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

                           E U R O P E

            Thursday, March 22, 2012, Vol. 13, No. 59

                            Headlines



A Z E R B A I J A N

INT'L BANK OF AZERBAIJAN: Moody's Issues Summary Credit Opinion


C Y P R U S

CYPRUS ORGANISATION: Moody's Cuts Long-Term Issuer Rating to Ba2


F I N L A N D

STORA ENSO: Moody's Affirms 'Ba2' Corporate Family Rating


G E R M A N Y

DELUXE TELEVISION: High-View-Gruppe Acquires Business
FRESENIUS FINANCE: S&P Assigns 'BB+' Rating to EUR500-Mil. Notes
SOLARHYBRID AG: Lack of Liquidity Prompts Insolvency Filing


I C E L A N D

GLITNIR BANK: Three Welsh Councils Get GBP5-Million Payment


I R E L A N D

ANAM MOBILE: Client Gets Temporary Injunction to Halt Liquidation
EIRCOM GROUP: Parent in Default; Bondholders to Get Payout
HARVEST CLO: Fitch Affirms Ratings on Two Note Classes at 'Bsf'


I T A L Y

SEAT PAGINE: Mulls EUR100-Million Cost Cuts Within 4 Years


L U X E M B O U R G

TAURUS CMBS: Moody's Cuts Rating on Class F Notes to 'B3 (sf)'


N E T H E R L A N D S

PROSPERO I: S&P Raises Rating on Class D Notes to 'B+'


R U S S I A

BALTINVESTBANK: Moody's Changes Outlook on 'B3' Ratings to Pos.
FUNDSERVICEBANK: Moody's Reviews 'E+/B3' Ratings for Downgrade
KEDR BANK: Moody's Changes Outlook on 'B2' Ratings to Negative


S W E D E N

SAAB AUTOMOBILE: Trollhattan Mayor Positive Over Takeover Bid


U N I T E D   K I N G D O M

GAME GROUP: Board Says No Equity Value Left; Shares Suspended
LOWELL GROUP: Moody's Assigns '(P)B1' Corporate Family Rating
PRIORY GROUP: Moody's Downgrades Corporate Family Rating to 'B2'
SOUTHERN WATER: Moody's Issues Summary Credit Opinion
WORLDSPREADS LTD: 52 Workers Axed Following Administration


X X X X X X X X

* S&P Withdraws 'D' Ratings on Three European CDO Tranches
* Upcoming Meetings, Conferences and Seminars


                            *********


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A Z E R B A I J A N
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INT'L BANK OF AZERBAIJAN: Moody's Issues Summary Credit Opinion
---------------------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
International Bank of Azerbaijan and includes certain regulatory
disclosures regarding its ratings. The release does not
constitute any change in Moody's ratings or rating rationale for
International Bank of Azerbaijan.

Moody's current ratings on International Bank of Azerbaijan are:

Senior Unsecured (foreign currency) ratings of Ba1

Long Term Bank Deposits (domestic currency) rating of Ba1

Long Term Bank Deposits (foreign currency) rating of Ba2

Bank Financial Strength rating of E+

Subordinate (foreign currency) rating of Ba2

Short Term Bank Deposits (domestic and foreign currency) ratings
of NP

Ratings Rationale

Moody's assigns a Bank Financial Strength Rating (BFSR) of E+ to
International Bank of Azerbaijan (IBA), which maps to a long term
scale of B3. The rating reflects the bank's increased standalone
risk profile demonstrated by (i) its weak (albeit recently
improved) capitalization, (ii) its weak profitability and asset
quality, (iv) high exposure to foreign-currency-denominated loans
and (v) high concentrations in the loan book. At the same time,
the rating is underpinned by the bank's very strong domestic
franchise, adequate efficiency and its nationwide territorial
presence.

IBA's BFSR of E+ carries a negative outlook

IBA's global local currency (GLC) deposit rating of Ba1 receives
a five-notch uplift from the bank's Baseline Credit Assessment of
B3. This is based on Moody's assessment of a very high
probability of systemic support in the event of need. IBA is a
government-owned bank and is by far the largest bank in
Azerbaijan controlling 33% of system assets at YE2011.

Rating Outlook

IBA's BFSR of E+, long-term local currency deposit rating of Ba1
and foreign currency long-term senior unsecured and subordinated
debt ratings of Ba1/Ba2 all carry a negative outlook.

The negative outlook on IBA's supported local currency deposit
and foreign currency debt ratings reflects (i) Moody's
expectation that IBA's privatization process (announced early in
2011) is likely to be completed within Moody's outlook horizon (
12-18 months). Should the government decrease its stake at IBA to
below 50%, Moody's is likely to revisit Moody's systemic support
assumptions for the bank, possibly leading to a decrease in
notching.

IBA's foreign currency deposit rating of Ba2 carries a stable
outlook (changed from positive in March 2011, and remains
constrained by the government ceiling).

What Could Change the Rating - Up

The Ba1/NP GLC deposit ratings have limited upside potential as
they carry a negative outlook.

The negative outlook on IBA's BFSR could be changed to stable if
the bank improves its capital levels -- as calculated under Basel
I -- to a level sufficient to avoid breaches of financial
covenants. At the same time, the privatization of IBA could be
positive for the bank's standalone credit strength if this
process leads to improvements in capital position as well as
corporate governance and risk management.

What Could Change the Rating - Down

Downward pressure could be exerted on IBA's supported deposit and
debt ratings in case of reduction in the government's stake as
Moody's assessment of the probability of support could be
lowered. In addition, any further material adverse changes in the
bank's risk profile, particularly significant impairment of the
bank's capital adequacy, asset quality or liquidity position,
could also exert negative pressure on IBA's ratings.

The methodologies used in this rating were Bank Financial
Strength Ratings: Global Methodology published in February 2007
and Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology published in March 2007.


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C Y P R U S
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CYPRUS ORGANISATION: Moody's Cuts Long-Term Issuer Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service has downgraded the long-term issuer
rating of Cyprus Organisation for the Storage and Management of
Oil Stocks ("KODAP") to Ba2 from Baa3 following the downgrade of
Cyprus's government bond rating to Ba1 from Baa3. Moody's has
assigned a corporate family rating (CFR) of Ba2 and a probability
of default rating (PDR) of Ba2 to KODAP, and will withdraw the
issuer rating. The rating outlook is negative, in line with the
outlook on Cyprus's sovereign rating. The rating action concludes
the review for possible downgrade, which was initiated by Moody's
on 8 November 2011.

Ratings Rationale

The downgrade of KODAP's rating follows Moody's downgrade of
Cyprus's local and foreign currency government bond ratings to
Ba1 from Baa3 on March 13, 2012.

The link between the rating of KODAP and that of the sovereign is
based on its status as government-related issuer (GRI), its
strategic importance to Cyprus and the very strong government
support that is incorporated within its rating. The rating of
KODAP also considers its standalone credit profile and legal
characteristics, including its bylaws and/or its public law
nature, as well as Moody's assumption that KODAP will remain a
key instrument for the government's strategic oil reserves
policy, as the entity responsible for maintaining compulsory
strategic reserves of petroleum products in Cyprus in accordance
with EU regulations. KODAP operates under the close supervision
of the Cypriot government and enjoys governmental support under a
clear and specific framework established by law.

However, Moody's has downgraded KODAP by two notches to Ba2,
thereby positioning its rating one notch below that of the
Government of Cyprus. Moody's has introduced this rating
differential partly to reflect the lack of explicit guarantee
from the Cypriot government, even though the State assumes
residual responsibility for any liability at liquidation, which
can only be decided by Order of the Council of Ministers.
Additionally, despite the very high likelihood of support by the
government, given its close links with this GRI, Moody's one-
notch differentiation between the company's rating and the
Governments of Cyprus's sovereign rating reflects (i) a degree of
uncertainty regarding the timely provision of support in the
event of need; and/or (ii) a modest degree of risk that, over the
rating horizon and in potential stress scenarios that
simultaneously affect various entities requiring support, a more
selective approach to the provision of support might be
considered by the government.

In the case of KODAP, Moody's applies a credit-substitution
approach that considers the company's particular funding and
business model. Therefore, the rating agency does not publish a
granular analysis of typical GRI factors for KODAP (i.e.,
covering support, dependence, a BCA and the sovereign rating).

