Philip
Duffy and Matthew Bond of MCR are appointed as joint
administrators, for each member of the Group, on October 17," the
firm said in a statement obtained by the news agency.

Davenham Group's demise came as a result of the firm being hit
hard by the property market collapse, Manchester Evening News
says.

Davenham Group is a finance firm.


FISHERMEN'S CLUB: Members & Creditors Approve Recovery Plan
-----------------------------------------------------------
Eastbourne Herald reports that a recovery plan for Fishermen's
Club has been given the green light by members and the club's
creditors.

Around 200 members gathered at the Royal Parade social club on
Oct. 12 and voted unanimously for the club adopting the Company
Voluntary Arrangement (CVA), Eastbourne Herald relates.

The recovery plan for the business comes after the club admitted
it was struggling to survive earlier this year, Eastbourne Herald
notes.

With membership down by almost half on last year and bar takings
at an all time low, the club's future was uncertain, Eastbourne
Herald states.  Now, an independent supervisor has been appointed
to make sure the structured recovery plan is followed, Eastbourne
Herald discloses.

The club's estimated debt is between GBP70,000 and GBP80,000 but
it has managed to keep up with the payments on its mortgage and
brewery loan, Eastbourne Herald says.  The action and business
plan puts forward measures to cut costs and boost profits,
according to Eastbourne Herald.


NITE NITE: Goes Into Administration, Posts GBP6.3MM Deficiency
--------------------------------------------------------------
Stephanie Bartup at Insider Media Limited reports that Nite Nite
Holdings fell into administration with a deficiency totaling
GBP6.3 million.

The company and its subsidiary, Nite Nite Birmingham, owe more
than GBP3.2 million to secured creditor Yorkshire Bank, according
to Insider Media Limited.

The report notes that Nite Nite Holdings fell into administration
on August 9 after it defaulted on a GBP200,000 repayment plan to
Her Majesty Revenue & Customs.

Insider Media Limited relates that the payment plan had been set
up to settle outstanding creditor and HMRC arrears; however when
the holding company failed to pay an installment, its sole
director submitted a notice of intention to appoint
administrators.

Insolvency firm Zolfo Cooper was appointed to handle the case,
which decided to continue trading Nite Nite Birmingham as a going
concern, and realize the property assets of the holding company to
pay one or more creditors, the report discloses.

Insider Media Limited says that at the time of its collapse, the
two companies owed a combined GBP3.26 million to secured creditor
Yorkshire Bank.  The report relates that in the administrators'
statement of affairs it said that it is "uncertain whether the
bank will be repaid in full".

Insider Media Limited notes that Birmingham City Council is listed
as a company creditor owed GBP34,847; while Marketing Birmingham
is GBP2,570 short and Foremost Services is owed GBP41,980.  In
all, 84 company creditors are owed a total of GBP297,240, the
report relates.

Insider Media Limited discloses that other unsecured non-
preferential claims came from loans from its holding company
(GBP1.4 million); taxation (GBP96,649); shareholder loans
(GBP627,373) and sundry creditors (GBP31,927).

Through a summary of Nite Nite Birmingham's assets, the
administrators estimate they will realize GBP229,463 to contribute
towards creditors' owings, the report notes.

Insider Media Limited adds that the holding company's property
assets could fetch GBP1.5 million to go towards repayments.

Nite Nite Holdings is a hotel operator.


TRAVELPORT LLC: S&P Raises Corp. Credit Ratings From 'SD' to 'B-'
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its long-term corporate
credit ratings on travel services provider Travelport Holdings
Ltd. (Travelport Holdings) and its indirect subsidiary Travelport
LLC (Travelport) to 'B-' from 'SD' (selective default). The
outlook is stable.

At the same time, S&P raised its issue ratings on:

    Travelport's $1.681 billion of senior secured debt facilities
    to 'B' from 'CCC-'. The recovery rating on these facilities
    is unchanged at '2'.

    Travelport's $1.1 billion senior unsecured notes to 'CCC+'
    from 'C'. The recovery rating on the notes is unchanged at
    '5'.

    Travelport Holdings' $135 million and $287.5 million
    subordinated payment-in-kind (PIK) loans to 'CCC' from 'D'
    (default). The recovery rating on these instruments is
    unchanged at '6'.

