---

        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, March 22, 2013, Vol. 14, No. 58

                            Headlines



B E L G I U M

* BELGIUM: Debt Stabilization in Sight, Fitch Says


C Y P R U S

BANK OF CYPRUS: Fitch Puts Low-B Bonds Ratings on Watch Negative
* CYPRUS: Banks to Stay Shut Until Tuesday; Faces ECB Ultimatum


G E R M A N Y

ADAM OPEL: Seeks Labor Agreement with Bochum Plant Union


G R E E C E

TITLOS PLC: Swap Amendment No Impact on Moody's Ratings


I R E L A N D

CORSAIR FINANCE: Moody's Cuts Rating on Series 13 Notes to Caa3
IRISH BANK: IBRC Serve Legal Papers on Four Former Directors
THOMAS CROSBIE: Webprint Sues Over "Pre-Packaged" Restructuring


L I T H U A N I A

SIAULIU BANKAS: Moody's Affirms 'E+' BFSR; Outlook Developing


L U X E M B O U R G

COOL HOLDING: S&P Assigns 'B+' Corporate Credit Rating
INTELSAT LUXEMBOURG: Moody's Rates $1.5BB Unsecured Notes 'Caa3'


P O L A N D

TVN SA: S&P Affirms 'B+' Corporate Credit Rating; Outlook Stable


R U S S I A

JFC GROUP: Fails to Oust Bankruptcy Administrator


S P A I N

ABENGOA SA: High Leverage Cues Moody's to Downgrade CFR to 'B2'
BANKINTER: Moody's Cuts Ratings on Two Note Classes to 'B3'
FTYME TDA CAM 4: Moody's Cuts Rating on Class C Notes to 'Ca'
MADRID RMBS I: S&P Lowers Rating on Class E Notes to 'CCC-'
MADRID RMBS II: S&P Lowers Rating on Class D Notes to 'CCC+'

MBS BANCAJA: Moody's Junks Ratings on Various Note Classes
REALIA: Creditors Agree to Refinance EUR850 Million Debt
VALENCIA HIPOTECARIO: Moody's Cuts Ratings on Two Notes to 'Caa2'

* SPAIN: Bankruptcies Up 27.1% in 2012, INE Data Show


S W E D E N

TVN FINANCE: Moody's Rates New EUR485MM Senior Notes Issue (P)B1


T U R K E Y

ARCELIK AS: Fitch Assigns 'BB+' Senior Unsecured Rating


U N I T E D   K I N G D O M

EPIC CULZEAN: Fitch Affirms 'CCC' Rating on Class F Notes
FYSHE HORTON: Enters Into Special Administration
GLOBAL SHIP: Reports US$8.1 Million Net Income in Fourth Quarter
MORPHEUS: S&P Cuts Rating on Class D Subordinate Loan to 'CCC-'


X X X X X X X X

* Fitch Publishes Quarterly European Leveraged Loan Chart Book
* BOOK REVIEW: The Oil Business in Latin America: The Early Years


                            *********


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


* BELGIUM: Debt Stabilization in Sight, Fitch Says
--------------------------------------------------
Fitch Ratings says in a newly-published special report that the
Belgian government has made significant progress in reducing the
budget deficit and it expects public debt to peak this year. The
recent Outlook revision on Belgium's 'AA' rating to Stable from
Negative reflects such progress. Fitch has also published a full
country report providing in depth analysis of the Belgian
sovereign rating.

The Belgian government reduced the budget deficit by 0.7pp as
planned, to 3% of GDP (excluding one-off bank support), despite a
0.2pp contraction in real GDP. Additional contingency measures
adopted in March, July and October helped keep the budget on
track and highlighted the government's commitment to meeting its
targets.

Fitch estimates that public debt - Belgium's main rating weakness
- has peaked in 2012-13 at just under 100% of GDP, earlier and
only moderately higher than in France and the UK (both
'AAA'/Negative). We project the public debt-to-GDP ratio will
decline to 80% by 2021 and debt dynamics are relatively robust to
stylized shocks, mainly owing to the relatively favorable
budgetary starting point in 2012 (a primary surplus of 0.5pp of
GDP).

Nonetheless, Belgium's high debt level remains a key weakness by
international comparison as it reduces fiscal headroom in the
event of a shock.