In the absence of a change in the nature of KODAP or the
perceived strength of the underlying sovereign support, a further
downgrade in the rating of KODAP would most likely be driven by a
downgrade in the rating of Cyprus.

Moody's cautions that KODAP does not benefit from an explicit
guarantee from the Cypriot government and that any indication of
a change in the government's (i) willingness to intervene in a
timely manner to support this GRI in the event of need; and/or
(ii) propensity to support or encourage a more selective approach
and thereby differentiate the rank order of support needs among
all potential calls on the government funding, could introduce a
further degree of notching in the rating of KODAP relative to
those of the sovereign.

In view of the action, and the negative outlook for the sovereign
rating, no upward rating pressure is envisaged in the short-term
for KODAP.

The principal methodology used in this rating was Government-
Related Issuers: Methodology Update published in July 2010.

KODAP, domiciled in Nicosia, Cyprus, is the organization
responsible for maintaining compulsory strategic reserves of
petroleum products in Cyprus equivalent to a minimum of 90 days
of national consumption. In 2010, KODAP reported revenues of
EUR23.8 million and a net surplus of EUR6.4 million.


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F I N L A N D
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STORA ENSO: Moody's Affirms 'Ba2' Corporate Family Rating
---------------------------------------------------------
Moody's Investors Service affirmed the Ba2 Corporate Family
Rating ("CFR") of Stora Enso Oyj as well as the Ba2 Senior
Unsecured Notes Ratings upon the announcement to build a
EUR1.6 billion pulp and consumer board mill in China. The outlook
on the ratings remains stable.

The project comprises an integrated pulp and packaging board mill
at Behai/China, with full integration into own energy production.
The project will also be fully integrated into fibre supply from
self-managed wood plantations. The mill has capacity to produce
900,000 tonnes of pulp and 450,000 tonnes of paperboard, which
may be upsized to 900,000 tonnes at a later point in time. Start-
up of the mill is planned for the fourth quarter of 2014. The
investment costs of EUR1.6 billion will be shared by Stora Enso
and Guangxi Forestry Group in line with their shareholding of
85%/15% in the joint venture. The mill will be financed at the
joint venture level with a mix of 40% equity and 60% debt.

Ratings Rationale

The affirmation of the Ba2 CFR reflects Stora Enso's solid
positioning in the Ba2 category per year end 2011 and the
expectation that, despite the significant cash outflows over the
next few years for strategic expansion projects, the company's
leverage and cash flow coverage ratios will remain within the set
thresholds for the rating category. The negative cash flows will
lead to a considerable increase in net debt and therefore to a
weakening of Stora Enso's credit metrics. Under Moody's base
case, key financial metrics, such as retained cash flow/debt will
decline towards the low double digits (14.9% as of 12/2011) over
the next few years, a level still commensurate with the Ba2
rating, but leaving little room for operational underperformance
against Moody's forecast. Moody's, however, draws comfort from
the group's diversified operations, which should result in only
moderate weakening of operating profitability over 2012 on the
back of the challenging environment in Europe, as well as from
the group's solid liquidity profile.

In addition, in Moody's view this investment project is
consistent with Stora Enso's stated strategy of moving its asset
base closer to its customers in growth markets and that the group
will thus become less dependent on the mature and declining
European market for publication paper products. As the global
demand trend for paper-based packaging continues growing, in
particular in the emerging Asian markets, this investment should
provide Stora Enso with a low-cost base to benefit from growing
demand on the back of rising living standards and higher
disposable income. While demand for paper-based packaging can be
cyclical, the new Chinese facility will in particular produce
liquid packaging board for the food and beverage industry, which
experiences little inherent cyclicality, and should therefore
contribute to lower volatility of the group's profitability once
fully up and running.

The outlook on Stora Enso's Ba2 rating is stable, reflecting the
company's solid financial flexibility with an extended debt
maturity profile. In addition, it incorporates Moody's
expectation that Stora Enso will continue to generate positive
free cash flows (excluding strategic growth investments, such as
the Uruguayan pulp mill and the new Chinese facility) supported
by a balanced financial policy and only a moderate weakening of
underlying operational performance over the next few quarters on
the back of weakening industry fundamentals.

The rating could be upgraded should Stora Enso be able to
gradually improve operating profitability with EBITDA margins
improving towards the mid-teens and to achieve retained cash flow
to debt at close to 20%.

Negative pressure could arise if profitability and operating cash
flow generation materially weaken on the back of sustained
weakness in industry fundamentals, as indicated by EBITDA margins
below 10% and RCF/Debt below 13%. In addition, should underlying
free cash flow generation turn negative on a sustainable basis,
this would put pressure on the rating.

The principal methodology used in rating Stora Enso was the
Global Paper and Forest Products Industry Methodology published
September 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.

Headquartered in Helsinki, Finland, Stora Enso is among the
world's largest paper and forest products companies, with sales
during 2011 of approximately EUR 11billion. Core activities
include publication and fine papers, paper packaging products and
solid wood products. Stora Enso is also a net seller of pulp.


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G E R M A N Y
=============


DELUXE TELEVISION: High-View-Gruppe Acquires Business
-----------------------------------------------------
Scott Roxborough at The Hollywood Reporter reports that
High-View-Gruppe has acquired Deluxe Television, which filed for
bankruptcy earlier this year.

Deluxe Television has had trouble making ends meet and filed for
insolvency protection in January, the Hollywood Reporter
recounts.

Launched in 2005, Deluxe Television is a music TV channel.  It
operates several niche music TV channels available via cable,
satellite and on IPTV networks in Germany, according to the
Hollywood Reporter.


FRESENIUS FINANCE: S&P Assigns 'BB+' Rating to EUR500-Mil. Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue
rating to the proposed EUR500 million senior unsecured notes to
be issued by Fresenius Finance B.V. a subsidiary of German health
care group Fresenius SE & Co. KGaA (FSE; BB+/Stable/--).

"The issue rating is in line with the corporate credit rating on
FSE. We have also assigned a recovery rating of '3' to the notes,
indicating our expectation of meaningful (50%-70%) recovery in
the event of a payment default," S&P said.

"The ratings are subject to our satisfactory review of the final
documentation," S&P said.

"We understand that the issuance proceeds will be used to finance
acquisitions, refinance short-term debt, and for other general
corporate purposes," S&P said .

"At the same time, we affirmed the 'BBB-' issue rating on FSE's
senior secured debt facilities. The '2' recovery rating on these
instruments remains unchanged, reflecting our expectation of
substantial (70%-90%) recovery for debt holders in the event of a
payment default," S&P said.

"We affirmed the 'BB+' issue rating on FSE's senior unsecured,
guaranteed debt facilities. The '3' recovery rating on this debt
remains unchanged, reflecting our expectation of meaningful (50%-
70%) recovery for debtholders in the event of a payment default,"
S&P said.

"We affirmed the 'BB-' issue rating on FSE's EUR600 million euro
notes. The '6' recovery rating on this debt remains unchanged,
reflecting our expectation of negligible (0%-10%) recovery for
debt holders," S&P said.

"The impact of the proposed issue on our recovery metrics--
stressed EBITDA and enterprise value at default--and analysis is
not material," S&P said.


SOLARHYBRID AG: Lack of Liquidity Prompts Insolvency Filing
-----------------------------------------------------------
Reuters reports that solarhybrid AG said on Tuesday it will open
insolvency proceedings with a German court.

According to Reuters, the company said it was filing for
insolvency "due to illiquidity" with the court in Arnsberg.  No
other details were given in a statement issued late on Tuesday,
Reuters notes.

On Feb. 6, solarhybrid said its supervisory board and the interim
insolvency administrator of Solar Millennium had reached an
agreement under which solarhybrid would acquire the 2.25
gigawatts U.S. project pipeline from Solar Millennium, Reuters
recounts.

solarhybrid AG is a German solar project developer.


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I C E L A N D
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GLITNIR BANK: Three Welsh Councils Get GBP5-Million Payment
-----------------------------------------------------------
Rhodri Evans at Western Mail reports that three Welsh councils
have received almost GBP5 million from failed Icelandic bank
Glitnir.

Ceredigion, Powys and Neath Port Talbot have all received cash
after the board overseeing the winding-up of Glitnir approved a
GBP180 million payout to 53 UK public bodies, Western Mail
relates.

According to Western Mail, a spokesman for Ceredigion County
Council said it was "absolutely delighted" to have recovered
GBP1,666,862 of taxpayers' money that it had invested in Glitnir
before the banking crash.

