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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

           Friday, July 20, 2012, Vol. 13, No. 144

                            Headlines



B E L A R U S

* BELARUS: S&P Raises Short-term Sovereign Credit Ratings to 'B'


B E L G I U M

REMEDENT INC: PKF Raises Going Concern Doubt


C Y P R U S

CYPRUS POPULAR: Fitch Upgrades Viability Rating to 'cc'


D E N M A R K

TORM A/S: Nears Deal with Creditors, Berlingske Says


F R A N C E

EMC VI: Fitch Downgrades Ratings on Two Note Classes to 'Csf'
FCT ERIDAN: Fitch Affirms 'BB+sf' Rating on EUR76.7MM Cl. B Notes


G E R M A N Y

IHR PLATZ: MHT Retail Group to Buy 109 Stores
NECKERMANN: To Seek Bankruptcy Protection From Creditors
NURBURGRING: May Declare Bankruptcy Next Week on Liquidity Woes
Q-CELLS SE: Posts EUR6.7 Million Loss in Second Quarter 2012
SCHLECKER: Prosecutors Conduct Searches in Bankruptcy Probe


I T A L Y

TAURUS CMBS NO. 2: S&P Affirms 'BB' Ratings on Two Note Classes


K A Z A K H S T A N

AMANAT INSURANCE: Fitch Lifts IFS Rating to 'B'; Outlook Stable
HSBC BANK: S&P Assesses 'bb' Stand-alone Credit Profile
KAZINVESTBANK: S&P Affirms 'B-/C' Counterparty Credit Ratings
NOMAD INSURANCE: Fitch Upgrades IFS Rating to 'B'; Outlook Stable


L A T V I A

* CITY OF RIGA: S&P Affirms 'BB+/B' Issuer Credit Ratings


L U X E M B O U R G

ALZETTE EUROPEAN: S&P Raises Ratings on 3 Note Classes to 'B+'
BANQUE INTERNATIONALE: Fitch Keeps 'CCC' Hybrid Securities Rating
PICARD BONDCO: Fitch Affirms 'B+' Long-Term Issuer Default Rating


N E T H E R L A N D S

ARDAGH PACKAGING: S&P Puts 'B+' Corp. Credit Rating on Watch Neg.
CELF LOAN: S&P Raises Rating on Class D Fixed-Rate Notes to 'B+'
E-MAC NL: Fitch Confirms 'Bsf' Ratings on Two Note Classes
HEAD NV: S&P Withdraws 'B-' Long-Term Corporate Credit Rating
SNS BANK: Fitch Puts 'B+' Rating on Hybrid Tier 1 Secs. on RWN


N O R W A Y

STOREBRAND LIVSFORSIKRING: Moody's Rates Sub. MTN Debt '(P)Ba1'


P O L A N D

POLIMEX-MOSTOSTAL: Debt Standstill Talks with Creditors Ongoing
* POLAND: Ready to Help Builders if Banks Share Loss Burden


P O R T U G A L

CAIXA GERAL: Fitch Upgrades Viability Rating to 'BB-'


R U S S I A

FREIGHT ONE: Fitch Affirms Long-Term 'BB+' IDRs; Outlook Negative
MDM BANK: Fitch Cuts Long-Term Issuer Default Rating to 'BB-'


S P A I N

FONCAIXA FTPYME 2: S&P Affirms 'D' Rating on Class D Notes
PYMES SANTANDER 3: S&P Assigns 'CC' Rating to Class C Notes
UNION FENOSA: Fitch Maintains RWN on BB+ Subordinated Debt Rating
* SPAIN: Raises Just Under EUR3 Billion in Bond Auction


U K R A I N E

BANK KHRESCHATYK: Fitch Affirms LT IDR at 'B-'; Outlook Negative
* CITY OF LVIV: S&P Affirms 'CCC+' Issuer Credit Rating


U N I T E D   K I N G D O M

ECO-ACTIF SERVICES: Inability to Secure Loan Prompts Liquidation
EUROCASTLE II: Fitch Cuts Ratings on Two Note Tranches to 'C'
GREENSADS UK: Fitch Affirms 'B' Long-Term IDR; Outlook Negative
ROYAL BANK: Fitch Affirms 'BB+' Rating on Subordinated Debt
HYDROPONIC MUSIC: Titanic Lockdown Cancellation Spurs Liquidation

WOW FESTIVALS: In Liquidation as WOWfest Festival Cancelled


X X X X X X X X

* BOOK REVIEW: The Health Care Marketplace


                            *********


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B E L A R U S
=============


* BELARUS: S&P Raises Short-term Sovereign Credit Ratings to 'B'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its short-term foreign
and local currency sovereign credit ratings on the Republic of
Belarus to 'B' from 'C'. "We also affirmed our 'B-' long-term
foreign and local currency sovereign credit ratings on Belarus.
The outlook is stable," S&P said.

"The raising of the short-term ratings reflects the revision of
our criteria regarding the link between long-term and short-term
sovereign credit ratings. According to our revised criteria, the
short-term rating on a sovereign government is derived directly
and solely from the long-term rating. As a result, the raising of
the short-term ratings does not reflect an improvement in
Belarus' short-term creditworthiness," S&P said.

"The ratings on Belarus are constrained by political risks, high
government financing needs, a reliance on external funding, and
the government's reluctance to introduce much-needed structural
reforms to improve the country's competitiveness and growth
prospects. The ratings are supported by Belarus' relatively high,
albeit declining, GDP per capita for the rating level; moderate
general government deficits; substantial industrial capital
stock; and highly educated workforce. These factors provide the
potential for a relatively rapid improvement in productivity
should the government pursue structural reforms to enhance
efficiency in state-owned enterprises and support private sector
growth," S&P said.

"In our view, improvements in external liquidity, and successful
stabilization efforts, have significantly reduced the likelihood
that we would lower the ratings on Belarus over the next 12
months. However, we could lower the ratings if renewed
expansionary policies were to lead to a return of exchange rate
and inflationary pressures. We could also lower the ratings if
external liquidity, or the availability of external funding, were
to significantly deteriorate again (as they did in late 2010 and
the first half of 2011)," S&P said.

"Government policy leading to a sustained improvement in
competitiveness, a diversification of funding sources, and
increased availability of foreign exchange could in our opinion
eventually support an upgrade. We could also consider raising the
ratings if we see an improvement in external balances indicated
by lower external financing needs, lower external debt, and
improved current account balances," S&P said.



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B E L G I U M
=============


REMEDENT INC: PKF Raises Going Concern Doubt
--------------------------------------------
Remedent, Inc., filed on July 16, 2012, its annual report on Form
10-K for the fiscal year ended March 31, 2012.

PKF bedrijfsrevisoren CVBA, in Brussels, Belgium, expressed
substantial doubt about Remedent's ability to continue as a going
concern.  The independent auditors noted that at March 31, 2012,
the financial situation of the Company has been affected by the
losses carried forward and the increased pressure on the
operating cash flows.  "This going concern assumption is
appropriate on the condition that sufficient funding will be
realized to support the Company's operations."

The Company reported net income of US$1.30 million on US$9.69
million of net sales for fiscal 2012, compared with a net loss of
US$840,029 on US$12.58 million of net sales for fiscal 2011.

The Company's balance sheet at March 31, 2012, showed
US$6.97 million in total assets, US$5.06 million in total
liabilities, and stockholders equity of US$1.91 million.

A copy of the Form 10-K is available for free at:

                       http://is.gd/2DrfOh

Remedent, Inc., specializes in the research, development and
manufacturing and the marketing of oral care and cosmetic dental
products.  The Company serves the professional dental industry
with breakthrough technology for dental veneers.  These products
are supported by a line of professional veneer whitening and
tooth sensitivity solutions. Headquartered in Belgium, Remedent
distributes its products to more than 55 countries in the
worldwide.

The Company was originally incorporated under the laws of Arizona
in September 1996 under the name Remedent USA, Inc.  In
October 1998, the Company ws acquired by Resort World
Enterprises, Inc., a Nevada corporation in a share exchange, and
the Company immediately changed its name to Remedent USA, Inc.,
and later to Remedent, Inc.



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C Y P R U S
===========


CYPRUS POPULAR: Fitch Upgrades Viability Rating to 'cc'
-------------------------------------------------------
Fitch Ratings has upgraded Cyprus Popular Bank's (CPB) Viability
Rating (VR) to 'cc' from 'f' following the completion of the
government recapitalisation.  CPB's support-driven Issuer Default
Ratings are unaffected.

Fitch has upgraded CPB's VR as a result of the partial
restoration of its capital base through a EUR1.8 billion capital
injection by the Cypriot government, which has now become the
major shareholder with 84% stake.

However, CPB's Q112 pro-forma core capital ratio, adjusted for
capital actions completed by June 30, 2012 (including the state
capital injection) remains temporarily below the 9% minimum
required by the European Banking Authority (EBA) at 7.9% as per
Fitch's estimates.  As a result, CPB will need further capital
injections. These are likely to come from international
authorities.

The EBA stated on July 11 that it has received reassurance that
Cypriot banks will comply with the EBA Recommendation as a result
of the government's decision to request the support of the EFSF.
The EBA also notes that it is possible that additional capital
needs will be required after assessment by the relevant EU
authorities and the IMF in the framework of the assistance
program.

Despite CPB's improved capitalization, in Fitch's view, the VR
continues to reflect capital needs and sensitivity to
developments in Greece and to the economic downturn in Cyprus,
which could lead to further asset quality and profitability
pressures.  The latter would ultimately increase pressure on its
capital.  Also, the continued closure of wholesale markets for
funding is likely to make a reduction in central bank funding
difficult.

CPB remains highly exposed to the economic downturn in Greece.
Greek loans represented 49% of end-Q112 gross loans (including
international shipping loans booked in Greece), while the
carrying value of Greek government bonds stood at EUR360m at this
date.

Sustained high loan impairments charges led to operating losses
in Q112.  It will prove challenging for CPB to return to profit
in 2012 due to continued asset quality deterioration and subdued
business activity.

The bank is also constrained by the closure of wholesale markets
for funding, meaning it is unable to reduce its very high
reliance on central bank funding (about 25% of total assets at
end-Q112).  More positively, group deposits have remained stable
since end-2011.  However, these will need to increase or loans to
decline to balance its relatively high loans/deposits ratio of
131% at end-Q112.

CPB's larger than domestic peers' exposure to Greek risks and
increasing loan quality concerns in Cyprus are likely to result
in asset quality deterioration.  The bank's impaired loan ratio
worsened to 16% at end-Q112 from 13.9% at end-2011.

The ratings actions are as follows:

CPB

  -- Long-term IDR: unaffected at 'BB'; Outlook Negative
  -- Short-term IDR: unaffected at 'B'
  -- Viability Rating: upgraded to 'cc' from 'f'
  -- Support Rating: unaffected at '3';
  -- Support Rating Floor: unaffected at 'BB'
  -- Senior notes: unaffected at 'BB'



=============
D E N M A R K
=============


TORM A/S: Nears Deal with Creditors, Berlingske Says
----------------------------------------------------
Frances Schwartzkopff at Bloomberg News reports that Torm A/S may
be close to reaching a deal with its creditors.

According to Bloomberg, Berlingske reported that the company
struck an arrangement at the beginning of the week.

                       Going Concern Doubt

As reported by the Troubled Company Reporter-Europe on July 19,
2012, Deloitte Statsautoriseret Revisionspartnerselskab, in
Copenhagen, Denmark, expressed substantial doubt about TORM A/S's
ability to continue as a going concern, following the Company's
results for the fiscal year ended Dec. 31, 2011.  The independent
auditors noted that the Company's current financial position and
continuing low freight rates raise substantial doubt about its
ability to continue as a going concern.

The Company reported a net loss of US$453.01 million on
US$1.305 billion of revenue for 2011, compared with a net loss of
US$135.26 million on US$856.08 million of revenue for 2010.

"Operating loss increased by US$309 million to a loss of
US$389 million in 2011 as compared to a loss of US$80 million in
2010."

The Company's balance sheet at Dec. 31, 2011, showed
US$2.779 billion in total assets, US$2.135 billion in total
liabilities, and stockholders' equity of US$643.8 million.

TORM A/S is a Danish shipping company founded in 1889 under the
Danish Companies Act that is engaged primarily in the ownership
and operation of product tankers and dry bulk carriers.



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F R A N C E
===========


EMC VI: Fitch Downgrades Ratings on Two Note Classes to 'Csf'
-------------------------------------------------------------
Fitch Ratings has taken the following rating actions on EMC VI -
Europrop:

  -- EUR330m class A (XS0301901657) downgraded to 'BBBsf' from
     'Asf'; Outlook Negative
  -- EUR30m class B (XS0301902622) downgraded to 'BBsf' from
     'BBBsf'; Outlook Negative
  -- EUR35m class C (XS0301903356) affirmed at 'Bsf'; Outlook
     Negative
  -- EUR30m class D (XS0301903513) affirmed at 'CCCsf'; Recovery
     Estimate (RE) 50%
  -- EUR4m class E (XS0301903943) downgraded to 'Csf' from
     'CCsf'; RE0%
  -- EUR6.6m class E F (XS0301904248) downgraded to 'Csf' from
     'CCsf'; RE0%

The rating actions have primarily been driven by the high level
of exposure to loans in workout, with 15 (83% of the aggregate
loan balance) having either already matured or due within the
next 12 months.  Coupled with Fitch's estimated weighted average
loan-to-value ratio (LTV) being in excess of 100%, and the
limited credit enhancement to senior note classes, this provides
the basis for the downgrades and the Negative Outlooks.

The EUR103.4 million Sunrise II loan is the largest in the pool,
accounting for almost a quarter.  The loan was extended for 12
months in July 2011, and falls due in the next two days.  The
terms of the extension included a sell down target of EUR40
million of assets along with a cash sweep, with the aim of
bringing LTV below 75%.  However, no properties were sold, and
the reported LTV stands at 79.3% (based on a valuation dating
back to 2010).  Fitch estimates an LTV of 108%, which indicates
the risk of loss on this loan, whenever enforcement is commenced.

The Gutperie loan (EUR57.8 million), secured by two German
warehouses (one in Offenbach an der Quiech and the other in
Minden) is the second largest.  The Offenbach property is let
solely to Daimler AG ('A-/Stable/F2') with an option to break in
2017.  Rent from this strong tenant provides 76% of the income
securing the loan, for which Fitch estimates an A-note LTV of 79%
(and a whole LTV of 89%). Fitch considers this loan to be the
most likely to redeem by maturity in January 2013.

The EUR48.4 million Signac loan is secured by a five-storey
office building located in Gennevilliers, France.  The borrowers
filed for safeguard proceedings shortly before the loan was due
(July 2011).  The courts grant the borrowers protection from
creditors, imposing a loan extension until 2015.  However, the
arrangement includes EUR3 million in partial repayment as well as
staggered margin step ups over the new term.  With a weighted
average lease term of 2.5 years and a weakening income stream,
Fitch is doubtful whether this plan will bring down the LTV from
its elevated level, estimated by the agency to be well in excess
of 100%.  This loan is also the subject of a dispute between the
loan seller and the special servicer over whether it invalidates
a number of warranties related to the sale.

Unlike most European CMBS transactions, which are structured to
strip out scheduled excess spread senior in the waterfall
(usually via a class X note), EMC VI includes principal
deficiency ledgers for each class.  One consequence of this is
that in respect of interest recoveries from defaulted loans,
senior bondholders' principal claims are prioritized to junior
interest claims.  However, the availability of excess spread
earned on performing loans will not be sufficient to avoid note
losses, as indicated by the rating actions.

EMC VI - Europrop is the securitization of commercial mortgage
loans originated by Citibank, N.A., London Branch and Citibank
International PLC.  Following a single redemption, the pool
consists of 17 loans with a current aggregate balance of EUR435.5
million, secured by 125 properties located throughout Germany and
France (with only one French Loan).


FCT ERIDAN: Fitch Affirms 'BB+sf' Rating on EUR76.7MM Cl. B Notes
-----------------------------------------------------------------
Fitch Ratings has affirmed FCT Eridan 2010-01's notes, as
follows:

  -- EUR433.6m Class A (ISIN FR0010979385): affirmed at 'AAAsf';
     Outlook Stable

  -- EUR76.7m Class B (ISIN FR0010979393): affirmed at 'BB+sf';
     Outlook Stable

The rating affirmations and Outlooks reflect the stable portfolio
performance.  Loans in arrears for more than 90 days represent
0.40% of the portfolio, up from 0.01% in September 2011.  The
portfolio remains granular, with the largest obligor representing
0.37% of the portfolio balance.

Fitch has applied a rating cap to the class B notes, in line with
its published criteria, 'Criteria for Rating Caps in Structured
Finance Transactions' published in August 2011.  Under the
sequential and accelerated amortization scenarios, the class B
notes could experience temporary interest shortfalls as allowed
by the transaction's documentation.  The transaction is currently
amortizing pro-rata according to its amortization triggers.

FCT Eridan 2010-01 (the issuer) is a static cash flow SME CLO
originated by BRED Banque Populaire ('A+'/Negative/'F1+').  At
closing, the issuer used the note proceeds to purchase a EUR950m
portfolio of secured and unsecured loans granted to French small
and medium enterprises and self-employed individuals.



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


IHR PLATZ: MHT Retail Group to Buy 109 Stores
---------------------------------------------
Mariajose Vera at Bloomberg News reports that Werner Schneider,
bankruptcy administrator of Ihr Platz, said Austria's MTH Retail
Group is to buy 109 of the company's stores.

According to Bloomberg, the stores affected are mid-sized, of
between 250-350 square meters.

Ihr Platz is a unit of Schlecker.



NECKERMANN: To Seek Bankruptcy Protection From Creditors
--------------------------------------------------------
The Associated Press reports that Neckermann says it is applying
for bankruptcy protection from creditors after failing to satisfy
its owner that cost-cutting plans would produce a viable
business.

Neckermann said the application was being filed Wednesday at a
court in Frankfurt, the AP relates.

The struggling company planned to cut 1,380 of its roughly 2,400
jobs in Germany in order to secure financing for the future, the
AP says.  Earlier Wednesday, it agreed with employee and union
representatives on a compromise that would have seen "limited"
payoffs and other aid for laid-off employees, the AP discloses.