Labour costs in Belgium have outpaced those of its three main
trading partners (Germany, France and the Netherlands) causing
losses in external competitiveness. In Fitch's view, the wage
indexation mechanism will continue to create substantial
increases in unit labour costs. The recent amendment to the
competition act and the changes to consumer price index basket do
not address the competitiveness gap. Moreover, inefficiencies in
the domestic energy market have resulted in higher inflation,
relative to the main trading partners.

Contingent liabilities of 13% of GDP stem from guarantees to the
banking sector. Dexia remains a concern and the Belgian
government has injected capital of EUR2.9 billion (0.8% of GDP)
into Dexia for the second time since the start of the crisis and
provide additional guarantees covering its debt. The impact of
the recapitalization of Dexia on public debt has been offset by
the repayment of a loan by KBC.



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


BANK OF CYPRUS: Fitch Puts Low-B Bonds Ratings on Watch Negative
----------------------------------------------------------------
Fitch Ratings has placed Bank of Cyprus' (BoC; 'B'/Rating Watch
Negative) and Cyprus Popular Bank's (CPB; 'B'/Rating Watch
Negative) Cypriot covered bonds on Rating Watch Negative (RWN),
as follows:

BoC covered bonds (Greek cover pool): 'B' placed on RWN

BoC covered bonds (Cypriot cover pool): 'B+' placed on RWN

CPB covered bonds (Programme I): 'B' placed on RWN

CPB covered bonds (Programme II): 'B+' placed on RWN

KEY RATING DRIVERS

The rating actions follow the placement of BoC and CPB's Issuer
Default Ratings (IDR) on RWN on March 19, 2013 to reflect
downside rating risks arising from the deliberations to impose
losses onto the banks' depositors.

All four programs have a Discontinuity Cap of 0, therefore the
covered bond ratings on a probability of default basis are
equalized with the respective IDRs. Given that all else being
equal, a downgrade of the IDRs would result in a corresponding
downgrade of the covered bonds, the covered bonds have also been
placed on RWN.

BoC (Greek pool) and CPB (Programme I) are secured by Greek
residential mortgages, while BoC (Cypriot pool) and CPB
(Programme II) are secured by Cypriot residential mortgages. The
four programs represent EUR4.55 billion of aggregate rated debt.

In line with Fitch's covered bonds rating methodology, the banks'
Long-term Issuer Default Ratings (IDR) constitute a floor for the
rating of the covered bonds. At the same time, Greece's Country
Ceiling ('B-') applies to programs secured by Greek assets. As
such, the ratings of the Cypriot covered bonds issued by BoC and
CPB and secured by Greek residential mortgage loans remain
equalized with the IDRs of BoC and CPB, and no uplift for
recoveries given default has been granted.

A one-notch uplift is applied to the ratings of BoC's (Cypriot
Pool) covered bonds based on the issuer's unchanged committed
asset percentage level of 90%. For CPB (Programme II), Fitch
relies on the minimum level of overcollateralization (OC)
required by the Cypriot covered bond law (5%) to grant a one-
notch recovery uplift. As such, the ratings of the covered bonds
issued under both programs have been maintained at 'B+'/RWN. The
Fitch breakeven OC corresponding to each programs rating is equal
to the minimum level of 5% required by the Cypriot covered bonds
law.

Rating Sensitivities

All else being equal, a downgrade of BoC or CPB's IDR will lead
to an equivalent downgrade of their covered bonds.


* CYPRUS: Banks to Stay Shut Until Tuesday; Faces ECB Ultimatum
---------------------------------------------------------------
Kerin Hope, Andreas Hadjipapas and Peter Spiegel at The Financial
Times report that banks in Cyprus were ordered to remain shut
until Tuesday as Cypriot and European officials anxiously hunt
for alternatives to an abortive plan to tax bank deposits as part
of a EUR10 billion bailout.

Officials were resurrecting previously discarded proposals as
they attempted to avoid a financial meltdown, the FT relates.
Almost all the back-up plans have proven unpalatable in either
Nicosia, Brussels or Berlin, however, pushing Cyprus closer to a
banking sector collapse that threatened to force it out of the
eurozone, the FT notes.