"[Wed]nesday's payment brings the total amount we have recovered
from Iceland's failed banks to nearly GBP3.165 million, with more
to come," the spokesman, as cited by Western Mail, said.

Neath Port Talbot, which invested a total of GBP20 million in
Icelandic banks, had GBP2 million tied up in Glitnir, Western
Mail discloses.  The authority has had GBP1.663 million of that
returned, Western Mail notes.

"Our legal representatives are in discussions as to when the
balance will be repaid," Western Mail quotes Derek Davies, the
council's director of finance and corporate services, as saying.

Powys, as cited by Western Mail, said it had received a payment
of GBP1.6 million from Glitnir.

                       About Glitnir Banki

Headquartered in Reykjavik, Iceland, Glitnir banki hf --
http://www.glitnir.is/-- offers an array of financial services
to corporation, financial institutions, investors and
individuals.

Judge Stuart Bernstein of the U.S. Bankruptcy Court for
the Southern District Court of New York granted Glitnir
permission to enter into a proceeding under Chapter 15 of the
U.S. bankruptcy code on January 6, 2008.


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I R E L A N D
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ANAM MOBILE: Client Gets Temporary Injunction to Halt Liquidation
-----------------------------------------------------------------
Ann O'Loughlin at Irish Examiner reports that Adaptive Mobile
Security Ltd. obtained a temporary High Court injunction
preventing the appointment of a liquidator to Anam Mobile Ltd.,
one of its key software suppliers.

According to Irish Examiner, Adaptive Mobile says Anam Mobile
should not be allowed to appoint a liquidator until an Anam
source code for crucial software is released to Adaptive enabling
it to continue to providing anti-virus products to most of the
large mobile phone operators.

Adaptive says the viability of its business, which saw revenue
grow from EUR6 million to EUR18.5 million in the last two years,
is at risk from Anam's failure to comply with an agreement the
two companies made about the source code in the event of a
winding up of Anam, Irish Examiner discloses.

On Tuesday, Ms. Justice Mary Laffoy granted Adaptive an
injunction until Friday restraining Anam, members of its board,
and its creditors from passing a resolution to wind-up the
company and appointing a provisional liquidator, Irish Examiner
relates.

She also directed Anam, pending further order, to immediately
transfer the latest version of the source code to an escrow firm,
an agent who holds the code as a third party on behalf of both
companies, Irish Examiner notes.

Anam Mobile Ltd. is based in South Cumberland Street, Dublin.


EIRCOM GROUP: Parent in Default; Bondholders to Get Payout
----------------------------------------------------------
Donal O'Donovan at Irish Independent reports that Eircom Group
bondholders are in line for a major insurance payout after its
parent company was ruled to be in default.

Confirmation of the biggest corporate default in Irish history
comes as Eircom is already known to be preparing to go to the
High Court to seek an examinership on either Thursday or Friday
next week, Irish Independent notes.

On Tuesday, the International Swaps & Derivatives Association
(ISDA) said Eircom's parent company, ERC Ireland Finance Limited,
is in default, Irish Independent relates.  It means Wall Street
banks that sold insurance contracts to bondholders in the form of
Credit Default Swaps (CDS) will have to pay out, Irish
Independent states.

The missed payment was EUR5.77 million in interest that fell due
on February 15, Irish Independent discloses.  It is due to
bondholders owed EUR350 million of Eircom's EUR3.75 billion of
debt, Irish Independent notes.

A "grace period" when the payment could still have been made
expired on March 16, and UBS immediately sought a ruling in
relation to the bond insurance, Irish Independent recounts.

A second request to ISDA sought to know whether Eircom, the
company that actually operates the telephone system, was also in
default, Irish Independent relates.  The committee ruled that it
was not, Irish Independent notes.

In a separate report, Irish Independent's Mr. O'Donovan said that
US-based private equity firm Blackstone will be the biggest
single shareholder in Eircom after the company goes into
examinership at the end of the month.

The Eircom stake will be held through its Blackstone GSO and
Harbourmaster units once a "debt-for-equity" deal is completed
over the summer, Irish Independent discloses.

Blackstone acquired Irish rival Harbourmaster last October -- a
transaction that brought control of EUR8 billion of assets and
incidentally raised its holding in Eircom, Irish Independent
recounts.

Headquartered in Dublin, Ireland, Eircom Group --
http://www.eircom.ie/-- is an Irish telecommunications company,
and former state-owned incumbent.  It is currently the largest
telecommunications operator in the Republic of Ireland and
operates primarily on the island of Ireland, with a point of
presence in Great Britain.


HARVEST CLO: Fitch Affirms Ratings on Two Note Classes at 'Bsf'
---------------------------------------------------------------
Fitch Ratings has affirmed Harvest CLO V PLC's notes, as follows:

  -- EUR238.8m Class A-D (ISIN XS0293379342): affirmed at
     'AAAsf'; Outlook Stable

  -- EUR132.5m Class A-R (no ISIN): affirmed at 'AAAsf'; Outlook
     Stable

  -- EUR32.5m Class A2 (ISIN XS0293379771): affirmed at 'AAsf';
     Outlook Stable

  -- EUR42.5m Class B (ISIN XS0293380191): affirmed at 'Asf';
     Outlook Stable

  -- EUR30.0m Class C1 (ISIN XS0293380274): affirmed at 'BBBsf';
     Outlook Negative

  -- EUR10.0m Class C2 (ISIN XS0293951280): affirmed at 'BBBsf';
     Outlook Negative

  -- EUR26.0m Class D (ISIN XS0293380431): affirmed at 'BBsf';
     Outlook Negative

  -- EUR26.0m Class E1 (ISIN XS0293380514): affirmed at 'Bsf';
     Outlook Negative

  -- EUR5.0m Class E2 (ISIN XS0293952684): affirmed at 'Bsf';
     Outlook Negative

  -- EUR5.2m Class Q (ISIN XS0293380944): affirmed at 'BB-sf';
     Outlook Negative

The affirmation reflects the stable performance of the portfolio.
Assets rated 'CCC' or below currently represent 6.4% of
performing collateral and cash, down from 8.6% at the last review
in April 2011.  There have been no defaults in the portfolio
since April 2011.

All over-collateralization (OC) tests are currently passing and
results have been steadily improving since the last review.  The
reinvestment test (an additional OC test) is failing.  A breach
of the reinvestment test during the reinvestment period triggers
the use of up to 50% of available interest proceeds to purchase
additional collateral or redeem the notes in order of seniority
(choice at manager's discretion).  The interest coverage (IC)
tests have always passed, albeit with volatile test results.

The Negative Outlooks on the mezzanine and junior notes reflect
their vulnerability to a clustering of defaults and negative
rating migration in the European leveraged loan market due to the
approaching refinancing wall.

Harvest CLO V PLC is a securitization of senior secured, senior
unsecured, second-lien and mezzanine loans (including revolvers).
At closing a total note issuance of EUR650 million was used to
invest in a target portfolio of EUR632 million.  The portfolio is
actively managed by 3i Debt Management Investments Ltd.


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I T A L Y
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SEAT PAGINE: Mulls EUR100-Million Cost Cuts Within 4 Years
----------------------------------------------------------
Chiara Remondini at Bloomberg News reports that SEAT Pagine
Gialle SpA Chief Executive Officer Alberto Cappellini said the
company plans cost cuts of about EUR100 million (US$132 million)
over the next three to four years.

According to Bloomberg, the CEO said at a presentation in Milan
on Tuesday that the savings will help the Turin-based company
maintain its EBITDA margin, or earnings before interest, taxes,
depreciation and amortization as a percentage of sales, higher
than 40%.

Mr. Cappellini said in a March 13 interview that SEAT Pagine,
whose bondholders agreed this month to a EUR1.28 billion
debt-for-equity swap proposal, plans to complete its debt
restructuring plan in October, Bloomberg recounts.

                        About SEAT Pagine

SEAT Pagine Gialle SpA (PG IM) -- http://www.seat.it/-- is an
Italy-based company that operates multimedia platform for
assisting in the development of business contacts between users
and advertisers.  It is active in the sector of multimedia
profiled advertising, offering print-voice-online directories,
products for the Internet and for satellite and ortophotometric
navigation, and communication services such as one-to-one
marketing.  Its products include EuroPages, PgineBianche,
Tuttocitta and EuroCompass, among others.  Its activity is
divided into four divisions: Directories Italia, operating
through, Seat Pagine Gialle; Directories UK, through TDL
Infomedia Ltd. and its subsidiary Thomson Directories Ltd.;
Directory Assistance, through Telegate AG, Telegate Italia Srl,
11881 Nueva Informacion Telefonica SAU, Telegate 118 000 Sarl,
Telegate Media AG and Prontoseat Srl, and Other Activitites
division, through Consodata SpA, Cipi SpA, Europages SA, Wer
liefert was GmbH and Katalog Yayin ve Tanitim Hizmetleri AS.