But Neckermann said its owner decided the result wasn't
sustainable and refused to provide further financing, the AP
notes.  It said it would examine all options to keep the business
going, according to the AP.

Neckermann is a German mail-order company.


NURBURGRING: May Declare Bankruptcy Next Week on Liquidity Woes
---------------------------------------------------------------
Spiegel Online reports that with millions of euros in debts and
an inability to pay back its loans, the operator of Germany's
fabled Nurburgring racetrack, home to many of the country's
Formula One races, could declare bankruptcy next week.

On Wednesday, the state of Rhineland-Palatinate, which owns the
race track, said it would ask the operating company to file for
insolvency, and bankruptcy proceedings could begin as early as
next week, Spiegel Online relates.

The state's governor, Kurt Beck, is blaming the European
Commission for not approving a EUR13-million (US$16-million)
state aid package in time for a July 31 payment deadline, Spiegel
Online discloses.  The consequence, Mr. Beck, as cited by Spiegel
Online, said, "is a very high probability of an insolvency at the
end of the month because of insufficient liquidity."  After that,
orderly bankruptcy proceedings would follow, he said.  The state
aid envisioned for the track would require EU approval, Spiegel
Online notes.

According to Spiegel Online, Mr. Beck said the European
Commission, the European Union's executive body, had sent
positive signals in recent days that it might approve the aid,
but it has now apparently delayed a decision.  In recent years,
the EU has sought to put a halt to years of giving millions in
state aid for the failing race track complex, Spiegel Online
states.

The Nurburgring, Spiegel Online says, is facing bankruptcy
because its private operating company, Nrburgring GmbH, is no
longer able to pay the interest on a EUR330 million loan it was
provided by the ISB investment and structural bank, which belongs
to the state.  The company also hasn't been able to cover its
lease payments, according to Spiegel Online.  A report in the
Rhein-Zeitung newspaper states that the operating company has
debts of EUR413 million, including the ISB loan and EUR83 million
in other outstanding loans, Spiegel Online discloses. If the
track were to be sold, it could come at a loss of several hundred
million euros for taxpayers, Spiegel Online notes.

The race track has operated at a loss for years, frequently
requiring millions of euros in both direct and indirect state aid
to survive, Spiegel Online says.


Q-CELLS SE: Posts EUR6.7 Million Loss in Second Quarter 2012
------------------------------------------------------------
Stefan Nicola at Bloomberg News reports that Q-Cells SE, which
filed for insolvency in April, posted a quarterly loss.

Q-Cells said on Wednesday in a statement that the company lost
EUR6.7 million (US$8.2 million) before interest and taxes in the
second quarter, based on calculations from its insolvency
administrator, Bloomberg relates.  The administrator, Bloomberg
says, expects an EBIT loss of EUR42 million to EUR44 million this
quarter.

Profit margins have been squeezed after a glut of cells and
panels dragged down prices, and at least six German solar
companies filed for insolvency since December, Bloomberg notes.

Q-Cells, as cited by Bloomberg, said its creditors on Wednesday
approved the continuation of the company's business as two
restructuring alternatives are pursued.  One includes a sale of
almost the entire company, Bloomberg discloses.  The second
alternative would result in creditor ownership, Bloomberg states.

"The liquidation of the business of Q-Cells would only
potentially be undertaken if and to the extent that neither of
the above alternatives can be realized," Bloomberg quotes the
company as saying.

Q-Cells is a German solar-panel maker.


SCHLECKER: Prosecutors Conduct Searches in Bankruptcy Probe
-----------------------------------------------------------
Xinhua reports that German prosecutors have searched some 20
places as part of investigation into the bankruptcy of Schlecker
drug store chain.

"Under suspicion of embezzlement and delaying insolvency
proceedings connected to the Schlecker group, investigators have
searched 18 flats and four business premises in a number of
regional states," Xinhua quotes a joint statement by prosecutors
in Stuttgart and police in Baden-Wuerttemberg as saying.

The action involved nine prosecutors in Stuttgart and 160 police
officers in Baden-Wuerttemberg, Xinhua discloses.

Schlecker was forced to close down last month, causing a total of
25,000 job losses, after it had closed nearly 3,000 stores and
laid off more than 12,000 employees when it filed for bankruptcy
protection in January, Xinhua recounts.

Schlecker is a German drugstore chain.



=========
I T A L Y
=========


TAURUS CMBS NO. 2: S&P Affirms 'BB' Ratings on Two Note Classes
---------------------------------------------------------------
Standard & Poor's Rating Services affirmed its credit ratings on
all classes of notes in Taurus CMBS No. 2 S.r.l.

"The rating actions follow our review of the transaction's
performance. This transaction closed in December 2005 and was
originally backed by four loans secured on 82 properties in
Italy. Three loans have repaid since closing and, following some
asset sales, 31 properties currently back the sole outstanding
loan (the Alts Berenice loan)," S&P said.

                       THE ATLS BERENICE LOAN

"The securitized loan forms one third of a syndicated loan
facility, which totaled EUR450 million at closing, with a EUR40
million capital expenditure facility. The securitized loan has
decreased to EUR91.71 million from EUR150.00 million at closing.
The capital expenditure facility has been drawn by EUR2.22
million, leaving the undrawn amount of EUR10.68 million," S&P
said.

"We have affirmed our ratings on all classes of notes due to the
stable performance of the real estate portfolio and the
transaction's credit metrics. Asset sales have decreased the loan
balance since closing," S&P said.

"Capita Asset Services (Ireland) Ltd. (the servicer) reported in
its April 2012 quarterly surveillance report that the vacancy
rate increased to 21.3% in Q4 2011 from 18.5% in Q3 2011. This is
due to early lease terminations agreed during the quarter. Nearly
half of the vacant space is related to the asset in Ivrea," S&P
said.

"The annual rental income as of Dec. 31, 2011, was EUR27.20
million. The rental income has declined by EUR6.10 million since
July 31, 2011. The decline is mainly due to the termination, on
July 31, 2012, of two leases with the major tenant of two assets
in Rome. The total annual rental income from the two leases was
about EUR5.2 million. This is expected to be a temporary decline
in light of the tenants signing two new leases starting from Aug.
1, 2011 (for nine and six years) with a rent free period until
June 2012. The total annual rental income from the two new leases
is around EUR6.5 million," S&P said.

"On Dec. 31, 2011, a new valuation indicated that the total
market value of the entire portfolio was EUR518,370,000.
Following the updated valuation, the loan-to-value (LTV) ratio is
at 54.4%, including the drawn capital expenditure facility. This
is a slight increase from 52% at closing, against a covenant
level of 70%," S&P said.

"As a result of the partial prepayment of the Alts Berenice loan
(due to asset sales) and the full prepayment of the other three
original loans in the transaction, the weighted-average margin on
the notes is now greater than the weighted-average margin on the
loan. Combined with senior expenses payable, this has adversely
affected the amounts available to meet interest payments on the
class G notes," S&P said.

"The interest that would have been payable on the class G notes
was written off because of the note terms, under which this class
is only entitled to receive interest up to an amount available
from loan interest--provided that the shortfall is solely
attributable to prepayments. This structure is commonly known as
an available funds cap," S&P said.

          POTENTIAL EFFECTS OF PROPOSED CRITERIA CHANGES

"We have taken the rating actions based on our criteria for
rating European CMBS. However, these criteria are under review,"
S&P said.

"As highlighted in the Nov. 8 Advance Notice Of Proposed Criteria
Change, our review may result in changes to the methodology and
assumptions we use when rating European CMBS, and consequently,
it may affect both new and outstanding ratings on European CMBS
transactions," S&P said.

"On June 4, we published a request for comment (RFC) outlining
our proposed criteria changes for CMBS Global Property Evaluation
Methodology. The proposed criteria do not significantly change
Standard & Poor's longstanding approach to deriving property net
cash flow (S&P NCF) and value (S&P Value). We therefore
anticipate limited impact for European outstanding ratings when
the updated CMBS Global Property Evaluation Methodology criteria
are finalized," S&P said.

"However, because of its global scope, the proposed CMBS Global
Property Evaluation Methodology does not include certain market-
specific adjustments. An application of these criteria to
European Transactions will therefore be published when we release
our updated rating criteria," S&P said.

"Until such time that we adopt new criteria for rating European
CMBS, we will continue to rate and monitor these transactions
using our existing criteria," 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

RATINGS LIST

Taurus CMBS No. 2 S.r.l
EUR403.9 Million Commercial Mortgage-Backed Floating-Rate Notes

Class        Rating

Ratings Affirmed

A            A+ (sf)
B            A+ (sf)
C            A+ (sf)
D            A+ (sf)
E            A+ (sf)
F            BB (sf)
G            BB (sf)



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


AMANAT INSURANCE: Fitch Lifts IFS Rating to 'B'; Outlook Stable
---------------------------------------------------------------
Fitch Ratings has upgraded AMANAT Insurance (Kazakhstan)'s
(AMANAT) Insurer Financial Strength (IFS) rating to 'B' from 'B-'
and National IFS rating to 'BB(kaz)' from 'B+(kaz)'.  The
Outlooks are Stable.

The rating upgrade reflects the removal of regulatory risk
associated with statutory capital requirements in 2011, adequate,
albeit volatile, risk-adjusted capitalization and signs of
improvement in underwriting performance in 5M12.

Offsetting rating factors include the fact that AMANAT continues
to face operational challenges due to the forced restructuring
that commenced in 2009 following a change in ownership.  Fitch
however takes comfort from recent stability in the composition of
the management board.

The agency views negatively AMANAT's private ownership as the
dividend withdrawal in Q212 raises some concerns over the
company's capital management policy.

The investment portfolio of AMANAT is of weak credit quality,
with substantial holdings of sub-investment-grade debt, a common
feature for the insurance market in Kazakhstan.  The level of
diversification is also low with a significant proportion of
assets being concentrated in Kazakh banking groups.  However, the
liquidity profile of these investments is satisfactory.

Fitch's calculated risk-adjusted capital adequacy indicates that
AMANAT was well capitalized both at end-2011 and end-5M12.
However, the agency notes that capitalization was volatile in the
course of 2011 and that additional capital injections may be
necessary to support the growing business.

Fitch also notes the relative improvement in the combined ratio,
which, as assessed by Fitch, stood at 104.3% at end-5M12 versus
113.7% in 2011.  This decrease has been driven by an improved
loss ratio, which more than offset the deterioration in the
expense ratio.  This improvement could indicate that the adverse
experience in 2011 was one-off in nature, although Fitch believes
that additional evidence is needed before a definitive conclusion
can be reached in this respect.

The ratings could be upgraded if the new management team proves
its credibility and effectively enhances AMANAT's franchise
through profitable growth.  Conversely, failure to enhance
AMANAT's operating profile would be viewed negatively.

A deterioration of AMANAT's solvency margin to a level below
100%, in the absence of financial support from the shareholder as
well as a material decrease in the credit quality of AMANAT's
investments could also result in a downgrade.


HSBC BANK: S&P Assesses 'bb' Stand-alone Credit Profile
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB' long-term
counterparty credit rating and 'kzAA+' national scale rating on
HSBC Bank Kazakhstan JSC. "At the same time, we raised the short-
term counterparty credit rating to 'A-2' from 'A-3'. The outlook
is stable," S&P said.

"The raising of the short-term rating reflects our view of the
bank's ample short-term liquidity, which largely covers
redemptions, including interbank loans, to be made in the next 12
months. The bank's liquidity is well managed, in our view, and
benefits from its group membership. Cash and cash equivalents
accounted for 44% of total assets on March 31, 2012, in line with
the group's conservative liquidity policies and above the level
typically exhibited by other Kazakh banks," S&P said.

"The 'BBB' long-term rating on the bank incorporates three
notches of uplift from its parent, U.K.-based HSBC Bank PLC. We
consider HSBC Kazakhstan to be a strategically important
subsidiary of the HSBC group," S&P said.

"Our ratings on HSBC Bank Kazakhstan reflect its anchor of 'bb-',
as well as its 'adequate' business position, 'adequate' capital
and earnings, 'strong' risk position, 'above average' funding,
and 'adequate' liquidity, as our criteria define these terms. The
stand-alone credit profile (SACP) is 'bb'," S&P said.

"The stable outlook on HSBC Bank Kazakhstan reflects our view
that the bank will continue its focused growth without changing
its risk appetite, and our expectation that it will remain
strategically important to its parent," S&P said.

"We could raise the long-term ratings on HSBC Bank Kazakhstan if
we consider that its financial profile has improved, for example,
if the bank demonstrates a forecast Standard & Poor's risk-
adjusted capital (RAC) ratio before diversification above 10%
through capital increases or higher profitability. We could
consider a positive rating action if new management is able to
further enhance its already well-established competitive position
as the reference bank for local blue-chips companies and mass
affluent clientele, which could lead us to revise our assessment
of the bank's business position to 'strong'," S&P said.

"We could lower the long-term ratings if the bank's strategic
importance to the group lessens, requiring a change in its group
status. The ratings could come under pressure from higher than
expected growth or poor profitability, which could result in our
forecast RAC ratio falling to below 5%, or from a poorly managed
growth strategy and subsequent significant deterioration in asset
quality," S&P said.


KAZINVESTBANK: S&P Affirms 'B-/C' Counterparty Credit Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Kazakhstan-based KazInvestBank to stable from negative. The 'B-'
long-term and 'C' short-term counterparty credit ratings and
'kzBB-' Kazakhstan national scale rating were affirmed.

"The outlook revision reflects our view that a capital increase
by the shareholders has strengthened the bank's capital base,
which should allow the bank to maintain its competitive position
through lending expansion. Also, we consider the recent
appointment of a new CEO to be a positive development because it
removes uncertainties about the bank's strategic direction and
paves the way for new business growth," S&P said.

"The ratings on KazInvestBank continue to reflect the 'bb-'
anchor for commercial banks in Kazakhstan, as well as the bank's
'weak' business position, 'moderate' capital and earnings,
'moderate' risk position, 'average' funding, and 'adequate'
liquidity, as our criteria define these terms. KazInvestBank's
stand-alone credit profile is 'b-'," S&P said.

"The stable outlook reflects our view that KazInvestBank's
financial profile, notably its capital position and liquidity,
should remain stable over the next two years," S&P said.

"We anticipate that the bank's weak profitability will gradually
improve because of the bank's efforts to improve operational
efficiency and increase its corporate loan book by 20%-25% in the
near term. We note that strengthening of the management team and
development of a strategic direction will likely have a positive
effect on the bank," S&P said.

"We could lower the ratings if KazInvestBank's asset quality
trends worsened and once again put pressure on the bank's capital
base. A negative rating action could also arise from a
deterioration of the liquidity position," S&P said.

"Although unlikely in the near term, we could take a positive
rating action if we saw a sustainable improvement in the bank's
competitive position, a significant improvement in portfolio
quality, or a sharp increase in profitability that strengthened
capitalization," S&P said.


NOMAD INSURANCE: Fitch Upgrades IFS Rating to 'B'; Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has upgraded JBC Insurance Company NOMAD Insurance
(Kazakhstan)'s (NOMAD) Insurer Financial Strength (IFS) rating to
'B' from 'B-' and National IFS rating to 'BB+(kaz)' from 'BB-
(kaz)'.  The Outlooks are Stable.

The upgrades reflect NOMAD's good track record of profitability,
adequate risk-adjusted capitalization and good market position in
the Kazakh insurance market.

NOMAD has historically reported positive underwriting
profitability with the average combined ratio at 62.6% in 2006-
2011 and the loss ratio averaging 17.4% in the same period.
Fitch expects NOMAD will continue to underwrite profitable
business in a context of high premium growth.

Offsetting these positive rating factors, individual large
accounts have represented a significant part of NOMAD's income
and profits since 2009, and Fitch expects this to continue. Large
accounts have tended to produce earnings of moderate quality and
expose the company to concentration risk.  In Fitch's view, this
risk is detrimental to NOMAD's overall credit quality.

NOMAD's regular insurance portfolio is concentrated in compulsory
motor third-party liability (MTPL; 43% of GWP in 5M12).  This
exposure could negatively impact NOMAD if compulsory MTPL tariffs
are liberalized or adjusted from their current high level.

NOMAD's quality of investments is relatively poor, with
significant holdings of sub-investment-grade debt, albeit this is
a common feature for insurers in Kazakhstan.  The level of
diversification is also low with 59.3% of assets concentrated
with Kazakh banking groups.  However, the liquidity profile of
these investments is satisfactory.

Fitch's calculated risk-adjusted capital indicates that NOMAD is
adequately capitalized for its rating level.  However, the agency
notes the deterioration of capitalization in 2011, as a result of
rapid business growth and dividends paid.  Nonetheless, the
agency expects the solvency margin will remain above the minimum
regulatory threshold of 100% in 2012 (May 2012: 172%), despite
the strong growth NOMAD intends to achieve.

Fitch believes NOMAD's private ownership is negative for the
ratings.  This follows the significant dividends paid by the
company in 2011 and 5M12 as well as uncertainty over the extent
to which NOMAD's shareholder will have to support the growth of a
recently acquired life insurance company.

Triggers for a downgrade would include a material deterioration
of NOMAD's risk-adjusted capital or a fall in the statutory
solvency margin below 100%, any indication that the shareholder
is not willing or able to support NOMAD or a material
deterioration in the credit quality of NOMAD's investments.

The ratings could be upgraded if NOMAD becomes less dependent on
MTPL and reduces the credit risk that it is exposed to through
various fronting agreements. If NOMAD proves its ability to
sustainably grow the business without external support from its
shareholder, the ratings could also be upgraded.



===========
L A T V I A
===========


* CITY OF RIGA: S&P Affirms 'BB+/B' Issuer Credit Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services revised to positive from
stable its outlook on the Latvian capital, the City of Riga. "At
the same time, we affirmed the 'BB+/B' issuer credit ratings on
the city," S&P said.

"The ratings on Riga are constrained, in our view, by the
consolidated and uneven Latvian institutional framework, which
limits the city's budgetary flexibility, its declining
demographic profile, and high debt burden. The ratings are
supported by our expectation that Latvia's economy will recover
in 2012-2014 after the very severe economic recession it suffered
in 2009 and 2010. The city management's track record of
structural budgetary consolidation measures and Riga's positive
liquidity also support the ratings," S&P said.

"Riga's wealth is average, compared with its international peers,
in our view. We estimate that its GDP per capita was about
$19,000 in 2011, but it faces increasing pressure because while
its population is shrinking, the proportion of its inhabitants
who are elderly is increasing," S&P said.