Eurozone negotiators have revived an alternative plan, originally
advocated by Finland and Germany, that would merge Cyprus' two
largest banks Laiki and Bank of Cyprus, the FT discloses.  It
would also create a new bank that would include all deposits of
under EUR100,000 and a bad bank, the FT states.  The
restructuring would mean far lower recapitalization costs, the FT
says.

However, officials said Nicos Anastasiades, the Cypriot
president, continued to resist the merger plan, known among
negotiators as the "Icelandic solution", since it would put large
uninsured deposits into the bad bank, effectively wiping them
out, the FT relates.

Mr. Anastasiades' continued refusal to accept any losses on large
deposits, many of which are held by Russian nationals, has
befuddled European negotiators, who see such "haircuts" as
central to any compromise solution, the FT states.

"The Cypriots are still rejecting any bank resolution that
involves locking up the uninsured deposits and imposing losses on
them," the FT quotes a senior official involved in the
negotiations as saying.

In case Nicosia has no alternative, Cypriot officials have been
preparing a bank resolution law, since it does not have a legal
structure to wind down failed banks, the FT discloses.  But the
Cypriot government cancelled a parliamentary session on Tuesday
night that was due to debate the legislation and other emergency
measures, including capital controls that some EU officials
believe are indispensable for preventing massive outflows from
Cypriot banks once they reopen, the FT relates.

All Cyprus banks have been closed since Monday, although cash
machines are being refilled, the FT discloses.  The Central Bank
of Cyprus said all banks would remain closed until after the
scheduled holiday on March 25, the FT notes.

The European Commission, one of the members of the so-called
"troika" that negotiates eurozone bailouts, for the first time
publicly acknowledged it had not fully backed the EUR10 billion
package, which would have seized EUR5.8 billion from Cypriot bank
accounts to lower the bailout's price tag, the FT discloses.

"There is no shortage of solutions: the Cypriots have a plan, the
European Commission cooking something else, et cetera," the FT
quotes a senior troika official involved in negotiations as
saying.  "The problem is that either the plans do not add up or
there is no political willingness to deliver them."

According to the FT, the Cypriot interior minister said that a
"Plan B" offered by the Cypriot government to raise cash by
nationalizing the state pension fund and issuing emergency bonds
backed by future revenues from offshore gas discoveries was
rejected by EU and International Monetary Fund negotiators.

                            Ultimatum

Stefan Riecher at Bloomberg News reports that the European
Central Bank said it will cut Cypriot banks off from emergency
funds after March 25 unless the Mediterranean island agrees on a
bailout with the EU and the IMF.

"The Governing Council of the European Central Bank decided to
maintain the current level of Emergency Liquidity Assistance,
ELA, until Monday, March 25, 2013," Bloomberg quotes the
Frankfurt-based ECB as saying in an e-mailed statement on
Thursday.  "Thereafter, ELA could only be considered if an EU/IMF
program is in place that would ensure the solvency of the
concerned banks."

The Cypriot parliament this week rejected a proposed levy on bank
deposits to raise EUR5.8 billion (US$7.5 billion), which euro-
area finance ministers backed as a condition for the country's
bailout, Bloomberg relates.  According to Bloomberg, a bank
holiday in Cyprus has been extended to March 25, giving policy
makers until Monday to find a compromise to prevent a collapse of
the country's banks.

Cypriot banks have relied on ELA funding from their own central
bank since they were cut off from regular ECB refinancing
operations in June following the downgrading of the country's
credit rating by all three major rating firms to junk status,
Bloomberg notes.

The ECB, which must sanction the ELA loans, agreed to a two-month
extension in January, Bloomberg recounts.

The ECB can "only provide emergency liquidity to solvent banks,"
Bloomberg quotes Executive Board member Joerg Asmussen as saying
on Wednesday in an interview with German newspaper Die Zeit.
Mr. Asmussen, as cited by Bloomberg, said that the solvency of
Cypriot banks "can't be considered a given unless an aid package,
which ensures a fast recapitalization of the banking sector, is
agreed soon."



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


ADAM OPEL: Seeks Labor Agreement with Bochum Plant Union
--------------------------------------------------------
Tim Higgins and Dorothee Tschampa at Bloomberg News report that
General Motors Co., seeking to stem losses in Europe by its Opel
brand, was on Wednesday facing a test of the company's turnaround
as workers at its Bochum, Germany, assembly plant consider a
proposal to pare expenses.