                        *     *     *

As reported by the Troubled Company Reporter-Europe on
Feb. 10, 2012, Standard & Poor's Ratings Services lowered its
long-term corporate credit rating on Italy-based international
publisher of classified directories SEAT PagineGialle SpA (SEAT)
to 'D' (Default) from 'SD' (Selective Default).


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


TAURUS CMBS: Moody's Cuts Rating on Class F Notes to 'B3 (sf)'
--------------------------------------------------------------
Moody's Investors Service has downgraded the following classes of
Notes issued by TAURUS CMBS No.2 S.r.l. (amounts reflect initial
outstandings):

    EUR239M A Notes, Downgraded to Aa2 (sf); previously on
    Feb 22, 2012 Aaa (sf) Placed Under Review for Possible
    Downgrade

    EUR45.3M B Notes, Downgraded to Aa3 (sf); previously on
    Feb 22, 2012 Aa2 (sf) Placed Under Review for Possible
    Downgrade

    EUR24.8M C Notes, Downgraded to A1 (sf); previously on
    Oct 18, 2011 Aa3 (sf) Placed Under Review for Possible
    Downgrade

    EUR29M D Notes, Downgraded to A3 (sf); previously on
    Oct 18, 2011 A2 (sf) Placed Under Review for Possible
    Downgrade

    EUR24.7M E Notes, Downgraded to Ba1 (sf); previously on
    Oct 18, 2011 Baa1 (sf) Placed Under Review for Possible
    Downgrade

    EUR16.5M F Notes, Downgraded to B3 (sf); previously on
    Oct 18, 2011 Ba3 (sf) Placed Under Review for Possible
    Downgrade

The Class A and B Notes were placed on review for possible
downgrade on February 22, 2012, and Class C, D, E and F Notes on
October 18, 2011. The action concludes Moody's review of the
transaction.

Moody's does not rate the Class G Notes and has withdrawn the
rating on Class X Notes on February 23, 2012.

Ratings Rationale

The downgrade action for Classes A and B reflects an increase in
uncertainty and the probability of severe economic stress or even
default in Italy, combined with the remote but not implausible
event of debt redenomination. The downgrade of the remaining
classes of notes is driven by the assessed increased refinancing
risk given that meeting the scheduled amortization obligations
depend on disposals in weakening investment and lending markets.
The rating of the Class F Notes reflects in addition concerns
about potential future interest shortfalls due to negative access
spread in the transaction.

The key parameters in Moody's analysis are the default
probability of the securitized loans (both during the term and at
maturity) as well as Moody's value assessment for the properties
securing these loans. Moody's derives from those parameters a
loss expectation for the securitized pool.

Moody's estimates that the loan-to-value (LTV) ratio of the only
remaining loan in the pool is 75%. The LTV is based on Moody's
value of EUR416.6 million. This compares to a reported LTV of 59%
based on a reported property value of 530.5 million as of
September 2011. 66.7% of the whole loan is granted by lenders
outside of the securitization on a pari-passu basis.

The loan matures in July 2015; however, the borrower needs to
repay the loan by the loan maturity date according to an
amortization schedule. As the already occurred partial loan
prepayments are considered in determining the amortization
payments, the amortization schedule will become relevant next
year with scheduled amortization of EUR70.6 million in 2013,
EUR140 million in 2014 and EUR70 million in 2015. As the cash
flow from the properties is not sufficient to meet the scheduled
amortization payments the borrower needs to dispose further
assets. Even though the borrower has been able to dispose 23 of
the initially 54 properties, Moody's has increased its
refinancing risk assumption compared to last review given the
weak investment and lending market, which will make it rather
difficult for the borrower to sell sufficient properties to meet
the amortization payments. Moody's therefore assessed a high
probability of default of the loan over the next three years
(>50%).

The pool exhibits an above average concentration in terms of
geographic location and property types with all properties
located in Italy and most properties being office properties or
mixed use properties with a large office portion.

In general, Moody's analysis reflects a forward-looking view of
the likely range of commercial real estate collateral performance
over the medium term. From time to time, Moody's may, if
warranted, change these expectations. Performance that falls
outside an acceptable range of the key parameters such as
property value or loan refinancing probability for instance, may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions . There may
be mitigating or offsetting factors to an improvement or decline
in collateral performance, such as increased subordination levels
due to amortization and loan re- prepayments or a decline in
subordination due to realised losses.

Primary sources of assumption uncertainty are the current
stressed macro-economic environment and continued weakness in the
occupational and lending markets. Moody's anticipates (i) delayed
recovery in the lending market persisting through 2013, while
remaining subject to strict underwriting criteria and heavily
dependent on the underlying property quality, (ii) strong
differentiation between prime and secondary properties, with
further value declines expected for non-prime properties, and
(iii) occupational markets will remain under pressure in the
short term and will only slowly recover in the medium term in
line with anticipated economic recovery. Overall, Moody's central
global macroeconomic scenario is for a material slowdown in
growth in 2012 for most of the world's largest economies fuelled
by fiscal consolidation efforts, household and banking sector
deleveraging and persistently high unemployment levels. Moody's
expects a mild recession in the Euro area.

As the Euro area crisis continues, the rating of the structured
finance notes remain exposed to the uncertainties of credit
conditions in the general economy. The deteriorating
creditworthiness of euro area sovereigns as well as the weakening
credit profile of the global banking sector could negatively
impact the ratings of the notes.

MOODY'S PORTFOLIO ANALYSIS

TAURUS CMBS No.2 S.r.l. closed in December 2005 and represents
the securitization of initially four commercial mortgage loans
originated by Merrill Lynch Capital Markets Bank Limited. At
closing, the loans were secured directly or indirectly by first-
ranking legal mortgages over 83 commercial properties located in
Italy. The properties were predominantly office (66.3%) followed
by industrial buildings (28.0%). Since closing, three out of the
original four loans (60% of initial pool balance) prepaid. In
addition, there have been partial prepayments on the remaining
loan in the pool due to property disposals.

On the last interest payment date (IPD) in January 2012, there is
only one loan remaining in the pool, which is secured over 31
predominantly office (66.3%) and industrial properties (28.0%).
Since closing, 23 properties have been sold. The aggregate
outstanding securitized balance was EUR104.6 million including
EUR10.7 million of undrawn capex facility. The issuer has
invested an amount equal to the undrawn capex facility in a GIC
account. All principal payments are allocated fully sequentially
to the notes. The loan agreement provides for a step-up in margin
payable starting July 2012. Following the property disposals and
subsequent loan prepayments, the interest received under loan and
the GIC account is below the current weighted average cost of
capital of the notes. Therefore, the available funds cap (AFC) of
the unrated Class G Notes has been triggered since the October
2007 IPD. In addition to the scheduled interest amounts, the
issuer pays a default interest of 1% on any deferred interest
amounts on Class A to Class F.

On the April 2010 IPD, a partial shortfall and subsequent
deferral of interest of EUR7,140 on the Class F Notes occurred.

Portfolio Loss Exposure: Moody's expects a significant amount of
losses on the securitized portfolio, stemming mainly from the
refinancing profile of the remaining securitized loan. Given the
default risk profile and the anticipated work-out strategy for
potentially defaulting loans, the expected losses are likely to
crystallize only towards the end of the transaction term.

Rating Methodology

The methodologies used in this rating were Moody's Approach to
Real Estate Analysis for CMBS in EMEA: Portfolio Analysis (MoRE
Portfolio) published in April 2006, and Update on Moody's Real
Estate Analysis for CMBS Transactions in EMEA published in June
2005.

Other factors used in this rating are described in European CMBS:
2012 Central Scenarios published in February 2012.

The updated assessment is a result of Moody's on-going
surveillance of commercial mortgage backed securities (CMBS)
transactions. Moody's prior assessment is summarized in a press
release dated October 18, 2011. The last Performance Overview for
this transaction was published on February 20, 2012.