    Travelport's and Travelport Holdings' other subordinated debt
    instruments to 'CCC' from 'C'. The recovery rating on these
    instruments is unchanged at '6'.

"We also assigned our 'CCC' issue rating to Travelport's new
US$207.5 million second-lien term loan due December 2016, along
with a recovery rating of '6'," S&P related.

"The upgrades follow the completion of Travelport group's capital
restructuring and reflect our view that the restructuring has
improved Travelport's liquidity position," S&P said.

As part of the capital restructuring, Travelport extended the
maturity of US$422.5 million of PIK loans in two tranches to
September 2012 and December 2016. The first tranche is mandatorily
exchangeable with second-lien debt in September 2012, subject to
legal confirmation, or is mandatorily extended to December 2016.
In addition, Travelport issued second-lien bank debt due December
2016 and made various transfers to partially exchange the PIK loan
previously amounting to US$715 million.

"In our opinion, following the capital restructuring, liquidity is
sufficient for Travelport to meet its investment and financing
needs over the next 12 months. However, in our view, liquidity
remains less than adequate due to a first-lien bank debt maturity
in August 2013, our opinion of Travelport's weakened standing in
the credit markets, and tightening covenant headroom in the
future," S&P said.

"We could lower the ratings in the event that an effective
refinancing plan is not put in place one year in advance of the
first-lien maturity, as this would weaken Travelport's liquidity
position and make a payment default more likely in our view. The
ratings could also come under pressure if Travelport's
profitability were to fall, for instance due to airline mergers,
or an increase in the number of airlines marketing flights
themselves," S&P said.

"Given that Travelport remains highly leveraged, we view the
potential for ratings upside as limited at present," S&P said.


WORLDPAY: Moody's Assigns Ba2 Rating to Sr. Sec. Loan Facilities
----------------------------------------------------------------
Moody's Investors Service has assigned a definitive Ba2 rating to
Worldpay's senior secured bank facilities comprising a GBP160
million Term Loan A due 2016, a GBP780 million Term Loan B due
2017, a GBP75 million Revolving Credit Facility due 2016 and a
GBP75 million Capital Expenditure Facility due 2016. The
facilities were increased by GBP120 million following two bolt-on
acquisitions announced in December 2010 and May 2011. Both
acquisitions constitute a "Permitted Acquisition" under the Senior
Facilities Agreement. The final terms of the facilities are in
line with the drafts reviewed for the provisional (P) Ba2 rating
of the loans.

RATINGS RATIONALE

Moody's definitive rating on this debt obligation is in line with
the provisional rating assigned on 08 September 2010. Moody's
rating rationale was set out in a press release issued on that
date.

The principal methodology used in rating Ship Luxco 3 Sarl was the
Global Business & Consumer Service Industry Rating Methodology
published in October 2010. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June 2009.
Headquartered in London (UK), WorldPay is a leading global payment
services provider. The company offers services across the whole
acquiring value chain including transaction capture, processing
and acquiring.


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


* EUROPE: Bank Bondholders May Recoup Losses Under New Proposal
---------------------------------------------------------------
Jim Brunsden and Rebecca Christie at Bloomberg News report that a
European Union official said bank bondholders that are forced to
take losses under EU plans to prevent the need for taxpayer
bailouts may get the chance to recoup some of their investment in
failed lenders.

According to Bloomberg, the official said that options include
giving investors shares in a temporary institution set up to hold
the failed bank assets.  Bloomberg relates that the official said
in Brussels on Monday bondholders may also receive compensation or
a claim on future profits if a crisis-hit lender improves its
financial position.

The official, as cited by Bloomberg, said that the measures are
part of broader plans to bolster the ability of regulators and
governments to handle bank failures.  They said that the proposals
may also include so-called early-intervention powers for
authorities that would enable them to replace a struggling
lender's management, Bloomberg notes.

The official said that under the EU's proposal, money raised by
writing down or converting bondholders' stakes would be used to
cover the costs of either restructuring or winding down the
crisis-hit lender, Bloomberg relates.  The EU official said that
measures being considered include a so-called clawback rule that
would give investors a claim on a share of the lender's future
revenues if its financial situation improved, according to
Bloomberg.

The official said that separately, the EU is planning to increase
competition in the market for credit ratings and to simplify
company reporting, Bloomberg relates.