"We forecast that Latvia's economy will grow by 3%-4% in the
medium term. We expect Riga to benefit from this rebound given
its status as the country's economic engine. It generates an
estimated 54% of total GDP and 33% of Latvia's employment.
Economic growth
may bring a solid rebound in Riga's revenues, in our view," S&P
said.

"The ratings on Riga factor in its very limited revenue
flexibility because under the Latvian intergovernmental system,
the city has no influence over 90% of revenues. Moreover, we
consider that Riga's ability to further cut its expenditures is
very limited at present, following heavy cuts in 2009 and 2010,"
S&P said.

"Despite institutional constraints, Riga's financial management
team has proven capable and willing to swiftly and drastically
adjust its budget in case of adverse economic conditions and
strong revenue decline, as observed in 2009 and 2010. The city's
financial performance was therefore strong in 2009-2011, with an
average operating surplus of 10% of operating revenues, and a
minor surplus after capital accounts. Despite this, in our base-
case scenario, we assume that spending, including interest
payments, will catch up and be adjusted upward, leading to a
weakening of the city's budgetary performance in 2012-2014.
Consequently, we expect Riga's operating balance to drop to an
average 7.0% of operating revenues in 2012-2014, and deficits
after capital accounts to average 6.7% of total revenues," S&P
said.

"According to our criteria, we view Riga's liquidity as
'positive,' based on its high cash holdings and what we view as
limited access to external liquidity," S&P said.

"At the end of March 2012, we estimated the city's consolidated
cash available had averaged about Latvian lat (LTL) 100 million
over the past 12 months. This excludes the city's deposits in
Latvijas Krajbanka (not rated) because we understand this amount
is currently frozen after the bank started bankruptcy proceedings
in February 2012. We expect the city to maintain a similar amount
of cash on its accounts in 2012-2013. Under our base-case
scenario, we anticipate that the city's available cash will
comfortably cover its debt service for the next 12 months, which
we assess at about LTL40 million. This amount includes the
redemption of principal and interest payments on the multistage
financing of the Southern Bridge construction project," S&P said.

"The positive outlook reflects our view that Latvia's economic
growth is projected to persist through 2012-2013 and may raise
the city's revenues. Combined with tight spending policies, this
may strengthen the city's budgetary performance and lower its
debt burden compared with the levels in our base-case scenario,"
S&P said.

"We could consider an upgrade within the next 12 months if, in
line with our upside scenario, Riga's budgetary performance
improves to an only slightly negative balance after capital
accounts over 2012-2014. As a consequence, the city's interest
payments could then slip below 5% of operating revenues, which
would alleviate the debt burden on the city," S&P said.

"We may revise the outlook back to stable within the next 12
months, if, in line with our base-case scenario, the city's
deficit after capital accounts gradually widens to 7% of total
revenues on average in 2012-2014. This would cause debt to
accumulate faster," S&P said.


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


ALZETTE EUROPEAN: S&P Raises Ratings on 3 Note Classes to 'B+'
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Alzette European CLO S.A.'s class A-1, A-2, A-3, A-4, B, C, D-1,
D-2, E-1, E-2, and E-3 notes.

"The rating actions follow our assessment of the transaction's
performance since our previous review of the transaction on May
28, 2010, under our 2009 cash flow criteria and 2012 counterparty
criteria. For our assessment, we have performed a credit analysis
using data from the latest trustee report dated May 30, 2012, and
performed a cash flow analysis, to determine the break-even
default rate for each rated class of notes," S&P said.

"From our credit analysis, we note that the portfolio's credit
quality has generally deteriorated. Although the proportion of
assets that we consider to be defaulted (rated 'CC', 'SD'
[selective default], or 'D') has decreased to 1.36% from 3.60% of
the pool, the proportion of assets that we consider to be rated
in the 'CCC' category ('CCC+', 'CCC', or 'CCC-') has increased to
12.35% from 8.88%," S&P said.

"However, the weighted-average spread earned on the collateral
pool has increased, as have credit enhancement levels for all
classes of notes. Additionally, the trustee report shows that the
transaction's par value test results for all classes of notes
have improved," S&P said.

"In our cash flow analysis, we have used the reported portfolio
balance, weighted-average spread, and weighted-average recovery
rates that we consider to be appropriate. We have incorporated
various cash flow stress scenarios, using alternative default
patterns, levels, and timings for each liability rating category
(i.e., 'AAA', 'AA', and 'BBB' ratings), in conjunction with
different interest rate stress scenarios," S&P said.

"Considering the results of our credit and cash flow analysis, we
consider that the credit enhancement levels available to the
class A-1, A-2, A-3, A-4, B, C, D-1, D-2, E-1, E-2, and E-3 notes
are now commensurate with higher rating levels than we previously
assigned. We have therefore raised our ratings on these classes
of notes," S&P said.

"We have applied our largest obligor default test--a supplemental
stress test introduced in our 2009 cash flow criteria.
Additionally, we have applied our largest industry default test--
another of our supplemental stress tests. None of our ratings in
this transaction are currently constrained by these tests," 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

RATINGS LIST

Class             Rating
           To             From

Alzette European CLO S.A.
EUR261.54 Million and US$80.58 Million Fixed- And Floating-Rate
Notes

Ratings Raised

A-1        AAA (sf)       A+ (sf)
A-2        AAA (sf)       A+ (sf)
A-3        AAA (sf)       A+ (sf)
A-4        AAA (sf)       A+ (sf)
B          AA+ (sf)       A (sf)
C          A (sf)         BBB- (sf)
D-1        BB- (sf)       B (sf)
D-2        BB- (sf)       B (sf)
E-1        B+ (sf)        CCC+ (sf)
E-2        B+ (sf)        CCC+ (sf)
E-3        B+ (sf)        CCC+ (sf)


BANQUE INTERNATIONALE: Fitch Keeps 'CCC' Hybrid Securities Rating
-----------------------------------------------------------------
Fitch Ratings has downgraded Banque Internationale a Luxembourg's
(BIL) Long-term Issuer Default Rating (IDR) to 'A-' from 'A+' and
removed it from Rating Watch Negative (RWN).  The Outlook is
Stable.  The agency has also revised BIL's Support Rating Floor
to 'A-' from 'A+' and removed it from RWN.

BIL's Long- and Short-term IDRs, Support Rating and Support
Rating Floor reflect Fitch's view that there would be an
extremely high probability of support from the state of
Luxembourg ('AAA'/Stable) if required.  This view takes into
account the bank's domestic systemic importance as one of the
three largest retail banks in Luxembourg, Moreover, once the
planned sale by Dexia closes, the state of Luxembourg will become
a 10% owner of the bank, with Precision Capital holding the
remaining 90%.

The Short-term IDR has been downgraded to 'F1', the higher of the
two mapping options which link Short-term and Long-term IDRs
generally applied by Fitch.  This reflects the agency's belief
that potential additional support from the Luxembourg state is
more certain in the short term.

The agency no longer expects that the primary source of support
in case of need would come from Dexia. Precision Capital is a
Qatari investment group.  As Fitch does not rate Precision
Capital, neither its ability nor its willingness to support BIL
are factored into the ratings.

BIL's IDRs are sensitive to any change in the Luxembourg
authorities' ability (as defined by the rating of the Grand Duchy
of Luxembourg) or propensity to support BIL and any reduction
could be negative for BIL's IDRs.  There is clear intent in
developed markets to reduce state support for banks in the medium
term, and force shareholders and creditors, rather than
taxpayers, to take losses.  Fitch does not expect a change in the
willingness of the Luxembourg authorities to support banks in the
near term given the current market turbulence.

BIL's Viability Rating (VR) reflects a good retail funding base,
solid capital ratios, moderate risk profile, domestic geographic
concentration and satisfactory operating profitability.  BIL has
a good retail funding base in Luxembourg and is liability driven.
Customer deposits fund the bank's customer-loan portfolio and the
rest of the bank's assets are essentially match funded.  The VR
takes into account the expectation that the bank will
successfully reach its targeted Basel 3 Common Equity Tier 1
ratio of 9% (corresponding to Basel 2 Core Tier 1 ratio of 12%)
after being sold.

The VR is sensitive to capital ratios being below target in
future or any unexpected increase in the bank's risk profile
resulting from a change in strategic direction, following the
change of ownership.  The bank's capital ratios are now lower due
to the realized loss of EUR1.9 billion from the transfer of
assets to Dexia (largely related to the legacy portfolio
EUR1.7bn).  The VR would benefit from a track record in its new
scope as an independent bank, successful implementation of its
business plan and improvements in efficiency.

BIL will be only roughly half its size following the sale as
certain businesses will be carved out beforehand.  BIL's legacy
bond portfolio and asset management and investor services
businesses will remain with Dexia or be sold.  Once sold, BIL
will be active in private, retail and commercial banking with a
focus on Luxembourg and neighboring countries.  The quality of
the loan book remains good.  Loan impairment charges and impaired
loans will likely rise in 2012 given the weaker economy, but
should continue to be low as the bank concentrates on its low
risk domestic clients.

The rating of the hybrid securities reflects their non-
performance under Fitch's criteria 'Rating Bank Regulatory
Capital and Similar Securities'.  As BIL made a loss in 2011, it
has waived the quarterly coupons on these instruments until the
next annual results are approved and has written them down by
15%.  If the bank makes sufficient profits in future years it
must restore the nominal amount to its original value and
therefore reverse the write-down as per the conditions in the
prospectus.

The 'CCC' rating of the securities reflects Fitch's view that the
instruments are expected to return to performing status with only
moderate economic losses for investors being sustained once the
bank returns to profitability.  The rating is therefore sensitive
to any weakening of BIL's earnings outlook that might give rise
to the risk of a longer period of non-performance of the
securities.

The rating actions are as follows:

  -- Long-term IDR: downgraded to 'A-' from 'A+' removed from
     RWN; Stable Outlook
  -- Short-term IDR: downgraded to 'F1' from 'F1+' removed from
     RWN
  -- Support Rating: affirmed at '1'
  -- Support Rating Floor: revised to 'A-' from 'A+' removed from
     RWN
  -- Viability Rating: 'bbb' assigned
  -- Senior debt: downgraded to 'A-' from 'A+' removed from RWN
  -- Market linked notes: downgraded to 'A-(emr)' from 'A+(emr)'
     removed from RWN
  -- Subordinated debt: affirmed at 'BBB-' removed from RWN
  -- Hybrid securities: affirmed at 'CCC' removed from RWN


PICARD BONDCO: Fitch Affirms 'B+' Long-Term Issuer Default Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed Picard BondCo SA's Long-term Issuer
Default Rating (IDR) at 'B+' with a Stable Outlook.  The agency
has also upgraded Picard BondCo SA's senior notes' rating to 'B'
with a Recovery Rating of 'RR5' from 'B-' with a Recovery Rating
of 'RR6' while the Groupe SAS' senior secured bank debt rating
has been affirmed at 'BB' with a Recovery Rating of 'RR2'.

The upgrade of the senior notes' rating follows the senior
secured debt repayments completed in FY12.  According to the
payment waterfall, these repayments mechanically increase the
senior notes recovery prospects, now in the 'RR5' range of 10%-
31%.  As most of the borrowing group's assets are located in
France, the senior secured bank debt recovery rating is capped at
'RR2'.

The affirmation of the IDR is supported by Picard's strong
business profile.  The company has confirmed its leadership in
the French frozen food market, with FY12 like-for-like sales
growth of 3.3% in France in a context of rising competition and a
depressed economic environment.  The group's total revenue growth
of 6% was supported by continued focus on commercial initiatives
to foster traffic combined with network expansion.

Picard slightly increased its EBITDAR margin thanks to further
improvement in product supply terms due to the higher volumes
contracted.

Fitch views positively Picard's deleveraging process.  Cash flow
generation capacity together with asset sales proceeds allowed
EUR17.8m of senior secured debt repayments, resulting in FFO
adjusted leverage decreasing to 5.6x at FYE12 (FYE11: 6.7x).
Fitch also factors in the company's comfortable liquidity
cushion, reflected in approximately EUR150m cash on balance sheet
and the availability of a EUR50m RCF (to decrease to EUR30m from
September 2012).

Picard's IDR remains principally constrained by its still high
leverage.  However, Fitch believes that despite the expected
slow-down in revenue growth and increasing pressure on operating
margins due to a continuously difficult economic and competitive
environment, Picard will continue to generate enough free cash
flow to ensure adequate financial flexibility and allow a gradual
reduction in leverage.

Fitch's analysis also entails the recurring - although still
limited- cash outflow resulting from the Italian operations,
which have not yet reached EBITDA break-even point.  Furthermore
Fitch does not expect the new investments started in Sweden and
Belgium in FY12 to generate positive EBITDA and free cash flow
for several years, although they could strengthen the company's
business profile in the longer term provided Picard is successful
at adapting its business model abroad.

WHAT COULD TRIGGER A RATING ACTION
Positive: Future developments that may, individually or
collectively, lead to positive rating action include a sustained
deleveraging through debt repayment to a FFO adjusted gross
leverage falling permanently below 5.0x , FFO fixed charge cover
ratio above 2.5x along with increase in like-for-like sales,
EBITDA and cash generation.

Negative: Future developments that may, individually or
collectively, lead to negative rating action include negative
like-for-like sales growth and significant EBITDA margin erosion
combined with FFO adjusted gross leverage remaining above 6.0x at
FYE14.



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


ARDAGH PACKAGING: S&P Puts 'B+' Corp. Credit Rating on Watch Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' long-term
corporate credit rating on Luxembourg-based glass-container and
metal packaging manufacturer Ardagh Packaging Group Ltd. (Ardagh)
and related entities, Ardagh Packaging Holdings Ltd. and ARD
Finance S.A., on CreditWatch with negative implications.

"At the same time, we placed our 'BB-' issue ratings on the
group's senior secured debt instruments, and 'B-' issue ratings
on the group's senior debt instruments and subordinated payment-
in-kind (PIK) notes, on CreditWatch negative," S&P said.

"The CreditWatch placement follows Ardagh's announcement that it
has agreed to acquire U.S.-based glass container producer Anchor
Glass Container Corp. (Anchor Glass). Ardagh is planning to
finance the acquisition by raising US$920 million of senior
secured and senior notes," S&P said.

"The CreditWatch placement reflects our view that the acquisition
will weaken Ardagh's credit metrics such that they are no longer
commensurate with the rating. Ardagh's credit metrics are
currently weak, due to the company's high debt leverage. The
proposed issues are likely to slow the pace of deleveraging
further and thereby undermine any potential improvement in the
credit metrics. As of March 31, 2012, Ardagh's Standard & Poor's-
adjusted debt totaled almost EUR3.9 billion," S&P said.

"While we understand that Ardagh and Wayzata Partners have signed
a sale and purchase agreement, we note that the transaction will
have to pass certain regulatory checks before it is completed,"
S&P said.

"Our ratings on Ardagh and related entities Ardagh Packaging
Holdings Ltd. and ARD Finance S.A., reflect Ardagh's 'highly
leveraged' financial risk profile and 'satisfactory' business
risk profile, as our criteria define these terms," S&P said.

"In our view, the main rating constraints include Ardagh's
aggressive financial policy and highly leveraged capital
structure, its exposure to volatile input prices, and heavy
capital intensity (particularly in the glass sector)," S&P said.

"These weaknesses are tempered to some extent by Ardagh's leading
position as one of the largest glass and metal packaging
providers in Europe, with a primary focus on the relatively
stable food and beverage end markets," S&P said.

"In our view, the Anchor Glass acquisition will add further
support to Ardagh's 'satisfactory' business risk profile.
However, we see an upward revision of Ardagh's business risk
profile, which is already high among its peers, as unlikely over
the medium term," S&P said.

"The issue rating on the proposed US$700 million-equivalent
senior secured notes due 2017 to be issued by Ardagh Packaging
Finance and Ardagh MP Holdings USA is 'BB-'. The issue rating is
on CreditWatch negative. The recovery rating on these notes is
'2', indicating our expectation of substantial (70%-90%) recovery
in the event of a payment default, although we consider coverage
to be at the high end of the range," S&P said.

"The CreditWatch placement reflects the likelihood of us lowering
the issue rating on the US$700 million-equivalent senior secured
notes if the acquisition is successful. However, the issue rating
will remain one notch higher than the corporate credit rating
after the resolution of the CreditWatch thanks to the recovery
rating of '2'," S&P said.

"The issue rating on the proposed US$220 million senior notes due
2020 to be issued by Ardagh Packaging Finance and Ardagh MP
Holdings USA is 'B-'. The issue rating is on CreditWatch
negative. The recovery rating on these notes is '6', indicating
our expectation of negligible (0%-10%) recovery in the event of a
payment default," S&P said.

"The CreditWatch placement reflects the likelihood of us lowering
the issue rating on the proposed US$220 million senior notes if
the acquisition is successful. However, the issue rating will
remain two notches lower than the corporate credit rating after
the resolution of the CreditWatch, due to the recovery rating of
'6'," S&P said.

"The issue ratings on the existing EUR300 million senior secured
notes due 2016 and the EUR825 million, and US$510 million senior
secured notes due 2017 are 'BB-', one notch above the corporate
credit rating. The issue ratings on the senior secured notes are
on CreditWatch negative. The recovery rating on these notes is
'2', indicating our expectation of substantial (70%-90%) recovery
for senior secured lenders in the event of a payment default,
although we consider debt coverage to be at the high end of the
range," S&P said.

"The issue ratings on the senior notes and the subordinated notes
are 'B-', two notches below the corporate credit rating. The
senior and subordinated notes comprise the existing EUR310
million senior notes due 2017; the EUR180 million 8.75% senior
notes due 2020; the EUR475 million 9.25% senior notes due 2020;
the $450 million 9.125% senior notes due 2020; the US$260 million
9.125% senior notes due 2020; and the EUR185 million and US$345
million PIK notes due 2018. The issue ratings on the senior and
subordinated notes are on CreditWatch negative. The recovery
rating on these instruments is '6', indicating our expectation of
negligible (0%-10%) recovery for senior noteholders in the event
of a payment default," S&P said.

"We aim to resolve the CreditWatch placement on the successful
completion of the acquisition, or within 90 days. We will seek to
understand the operational implications of the transaction, as
well as the liquidity and funding of the consolidated group," S&P
said.