In rating this transaction, Moody's used both MoRE Portfolio and
MoRE Cash Flow to model the cash-flows and determine the loss for
each tranche. MoRE Portfolio evaluates a loss distribution by
simulating the defaults and recoveries of the underlying
portfolio of loans using a Monte Carlo simulation. This portfolio
loss distribution, in conjunction with the loss timing calculated
in MoRE Portfolio is then used in MoRE Cash Flow, where for each
loss scenario on the assets, the corresponding loss for each
class of notes is calculated taking into account the structural
features of the notes. As such, Moody's analysis encompasses the
assessment of stressed scenarios.


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


PROSPERO I: S&P Raises Rating on Class D Notes to 'B+'
------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
all classes of Prospero CLO I's notes.

"The rating actions follow our credit and cash flow analysis of
the transaction using data from the latest available trustee
report, dated Feb. 8, 2012. We have taken into account recent
developments in the transaction and reviewed the transaction
under our applicable corporate collateralized debt obligation
(CDO) criteria," S&P said.

"The trustee report shows that all overcollateralization tests
are currently passing and that the reported weighted-average
spread earned on the collateral pool has increased to 3.0% from
2.7%, since we published our last transaction update. It also
shows that the percentage of portfolio assets that we consider in
our analysis as defaulted (i.e., debt obligations of obligors
rated 'CC', 'SD' [selective default], or 'D') has decreased since
our previous review, to 1.4% from 3.6%. This reduction, together
with the amortization of class A-1-A, A-1-B, and A-1-C notes, has
increased the credit enhancement available to all classes of
notes," S&P said.

"From our analysis, we have observed a decrease in the
portfolio's weighted-average maturity and a positive rating
migration within the portfolio. Both developments have resulted
in lower scenario default rates across all rating levels, as
calculated using CDO Evaluator 5.1," S&P said.

"We have subjected the transaction's capital structure to a cash
flow analysis to determine the break-even default rate for each
rated class. In our analysis, we used the portfolio balance that
we consider to be performing (i.e., of assets rated 'CCC-' or
above), the reported weighted-average spread of 3.8%, and the
weighted-average recovery rates that we considered to be
appropriate. We incorporated various cash flow stress scenarios
using our standard default patterns, levels, and timings for each
rating category assumed for each class of notes, in conjunction
with different interest rate and exchange rate stress scenarios,"
S&P said.

"Approximately 37.9% of the assets in the transaction's portfolio
are denominated in a currency other than U.S. dollars. The issuer
has not entered into any derivative agreement to mitigate the
risk of foreign-exchange-related losses, and we have therefore
applied appropriate stresses in our cash flow modeling," S&P
said.

"From our analysis, we have observed that the credit support
available to all classes of notes is now commensurate with higher
ratings, and we have therefore raised our ratings on the class A-
1-A, A-1-B, A-1-C, A-2, B, C, and D notes," S&P said.

Prospero CLO I is a cash flow collateralized loan obligation
(CLO) transaction that securitizes loans to primarily
speculative-grade corporate firms. The transaction closed in
April 2005 and is managed by Alcentra NY, LLC.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com

RATING LIST

Class               Rating
            To                  From

Prospero CLO I
EUR35.6 Million, GBP24.5 Million, and US$214.55 Million Senior
Secured Floating-Rate Notes (Issued By Prospero CLO I BV,
Prospero CLO I Inc.), Senior Secured Floating-Rate Notes and
Subordinate Notes (Issued By Prospero CLO I BV)

Ratings Raised

A-1-A       AAA (sf)            AA (sf)
A-1-B       AAA (sf)            AA (sf)
A-1-C       AAA (sf)            AA (sf)
A-2         AA (sf)             A+ (sf)
B           BBB+ (sf)           BBB (sf)
C           BB (sf)             B+ (sf)
D           B+ (sf)             CCC- (sf)


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


BALTINVESTBANK: Moody's Changes Outlook on 'B3' Ratings to Pos.
---------------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on the B3 long-term local and foreign-currency deposit
and B3 local currency debt ratings of Baltinvestbank. The E+
standalone bank financial strength rating (BFSR), B3/Not Prime
long-term and short-term bank deposit ratings and the B3 long-
term local currency debt ratings were affirmed. The outlook on E+
BFSR remains stable.

Moody's re-assessment of the outlook is based on Baltinvestbank's
latest available audited IFRS for 2010 as well as the bank's
unaudited 2011 financial statements prepared under Russian GAAP.

Ratings Rationale

"The outlook change is driven by Baltinvestbank's ongoing
diversification into the retail segment, which positively affects
the bank's profitability and operating efficiency metrics, as
well as provides for a greater earnings stability," says Semyon
Isakov, a Moody's Assistant Vice-President and lead analyst for
the bank. "

Moody's expects Baltinvestbank's ongoing diversification into the
high-margin retail segment to improve the bank's net interest
margin, thus positively affecting its operating efficiency and
profitability. Moody's notes that, as of March 1, 2012, the
proportion of retail loans in the loan book and the proportion of
retail deposits in total customer funding reached 29% and 40%,
respectively. The increased diversification in the retail segment
is positively affecting the bank's net interest margin, which --
under Russian Accounting Standards -- exceeded 4% in Q4 2011
compared to historically low levels of 2.5%-3%.

According to Baltinvestbank's management accounts, the non-
performing retail loans ratio (defined as loans overdue by more
than 60 days), adjusted for growth of the retail loan book,
remained below 3% as at YE2011 despite rapid growth of 114% in
the retail loan book during 2011.

Baltinvestbank's pre-provision income has improved in H2 2011
compared to H1 2011, having reached 2% of the bank's average
total assets in Q4 2011 under Russian Accounting Standards.
Similarly, the cost-to-income ratio was on an improving trend in
2011 and dropped below 60% in the Q4 2011. Moody's expects these
trends to continue in 2012.

At the same time, the level of Baltinvestbank's capital adequacy
remains low (the regulatory total capital adequacy ratio was
11.5% as of March 1, 2012) while Tier 1 capital only marginally
exceeds 50% of total regulatory capital. Low capital adequacy
together with high single-name concentrations in the loan book
(top 20 loan exposures historically range between 300% and 400%
of Tier 1 capital) and historical appetite for related-party
lending continue to constrain the bank's ratings at the B3 level.
Moody's estimates historical level of loans to related parties at
above 50% of Tier 1 capital.

An upgrade of Baltinvestbank's B3 ratings would be contingent on
the bank's ability to increase its capital adequacy level, and to
sustain improvements in profitability and operating efficiency.
Conversely, any deterioration of the bank's capital position --
resulting from mismanaged growth in the retail segment or
impairment of large corporate exposures -- could have negative
rating implications.

Principal Methodologies

The methodologies used in this rating were Bank Financial
Strength Ratings: Global Methodology published in February 2007,
and Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology published in March 2007.

Headquartered in St. Petersburg, Russia, Baltinvestbank reported
total non-consolidated assets of RUB56 billion (US$1.9 billion)
and total shareholders' equity of RUB3.5 billion (US$118
million), according to its year-end 2011 unaudited report under
Russian Accounting Standards.


FUNDSERVICEBANK: Moody's Reviews 'E+/B3' Ratings for Downgrade
--------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
following ratings of Fundservicebank: the standalone bank
financial strength rating (BFSR) of E+, mapping to B3 on the
long-term scale, and the B3 long-term global local and foreign
currency deposit ratings.

Moody's rating action follows recent public comments made by
officers of the Russian Interior Ministry's Main Economic
Security Department alleging that Fundservicebank breached
certain banking regulations. These comments have driven a concern
about the possibility of an adverse regulatory response towards
Fundservicebank and/or the risk of weakening of relationships
between the bank and its key customers and creditors, which would
have negative implications for the bank's ratings. Moody's notes
that Fundservicebank has denied the allegations.

Over the next several months, Moody's will monitor the Russian
authorities' decisions towards Fundservicebank as well as the
possible impact of these developments on the bank's financial
performance and customer base.

Ratings Rationale

REVIEW OF FUNDSERVICEBANK'S RATINGS

Moody's decision to place Fundservicebank's ratings on review for
downgrade follows allegations by officers of the Russian Interior
Ministry's Main Economic Security Department that (i) the bank
possibly misreported information about some operations of its
customers to The Federal Financial Monitoring Service
(Rosfinmonitoring; the Russia's anti-money-laundering watchdog),
and (ii) the bank breached some regulations on servicing the
accounts of public sector companies. The allegations followed
police checks on some operations of Fundservicebank's customers
that Moody's understands started as part of a broader
investigation by Russian authorities involving other banks and
companies.