Bloomberg says plans may include forcing companies to periodically
change the firm they use to acquire credit ratings.


* EUROPE: German Banks Oppose EU Recapitalization Plans
-------------------------------------------------------
Laura Stevens, Eyk Henning and Brian Blackstone at The Wall Street
Journal report that German bankers railed on Oct. 13 against
European Union proposals that would force the Continent's banks to
raise capital and further write down the value of Greek debt on
their books, arguing that the moves themselves could force the
sort of financial crisis that Europe's leaders are working to
avoid.

According to the Journal, Deutsche Bank AG's chief executive,
Josef Ackermann, cautioned on Oct. 13 that a credit crunch could
result if Europe's leaders enact higher capital levels for banks
and big haircuts on sovereign debt.

The five major German banking associations also sent a letter to
German Finance Minister Wolfgang Schauble, warning against phasing
in regulatory requirements too quickly, the Journal discloses.

The European Commission on Oct. 12 outlined proposals to shore up
European banks in the face of the region's escalating sovereign-
debt crisis, calling for a more-stringent review of the banks that
will likely result in broad recapitalization to dispel doubts
about the region's banks, the Journal relates.  The commission, as
cited by the Journal, said that those with inadequate capital will
need to raise it, from private sources if possible and from
governments as a last resort.

According to the Journal, an EU official on Oct. 12 said that the
European Banking Authority, the pan-European Union banking
regulator, suggested that the threshold for core Tier 1 capital
requirements?the ratio of a bank's core equity capital to its
total risk-weighted assets?could be raised to 9%, according to a
confidential communication to national banking authorities.

This summer's stress tests of European banks set the threshold at
5%, the Journal discloses.  The current European banking
regulations, so-called Basel II, requires a minimum core Tier 1
capital ratio of 2%, the Journal.

Several analysts said on Oct. 13 that they believe a more likely
threshold would be 7% to 9%, according the Journal.

Under these guidelines, teams of analysts estimated on Oct. 13
that Europe's banks face a shortfall of between EUR200 billion and
EUR300 billion (US$276 billion to US$414 billion) in capital in
scenarios in which troubled nations' sovereign debt would be
marked down to market value, the Journal recounts.

Under scenarios in which a severe sovereign-debt crisis results in
a spillover into other business areas in troubled countries, some
analysts said European banks could face a capital shortfall of as
much as EUR420 billion, the Journal notes.

Meanwhile, governments are also pressuring banks to take bigger
write-downs on their Greek debt in a move that would allow the
private sector to help share some of the risks of bailing the
country out, the Journal discloses.  Under a deal cut this summer
between the EU, the European Central Bank and the International
Monetary Fund, euro-zone leaders and banks agreed to voluntarily
write down the value of Greek sovereign debt on their books by
21%, the Journal says.

But with Greece's financial position worsening, euro-zone
officials are now discussing a haircut of as much as 60%, in line
with the current price of bonds, the Journal notes.

According to the Journal, analyst say that while Greek and
Portuguese banks would be hardest hit, large lenders such as
Societe Generale and UniCredit would also face major problems.
Banks are currently trying to negotiate a voluntary write-down of
40%, the Journal says, citing people familiar with the
negotiations.

The ECB, which has long been skeptical of the benefits of private
involvement in Greek debt restructuring, warned again on Oct. 13
that private-sector involvement could cause contagion and "put at
risk the financial stability" of the euro zone, triggering a need
for large-scale bank recapitalization, the Journal notes.

The ECB worries that forcing banks to take a hit on their
government bond holdings could affect balance sheets throughout
the euro zone, and force governments to spend public funds to
shore up banks, adding to deficits and threatening credit ratings,
according to the Journal.

Meanwhile, Reuters reports that Germany's private banks called for
euro zone policymakers to finally accept that Greece is insolvent
and also pressed for rules that would force lenders to set aside
capital on their balance sheets for government bonds.

"Greece is not able to pay back its current debts even over the
course of generations," Reuters quotes Andreas Schmitz, the head
of German bank lobbying group BdB, as saying in an interview with
the WirtschaftsWoche.

Mr. Schmitz called for a change in Basel III regulations, which
spell out the amount of capital reserves that banks must set aside
for so-called risk-weighted assets, Reuters relates.


                            *********

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-
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