"We anticipate that, in the event of a successful acquisition, we
would lower our long-term corporate credit rating on Ardagh and
related entities, although likely by only one notch. At the same
time, we would lower our 'BB-' issue ratings on Ardagh's senior
secured debt instruments and 'B-' issue ratings on the group's
senior debt instruments and subordinated PIK notes, also likely
by
only one notch," S&P said.

"In contrast, we could remove the corporate credit and issue
ratings from CreditWatch if Ardagh does not complete the Anchor
Glass acquisition. However, we could then assign a negative
outlook to Ardagh to reflect the company's steadily very high
leverage and lower-than-anticipated deleveraging prospects on the
back of a persistently aggressive financial policy. Conversely,
we could assign a stable outlook if the group were to deleverage
and improve its credit measures in line with those we consider
commensurate with a 'B+' rating. This could occur if Ardagh uses
an IPO to reduce debt," S&P said.


CELF LOAN: S&P Raises Rating on Class D Fixed-Rate Notes to 'B+'
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit rating on
CELF Loan Partners B.V.'s class D notes. "At the same time, we
have affirmed our ratings on the class A, B, C-1, and C-2 notes,"
S&P said.

"The rating actions follow our credit and cash flow analysis of
the transaction since our previous review on Dec. 6, 2010," S&P
said.

RATING DETAILS
                                 Notional
                        Current     as of             OC as of
      Rating   Rating  notional  Dec.2010     Current Dec.2010
      to       from     (m.EUR)   (m.EUR) DEF  OC (%)      (%)
A     AA+(sf)  AA+(sf)   253.23    268.53   N   34.51    33.02
B     A+(sf)   A+(sf)     54.00     54.00   N   20.55    19.55
C-1   BB+(sf)  BB+(sf)    30.50     30.50   Y   10.07     9.45
C-2   BB+(sf)  BB+(sf)    10.00     10.00   Y   10.07     9.45
D     B+(sf)   B-(sf)     16.00     16.00   Y    5.93     5.46
E-1   NR       NR         50.00     50.00   Y    0.00     0.00
E-2a  NR       NR          5.53      5.53   Y    0.00     0.00
E-2b  NR       NR          0.47      0.47   Y    0.00     0.00

NR-Not rated.
DEF-Deferrable interest.
NA-Not applicable.
OC-Overcollateralization = (performing assets balance + cash
   balance + recovery on defaulted assets - tranche balance
   [including tranche balance of all senior tranches]) /
   (performing assets balance + cash balance + recovery on
   defaulted obligations).

"We subjected the rated notes to various cash flow scenarios
incorporating different default patterns, as well as interest
rate curves, to determine each tranche's break-even default rate
at each rating level," S&P said.

KEY MODEL ASSUMPTIONS
                                                As of
                                   Current  Dec. 2010
Collateral balance (mil. EUR)       386.67     400.90
Weighted-average spread (%)           3.67       3.18
'AAA' WARR (%)                          42         39
'AA' WARR (%)                           47         45
'A' WARR (%)                            51         49
'BBB' WARR (%)                          55         53
'BB' WARR (%)                           65         61
'B'/'CCC' WARR (%)                      69         65

Collateral balance = performing assets balance + cash balance
                   + recovery on defaulted assets.
WARR - Weighted-average recovery rate.

"Credit Suisse International (A+/Negative/A-1) and JPMorgan Chase
Bank, N.A. (A+/Negative/A-1) currently provide currency hedging
to an aggregate of EUR41.46 million in non-euro-denominated
assets. According to our cash flow analysis, the exposure to
these counterparties is sufficiently limited that the failure of
either counterparty to perform will not affect our rating on the
class A
notes. Therefore, we have affirmed our 'AA+ (sf)' rating on the
class A notes," S&P said.

"Our credit and cash flow analysis indicates that the credit
enhancement available to the class B, C-1, and C-2 notes, remains
commensurate with our current ratings on these classes of notes,
and we have affirmed them accordingly," S&P said.

"We have also applied the largest obligor default test, a
supplemental stress test that we introduced as part of our
September 2009 criteria update. The test aims to measure the
effect on ratings of defaults of a specified number of largest
obligors in the portfolio with particular ratings, assuming 5%
recoveries. In addition, we applied the largest industry default
test, another of our supplemental stress tests," S&P said.

"At our December 2010 review, our rating on the class D notes was
constrained at 'B- (sf)' by the application of the largest
obligor default test. The application of the largest obligor
default test  shows that the rating on the class D notes is
capped at 'B+ (sf)'. Therefore, we have raised our rating on the
class D notes to 'B+ (sf)' from 'B- (sf)'," S&P said.

CELF Loan Partners is a cash flow collateralized loan obligation
(CLO) transaction that closed in April 2005. The portfolio of
loans to primarily speculative-grade European corporate firms is
managed by CELF Investment Advisors Ltd.

          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

RATINGS LIST

Class            Rating
            To             From

CELF Loan Partners B.V.
EUR450 Million Floating- And Fixed-Rate Notes

Rating Raised

D           B+ (sf)        B- (sf)

Ratings Affirmed

A           AA+ (sf)
B           A+ (sf)
C-1         BB+ (sf)
C-2         BB+ (sf)


E-MAC NL: Fitch Confirms 'Bsf' Ratings on Two Note Classes
----------------------------------------------------------
Fitch Ratings has confirmed three E-MAC NL transactions' ratings:
E-MAC NL 2004-II B.V. (E-MAC NL 2004-II), E-MAC NL 2005-I B.V.
(E-MAC NL 2005-I), and E-MAC Program II B.V. Compartment NL 2008-
IV (E-MAC NL 2008-IV), ahead of the put option in July 2012.

The transactions' noteholders hold a put option to have their
notes redeemed upon exercising their rights on and after the
first put dates.  The agency understands that the Mortgage
Payment Transactions (MPT) provider (CMIS Nederland B.V.) for E-
MAC NL 2004-II, E-MAC NL 2005-I and servicing advance
optionholder (RBS plc) for E-MAC NL 2008-IV will not grant
servicing advances to the issuers, which are required in order to
redeem the notes.  Fitch also highlights that none of the issuers
have engaged any third party who would be willing to purchase the
mortgage portfolios.  As a result, none of the notes will be
redeemed and the transactions will continue to operate as before,
with the addition of the extension margins, which rank
subordinate to the reserve fund in the priority of payments.

E-MAC NL 2005-I will reach its first put option date on the 25th
July.  For E-MAC NL 2004-II and E-MAC NL 2008-IV, the agency has
observed that the excess revenue generated by the mortgage
portfolio remains insufficient to cover the payments due on the
extension margins and the interest deficiency ledgers in these
transactions are gradually building up.  In Fitch's opinion,
failure to pay the extension margin would not constitute an event
of default.  Fitch's rating does not address the payment of the
extension margin.

Fitch understands that the trustee for E-MAC NL 2004-II held
noteholders meetings in June 2012 to vote on several
extraordinary resolutions.  The meetings concluded to reduce the
frequency of auctioning the mortgage receivables and put dates
but did not adopt to amend the event of default definition.
Noteholders also adopted to initiate legal proceedings against
the MPT provider.  The agency believes the legal proceedings may
have an effect on the transactions in the future as the related
fees are normally ranked senior in the waterfall.

The rating actions are as follows:

E-MAC NL 2004-II

  -- Class A (ISIN XS0207208165): confirmed at 'AAAsf'; Outlook
     Stable
  -- Class B (ISIN XS0207209569): confirmed at 'A+sf'; Outlook
     Stable
  -- Class C (ISIN XS0207210906): confirmed at 'BBB+sf'; Outlook
     Stable
  -- Class D (ISIN XS0207211037): confirmed at 'BBBsf'; Outlook
     Negative
  -- Class E (ISIN XS0207264077): confirmed at 'Bsf'; Outlook
     Negative

E-MAC NL 2005-I

  -- Class A (ISIN XS0216513118): confirmed at 'AAAsf'; Outlook
     Stable
  -- Class B (ISIN XS0216513548): confirmed at 'Asf'; Outlook
     Stable
  -- Class C (ISIN XS0216513977): confirmed at 'BBB+sf'; Outlook
     Stable
  -- Class D (ISIN XS0216514199): confirmed at 'BBBsf'; Outlook
     Negative
  -- Class E (ISIN XS0216707314): confirmed at 'Bsf'; Outlook
     Negative

E-MAC NL 2008-IV

  -- Class A (ISIN XS0355816264): confirmed at 'AAAsf'; Outlook
     Stable
  -- Class B (ISIN XS0355816421): confirmed at 'AAsf'; Outlook
     Stable
  -- Class C (ISIN XS0355816694): confirmed at 'Asf'; Outlook
     Stable
  -- Class D (ISIN XS0355816934): confirmed at 'BBsf'; Outlook
     Negative


HEAD NV: S&P Withdraws 'B-' Long-Term Corporate Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' long-term
corporate credit rating on The Netherlands-incorporated, Austria-
based sports equipment manufacturer Head N.V. (Head). "We also
affirmed our 'CCC+' rating on the company's EUR27.4 million
senior unsecured notes due 2014, issued by Head's subsidiary HTM
Sport GmbH. We then withdrew the ratings at the issuer's request.
At the time of the withdrawal, the outlook was stable," S&P said.

"At the time of the withdrawal, the rating on Head reflected our
assessment of the company's 'highly leveraged' financial risk
profile and 'vulnerable' business risk profile. We saw the
business risk profile as constrained by the company's exposure to
a highly seasonal, competitive, and weather-dependent sports
equipment industry; its reliance on discretionary spending in a
challenging macroeconomic environment; and its profit margin
volatility. However, we considered these risks to be partly
mitigated by the company's well-known brands, well-established
market shares, and low-cost production model," S&P said.

"At the time of the withdrawal, we assessed Head's liquidity as
'weak,' as defined in our criteria. This reflected our view of
the vulnerability of the company's internal cash generation to
seasonal working capital volatility, the company's short-term
debt maturities, and its reliance on seasonal working capital
debt facilities. Notwithstanding these factors, Head has
demonstrated
a track record of managing its peak working capital requirements
through its established relationships with a number of core
banks. At the time of withdrawal, the stable outlook reflected
our view that the company would be able to meet its liquidity
requirements over the next 12 months," S&P said.

"The one-notch differential between the corporate credit rating
on Head and the rating on the senior unsecured notes reflected
our view of these factors," S&P said:

    Limited supporting legal precedents relating to the
    enforceability of guarantees from Austria-incorporated
    companies. The Austrian legal system does not provide
    unconditional confirmation that, in the event of default,
    Austrian capital maintenance rules would not diminish the
    value of the guarantees.

    The company's high proportion of secured debt, which could
    undermine recovery prospects for the unsecured notes in the
    future.

    The priority claims of creditors at nonguaranteeing operating
    companies.


SNS BANK: Fitch Puts 'B+' Rating on Hybrid Tier 1 Secs. on RWN
--------------------------------------------------------------
Fitch Ratings has placed SNS REAAL's Long- and Short-term IDRs,
Support Rating and Support Rating Floor on Rating Watch Negative
(RWN).  The agency has also placed SNS Bank's Viability Rating
(VR) of 'bbb-' on RWN and affirmed its Long-term IDR at 'BBB+'.
The Outlook on SNS Bank's Long-term IDRs is Stable.

SNS REAAL announced on July 13 that it is considering various
capital strengthening options which Fitch understands include the
possible sale of part or all of the insurance business.  Fitch
placed SNS REAAL's insurance operations on RWE as a result of the
announcement.

The RWN on SNS REAAL's ratings reflects Fitch's view that if all
or the majority of the group's insurance operations are sold,
potential future support from the authorities in case of need
would likely be provided to SNS Bank directly rather than through
the holding company.  The disposal of insurance entities could
therefore reduce the probability of state support currently
factored into SNS REAAL's IDRs, Support Rating and Support Rating
Floor, which could lead to them being downgraded.

Fitch expects to resolve the RWN once it obtains further clarity
on the likelihood that part or all of the insurance assets will
be sold.  Fitch notes that the final decision on the various
options may take more than six months, the usual time horizon for
a Rating Watch.  The agency understands that the divestment is
one of the various capital strengthening possibilities that the
group is exploring to generate enough capital to repay state
support (EUR850m at end-2011 including the 50% repayment premium)
by end-2013, as committed to the European Commission (EC).  While
Fitch understands that this may generate additional capital for
the bank, it considers the scenario is unlikely in the short
term.

Fitch believes the possibility of a partial or full divestment of
the insurance operations could increase constraints on the bank's
financial flexibility.  These are further impacted by the
protracted difficult economic conditions and further strains in
property markets in the Netherlands and the rest of the eurozone.
The cumulative potential negative impact of these factors on the
bank's earnings, asset quality and ultimately capital is viewed
to have increased and the bank's capital position remains under
pressure.

Fitch expects to resolve the RWN on the bank's VR after obtaining
further information on the bank's performance, including an
analysis of first-half results, scheduled for 16 August 2012.  If
the risk profile of the property finance book has increased, or
the bank's capital position or leverage have deteriorated or its
franchise weakened, SNS Bank's VR is likely to be downgraded to
below investment grade.

Conversely, SNS Bank's VR is likely to be removed from RWN and
affirmed if the bank demonstrates continued deleveraging reducing
its risk profile, improved capitalization and rebalanced funding
mix.  At this point, Fitch will also take a decision on the
potential impact of a possible sale of the insurance operations
on the bank.

SNS Bank's Support Rating and SRF continue to reflect the high
probability of support from the Dutch state being made available
if required.  SNS Bank's Long-term IDR is at its SRF, which means
it is sensitive to any weakening of the Dutch state's ability or
willingness to provide support.

The Hybrid Tier 1 securities are notched off SNS Bank's VR in
line with Fitch's rating criteria for such securities.  As such,
their ratings are sensitive to any changes in the banks' VRs and
the RWN placed on their rating reflects the RWN placed on SNS
Bank's VR.

The rating actions are as follows:

SNS REAAL:

  -- Long-term IDR: 'BBB+'; placed on RWN
  -- Short-term IDR: 'F2'; placed on RWN
  -- Support Rating: '2' ; placed on RWN
  -- Support Rating Floor: 'BBB+' ; placed on RWN

SNS Bank:

  -- Long-term IDR: affirmed at 'BBB+'; Outlook Stable
  -- Short-term IDR: affirmed at 'F2'
  -- Viability Rating: 'bbb-'; placed on RWN
  -- Senior debt: affirmed at 'BBB+'
  -- Market linked notes: affirmed at 'BBB+(emr)'
  -- Hybrid Tier 1 securities: 'B+'; placed on RWN
  -- Commercial paper: affirmed at 'F2'
  -- Support Rating: affirmed at '2'
  -- Support Rating Floor: affirmed at 'BBB+'
  -- Dutch government guaranteed securities: affirmed at 'AAA'



===========
N O R W A Y
===========


STOREBRAND LIVSFORSIKRING: Moody's Rates Sub. MTN Debt '(P)Ba1'
---------------------------------------------------------------
Moody's Investors Service has affirmed the insurance financial
strength rating (IFSR) of Storebrand Livsforsikring AS
(Storebrand Liv) at A3 and the associated ratings. The outlook
remains stable for all ratings. The ratings of Storebrand Bank
are unaffected by the action.

Ratings Rationale

The affirmation reflects Moody's view of Storebrand's top-tier
market position in Norway and solid position within Sweden. The
affirmation also reflects the efforts to de-risk the balance
sheet ahead of Solvency II, notwithstanding the material economic
headwinds Storebrand faces, particularly with regards to the
spread deficiency risk which Storebrand is increasingly exposed
to as the low interest rate environment continues.

Storebrand's market share in Norway, at around 21.5% of gross
written premiums, has consistently remained above 20% in recent
years, although witnessed a slight decrease from the 22.7%
recorded in 2010. In Sweden, SPP's market share of around 4%
remains some distance behind the market leaders, although it
increased from 3.5% in 2010.

The Group's reported solvency margin deteriorated from 161% at YE
2011 to 152% as at H1 2012 and Core Tier 1 capital fell by NOK
4.0bn as at H1 2012, in both cases reflecting changes in the
consolidation of SPP into Storebrand's regulatory capital
calculation and the discounting of insurance liabilities.
However, customer buffers increased from 3.3% of customer funds
at YE 2011 to 3.9% in Norway at H1 2012 and from 10.0% to 11.1%
in Sweden as at H1 2012.

Storebrand's average guarantees in Norway remain significant (at
around 3.4%) in the current low interest rate environment,
although we note that Storebrand retains the ability to charge
for the cost of providing these guarantees (NOK 520m in 2011) and
that additional loss absorbing reserves exist (equivalent to 3.9%
of customer funds as at H1 2012) to partially mitigate the spread
deficiency risk. In 2011, the market return of 3.4% equated to
the average guarantee, with the returns credited to policyholders
averaged 4.6%, due to the utilization of the aforementioned
reserves. Furthermore, whilst the overall exposure to
Greece/Ireland/Italy/ Portugal/Spain remains sizeable (NOK 12.1bn
as at YE 2011), this is almost entirely held within the
policyholder funds.

Moody's also notes that proposals from Norway's Banking Law
Commission, if enacted in 2014, will reduce the risk borne by the
company to, in particular, paid up policies by reducing the
guarantee and longevity risk.

Commenting on what could lead to positive rating pressure in the
future, Moody's noted that these include Storebrand Liv's ability
to deliver sustainable capitalization levels in excess of 160%, a
meaningful reduction in spread deficiency risk, financial
leverage consistently below 25% and/or a significantly enhanced
franchise, either from a product or geographic perspective.

Conversely, negative rating pressure could arise in the event of
financial leverage exceeding 35%, the solvency margin falling
below 125% under current methodologies and/or sustained negative
interest results being delivered.

Storebrand ASA (the parent company of Storebrand Liv) is a Nordic
financial services group, primarily focused on writing life
insurance business in Norway and Sweden and is headquartered in
Oslo, Norway. As at 30 June 2012, Storebrand ASA reported total
assets of NOK 413bn (YE 2011: NOK 401bn), total shareholders'
equity of NOK 19,335 million (YE 2011: NOK 18,777 million) and
post-tax profits of NOK 661 million (H1 2011: NOK 839 million).