Moody's ratings review is driven by concerns surrounding the
possibility of a subsequent adverse regulatory response towards
Fundservicebank and/or the risk of weakening of relationships
between the bank and its key customers and creditors, if the
allegations are proven true. As no official statements were made
either by the Central Bank of Russia or by Rosfinmonitoring
regarding Fundservicebank's possible involvement in this case,
Moody's incorporates a degree of information risk in the rating
assessment.

Focus of the Review

Over the next several months, Moody's will monitor the Russian
authorities' decisions towards Fundservicebank as well as the
possible impact of these developments on the bank's financial
performance and customer base.

Moody's says that Fundservicebank's ratings could face downward
pressure if the allegations are proven true and/or if they lead
to material negative implications to the bank's business
franchise and its financial fundamentals.

Headquartered in Moscow, Russia, Fundservicebank reported
(unaudited) asset of RUB64billion (US$2.1 billion) as of
February 1, 2012 under Russian Accounting Standards.

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
Mapping Moody's National Scale Ratings to Global Scale Ratings
published in August 2010.


KEDR BANK: Moody's Changes Outlook on 'B2' Ratings to Negative
--------------------------------------------------------------
Moody's Investors Service has changed to negative from positive
the outlook on the B2 long-term global local and foreign currency
deposit ratings and the B2 long-term global local currency debt
ratings of Kedr Bank. At the same time, Moody's affirmed the
following ratings of Kedr: the standalone bank financial strength
rating (BFSR) of E+ (stable outlook), mapping to B2 on the long-
term scale; and the Not-Prime short-term local and foreign
currency deposit ratings.

Moody's assessment is primarily based on Kedr's financial
statements for 2010 (audited) -- prepared under IFRS, and
(unaudited) Russian GAAP as at March 1, 2012.

Ratings Rationale

The change in the outlook on Kedr's B2 long-term GLC deposit
rating to negative from positive reflects Moody's concerns that
recent changes in ownership could lead to weakening corporate
governance culture and subsequently to deterioration of the
bank's risk profile over the medium term.

Moody's understands that under the new shareholders and the newly
appointed management team, Kedr is planning to implement a new
strategy of developing its retail business. This could
significantly increase provisioning costs and, in turn, exert
adverse pressure on Kedr's capitalization. Moody's also notes
that an increase in related-party transactions or non-core
business from the current low level would be considered as a
negative rating driver.

Moody's cautions that Kedr's capitalization is relatively low
compared to domestic peer banks. Its total capital adequacy ratio
("N1") of 11.90% as of March 1, 2012 was slightly above the 10%
minimum regulatory requirement. The bank's capitalization is
solely supported by its retained earnings, which are insufficient
to absorb potential credit losses. Moreover, Kedr's credit risk
profile is pressured by the high level of single-name
concentration, which accounted for approximately 200% of its
capital for the top 20 borrowers at YE2011.

Over the medium term, Moody's believes the key rating constraints
will be the low level of Kedr's capital cushion, coupled with the
limited track record of new shareholders' ability to inject
capital as well as the uncertainty of the bank's long-term
strategy following the changes in ownership.

At the same time, Moody's notes that Kedr's liquidity position is
supported by its granular retail funding and its adequate level
of liquid assets (approximately 30% of total assets as at
YE2011).

Moody's says that the negative outlook on Kedr's B2 ratings could
be changed to stable if the bank demonstrates an ability to
sustain its current risk profile and maintains satisfactory
assets quality and capital levels.

Downward pressure could be exerted on Kedr's ratings by any
material adverse changes in the bank's risk profile, particularly
an increasing level of related-party transactions or
concentration levels in its loan book, significant impairment of
the bank's liquidity position, and any failure to maintain
control over its asset quality.

The methodologies used in this rating were Bank Financial
Strength Ratings: Global Methodology published in February 2007
and Incorporation of Joint-Default Analysis into Moody's Bank
Ratings: A Refined Methodology published in March 2007.


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


SAAB AUTOMOBILE: Trollhattan Mayor Positive Over Takeover Bid
-------------------------------------------------------------
Simon Warburton at Just-Auto reports that Trollhattan's mayor
Paul Akerlund strongly believes either China's Youngman or
India's Mahindra & Mahindra will rescue bankrupt local automaker
Saab Automobile by the end of next month.

Mr. Akerlund, who is also the leader of the council in
Trollhattan, where Saab is based, formed his views after meeting
Youngman, in particular, several times, Just-Auto notes.

Representatives of the Chinese firm arrived in Gothenburg this
week and are widely believed to be holding talks with Saab's
receivers in this western Swedish city, in a bid to revive the
process which has seen an army of 55 lawyers working on the
automaker's case since its bankruptcy last December, Just-Auto
relates.

Trollhattan -- a town of around 50,000 people -- is facing a
potentially chronic fallout from Saab's demise with nearly 4,000
direct jobs lost while some estimates put the total number of
redundancies at least 10,000 including the supply chain,
Just-Auto notes.

But Mr. Akerlund, who worked at Saab for 32 years, including 19
as chairman of the IF Metall union, is convinced the automaker
could be the subject of a takeover bid, Just-Auto states.

The mayor added weight to his belief a rescue package was in the
offing by revealing that, when Youngman was previously in Sweden,
they brought representatives from the Bank of China with them,
Just-Auto discloses.

However, the council leader took aim at the receivers whose
reticence to provide detailed information concerning Saab's
future has attracted much criticism in Sweden, according to
Just-Auto.

                            About Saab

Saab, or Svenska Aeroplan Aktiebolaget (Swedish Aircraft
Company), was founded in 1937 as an aircraft manufacturer and
revealed its first prototype passenger car 10 years later after
the formation of the Saab Car Division.  In 1990, Saab
Automobile AB was created as a separate company, jointly owned by
the Saab Scania Group and General Motors, and became a wholly-
owned GM subsidiary in 2000.  In February 2010, Spyker Cars N.V.
was renamed Swedish Automobile N.V. (Swan) on June 15, 2011.

Saab Automobile AB currently employs approximately 3,700 staff in
Sweden, where it operates production and technical development
facilities at its headquarters in Trollhattan, 70 km north of
Gothenburg.  Saab Cars North America is located in Royal Oak,
Michigan employing approximately 50 people responsible for sales,
marketing and administration duties for the North American
market.

On Dec. 19, 2011, Swedish Automobile N.V. disclosed that Saab
Automobile AB (Saab Automobile), Saab Automobile Tools AB and
Saab Powertrain AB filed for bankruptcy with the District Court
in Vanersborg, Sweden.  After having received the recent position
of GM on the contemplated transaction with Saab Automobile,
Youngman informed Saab Automobile that the funding to continue
and complete the reorganization of Saab Automobile could not be
concluded.  The Board of Saab Automobile subsequently decided
that the company without further funding will be insolvent and
that filing bankruptcy is in the best interests of its creditors.
Swan does not expect to realize any value from its shares in Saab
Automobile and will write off its interest in Saab Automobile
completely.


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


GAME GROUP: Board Says No Equity Value Left; Shares Suspended
-------------------------------------------------------------
Tim Bradshaw at The Financial Times reports that shares in Game
Group were suspended after its board concluded that there was "no
equity value left in the group".

Game has been struggling to find the funds to pay rent due at the
end of this week, the FT says.  After warning last week that its
shares could be worthless, Game requested on Wednesday that its
shares be suspended from trading on the London Stock Exchange,
the FT relates.

"Further to the announcements of March 12, 2012 and March 14,
2012, the board of Game has assessed the status of the ongoing
and regular discussions between Game and its lending banks and
between its lending banks and a potential third-party provider of
finance to the business," the FT quotes the company as saying.
"The board now considers itself to be unable to assess the
business's financial position, and is of the opinion that there
is no equity value left in the group."

GameStop is understood to be preparing to close as many as half
of its 600 stores while Rothschild has been trying to find a
buyer, with the company, a US rival, and private equity group
OpCapita both having expressed interest.

Game's stores are still trading as its discussions with lenders
continue.  One person close to the situation told the FT on
Tuesday that banks were proceeding at a "glacial pace".

Game Group is a video games retailer.


LOWELL GROUP: Moody's Assigns '(P)B1' Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B1
Corporate Family rating to Lowell Group Limited. Moody's has also
assigned a (P)B1 rating to the proposed GBP200 million long term,
senior secured bond, to be issued by Lowell Group Financing plc.
The outlook is stable. This is the first time that Moody's has
rated Lowell.

The ratings are contingent upon Lowell's success in placing the
proposed GBP200 million senior secured notes and completing the
planned recapitalization program, whereby it will use the
proceeds from the bond issuance to repay the existing senior
facility agreement, the total amount outstanding on an existing
shareholder loan and a dividend payment in respect of the accrued
but unpaid dividends on the existing preference shares.
Immediately following the above dividend payment, all outstanding
preference shares will be converted into ordinary shares with no
fixed dividend payment entitlement.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect Moody's preliminary
credit opinion regarding the transaction only. Upon a conclusive
review of the final versions of all the documents and legal
opinions, Moody's will endeavor to assign definitive corporate
family and senior secured ratings. A definitive rating may differ
from a provisional rating. The provisional ratings and the stable
outlook assigned to Lowell assume a successful refinancing of the
company's current financing package, as well as the confirmation
that the final set of documentation does not differ from the
draft documentation.

Ratings Rationale

Lowell operates in the UK consumer debt market as a purchaser of
consumer debt, specializing in three segments of the industry --
financial services, communications and home shopping. The company
acquires aged debt at a deep discount to the total outstanding
balance and uses a proprietary, automated tracking process to
contact the debtors and start the process of debt collection.

Lowell's Corporate Family Rating of (P)B1 reflects the company's
strong market positioning, satisfactory level of capital and debt
service capability, and stable operating cash flows, as well as
the monoline business model, modest level of concentration risk
in terms of suppliers (i.e. debt originators) and model risk in
terms of valuation and pricing of its debt portfolios.

Lowell has a good market share in its niche segments and a
leading position in terms of market share in the overall debt
purchasing industry. Furthermore, the company's proprietary
technology platform enables Lowell to price its purchased
receivables relatively accurately and collect on its portfolios
at a relatively low cost. Moody's also notes the company's
monoline operating model, with its major source of income being
gross collections from purchased receivables, is mitigated by the
good geographic spread across the whole of the UK.

Under the proposed capital and funding structure, Moody's expects
Lowell to have a satisfactory level of capital and low leverage
(debt to adjusted EBITDA of around 2.0x). Furthermore, its debt-
to-adjusted EBITDA ratio has been declining over the past four
years and is projected to remain low following the proposed
funding transaction.

Lowell has displayed a good level of growth in its gross
collections over the past five years, with relatively consistent
cumulative collections (% of acquisition cost) across all
vintages. It's collections cost ratio has consistently remained
low, given the use of its proprietary technology platform.
Furthermore, operating cash flow, prior to portfolio
acquisitions, has remained strong and relatively stable over the
past few years, and interest coverage (excluding the non-cash,
cumulative preference share coupons) has been maintained at a
satisfactory level (adjusted EBITDA to interest expense ratio of
8 times for financial year ended August 31, 2011).
Notwithstanding the above, Lowell's net income level (both before
and after tax) has been less stable (pre-tax profit has ranged
from a loss of GBP6.2 million in financial year ended August 31,
2009 to a pre-tax profit of GBP11.0 million in financial year
ended August 31, 2010 and GBP7.3 million in financial year ended
August 31, 2011).

The receivables that Lowell acquires are generally in long-term
arrears and therefore are, in Moody's view, speculative in
nature. In addition to this, Moody's notes three key risks: (i)
model risk in relation to valuation and pricing of its purchased
receivables (ii) concentration risk in terms of suppliers, and
(iii) event risk arising from potential litigation or legislative
actions. However, Moody's is of the opinion that Lowell's
management is well aware of the key risks arising from its
business model and that these risk factors have been well managed
to-date. Furthermore, the level of granularity of the portfolio
of purchased receivables helps to mitigate the model risk to a
certain extent. Moody's also notes that Lowell's reliance on
litigation for collection purposes has been historically very
low. Nonetheless, management of the model risk and litigation
risk will continue to be a key challenge for the company.

While the purchased receivables are extremely granular in terms
of its customer accounts, Moody's noted that the company does
have a level of concentration in its suppliers (i.e. debt
originators). However, Moody's recognizes that this supplier
concentration is a feature common to debt purchasing companies in
the UK (and also in the US), given the limited number of debt
originators in the market.

The significant private equity ownership of the firm also brings
an element of uncertainty as regards the timing and method of
exit of the investment, although Moody's expects TDR to manage
their exit without compromising the company's strategy or
financial positioning.

Lowell's refinancing package incorporates GBP200 million Senior
Secured Notes, which will be guaranteed on a senior basis by
Lowell and all material subsidiaries of the company, as well as a
GBP40 million revolving cash facility (RCF), fully undrawn at
issuance. Both the senior secured notes and the RCF are secured
by a first ranking security interest in all the outstanding
shares of the issuer and the guarantors and substantially all the
assets of the issuer and the guarantors.

The following ratings have been assigned:

Lowell Group Limited

     Corporate Family Rating, Assigned (P)B1

Lowell Group Financing plc

     Senior Secured Regular Bond/Debenture, Assigned (P)B1

WHAT COULD CHANGE THE RATING UP / DOWN

Upward rating pressure could arise from sustained improvement in
net income (both before and after tax) with a stable growth rate
and a track record of net income-to-average managed assets ratio
that is consistently above 1.0%, while maintaining the leverage
metrics (debt to adjusted EBITDA) at around 1.5x to 1.8x.

The ratings could come under downward pressure due to (i)
significant deterioration in income from operations (after
interest expense) and cash flow from operations, stemming from
factors such as underperforming collections productivity,
underperforming portfolio acquisitions and lower than forecast
collections; (ii) an increase in leverage or a sustained decline
in operating performance, leading to a debt ratio which is higher
than 4.0 times EBITDA; or (iii) significant decline in interest
coverage, with an EBITDA to interest expense (excluding
preference share coupon) ratio below 3.5 - 1.0 times EBITDA.

The principal methodology used in rating Lowell is "Finance
Company Global Rating Methodology," published in March 2012.

Other methodologies and factors that may have been considered in
the process of rating these issuers can also be found in the
Credit Policy & Methodologies directory.

Lowell is headquartered in Leeds, United Kingdom. As at
August 31, 2011, Lowell's purchased debt portfolio amounted to
GBP189.3 million, with reported total assets of GBP287.6 million.


PRIORY GROUP: Moody's Downgrades Corporate Family Rating to 'B2'
----------------------------------------------------------------
Moody's Investors Service has downgraded by one notch the
corporate family rating (CFR) of Priory to B2. Priory's rated
debt instruments include a GBP70 million Senior Secured Revolving
Credit Facility (downgraded to Ba2), GBP631 million worth of
Senior Secured Notes (downgraded to B2), as well as GBP175
million worth of Senior Unsecured Notes (downgraded to Caa1). The
outlook on the ratings is stable.

Ratings Rationale

The downgrade was prompted by Priory's inability to materially
delever to debt/EBITDA of well below 6.0x within 12-18 months
from the initial rating assignment supported both by synergies
and increases in capacity via expansion of leaseholds. Due to the
generally difficult trading environment, as reflected by flat
daily fee rates, impact of patient repatriation from Priory's to
NHS facilities in 2011 and limited availability of attractive
leasehold properties, Moody's does not expect Priory to grow
strongly in the medium term, which is in contrast to Moody's
initial expectation. Moody's expects that Priory's cash flow will
be increasingly used for development capex, refurbishment of the
Craegmoor portfolio and acquisition growth. As a result, free
cash flow generation will be much lower going forward and
therefore Moody's also does not expect the company to reduce its
outstanding debt. As a consequence, the credit deleveraging
profile slows down materially and leverage is likely to remain
elevated at over 6.0x over the next 12-18 months.

Priory's B2 corporate family rating (CFR) reflects the company's
small size and high leverage (pro-forma 6.6x excluding one-offs
per 12/2011), reflecting the partially debt financed acquisition
of Priory by Advent and the subsequent acquisition of Craegmoor
by Priory as well as existing sale-and-leaseback obligations.
However, this is mitigated by Priory's strong business profile,
with market-leading positions in the UK for mental health,
specialist care and specialist education services and stable and
recurring revenue and cash generation with regard to the non-
discretionary services provided, as well as the company's strong
profitability levels and solid segmental diversification.