The following ratings were affirmed with a stable outlook:

Storebrand Livsforsikring AS:

Insurance financial strength: A3

Junior subordinated debt: Baa2 (hyb)

Subordinated MTN debt: (P)Baa2

Junior subordinated MTN debt: (P)Baa2

Capital Contribution Securities: Baa3 (hyb)

Storebrand ASA:

Issuer rating: Baa3

Senior unsecured MTN debt: (P)Baa3

Subordinated MTN debt: (P)Ba1

Junior subordinated MTN debt: (P)Ba1

The methodologies used in these ratings were Moody's Global
Rating Methodology for Life Insurers published in May 2010 and
Moody's Guidelines for Rating Insurance Hybrid Securities and
Subordinated Debt, published in January 2010.



===========
P O L A N D
===========


POLIMEX-MOSTOSTAL: Debt Standstill Talks with Creditors Ongoing
---------------------------------------------------------------
Maciej Martewicz at Bloomberg News, citing Puls Biznesu, reports
that Polimex-Mostostal SA is still in talks about a four-month
delay in paying back its debts and as many as 95% of its
creditors are ready to sign the standstill agreement.

According to Bloomberg, the newspaper said that Bank Gospodarki
Zywnosciowej SA, controlled by Rabobank Groep, doesn't want to
join the deal.

Bloomberg notes the newspaper said Polimex has PLN250 million
(US$74 million) of debt due this month.

Polimex is a Polish construction company.


* POLAND: Ready to Help Builders if Banks Share Loss Burden
-----------------------------------------------------------
Maciej Martewicz at Bloomberg News reports that Polish Prime
Minister Donald Tusk said in a televised press conference on
Wednesday Poland's government is ready to help troubled
construction companies under condition banks that financed the
builders will share the burden of their losses.



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


CAIXA GERAL: Fitch Upgrades Viability Rating to 'BB-'
-----------------------------------------------------
Fitch Ratings has upgraded Caixa Geral de Depositos (CGD) and
Banco BPI's Viability Ratings (VR) to 'bb-' from 'b' and 'cc',
respectively and Banco Comercial Portugues' (Millennium bcp) VR
to 'b' from 'cc'.  The rating actions follow the completion of
the Portuguese government's recapitalization exercise.  At the
same time, Fitch has affirmed the banks' support-driven Long-term
Issuer Default Ratings (IDRs; 'BB+'/Negative) and Support Ratings
of '3'.

The upgrade of the three banks' VRs reflects their improved
capital base and Fitch's view that they are now better placed to
weather expected future asset quality deterioration given the
recessionary environment in Portugal.

Although the VRs have been upgraded, they still reflect funding
imbalances and the continued closure of wholesale markets for
funding means that reliance on ECB funding is likely to continue.
Recapitalization of the banks by the government, combined with
rights issues to be undertaken by Banco BPI and Millenium bcp,
have enhanced capital ratios at the three banks to a sound level.
However, the VRs remain sensitive to asset quality and
profitability pressures, which could limit the banks' internal
capital generation capacity.  This is particularly true for
Millennium bcp due to its weak credit fundamentals.

Banco BPI and CGD's VRs reflect their comparatively better
funding base (Fitch loan to deposits ratio of 119% and 127% at
end-Q112, respectively) than Millennium bcp (145%).  CGD's VR
also considers its leading commercial position in Portugal, where
it controls a sizeable deposit market share.  Banco BPI's VR
highlights its better loan quality portfolio compared with most
of its Portuguese and comparable international peers (credit at
risk ratio of 3.8% at end-Q112; coverage of 61%).

The two-notch difference between Millennium bcp's VR and that of
Banco BPI and CGD reflects Fitch's view that Millennium bcp's
weaker standalone financial position means it will most likely
find it more difficult to cope with the challenges faced by its
peers.  Millennium bcp's asset quality indicators are weaker than
peers.  Its credit at risk ratio reached a high 10.9% at end-Q112
and coverage remained below average at around 46%.  In addition,
Millennium bcp is highly reliant on ECB funding (16% of total
assets at end-Q112) and remains vulnerable to negative Greek
developments through its Greek bank subsidiary (6% of group
assets at end-Q112).

On June 29, 2012, Millennium bcp and Banco BPI received EUR3
billion and EUR1.5 billion, respectively, of government
subscribed core Tier 1 instruments (GSI) from the Bank Solvency
Support Facility (BSSF).  The BSSF was established under the
IMF/EU support program.  Funds were channelled through the
Portuguese government.  CGD received EUR1.65bn directly from the
Portuguese government, its sole shareholder, as it has no access
to the BSSF.  EUR750 million came in the form of a common share
capital increase and EUR900 million in GSI.

As part of their recapitalization plans, Millennium bcp and Banco
BPI intend to raise additional capital through rights issues
(EUR500 million for Millennium bcp and EUR200 million for Banco
BPI).  This is expected to be completed by mid-August 2012 at
Banco BPI and end-September 2012 at Millennium bcp. Millennium
bcp's rights issue will be fully underwritten by the Portuguese
state. Key shareholders at Banco BPI have agreed to follow their
rights.  Subject to Bank of Portugal (BoP) consent, Banco BPI
will use the capital raised by the rights issue to buy back an
equivalent amount of GSI.  If the rights issue is not completed,
the equivalent of GSI will be converted into common share
capital.

The GSIs have been classified by the BoP and European Banking
Authority (EBA) as core Tier 1 instruments.  However, under
Fitch's criteria, these securities are not included in Fitch core
capital. The GSI will initially be held until the date of
conversion (2017) unless they are repaid at an earlier date, the
latter expected by Banco BPI.  The annual rate paid on the GSI to
the Portuguese state is 8.5% in the first year with gradual
increases thereafter.

Following recapitalizations, Millennium bcp estimates to reach an
EBA core capital ratio of around 9.6% (11.8% under BoP
guidelines) and Banco BPI (9.4%; 14.6%).  CGD is also compliant
with the minimum core Tier 1 ratios required by both EBA and BoP.
Fitch notes that leverage at Banco BPI is high and its Fitch core
capital/weighted risks ratio is particularly weak, at around 3.5%
at end-Q112.  Nevertheless, Fitch considers the government-
subscribed hybrid capital instruments to be a long-standing form
of capital for the banks and this helps to support Banco BPI's VR
at the current level.

The ratings of the banks' subordinated and hybrid debt have also
been positively impacted by today's rating actions.  However,
Fitch continues to see material coupon non-performance risk
associated with such instruments in the event conversion triggers
on government contingent capital instruments are hit.

The Long-term IDRs of the three banks are at their Support Rating
Floors of 'BB+', based on Fitch's assessment of available
sovereign and international support for the Portuguese banking
system.  Such support would be expected to be provided by the
IMF/EU.  The banks' IDRs are equalized with those of the
sovereign ('BB+'/Negative).  The Negative Outlook on the banks
mirrors that on the sovereign.  Any further downgrade of
Portugal's sovereign rating would lead to a downgrade of the
banks' IDRs.

The ratings actions are as follows:

CGD:

  -- Long-term IDR affirmed at 'BB+'; Negative Outlook
  -- Short-term IDR affirmed at 'B'
  -- Viability Rating upgraded to 'bb-' from 'b'
  -- Support Rating affirmed at '3'
  -- Support Rating Floor affirmed at 'BB+'
  -- Senior unsecured debt long-term rating affirmed at 'BB+'
  -- Senior unsecured debt short-term rating affirmed at 'B'
  -- Senior unsecured certificate of deposit long-term rating
     affirmed at 'BB+'
  -- Senior unsecured certificate of deposit short-term rating
     affirmed at 'B'
  -- Commercial paper program affirmed at 'B'
  -- Lower Tier 2 subordinated debt issues upgraded to 'B+' from
     'B-'
  -- Preference shares upgraded to 'CCC' from 'CC'

Millennium bcp:

  -- Long-term IDR affirmed at 'BB+'; Negative Outlook
  -- Short-term IDR affirmed at 'B'
  -- Viability Rating upgraded to 'b' from 'cc'
  -- Support Rating affirmed at '3'
  -- Support Rating Floor affirmed at 'BB+'
  -- Senior unsecured debt issues affirmed at 'BB+'
  -- Lower Tier 2 subordinated debt issues upgraded to 'B-' from
     'C'
  -- Commercial paper program affirmed at 'B'
  -- Preference shares upgraded to 'CC' from 'C'

Banco BPI:

  -- Long-term IDR affirmed at 'BB+'; Negative Outlook
  -- Short-term IDR affirmed d at 'B'
  -- Viability Rating upgraded to 'bb-' from 'cc'
  -- Support Rating affirmed at '3'
  -- Support Rating Floor affirmed at 'BB+'
  -- Senior unsecured debt issues affirmed at 'BB+'
  -- Lower Tier 2 subordinated debt issues upgraded to 'B+' from
     'C'
  -- Commercial paper program affirmed at 'B'
  -- Preference shares upgraded to 'CCC' from 'C'
  -- Emr market linked securities affirmed at 'BB+emr'



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


FREIGHT ONE: Fitch Affirms Long-Term 'BB+' IDRs; Outlook Negative
-----------------------------------------------------------------
Fitch Ratings has affirmed Russia-based OJSC Freight One's
(Freight One) Long-term foreign and local currency Issuer Default
Ratings (IDR) at 'BB+', Short-term foreign and local currency
IDRs at 'B' and National Long-term rating at 'AA(rus)'.  The
Long-term ratings have been taken off Rating Watch Negative where
there were placed on April 21, 2011.  The Outlook on the Long-
term ratings is Negative.

The rating affirmation reflects Freight One's standalone credit
profile without any parental support or constraint.  The
company's business profile is supported by its position as a
leading freight rolling stock operator in Russia by fleet size
and transportation volumes, with a strong ability to execute
customer demand, and a diversified fleet and customer base.  This
supports its strong profitability and operating cash flows.
However, its business is exposed to volatile economic drivers
affecting both volumes transported and freight rates.

The Negative Outlook reflects the uncertainty regarding Freight
One's financial and business profile following the purchase of a
75% stake (minus two shares) in Freight One by Nezavisimaya
Transportnaya Kompaniya LLC (Independent Transport Company; NTK)
in December 2011 and the possible purchase of the remaining 25%.

Freight One's balance sheet leverage is low (0.3x at YE11) and
the company does not have significant operating leases in place.
Fitch notes that NTK's RUB75bn acquisition loan is non-recourse
to Freight One, but the agency anticipates that the latter's cash
flows will be needed to service the acquisition debt due to the
assumption that the size of cash flows from the other operations
of NTK and its parent are insufficient.  Considering that JSC
Russian Railways (RZD, 'BBB'/Stable) remains the 25% shareholder
in Freight One, dividends are the most likely means of Freight
One servicing the acquisition loan.

However, NTK expressed its interest in purchasing the remaining
25% stake from RZD. Fitch understands that a price or a timeline
has not been set yet and that the Russian government will have to
approve the sale, possibly over the coming months.  The sale
would likely lead to an effective assumption of the possibly
significantly increased acquisition debt which would put pressure
on Freight One's credit metrics.  However, the potential timeline
for the completion of such a transaction is more commensurate
with a Negative Outlook than a Negative Watch, supporting this
rating action.

Liquidity is adequate, supported by RUB29 billion of cash and
deposits as of July 1, 2012 compared to around RUB1 billion of
debt and finance leases due in H212.  Freight One's debt maturity
profile is balanced with around RUB1.5 billion due annually.
Fitch-expected pre-dividend free cash flow is positive.  The
company has not declared dividends since mid-2011, but Fitch
expects dividends to resume from 2013, at the latest.

WHAT COULD TRIGGER A RATING ACTION?

Negative: Future developments that may, individually or
collectively, lead to negative pressure on the standalone credit
profile of Freight One include the acquisition of 25% of Freight
One by NTK and effective assumption of the acquisition debt by
Freight One leading to a sustained debt to EBITDA of above 2.0x.

Positive: The current Outlook is Negative. As a result, Fitch's
sensitivities do not currently anticipate developments with a
material likelihood, individually or collectively, of leading to
a rating upgrade.  Future developments that may nonetheless
potentially lead to a positive rating (revision of Outlook)
action include the acquisition of 25% of Freight One by NTK and
effective assumption of the acquisition debt by Freight One
together with equity issuance leading to a sustained debt to
EBITDA of below 2.0x.


MDM BANK: Fitch Cuts Long-Term Issuer Default Rating to 'BB-'
-------------------------------------------------------------
Fitch Ratings has downgraded MDM Bank's (MDM) Long-term Issuer
Default Rating (IDR) to 'BB-' from 'BB'. The Outlook is Negative.

The downgrade reflects the on-going asset quality problems due to
poor recovery management and as a result a massive increase in
reserving in 2011, weakened capitalization and profitability, and
continued franchise erosion.  The planned capital support from
the main shareholder and implementation of a revised strategy by
the new senior management team could help to stabilize the bank's
asset quality metrics and solvency.  However, given the weakened
franchise and the pressure this places on performance, risks
remain on the downside, as reflected by the Negative Outlook.

Corporate loans have continued to cause problems with the non-
performing loans (NPL) origination ratio standing at 3.6% in 2011
after 3.2% in 2010, and the end-2011 corporate NPL-to-gross loans
ratio being a high 15.8%.  In addition, about 10% of corporate
loans were restructured, and Fitch has further concerns over
sizable volume of corporate loans issued in 2011, which soon
required relatively high provisioning.  The agency considers
these to be impaired.  MDM's holding of foreclosed assets is
significant relative to equity and may also be subject to
impairment, in Fitch view.

Reported retail loan metrics have shown signs of recovery, with
respective NPLs reducing to 10.3% of the portfolio from 18.2% in
2011, although considering the above mentioned corporate loan
disbursements, there is some uncertainty as to the drivers of
this trend.

As an important mitigating factor, MDM still has a significant
capital buffer -- Fitch estimates the bank could increase
reserves to 26% of gross loans (from 15% at end-2011) before the
Basel I ratio would have fallen to 10% -- although regulatory
capitalization is under some pressure due to reserve accounting
differences.

To strengthen solvency, MDM plans to sell a significant share of
impaired loans (at net value) and foreclosed property to a fund
with an effect of receiving a capital support from the
shareholder correlated with the amount of expected losses on the
transferred assets.  If the deal goes through and the size of
support remains as disclosed to Fitch, then the agency believes
that the capital relief provided, combined with the existing
capital buffer and modest pre-impairment profit should be
sufficient relative to the size of the asset quality problems
already identified, even applying a considerable degree of stress
to currently performing exposures.

However, given the bank's poor track record of asset quality
performance and working out of problem assets, and uncertainty as
to the future strategy implementation, the risk of further
problems in the future cannot be excluded.  In addition, given
the high share of non-earning assets, MDM's profitability is
susceptive to increases in funding costs, making recapitalization
through pre-impairment profit less certain.  Fitch estimates that
should deposit rates increase by 100bp without an adequate
increase in lending rates or business volumes would make the bank
break-even on a pre-impairment basis.

The loans/deposits ratio has improved to 116% at end-2011 from
144% at end-2009.  However, liquidity is viewed as currently only
adequate in view of some refinancing risk relating mainly to
interbank deposits.  MDM's loan book is long-term and therefore
the bank relies on the liquidity buffer as a main instrument of
liquidity management.  This was about RUB43bn at end-H112 (a
significant contraction since the beginning of the year), and
roughly equal to the amount of bond and interbank liabilities
maturing within one year.

The ratings could be downgraded further if the asset sale does
not go ahead or fails to provide significant capital relief to
the bank, liquidity tightens significantly as a result of funding
outflows, or if further franchise erosion and increases in
funding costs put more pressure on performance.  Improvements in
the bank's solvency, asset quality, and stabilization of
performance and franchise could result in the Outlook being
revised back to Stable.
The rating actions are as follows:

  -- Long-term foreign and local currency IDRs: downgraded to
     'BB-' from 'BB'; Negative Outlooks
  -- Short-term IDR: affirmed at 'B'
  -- Viability Rating: downgraded to 'bb-' from 'bb'
  -- Support Rating: affirmed at '4'
  -- Support Rating Floor: affirmed at 'B'
  -- National Long-term Rating: downgraded to t 'A+(rus)' from
     'AA-(rus)'; Negative Outlook
  -- Senior unsecured debt: downgraded to 'BB-' from 'BB'
  -- Senior unsecured debt (national scale): downgraded to 'A+
     (rus)' from 'AA-(rus)'



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


FONCAIXA FTPYME 2: S&P Affirms 'D' Rating on Class D Notes
----------------------------------------------------------
Standard & Poor's Ratings Services has taken various credit
rating actions in Foncaixa Hipotecario 7, Fondo de Titulizacion
Hipotecaria, Foncaixa Hipotecario 9, Fondo de Titulizacion de
Activos, Foncaixa FTPYME 2, Fondo de Titulizacion de Activos, and
Foncaixa Andalucia FTEmpresa 1, Fondo de Titulizacion de Activos.
"We have subsequently withdrawn our ratings on all of the notes
in these transactions," S&P said.

Before the withdrawal, S&P:

    Lowered to 'BBB+ (sf)' its ratings on Foncaixa Hipotecario 7
    and 9's class A and B notes;

    Lowered to 'BBB+ (sf)' and removed from CreditWatch negative
    its ratings on Foncaixa FTPYME 2's class AG and B notes;

    Lowered to 'BBB+ (sf)' and removed from CreditWatch negative
    its rating on Foncaixa Andalucia FTEmpresa 1's class AG notes
    and lowered to 'BBB+ (sf)' its rating on the class B notes;
    and

    Affirmed its ratings on Foncaixa Hipotecario 9 and Foncaixa
    Andalucia FTEmpresa 1's class C notes and affirmed its
    ratings on Foncaixa FTPYME 2's class C and D notes.

"The rating actions follow the Feb. 13, 2012 downgrade of
CaixaBank S.A. (BBB+/Watch Neg/A-2)--the guaranteed investment
contract provider (GIC) and swap counterparty--in all four
transactions, and notice that the transactions were going to
redeem in full," S&P said.

"On Dec. 23, 2011, we placed on CreditWatch negative our ratings
on Foncaixa FTPYME 2's class AG and B notes and Foncaixa
Andalucia FTEmpresa 1's class AG notes due to their substantial
support exposure to CaixaBank as GIC provider. Since then, we had
not resolved these CreditWatch placements as the remedy periods
prescribed under the transaction documents had not elapsed," S&P
said.

"On Feb. 13, 2012, we lowered our ratings on CaixaBank to
'BBB+/Stable/A-2' from 'A/Watch Neg/A-1'. The downgrade breached
remedy action triggers under the remedy actions established in
the transaction documents to be taken for the GIC provider and
swap counterparty contracts for Foncaixa Hipotecario 7, Foncaixa
Hipotecario 9, Foncaixa FTPYME 2, and Foncaixa Andalucia
FTEmpresa 1 to maintain their ratings. As a consequence, these
transactions were under the established remedy period for the
issuer to take remedy actions," S&P said.

"Nevertheless, we received written confirmation from the trustee
Gesticaixa S.G.F.T., S.A. that both transactions were going to be
redeemed early on July 13, 2012 and July 16, 2012. CaixaBank is
the only noteholder in these transactions, and due to the current
Spanish capital market conditions and financial institutions'
highly constrained funding capacity, has agreed that several
funds are early amortized so that the assets can be used as
eligible collateral to issue covered bonds," S&P said.

"Therefore, due to the full redemption of all classes of notes in
all four transactions, the issuer has taken no remedy actions and
we have subsequently lowered our ratings on classes of notes
rated above 'BBB+ (sf)' to correspond with the long-term 'BBB+'
rating on CaixaBank. We have affirmed our ratings on the rest of
the notes in each transaction as their ratings were not
constrained by the rating on CaixaBank," S&P said.

As of July 13, 2012, Foncaixa Hipotecario 9 and Foncaixa
Andalucia FTEmpresa 1 were fully redeemed and all the notes were
fully repaid.

As of July 16, 2012, Foncaixa Hipotecario 7 and Foncaixa FTPYME 2
were fully redeemed and all the notes were fully repaid.

"Moreover, as the notes have been fully redeemed, we have
subsequently withdrawn our ratings in the four transactions as
well," S&P said.

"CaixaBank originated the loan portfolios backing the notes. The
portfolios for Foncaixa Hipotecario 7 and 9 comprise mortgage
loans granted to individuals to purchase residential properties.
The portfolios for Foncaixa FTPYME 2 and Foncaixa Andalucia
FTEmpresa 1 comprise secured and unsecured loans granted to small
and midsize enterprises (SMEs) for their normal course of
business, and in the case of Foncaixa Andalucia FTEmpresa 1,
entities situated in Andalucia," 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 residential mortgage-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 Reports
included in this credit rating report are available at:

     http://standardandpoorsdisclosure-17g7.com.

RATINGS LIST

Class              Rating
            To                From

Foncaixa Hipotecario 7, Fondo de Titulizacion Hipotecaria
EUR1.25 Billion Mortgage-Backed Floating-Rate Notes

Ratings Lowered and Withdrawn

A           BBB+ (sf)         AA+ (sf)
            NR                BBB+ (sf)

B           BBB+ (sf)         A+ (sf)
            NR                BBB+ (sf)

Foncaixa Hipotecario 9, Fondo de Titulizacion de Activos
EUR1.5 Billion Mortgage-Backed Floating-Rate Notes

Ratings Lowered and Withdrawn

A           BBB+ (sf)         AA+ (sf)
            NR                BBB+ (sf)

B           BBB+ (sf)         A (sf)
            NR                BBB+ (sf)

Rating Affirmed and Withdrawn

C           BBB- (sf)
            NR                BBB- (sf)

Foncaixa FTPYME 2, Fondo de Titulizacion de Activos
EUR1.176 Billion Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative And
Withdrawn

AG          BBB+ (sf)         AA- (sf)/Watch Neg
            NR                BBB+ (sf)

B           BBB+ (sf)         AA- (sf)/Watch Neg
            NR                BBB+ (sf)

Ratings Affirmed and Withdrawn

C           BBB (sf)
            NR                BBB (sf)

D           D (sf)
            NR                D (sf)

Foncaixa Andalucia FTEmpresa 1, Fondo de Titulizacion de Activos
EUR500 Million Floating-Rate Notes

Rating Lowered and Removed From CreditWatch Negative And
Withdrawn

AG          BBB+ (sf)         AA- (sf)/Watch Negh
            NR                BBB+ (sf)

Rating Lowered And Withdrawn

B           BBB+ (sf)         A (sf)
            NR                BBB+ (sf)

Rating Affirmed and Withdrawn

C          BBB (sf)
           NR                BBB (sf)

NR-Not rated.


PYMES SANTANDER 3: S&P Assigns 'CC' Rating to Class C Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its credit ratings to
Fondo de Titulizacion de Activos, PYMES SANTANDER 3's class A, B,
and C notes.

This asset-backed securities (ABS) transaction securitizes a pool
of secured and unsecured loans granted by Banco Santander S.A.
(A-/Negative/A-2) to Spanish small and midsize enterprises (SMEs)
and self-employed borrowers. Banco Santander also acts as
servicer, financial agent, and treasury account provider.

The main features of the transaction are:

    The issuer is established as a "fondo de titulizacion de
    activos" (a Spanish special-purpose entity with the purpose
    to issue the notes). At closing, the transaction featured a
    reserve fund that provides credit support to the class A and
    B notes. This reserve fund covers shortfalls of interest and
    payment of principal for the class A and B notes during the
    life of the transaction. It was fully funded at closing with
    the proceeds of the issuance of class C notes. The initial
    level of the reserve fund is 20% of the initial collateral
    balance, and the issuer deposits it in a treasury account
    held with Banco Santander.

    There is no interest rate swap agreement in this transaction.

    As with other Spanish transactions, interest and principal
    are combined into a single priority of payments, with an
    interest-deferral trigger for the class B notes, based on
    cumulative defaults. Principal for the class B notes is fully
    subordinated to the senior (class A) notes.

S&P's analysis has indicated these key pool characteristics:

    The pool is not concentrated at the obligor level. The
    largest borrower and largest 10 borrowers represent 0.79% and
    4.10% of the pool balance.

    Regarding industry concentration, 17.25% of the pool was
    granted to SMEs in the commerce sector, while the
    construction and real estate sectors represent 12.06% and
    10.18% of the pool.

    About 7% of the pool comprises loans granted to self-employed
    borrowers.

    About 12% of the pool comprises secured loans. "This is a
    much lower percentage of secured loans than we have seen in
    other securitizations originated by Banco Santander. At the
    same time, historical accumulated arrears data of Banco
    Santander's SMEs and self-employed book show significantly
    better performance of unsecured loans than secured ones," S&P
    said.

    Loans in the pool have different amortization profiles,
    including principal grace periods and bullet payments. "We
    have taken this into account in our cash flow analysis," S&P
    said.

"Our 'A- (sf)' rating on the class A notes reflects our
assessment of the credit and cash flow characteristics of the
underlying asset pool, as well as our analysis of the
counterparty, legal, and operational risks of the transaction.
Our analysis indicates that the credit enhancement available to
the notes is sufficient to mitigate the credit and cash flow
risks to an 'A-' rating level," S&P said.

"Our ratings address timely interest and ultimate principal
payment," S&P said.

"Additionally, we consider that the transaction documents
adequately mitigate the counterparty risk from the treasury
account provider to an 'A-' rating level, in line with our 2012
counterparty criteria," 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

RATINGS LIST

Fondo de Titulizacion de Activos, PYMES SANTANDER 3
EUR1.884 Billion Floating-Rate Notes Split Between EUR1.570
Billion Asset-Backed
Floating-Rate Notes And EUR314 Million Floating-Rate Notes

Class      Rating               Amount
                              (mil. EUR)

A          A- (sf)             1,303.1
B          CCC (sf)              266.9
C          CC (sf)               314.0


UNION FENOSA: Fitch Maintains RWN on BB+ Subordinated Debt Rating
-----------------------------------------------------------------
Fitch Ratings has maintained Gas Natural SDG, S.A.'s (Gas
Natural) Long-term Issuer Default Rating (IDR) of 'A-'on Rating
Watch Negative (RWN).  The agency has also maintained Gas
Natural's Short-term IDR of 'F2' on RWN.

The RWN reflects the uncertainty regarding the additional
measures to be adopted by the Spanish government in the coming
weeks, largely aimed to reduce and, in the medium term, eliminate
the tariff deficit.  Fitch views the Spanish utility sector as
increasingly affected by political risk stemming from the
government's attempt to solve the tariff deficit issue.  This is
one of the government's priorities given the size and importance
of the sector for the Spanish economy and the economic downturn
affecting the country.  While Fitch acknowledges the need to
resolve the issue, the agency notes that the political
interference is weakening the predictability of the Spanish
utilities' economic regulation framework.

The first set of measures was adopted on March 30, 2012, which
included a 12% reduction in electricity distribution revenues, a
10% cut in capacity payments and a one-year delay in the
remuneration related to new investments for electricity
transmission assets.  For the gas segment, the government has
approved a modification in the gas storage remuneration in order
to reduce revenues from fully depreciated assets while
investments in new regasification plants and pipelines will be
interrupted.  Fitch estimates that these measures announced so
far will reduce Gas Natural's FY12 EBITDA by around EUR100
million.

Gas Natural's debt instrument ratings were downgraded on 8 June
2012 following the downgrade of Spain's sovereign rating. The
additional notch above the IDR applied to the debt instruments of
utilities with a large portion of regulated income, reflecting
higher anticipated recoveries in the event of default, is not
applied if that uplift would exceed the sovereign's foreign
currency ratings.  Instead, the senior unsecured debt rating is
re-aligned with the utilities' IDR.  Fitch believes that the
traditionally higher rates of recovery for utilities' debt are
less predictable in a distressed sovereign environment than in
the case of an idiosyncratic default of a single utility.

Gas Natural's liquidity position as of March 2012 was around EUR9
billion composed by EUR4 billion of available committed credit
lines and EUR5 billion of cash.  Fitch believes that this
liquidity together with expected positive free cash flow should
be sufficient to cover financial needs for the next 18 months.

WHAT COULD TRIGGER A RATING ACTION?

Positive: The current Rating Watch is Negative.  As a result,
Fitch's sensitivities do not currently anticipate developments
with a material likelihood, individually or collectively, of
leading to a rating upgrade. Future developments that may
nonetheless potentially lead to a positive rating action include:

  -- Adoption of additional regulatory measures by the Spanish
     government affecting Gas Natural's cash flow generation
     immaterially.  In this context, funds from operations (FFO)
     adjusted net leverage around 4.0x on a sustained basis
     and/or FFO interest cover above 4.5x would support the Long-
     term IDR at 'A-'.

Negative: Future developments that may, individually or
collectively, lead to negative pressure on Gas Natural's ratings
include:

  -- Adoption of additional regulatory measures by the Spanish
     government materially affecting Gas Natural's cash flow
     generation and leading to FFO adjusted leverage in excess of
     4.0x on a sustained basis and/or FFO interest cover below
     4.5x.  Fitch notes that this credit metric guidance may be
     subject to change if it deems the expected measures have
     weakened Gas Natural's business risk profile.

  -- A downgrade of Spain's sovereign rating ('BBB'/Negative) by
     two notches to 'BB+' would likely lead to a one notch
     downgrade of Gas Natural's Long-term ratings.  The issuer
     generates around 60% of its EBITDA internally.

This rating action follows a periodic review of Gas Natural.
Fitch also notes that a review of the ratings of all Spanish
integrated utilities is expected to take place in the coming
weeks in reaction to anticipated additional government measures
affecting the sector.  The agency will also review the ratings if
an announcement of such measures is subject to further delays to
reflect the uncertainty that such delays represent for the
assessment of the utilities' credit profiles, including the
regulatory framework.

The rating actions are as follows:

Gas Natural SDG, S.A.

  -- Long-term IDR at 'A-' maintained on RWN
  -- Short-term IDR at 'F2' maintained on RWN

Gas Natural Finance BV

  -- Senior unsecured rating at 'A-' maintained on RWN
  -- Euro commercial paper program at 'F2' maintained on RWN

Gas Natural Capital Markets, S.A.

  -- Senior unsecured rating at 'A-' maintained on RWN

Union Fenosa Finance B.V.

  -- Commercial paper at 'F2' maintained on RWN

Union Fenosa Financial Services USA LLC

  -- Subordinated debt rating at 'BBB-' maintained on RWN

Union Fenosa Preferentes, S.A.

  -- Subordinated debt rating at 'BB+' maintained on RWN


* SPAIN: Raises Just Under EUR3 Billion in Bond Auction
-------------------------------------------------------
Charles Forelle at The Wall Street Journal reports that Spain,
the euro zone's most precarious country, raised just under EUR3
billion in a bond auction Thursday morning, but it paid
handsomely to do so amid signs of rapidly evaporating demand for
its debt.

The results will increase pressure on Spain to shrink a
persistent budget deficit lest it run out of cash - and on European
Union authorities to drum up fresh ways of aiding the government,
the Journal says.

Spain has already asked for a EUR100 billion (US$123 billion)
bailout, but that money is destined to help its ailing banking
sector, the Journal notes.  The government must still continually
raise cash from financial markets to cover its own deficit, the
Journal states.

According to the Journal, Thursday's results make clear markets
are exceptionally wary, and raise the troubling specter that
Spain won't be able to find enough buyers for the debt it needs
to sell.  That would put the euro zone in a bind, since the
bloc's existing bailout funds would be greatly strained by
supporting Spain, and the Continent's squabbling leaders have
made little progress on expanding them, the Journal discloses.

In the auction, the Spanish treasury sold two-year, five-year and
seven-year bonds, and the yield it had to offer to attract buyers
was higher across the board than in previous auctions, the
Journal relates.  Spain sold a bond maturing in October 2019 with
a yield of 6.7%, up from 4.8% when it last sold the security in
February, the Journal recounts.



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


BANK KHRESCHATYK: Fitch Affirms LT IDR at 'B-'; Outlook Negative
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-term IDRs of four privately-
owned Ukrainian banks: PJSC CB Privatbank (Privat) at 'B', and
Pivdennyi Bank (PB), Industrialbank (INB) and Bank Khreschatyk at
'B-'. The Outlooks on Privat and PB remain Stable, and on INB is
Negative.  The Outlook on Khreschatyk has been revised to
Negative from Stable.

Privat's rating reflects its high levels of credit risk as a
result of recent rapid growth in Ukraine's still challenging
operating environment, high borrower and industry concentrations
and potentially sizeable related-party business.  The bank's
recent loan growth was driven by exposures to the oil trading and
metallurgy sectors, where Privat's owners have business
interests.  Exposure to the oil trading sector remains
particularly high (29% of loans at end-Q112) having grown rapidly
by 71% in 2010-2011.  Fitch still has concerns about the adequacy
of the financing received relative to the business volumes of
these borrowers, as well as sources of loan repayments.  Exposure
to the top 20 borrowers accounted for 17% of loans or 130% of
equity at end-Q112, although, in Fitch's view, concentrations
could be higher given possible links between the borrowers in the
oil trading sector.  Reported related-party lending at 48% of
end-Q112 equity potentially could be significantly higher, in
Fitch's view.

Privat's non-performing loans (NPLs) stood at 4.5% of end-Q112
loans, after write offs of 3% of average loans in 2011 and 1% in
Q112.  In addition to NPLs, 19% of loans were individually
determined to be impaired. Reserve coverage of NPLs and
individually impaired loans was a moderate 54% at end-Q112,
although recent loan growth could result in further provisioning
requirements.  Fitch calculates that the bank could currently
create reserves equal to about 20% of the loan book before
regulatory or Basel total capital ratios would fall to 10%, in
addition to annual pre-impairment profit equal to 6% of average
gross loans creates material loss absorption capacity.  Privat's
liquidity is currently comfortable, underpinned by continued
deposit inflows.  Near-term refinancing requirements are low,
with a US$200 million eurobond due to be repaid only in September
2015 (1% of end-Q112 liabilities).

Fitch has also affirmed the Long-term rating on Privat's senior
unsecured debt at 'B' and the Recovery Rating on the debt at
'RR4'.  At the same time, Fitch notes that, at end-Q112, retail
deposits, which rank senior to other creditors under Ukrainian
law, accounted for a high 68% of Privat's non-equity funding.
This represents significant subordination for other senior
creditors, including bondholders, which could limit recoveries
for those creditors in a default scenario.  Any further marked
increase in bondholder subordination could result in a downgrade
of the Recovery Rating, and hence also the Long-term rating, of
the debt.

Upside potential for Privat's ratings is currently limited due to
the level of Ukraine's sovereign ratings ('B'/Stable), the
challenging operating environment and weaknesses in Privat's
credit profile.  A reduction in borrower and sector
concentrations would be positive for the bank's profile, while a
marked tightening of the bank's capital position, a liquidity
shortfall or rising concerns over the level and quality of
related-party exposures could result in a downgrade.

The Outlook revision on Khreschatyk's IDRs reflects the bank's
increased and high loan concentrations, including with related
parties; the increase in loan restructuring, in particular of
some of the largest exposures, which increases uncertainties
about future recoveries; and negative pre-impairment
profitability, which is undermining capitalization and has
resulted in low loss absorption capacity.  At the same time, the
ratings consider the bank's currently comfortable liquidity and
the absence of any material refinancing risk.

The ratings could be downgraded if recognition of large loan
losses cause further erosion of the bank's capital, or if deposit
outflows undermine the liquidity position. Marked improvements in
the bank's operating performance and asset quality metrics could
result in the Outlook being revised back to Stable.

Khreschatyk has remained loss-making during the past three crisis
years, with profitability constrained by slow growth, relatively
high costs of funding, which is predominantly in UAH, and high
loan impairment charges due to the continued deterioration in
asset quality.  Lending operations remained highly concentrated
by borrower: at end-Q112, exposures to the top 20 borrowers
accounted for a high 65% of loans and 435% of equity, and related
parties accounted for 28% of the bank's loans or 215% of Fitch's
Core Capital at end-2011.  NPLs (loans overdue for over 90 days)
amounted to 9.3% of end-Q112 loans, but restructured/rolled-over
exposures accounted for a substantial 68% of the portfolio.
Fitch notes continuing uncertainty about the future performance
of these exposures, a large proportion of which was from the
construction/real estate segment.  Fitch estimates that the bank
could create reserves equal to 17% of the loan book without
breaching the regulatory minimum ratio of 10%.