The stable outlook on Priory's B2 rating reflects the significant
adjusted leverage mitigated by defensive nature of its services.
Moody's expects that progress of achieving synergies from current
restructuring measures should compensate for possible short-term
impact from NHS repatriations.

What Could Change the Rating

A positive rating action is currently unlikely. An upgrade would
require a sustained period of maintaining profitability and cash
flow generation at a high level, with a subsequent reduction in
leverage, such that Priory's adjusted debt/EBITDA ratio improves
below 5.75x .

Negative pressure could be exerted on the rating in the event of
(i) Priory failing to reduce debt/EBITDA ratio below 6.25x over
the next 12 months; or (ii) increasing margin pressure resulting
from changes in the UK regulatory healthcare framework or
competitors offering aggressive rates.

The principal methodology used in rating Priory was the Global
Healthcare Service Providers Industry Methodology published in
December 2011. Other methodologies used include Loss Given
Default for Speculative-Grade Non-Financial Companies in the
U.S., Canada and EMEA published in June.

Priory is the largest independent provider of high-acuity mental
health care, specialist care and education services in the UK,
offering a broad range of services in the field of acute
psychiatry, secure, long-term rehabilitation and specialist
education markets. Priory pro-forma for Craegmoor revenues are
estimated at over GBP450 million in 2011.


SOUTHERN WATER: Moody's Issues Summary Credit Opinion
-----------------------------------------------------
Moody's Investors Service issued a summary credit opinion on
Southern Water Services Limited and includes certain regulatory
disclosures regarding its ratings. The release does not
constitute any change in Moody's ratings or rating rationale for
Southern Water Services Limited and its affiliates.

Moody's current ratings on Southern Water Services Limited
("SWS") and its affiliates are:

Long-Term Corporate Family Ratings of Baa2

Southern Water Services (Finance) Limited ("SWSF")

Senior Secured (foreign currency) ratings of Baa1

Subordinate (foreign currency) ratings of Ba1

BACKED Senior Secured (foreign currency) ratings of Aa3 (wrapped)
/ Baa1 (underlying)

Ratings Rationale

SWS's corporate family rating of Baa2, negative outlook,
consolidates the legal and financial obligations of SWS, its
funding vehicle SWSF and the two holding companies that are
within the ring-fenced group as part of SWS's financing
structure. In line with Moody's approach towards similar
structured transactions (such as Anglian Water, Thames Water and
Yorkshire Water), Moody's rating assessment of SWS is the result
of the evaluation of three main factors, (i) the business risk
profile of the company, (ii) its financial metrics, and (iii) the
structural enhancements of the bond covenant and security
package.

Following Moody's rating action in July 2011, SWS is rated one
notch lower than comparable transactions. This reflects the
current weakness of its cash flow generation, in particular in
relation to Moody's Adjusted Interest Cover ratio, which is below
1.0x for the year ended March 31, 2011. The Adjusted Interest
Cover as calculated by Moody's does not factor in the benefit of
a portfolio of index-linked swaps that the company has entered
into. Moody's understands that the GBP1.3 billion of existing
swap arrangements (equivalent to around 34% of the company's RCV)
provide for a pay down of the ongoing accretion for inflation
changes at five-yearly intervals. While these long-dated swaps
are not subject to break clauses and give inflation protection to
the company, they only achieve a temporary improvement to the
company's financial profile as the accretion is paid down during
the life of the swap. Moody's, therefore, regards this benefit as
short lived and not providing a similar level of protection as
long-dated index-linked debt. Furthermore, Moody's considers that
these instruments reduce the value of the financial covenants,
thus undermining the robustness of the financing structure, which
was a key factor in justifying the previous ratings.

As any indexation element is excluded in the calculation of the
interest cover ratio for covenant purposes, these hedging
contracts enhance the company's ratios allowing it to maintain
headroom under its covenant levels and thus distributions to
shareholders. The company will therefore not be in breach of its
covenants. While Moody's recognizes that the existing "pay as you
go" index-linked swaps benefit the interest cover ratio as
calculated under the terms of the covenants in the company's
highly-leveraged financing structure, they do not, in Moody's
view, provide genuine long-term cash flow benefit.

In addition, the swaps create further financing pressures on the
company compared to traditional index-linked debt through the
periodic accretion pay down requirements beginning with the next
regulatory period.

The outlook assigned to the ratings is negative, reflecting SWS's
weak cash flow generation, which is expected to result in Moody's
Adjusted Interest Cover ratio to remain around 1.0x in the next
12 to 18 months. It also takes into account the risks faced by
SWS in achieving the planned recovery in its financial metrics so
that they become commensurate with the current ratings in light
of the challenging regulatory settlement in AMP5 combined with
pressures in the water industry as a whole (e.g. adoption of
private sewers).

The outlook could be stabilized if Moody's Adjusted Interest
Cover ratio were to reach 1.2x on a sustainable basis. This ratio
guidance is stricter than for comparable highly-leveraged water
companies, which usually exhibit a minimum Adjusted Interest
Cover ratio of 1.2x for a Baa1 corporate family rating. Moody's
believes that SWS would need to exhibit stronger ratios to offset
the negative effect that the extensive use of derivatives by the
company has on the robustness of its financing structure. As
aforementioned, Moody's is of the opinion that these derivatives
provide only temporary cash flow benefit through deferring
inflation accretion and other interest costs. In considering the
stable outlook Moody's will further take into account performance
of the new management team, the company's financial policies and
its continuing use of derivative instruments.

The principal methodology used in this rating was Global
Regulated Water Utilities published in December 2009.


WORLDSPREADS LTD: 52 Workers Axed Following Administration
----------------------------------------------------------
Jamie Dunkley at The Daily Telegraph reports that more than 80%
of staff working at WorldSpreads have been made redundant and
told they will not receive salary payments owed to them this
month.

The group of 52 City workers were informed of their fate on
Monday by administrators at KPMG, the Daily Telegraph discloses.

Staff were told that they will need to apply to the Government's
Redundancy Payments Office for compensation -- which can take
several weeks to pay out, the Daily Telegraph relates.

According to the Daily Telegraph, a spokesman for KPMG said: "We
can confirm that, unfortunately 52 staff from Worldspreads
Limited have been made redundant as administrators wind down the
business.

"Around 12 have been retained to help with the wind down.  KPMG
is helping staff made redundant, who will need to claim wages
owed through the Government redundancy scheme."

WorldSpreads was put into administration late on Sunday after a
GBP13 million "black hole" was found in the accounts, putting
around 15,000 clients -- mostly retail customers -- at risk of
losing almost half their money, the Daily Telegraph recounts.

KPMG said clients were owed GBP29.7 million, which should have
been held in a segregated customer account, but that the group's
total cash came to just GBP16.6 million, the Daily Telegraph
notes.

KPMG has said there will be no actual sale of the business,
although some of its software and data centre assets could be
sold, according to the Daily Telegraph.

Worldspreads Limited is financial spread-betting company.  It is
a wholly owned subsidiary of Worldspreads plc, a company
incorporated in Dublin, Ireland.


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


* S&P Withdraws 'D' Ratings on Three European CDO Tranches
----------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on 28 European collateralized debt obligation (CDO)
tranches.

Specifically, S&P:

* Lowered its rating on one tranche;

* Lowered and kept on CreditWatch negative its rating on one
   tranche;

* Lowered and removed from CreditWatch negative its ratings on
   11 tranches;

* Removed from CreditWatch negative its ratings on 10 tranches;

* Raised its ratings on two tranches; and

* Withdrew its ratings on three tranches, one of which it
   lowered to 'D' before withdrawing it.

The rating lowered to 'D (sf)' will remain at 'D (sf)' for a
period of 30 days before the withdrawal becomes effective.

"The rating actions on these 28 tranches follow our recent rating
actions on the underlying collateral, swap counterparty, bank
account provider, or guarantor. Under our criteria applicable to
transactions such as these, we would generally reflect changes to
the rating on the collateral, swap counterparty, bank account
provider, or guarantor in our rating on the tranche," S&P said.

             STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities. The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

         http://standardandpoorsdisclosure-17g7.com


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

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

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

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

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

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

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

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

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


                            *********

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

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

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

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


                            *********


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

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

Copyright 2012.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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                 * * * End of Transmission * * *