Khreschatyk is less exposed to exchange rate risk as lending in
foreign currencies accounted for 21% of loans.  The liquidity
position is currently reasonable: a cushion of highly liquid
assets covered nearly 22% of client deposits, although retail
depositors (around 50% of liabilities) can be sensitive to market
rate changes, causing moderate volatility in account balances.
Regular recapitalizations from the existing shareholders have
supported the capital adequacy ratio at above 10% (end-Q112:
15.9%), although more could be required should asset quality
continue to deteriorate.

PB's ratings continue to reflect its high loan book
concentration, assets quality concerns associated with the high
share of restructured loans and limited loss absorption capacity.
The ratings also consider the bank's stable market position in
its home region and reasonable liquidity position.  At end-Q112,
NPLs accounted for a low (compared to the sector's average) 4.4%
of the gross portfolio and a further 32% of loans were
restructured or rolled-over.  In this light, loss absorption
capacity is limited, with the bank able to reserve 19% of gross
loans before the regulatory capital level would fall to its
minimum level.

The bank's liquidity position looks comfortable on a consolidated
level given the liquidity cushion held on the balance sheet of
Latvian subsidiary Regional Investment Bank (RIB): at end-Q112,
highly liquid assets on the consolidated balance sheet were equal
to 25% of customer accounts.  RIB's ability to provide funds to
the Ukrainian parent at times of stress could be limited by the
existing regulations in Latvia, although Fitch understands that
liquidity may flow indirectly, giving moderate comfort.

Upward pressure on PB's ratings could result from an improvement
in asset quality, in particular a reduction in the proportion of
restructured exposures, a strengthening of the bank's franchise
and an improvement in the operating environment.  Negative rating
action may be warranted in case of significant impairment losses
or deterioration of the liquidity position.

The Negative Outlook on INB's IDRs continues to reflect the risk
of a reduction in INB's franchise and business volumes, following
changes to the shareholding structure of its related party,
Zaporizhstal (ZS; a large domestic steel producer).  The
finalization of the sale of a stake in ZS by some of the bank's
shareholders is expected in August 2012. INB's ratings also take
account of the bank's high level of related party business and
restructured loans.

Negative rating action will be warranted in the event of a
significant compression of INB's balance sheet after the expected
withdrawal of ZS-related business from the bank, which may
increase INB's vulnerability to market stresses, reduce its
operating efficiency and lead to deterioration in performance.  A
possible liquidity tightening may also warrant a downgrade, since
the bank has reduced its cushion of liquid assets, to around
UAH320m at end-H112 (19% of unencumbered deposits). However, the
Outlook could return to Stable.

Fitch is also concerned over the quality of INB's economic
capital position. Although the bank's regulatory ratio appeared
solid at 23% at end-Q112, the quality of the bank's capital is
compromised by the high volume of related-party lending,
particularly to businesses unrelated to ZS.  These exposures
accounted for almost half of regulatory capital.  In addition,
restructured or rolled-over loans accounted for a significant 40%
of the portfolio at end-Q112, reflecting both loosened standards
applied for related party borrowers and deterioration in the
credit quality of other loans, particularly for real estate
exposures.  Recognition of credit impairment on INB's
restructured loans may put substantial pressure on its capital
ratios and also warrant a downgrade.

The rating actions are as follows:

Privat

  -- Long-term IDR: affirmed at 'B'; Outlook Stable
  -- Senior unsecured debt: affirmed at 'B',
     Recovery Rating 'RR4'
  -- Short-term IDR: affirmed at 'B'
  -- Viability Rating: affirmed at 'b'
  -- Support Rating: affirmed at '5'
  -- Support Rating Floor: affirmed at 'No Floor'

Bank Khreschatyk

  -- Long-term foreign and local currency IDRs: affirmed at 'B-';
     Outlook revised to Negative from Stable
  -- Short-term foreign currency IDR: affirmed at 'B'
  -- Viability Rating: affirmed at 'b-'
  -- Support rating: affirmed at '5'
  -- Support Rating Floor: affirmed at 'No Floor'
  -- National Long-term rating: affirmed at 'BBB-(ukr)'; Outlook
     revised to Negative from Stable
  -- Senior unsecured debt: affirmed at 'BBB- (ukr)'

Pivdennyi Bank

  -- Long-term IDR: affirmed at 'B-'; Outlook Stable
  -- Short-term IDR: affirmed at 'B'
  -- Viability Rating: affirmed at 'b-'
  -- Support rating: affirmed at '5'
  -- Support Rating Floor: affirmed at 'No Floor'

Industrialbank

  -- Long-term IDR: affirmed at 'B-'; Outlook Negative
  -- Short-term IDR: affirmed at 'B'
  -- Viability Rating: affirmed at 'b-'
  -- Support rating: affirmed at '5'
  -- Support Rating Floor: affirmed at 'No Floor'


* CITY OF LVIV: S&P Affirms 'CCC+' Issuer Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' long-term
issuer credit and 'uaBB' Ukraine national scale ratings on the
Ukrainian city of Lviv. The outlook is stable.

"The affirmation reflects our base-case expectation that the city
will repay its July 20 Ukrainian hryvnia (UAH) 50 million bond
(about US$6 million), extend the UAH11.7 million loan due July
20, and accumulate sufficient cash in advance in a special fund
to repay the UAH42 million bond due in December 2012. To do so,
the city will continue to sell assets, as it did in anticipation
of the July 20 bond repayments," S&P said.

"The ratings reflect Lviv's low financial flexibility within
Ukraine's system of interbudgetary relations and ongoing
expenditure pressures. The city's 'very negative' liquidity and
what we see as a weak credit culture, reflected in nonpayment on
guarantees, also constrain the ratings, as do its low wealth
levels in an international context," S&P said.

Lviv's modest debt service and debt, and its importance as one of
western Ukraine's commercial centers, with a diversified economic
structure, help offset these negatives.

"The stable outlook reflects our expectation that Lviv will repay
its UAH50 million bond due on July 20 with sufficient cash
accumulated on its special funds, will extend the loan due July
20 by that date, and will later accumulate enough cash in its
special fund to make debt repayments in December 2012. We also
expect the city to borrow only modestly, keeping direct debt
within 15% of operating revenues until 2014, and that liquidity
for interest payments will be available via treasury loans," S&P
said.

"We could lower the rating on Lviv by several notches if the city
fails to extend the loan by July 20, or fails to accumulate
enough cash before the December 2012 bond repayment. Otherwise,
we could lower the rating by one notch to 'CCC' in the next 12
months if the city accumulates debt faster, leading to debt
service higher than 6%-8%, and if performance is weaker than we
currently expect, with operating deficits," S&P said.

"After Lviv accumulates enough liquidity for its 2012 bond
repayments, we could take positive rating actions if we also saw
a stronger, more predictable liquidity position, with cash
structurally above the next 12 months' debt service, which would
likely be thanks to higher revenues, as well as progress with
outstanding payments on guarantees," S&P said.



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


ECO-ACTIF SERVICES: Inability to Secure Loan Prompts Liquidation
----------------------------------------------------------------
Patrick Butler at guardian.co.uk reports that Jobless support
company Eco-Actif Services has gone into liquidation, claiming
banks refused to lend it money to stay afloat because they
considered the work program to be too financially risky.

Eco Actif, a community interest company based in Sutton, Surrey,
closed suddenly on July 16.

According to the report, chief executive, Amanda Palmer-Roye,
said Eco-Actif had performed well in getting people into work and
had a GBP1 million order book but had been unable to raise the
capital to sustain itself under the government's payment by
results system, under which firms must wait 18 months between
delivery and payment.

guardian.co.uk relates that Ms. Palmer-Roye said in a letter to
staff that Eco Actif had approached both conventional banks and
social finance providers for backing but had been refused on the
grounds that the work program was too high-risk and that "prime
contractors are not passing sufficient funds to the ultimate
delivery organizations to make sufficient surplus to finance any
loan".

The letter added that its association with A4E had been a matter
of great concern to potential investors.  A4e has been in the
headlines in recent months over allegations of fraud, and because
of the furore over the GBP8.6 million dividend payment made to
its former chair, Emma Harrison, guardian.co.uk discloses.

Eco Actif provided employment support for around 500 people in
the south-east of London, operating as a subcontractor in a
regional supply chain headed by the welfare to work company A4e.


EUROCASTLE II: Fitch Cuts Ratings on Two Note Tranches to 'C'
-------------------------------------------------------------
Fitch Ratings has downgraded two tranches of Eurocastle CDO II's
notes to 'Csf' and affirmed four tranches at 'Csf'.  The agency
has also downgraded four tranches of Eurocastle CDO III's notes
to 'Csf' and affirmed two tranches at 'Csf'.  Fitch has
subsequently removed all the ratings from Rating Watch Negative
(RWN) and withdrawn them.  The transactions are cash flow
securitizations of primarily mezzanine structured finance assets.

The rating actions follow the passing of extraordinary
resolutions by Barclays Bank PLC (Barclays, 'A'/Stable/'F1'), the
class A1 and A2 noteholders of both Eurocastle CDO II and III
(the issuers) in September 2011, which has led to a restructuring
of the transactions.

Fitch placed the notes on RWN in December 2011 pending receipt of
transaction documentation and reporting following the September
2011 resolutions.

In accordance with the extraordinary resolutions, the issuers
sold a considerable percentage of their portfolio to Barclays at
below par prices.  A substantial portion of the sale proceeds has
been used to pay down the class A1 notes of both transactions.
The below par sale of the assets to Barclays has caused the
issuers' remaining portfolios to be lower than the outstanding
notional of the class A1 of both transactions.  In calculating
the remaining portfolio notional, Fitch included the performing
assets at par and the defaulted assets at the lower of estimated
recovery rates or reported market prices.

The terms and conditions of the notes have also been amended.
First, interest payment due on the class A1 and A2 (class A)
notes is to be paid from interest proceeds from the remaining
portfolio only.  Any unpaid interest is deemed to be paid and
hence will not cause an event of default (EoD).  This has changed
the terms of the class A notes, which were rated to a timely
basis as per the original terms and conditions of the notes.

In addition, Barclays has undertaken to pay any interest or
principal amounts that would have been due to the classes B, C, D
and E notes under the interest and principal waterfalls, if the
assets had not been sold pursuant to the September 2011
extraordinary resolutions.  The amounts that Barclays has
undertaken to pay would come from the interest proceeds, and
scheduled and unscheduled principal proceeds from the sold
assets.  While the class B to E noteholders benefit from this
support provided by Barclays, they remain exposed to the risk of
the entire portfolio including the sold assets, as well as to the
counterparty risk of Barclays.  The class A1 and A2 notes will
not receive any of these amounts that Barclays has undertaken to
pay.

Furthermore, the transactions both have two
undercollateralization EoD tests, which are currently failing.
However, the terms and conditions have been amended so that the
failure of these tests is not an EoD if the portfolio manager
determines that the EoD would not have occurred if the assets had
not been sold pursuant to the September 2011 extraordinary
resolutions.

Finally, Fitch has not received adequate reporting on the entire
portfolio including the assets sold.  The agency deems this to be
insufficient to maintain the ratings, in particular for the class
B to E notes.

Due to the structural changes and inadequate reporting, the
agency has downgraded the ratings to or affirmed them at 'Csf',
and withdrawn all ratings in both Eurocastle CDO II and III.

The rating actions are as follows:

Eurocastle CDO II

  -- Class A1 (XS0215942375): Downgraded to 'Csf' from 'CCCsf';
     removed from RWN; withdrawn
  -- Class A2 (XS0215942888): Downgraded to 'Csf' from 'CCsf';
     removed from RWN; withdrawn
  -- Class B (XS0215942961): Affirmed at 'Csf'; removed from RWN;
     withdrawn
  -- Class C (XS0215943183): Affirmed at 'Csf'; removed from RWN;
     withdrawn
  -- Class D (XS0215943266): Affirmed at 'Csf'; removed from RWN;
     withdrawn
  -- Class E (XS0215943340): Affirmed at 'Csf'; removed from RWN;
     withdrawn

Eurocastle CDO III

  -- Class A1 (XS0215938340): Downgraded to 'Csf' from 'Bsf';
     removed from RWN; withdrawn
  -- Class A2 (XS0215938779): Downgraded to 'Csf' from 'CCCsf';
     removed from RWN; withdrawn
  -- Class B (XS0215939231): Downgraded to 'Csf' from 'CCsf';
     removed from RWN; withdrawn
  -- Class C (XS0215939314): Downgraded to 'Csf' from 'CCsf';
     removed from RWN; withdrawn
  -- Class D (XS0215939744): Affirmed at 'Csf'; removed from RWN;
     withdrawn
  -- Class E (XS0215940080): Affirmed at 'Csf'; removed from RWN;
     withdrawn


GREENSADS UK: Fitch Affirms 'B' Long-Term IDR; Outlook Negative
---------------------------------------------------------------
Fitch Ratings has affirmed Greensands UK Ltd.'s Long-term Issuer
Default Rating (IDR) at 'B' and senior secured rating at 'B+'.
The Outlook for the Long-term IDR remains Negative.

The bonds issued by Southern Water (Greensands) Financing plc
(SWF) are unconditionally and irrevocably guaranteed by
Greensands as well as its parent, Greensands Holdings Limited,
and its two subsidiaries, Greensands Junior Finance Limited and
Greensands Senior Finance Limited.  Therefore, Fitch has also
affirmed the rating on SWF's senior secured bonds at 'B+/RR3'.

The rating affirmation reflects restricted cash flow dynamics of
the group's main operating company, Southern Water Services
Limited (Southern Water), and resulting limited ability to
upstream dividends to Greensands as well as liquidity available
for debt service at holding company level.

Fitch calculated gearing in terms of pension adjusted net
debt/regulatory asset value of 93.9% for Greensands based on
preliminary financial results for the year to March 2012.  The
agency expects gearing to remain at similar levels until the end
of the price control period in March 2015.  Dividend cover is
forecasted to be slightly below 1x for the next three years.

At holding company level GBP42.8 million of cash and cash
equivalents were held as per March 31, 2012 (after deducting
funds required for the bond coupon payable by SWF on April 15).
In June 2012 the group sold its minority interest in Folkestone &
Dover Water Services Ltd/Veolia Water Southeast Ltd for a cash
consideration.  Also, SWF has access to an undrawn committed
revolving credit facility of GBP25 million with a maturity in
April 2016.

The forecast dividend cover of slightly below 1x is not
commensurate with the 'B' Long-term IDR of Greensands.  However,
Fitch expects cash flow generation at Southern Water to improve
in the next price control period and allow for a stronger
dividend stream.  In the meanwhile, the liquidity position at the
holding company level supports the 'B' Long-term IDR.

Fitch uses a 2.5% medium-term target for RPI in its financial
forecasts.  If RPI were to fall below 2.5% then there could be
further pressures on the dividend stream from Southern Water to
Greensands.  The currently decreasing retail price inflation
(RPI) therefore supports the Negative Outlook.

Greensands is an intermediate holding company that indirectly
owns Southern Water, the regulated, monopoly provider of water
and sewage services for parts of Sussex, Kent, Hampshire and the
Isle of Wight, UK. SWF is Greensands's financing vehicle.

The ratings for Southern Water were reviewed on 11 July 2012,
please see 'Fitch affirms Southern Water's Senior Secured Debt at
'A-'/'BBB' at www.fitchratings.com.

WHAT COULD TRIGGER A RATING ACTION:

Positive: The current Outlook is Negative. As a result, Fitch's
sensitivities do not currently anticipate developments with a
material likelihood, individually or collectively, of leading to
a rating upgrade.  Future developments that may nonetheless
potentially lead to a positive rating action include:
Sustained improvement of cash flow generation at Southern Water
to facilitate a dividend cover above 1.75x at Geensands level.

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

  -- If outturn retail price inflation were to move below 2.5%
     for an extended period of time;

  -- If the covenanted and secured financing of Southern Water
     were to go into lock-up;

  -- If the liquidity position at holding company level were to
     materially weaken.


ROYAL BANK: Fitch Affirms 'BB+' Rating on Subordinated Debt
-----------------------------------------------------------
Fitch Ratings has affirmed The Royal Bank of Scotland Group's
(RBSG) and The Royal Bank of Scotland Plc's (RBS) Long-term
Issuer Default Ratings (IDR) at 'A', Short-term IDRs at 'F1',
Support Ratings at '1' and Support Rating Floors (SRF) at 'A'.
The Outlooks are Stable.  The Viability Ratings (VR) have also
been affirmed at 'bbb'.

RBS's and RBSG's IDRs, senior debt, Support Ratings and SRFs have
been affirmed because Fitch believes the group's systemic
importance to the UK still implies a strong probability of
support from the UK authorities if needed.

RBS and RBSG's Support Ratings and SRF are sensitive to a change
in Fitch's assumptions around the ability or propensity of the UK
government to provide extraordinary support to them if needed.
The ability of the UK to support major domestic banks like RBS is
largely a function of its own creditworthiness ('AAA'/Negative).
As Fitch noted previously, there is a degree of tolerance at the
current sovereign rating level for RBS's SRF to remain at 'A'
should the UK sovereign be downgraded in the future.

Although on a weakening trend, Fitch expects the UK authorities'
propensity to support RBS to remain high while the bank continues
its restructuring, while UK and EU regulatory and legislative
measures designed to improve bank stability are phased in and
until measures designed to weaken the implicit support for banks,
also both UK-specific and at an EU level, can be practically
implemented without triggering crippling systemic and economic
risk.  Fitch's assessment of the UK government's propensity to
support RBS and the other major UK banks is potentially sensitive
to factors other than the relatively long-term legislative
agenda, including further escalation of political risks arising
from matters such as the LIBOR scandal and product mis-selling.

As RBSG and RBS's Long-term IDRs are at their SRFs, three notches
above their 'bbb' VRs, these ratings and their senior debt
ratings are also are sensitive to any change in Fitch's
assumptions around the ability or propensity of the UK government
to provide extraordinary support to them in the event of need.
Over the long-term, the weakening support means RBSG and RBS's
IDRs are likely to factor in a lower level of support and
eventually converge with their VRs.  Given this, Fitch's
assessment of RBS's prospects of realizing its on-going
restructuring objectives and improving its VR to 'a' (i.e. the
current level of its Long-term IDR) will ultimately be crucial to
the trajectory of its IDR.

The timing and interplay of these considerations - weakening
support, measures being taken to improve bank stability and
developments in RBS's standalone risk profile - are thus the
critical IDR rating drivers over the medium- and long-term.

RBS's VR reflects the significant progress which has been made in
improving the bank's overall risk profile, notably in
deleveraging the balance sheet, in building a large and high
quality liquidity reserve, reducing reliance on wholesale
unsecured funding, embracing a stronger risk culture and
improving risk management tools.  These aspects are likely to
remain central tenets of the bank's overall risk profile and
appetite over the medium-term. Nonetheless, it also considers the
risks (mostly credit) associated with its much reduced but still
sizable 'non-core' assets, especially commercial real estate and
Irish portfolios, continuing weak profitability and residual
concentration risks on the asset side of the balance sheet.
Operational, political, legal and reputational risks, (including
implications arising from LIBOR investigations) also act as a
constraint.

Fitch believes that RBSG is well positioned to pursue its
strategic plan thanks to its strong core retail and commercial
franchises and improving governance structures.  Nonetheless, de-
risking and deleveraging, as well as building up liquidity, has
had a negative impact on margins.  This has exacerbated the
pressure on profitability associated with the restructuring
process, including losses on sales, disposals and cleaning up its
loan book.  The group continues to post bottom line losses, even
if earnings in the 'core' bank -- which will become more visible
as the non-core bank continues to wind down -- are sound.  The
reorganization of the group's markets and investment business
announced in Q112 is likely to result in lower earnings
volatility over time, which is ratings-positive.

The loan impairment charge rate is on an improving trajectory but
downside risks still exist given the uncertain operating
environment, continuing problems in the bank's Irish portfolios,
legacy single-name concentrations and CRE sector concentration,
which, while reduced, remain a concern.

Capitalization is satisfactory for the rating level. However, it
needs to be considered in the context of residual concentration
risks and a relatively high level of uncovered non-performing
loans (NPLs) relative to Fitch Core Capital, which exposes the
bank to further falls in collateral values.  The restructuring of
the investment banking business is likely to be positive for
capital as a result of reduced future tail risk and lower capital
absorption associated with such operations.  A return to
sustainable profitability as the non-core operations continue to
wind down is likely to be the most positive development for the
bank's capital flexibility and generation.

On balance, Fitch considers RBSG's VR to be capable of further
improvement over the medium-term.  The extent and pace of any
future upgrade will depend on the likelihood of the group
achieving a further reduction in risk concentrations, improving
profitability and navigating challenges related to the weak
economic outlook, volatile capital markets, the continuing
eurozone crisis and potential litigation costs without weakening
the group's overall franchise, solvency position or strong
liquidity profile.

Downside risk to the bank's VR is more likely to be driven by
external factors than any change in risk appetite.  It would be
most likely to arise due to a sharper and more drawn-out than
anticipated deterioration in the operating environment and the
ensuing asset quality deterioration the bank would face.  A
particularly disruptive or expensive and extended reputational or
litigation event could also create downside risks.

RBSG's VR and VR sensitivities are driven by the same
considerations that underpin the VR of its main banking
subsidiary, RBS, as well as the absence of any double leverage.

Subordinated debt and other hybrid capital issued by RBSG and by
RBS, National Westminster Bank and Royal Bank of Scotland NV are
all notched down from the VRs of RBSG or RBS in accordance with
Fitch's assessment of each instrument's respective non-
performance and relative loss severity risk profiles, which vary
considerably. Their ratings are primarily sensitive to any change
in RBSG's or RBS's VRs.

Rating Drivers and Sensitivities of Subsidiaries:

Royal Bank of Scotland NV (RBS NV) is the former ABN Amro Bank
legal entity, much of whose business acquired by RBS is being
transferred to RBS plc's balance sheet.  Its IDRs are aligned
with those of RBS because of its high operational integration and
the extremely high likelihood it would be supported by RBS if
needed. As such, it cannot be meaningfully analyzed on a
standalone basis (it has no VR) and its IDRs are sensitive to the
same considerations that could affect RBS.  Total assets at end-
2011 were EUR147 billion, mainly debt securities, equities,
structured notes, as well as loans extended in Asia and other
emerging markets.  Most of its UK and European business has been
transferred or are in the process of being transferred to the UK
operations.

National Westminster Bank is a core subsidiary of RBS and, while
a separate legal entity, highly integrated with it operationally.
Fitch believes it cannot be meaningfully analyzed on a standalone
basis (it has no VR), that its overall risk profile is
indistinguishable from that of RBS and that it is hard to
countenance a default of one bank and not the other.  Its IDRs
are thus driven by the same rating drivers and sensitivities as
those of RBS.

Royal Bank of Scotland International Limited (RBSI) provides
offshore banking operations. RBSI's IDRs are the same as those of
its parent RBS, reflecting its ownership, the alignment of risk
management procedures and operating platforms with RBS, and the
close alignment of RBSI's activities with those of the RBS
Group's core UK bank.  In Fitch's opinion there is an extremely
strong likelihood of support being provided by RBS to RBSI should
it ever be required.  Its IDRs are thus driven by the same rating
drivers and sensitivities as those of RBS.

Ulster Bank Ltd (UBL) and its wholly owned subsidiary Ulster Bank
Ireland Limited's (UBIL) IDRs are driven by Fitch's view that its
ultimate shareholder, RBSG, will continue to support them with
additional funding, capital and liquidity as and when required.
RBSG has already injected a substantial amount of capital into
UBL and provides it with around a third of all of its funding
requirements.  Given their low VRs, their IDRs are potentially
sensitive to any change in Fitch's assessment of the ability or
propensity of RBSG to support these subsidiaries.

Fitch believes RBSG's propensity and ability to support UBIL also
to be linked to broad sovereign and associated banking sector
risks in Ireland, not all of which are within RBSG's power to
neutralise. In recognition of this, and given the Negative
Outlook on Ireland's 'BBB+' IDR, Fitch has revised UBIL's Outlook
to Negative from Stable and its ratings are thus also sensitive
to any change in Ireland's sovereign rating.

While UBL's IDRs are still sensitive to any change in Fitch's
assumptions around the propensity or ability of RBSG to provide
it with extraordinary support, its UK domicile and small size on
an unconsolidated basis means RBSG's ability to mitigate default
risks are not constrained by possible specific Irish sovereign
risks.  Its Outlook is thus Stable, mirroring that of RBS.

UBL's VR, at 'ccc', reflects the continued challenging operating
environment in Ireland, the group's over-exposure to the poorly
performing real estate sector and the operating losses still
being reported.  Although the VR may benefit from some
stabilization in the Irish operating environment, this is likely
to be over the longer-term.

Royal Bank of Scotland Securities Inc. (RBSSI) is considered by
Fitch to be a strategically important business within RBS's
Markets and International Banking (M&IB) segment and remains a
significant earnings contributor to the overall group.  As such,
Fitch continues to believe the ratings are closely linked.  RBSSI
also relies on the parent for contingent funding, capital and
liquidity needs and without such support, the rating would be
significantly lower on a stand-alone basis, though the agency
recognizes that it is operated within M&IB holistically and not
on a legal entity basis.

RBSSI's Long-term IDR is notched down from RBS's IDR because the
entity is a foreign subsidiary and support may diminish over
time.  Fitch believes that the UK government will continue to
allow support of RBSSI, but that bank subsidiaries may have
priority in support in an extreme stress scenario.  Furthermore,
over time, the UK government is looking to separate investment
banking from core banking activities, which may reduce support
over time and cause Fitch to revisit the ratings.

Since RBSSI's ratings are driven by its parent RBS, changes to
RBSSI's ratings would move in tandem with RBS's Long- and Short-
term IDRs.  If RBSSI were no longer deemed to be strategically
important or core to RBS, RBSSI's ratings would be downgraded,
potentially by multiple notches.

Rating implications of legislative change

The UK government's Q212 White Paper proposal to ring-fence UK
retail operations could, depending on the shape of
implementation, potentially have major implications for legal
entities' individual funding and risk profiles within the group
and create more rating differentiation between legal entities
within the group than is currently the case.  Uncertainty over
the ultimate implications and how they will be addressed by the
group means it is not yet something that Fitch has directly
factored into legal entity or debt class ratings.  Ratings
implications could be positive or negative, dependent on legal
entity activities, size/scope of operation and risk profiles, the
strength of ring-fences, risk mitigation, group relationships and
support etc.

The full list of rating actions is as follows:

RBSG

  -- Long-term IDR: affirmed at 'A'; Outlook Stable
  -- Senior unsecured debt: affirmed at 'A'
  -- Senior unsecured market linked securities:
     affirmed at 'Aemr'
  -- Short-term IDR: affirmed at 'F1'
  -- Commercial paper: affirmed at 'F1'
  -- Viability Rating: affirmed at 'bbb'
  -- Support Rating: affirmed at '1'
  -- Support Rating Floor: affirmed at 'A'
  -- Subordinated debt: affirmed at 'BB+'
  -- Innovative Tier 1 and Preferred stock: affirmed at 'B+'
  -- USD1.2bn, US780097AH44; GBP200m XS0121856859; USD1bn
  -- US780097AE13 and USD300m US7800978790: affirmed at 'BB-'

RBS

  -- Long-term IDR: affirmed at 'A'; Outlook Stable
  -- Senior unsecured debt: affirmed at 'A'
  -- Senior unsecured market linked securities: affirmed at
'Aemr'
  -- Short-term IDR: affirmed at 'F1'
  -- Commercial paper: affirmed at 'F1'
  -- Viability Rating: affirmed at 'bbb'
  -- Support Rating: affirmed at '1'
  -- Support Rating Floor: affirmed at 'A'
  -- Guaranteed senior long-term debt: affirmed at 'AAA'
  -- Subordinated Lower Tier 2 debt affirmed at 'BBB-'
  -- Subordinated Upper Tier 2 debt affirmed at 'BB'
  -- EUR1bn Dated Subordinated Debt, XS0201065496 affirmed at
     'BB+'

RBS NV

  -- Long-term IDR: affirmed at 'A'; Outlook Stable
  -- Senior unsecured debt: affirmed at 'A'
  -- Senior unsecured market linked securities: affirmed at
     'Aemr'
  -- Short-term IDR: affirmed at 'F1'
  -- Commercial paper and short-term debt: affirmed at 'F1'
  -- Support Rating: affirmed at '1'
  -- Subordinated debt: affirmed at 'BBB-'

RBSI

  -- Long-term IDR: affirmed at 'A'; Outlook Stable
  -- Short-term IDR: affirmed at 'F1'
  -- RBS Holdings USA Inc
  -- Commercial paper: affirmed at 'F1'
  -- National Westminster Bank plc
  -- Long-term IDR: affirmed at 'A'; Outlook Stable
  -- Senior unsecured debt: affirmed at 'A'/ 'F1'
  -- Short-term IDR: affirmed at 'F1'
  -- Support Rating: affirmed at '1'
  -- Support Rating Floor: affirmed at 'A'
  -- Subordinated Lower Tier 2 debt: affirmed at 'BBB-'
  -- Subordinated Upper Tier 2 debt: affirmed at 'BB'

RBS Securities Inc.

  -- Long-term IDR: affirmed at 'A-'; Outlook Stable
  -- Short-term IDR: affirmed at 'F1'

UBL

  -- Long-term IDR: affirmed at 'A-'; Stable Outlook
  -- Short-term IDR: affirmed at 'F1'
  -- Support Rating: affirmed at '1'
  -- Viability Rating: affirmed at 'ccc'

UBIL

  -- Long-term IDR: affirmed at 'A-'; Outlook changed to Negative
     from Stable
  -- Short-term IDR: affirmed at 'F1'
  -- Support Rating: affirmed at '1'
  -- Senior unsecured long term notes: affirmed at 'A-'
  -- Senior unsecured short term notes: affirmed at 'F1'
  -- Commercial paper: affirmed at 'F1'
  -- Subordinated debt: affirmed at 'BBB-'


HYDROPONIC MUSIC: Titanic Lockdown Cancellation Spurs Liquidation
-----------------------------------------------------------------
BBC News reports that Hydroponic Music Limited which had to
abandon a high profile concert planned for the Titanic centenary
celebrations has gone out of business.

According to BBC, the company now owe around GBP240,000 because
of the cancellation.

The Titanic Lockdown festival was due to have been held on 1st
and 2nd June but was cancelled due to poor ticket sales, BBC
discloses.

The company is currently being liquidated, BBC notes.

Hydroponic Music Limited owe GBP140,000 to various artists'
booking agencies, Heineken Ireland are owed GBP34,000 and several
local companies such as security firms, plant hire and riggers
are owed smaller sums, according to BBC.

Only a small number of tickets were sold ahead of the event, all
of which were refunded, BBC says.

Hydroponic Music Limited is a Belfast music promotions company.


WOW FESTIVALS: In Liquidation as WOWfest Festival Cancelled
-----------------------------------------------------------
Matt White at Isle of Wight County Press Online reports that
livelihoods are at risk and businesses could lose tens of
thousands of pounds after Wow Festivals Ltd, the firm behind
WOWfest, went into liquidation.

County Press relates that insolvency company, Silke and Co,
confirmed Wow Festivals, which was due to stage the 18,000-
capacity festival on the outskirts of Shanklin in August, had
been placed into liquidation.

According to the report, Andrew Hunt, of Silke and Co, said a
meeting of creditors and members was planned for today, July 20,
but at this stage it was unlikely refunds would be made.  No
venue for the meeting has been announced, the report notes.

The report adds the Nationwide Caterers Association (NCASS),
which had members who paid a fee for a pitch at the festival,
said many small businesses had lost a considerable amount of
money and several faced losing their livelihoods.  NCASS said the
total losses incurred were likely to be in the tens of thousands,
the report relays.

County Press notes that the organization previously wrote to
WOWfest, stating the terms of conditions of caterers' contracts,
and said they were owed a full refund, minus a GBP50 admin fee,
if the event was cancelled before June 15.

WOWfest was cancelled on June 6 after it failed to pay GBP140,000
up front for policing, fire service and council costs, the report
says.

NCASS contacted the police but was told there would be no
investigation, unless there was evidence of fraudulent behavior
by the organizers, County Press adds.  Trading Standards were
also informed.



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


* BOOK REVIEW: The Health Care Marketplace
------------------------------------------
Author: Warren Greenberg, Ph.D.
Publisher: Beard Books
Softcover: 179 pages
List Price: $34.95
Review by Henry Berry

Greenberg is an economist who analyzes the healthcare field from
the perspective that "health care is a business [in which] the
principles of supply and demand are as applicable . . . as to
other businesses."  This perspective does not ignore or minimize
the question of the quality of health, but rather focuses sharply
on the relationship between the quality of healthcare and
economic factors and practices.

For better or worse, the American healthcare system to a
considerable degree embodies the beliefs, principles, and aims of
a free-market capitalist economic system driven by competition.
In the early sections of The Health Care Marketplace, Greenberg
takes up the question of how physicians and how hospitals compete
in this system.  "Competition among physicians takes place
locally among primary care physicians and on a wider geographical
scale among specialists.  There is competition also between M.D.s
and allied practitioners: for example, between ophthalmologists
and optometrists and between psychiatrists and psychologists.
Regarding competition between physicians in a fee-for-service
practice and those in managed care plans, Greenberg cites
statistics and studies that there was lesser utilization of
healthcare services, such as hospitalization and tests, with
managed care plans.

Some of the factors affecting the economics of different areas of
the healthcare field are self-evident, albeit may be little
recognized or little realized by consumers.  One of these factors
is physician demeanor.  Most readers would see a physician's
demeanor as a type of personality exhibited during the course of
the day.  But after the author notes that "[c]ompetition also
takes place in professional demeanor, location, and waiting
time," the word "demeanor" takes on added meaning. The demeanor
of a big-city plastic surgeon, for example, would be markedly
different from that of a rural pediatrician.  Thus, demeanor has
a relationship to the costs, options, services, and payments in
the medical field, and also a relationship to doctor education
and government funding for public health.

Greenberg does not follow his economic data and summarizations
with recommendations or advice. He leaves it to the policymakers
to make decisions on the basis of the raw economic data and
indisputable factors such as physician demeanor.  Nor does he
take a political position when he selects what data to present or
emphasize.  It is this apolitical, unbiased approach that makes
The Health Care Marketplace of most value to readers interested
in understanding the economics of the healthcare field.

Without question, a thorough understanding of the factors
underlying the healthcare marketplace is necessary before changes
can be made so that the health needs of the public are better
met. Conditions that are often seen as intractable because they
are regarded as social or political problems such as the
overcrowding of inner-city health centers or preferential
treatment of HMOs are, in Greenberg's view, problems amenable to
economic solutions. According to the author, the basic economic
principle of supply-and-demand goes a long way in explaining
exorbitantly high medical costs and the proliferation of
specialists.

Greenberg's rigorous economic analysis similarly yields an
informative picture of the workings of other aspects of the
healthcare field.  Among these are hospitals, insurance, employee
health benefits, technology, government funding of health
programs, government regulation, and long-term health care.  In
the closing chapter, Greenberg applies his abilities as a keen-
eyed observer of the economic workings of the U.S. healthcare
field to survey healthcare systems in three other countries:
Canada, Israel, and the Netherlands.  "An analysis of each of the
three systems will explain the relative doses of competition,
regulation, and rationing that might be used in financing of
health care in the United States," he says.  But even here, as in
his economic analyses of the U.S. healthcare system, Greenberg
remains nonpartisan and does not recommend one of these three
foreign systems over the other.  Instead he critiques the
Canadian, Israel, and Netherlands systems -- "none [of which]
makes use of the employer in the provision of health insurance,"
he says -- to prompt the reader to look at the present state and
future of U.S. healthcare in new ways.

The Health Care Marketplace is not a book of limited interest,
and the author's focus on the economics of the health field does
not make for dry reading.   Healthcare is a central concern of
every individual and society in general.  Greenberg's book
clarifies the workings of the healthcare field and provides a
starting point for addressing its long-recognized problems and
moving down the road to dealing effectively with them.

Warren Greenberg is Professor of Health Economics and Health Care
Sciences at George Washington University, and also a Senior
Fellow at the University's Center for Health Policy Research.
Prior to these positions, in the 1970s he was a staff economist
with the Federal Trade Commission.  He has written a number of
other books and numerous articles on economics and healthcare.


                            *********

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

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

The TCR Europe subscription rate is US$625 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 240/629-3300.


                 * * * End of Transmission * * *