The company, which has lost US$18 billion in the region since
1999, has agreed to continue production at the Bochum plant
through 2016, and keep part of the facility open as a parts and
logistics center, saving about 1,200 of the location's 3,000
jobs, Bloomberg discloses.  If workers don't approve the deal, GM
has said it will stop production there after next year, Bloomberg
notes.

The plan is part of a broader strategy by GM to return to break-
even in Europe by mid-decade through cutting costs and increasing
revenue with 23 new Opel products by 2016, including the Mokka
compact sport-utility vehicle, Bloomberg says.

Bloomberg notes that while three of GM's German plants have
already approved a wider labor agreement that guarantees the jobs
of more than 20,000 German workers in exchange for a wage freeze
through 2015, Bochum's union leaders haven't endorsed it.

According to Bloomberg, Rainer Einenkel, the plant's works
council leader, said on Tuesday in a pamphlet Bochum workers was
set to vote on the proposal on Wednesday, March 20.  The plant's
labor leaders have criticized the agreement, saying it fails to
adequately lay out jobs in the future parts production, Bloomberg
relates.

"I frankly don't know how it's going to go," Bloomberg quotes
Steve Girsky, GM vice chairman and chairman of Opel supervisory
board, as saying in an interview on Tuesday at the company's
Detroit headquarters about the vote.  "If it fails, it may cost
us more in the near-term but it may help us in the intermediate
term because car production will end early."

The IG Metall union said March 15 in a statement that union
workers at GM's Ruesselsheim, Kaiserslautern and Dudenhofen
factories voted with majorities exceeding 83% to accept the
reorganization agreement, Bloomberg relates.

As reported by the Troubled Company Reporter-Europe on Jan. 11,
2013, Bloomberg News related that GM's losses in Europe since
1999 have totaled US$17.3 billion.  The Detroit-based carmaker
has a target of bringing the operations to break-even by 2015,
Bloomberg said.  Sales by Opel and its U.K. sister brand Vauxhall
have fallen faster than European industrywide deliveries have
contracted, cutting the divisions' combined market share to 6.7%
in the first 11 months of 2012 from 8.4% for all of 2007,
Bloomberg disclosed.  Opel will stop producing cars at its 3,100-
employee plant in Bochum, Germany, in 2016 in the first shutdown
of an auto plant in the country since World War II, Bloomberg
said.  GM closed a factory in Antwerp, Belgium, in 2010 and is
selling a transmission plant in Strasbourg, France, that employs
about 1,000 people, according to Bloomberg.

Adam Opel GmbH -- http://www.opel.com/-- is General Motors
Corp.'s German wholly owned subsidiary.  Opel started making cars
in 1899.  Opel makes passenger cars (including the Astra, Corsa,
and Vectra) and light commercial vehicles (Combo and Movano).
Its high-performance VXR range includes souped-up versions of
Opel models like the Meriva minivan, the Corsa hatchback, and the
Astra sports compact.  Opel is GM's largest subsidiary outside
North America.



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


TITLOS PLC: Swap Amendment No Impact on Moody's Ratings
-------------------------------------------------------
Moody's Investors Service has determined that the proposed action
of Titlos plc (the "Issuer") to restructure the two swap
agreements it currently has in place with the National Bank of
Greece (the "swap counterparty") into one combined single swap
agreement will not, in and of itself and at this time, result in
a downgrade or withdrawal of the current ratings of the Class A1
notes (the "Notes") issued by the Issuer.

Moody's opinion address only the credit impact of the proposed
action, and Moody's is not expressing any opinion as to whether
the action has, or could have, other non-credit related effects
that may have a detrimental impact on the interests of note
holders and/or counterparties.

Factors identified in the Rating Implementation Guidance,
Framework for De-Linking Hedge Counterparty Risks from Global
Structured Finance Cashflow Transactions published in October
2010 were taken into account in the rating analysis.

Moody's will continue to monitor the ratings of the transaction.
Any change in the ratings will be publicly disseminated by
Moody's through appropriate media.

On March 13, 2012, Moody's downgraded its rating on the notes
issued by Titlos to C(sf) from Ca(sf).



=============
I R E L A N D
=============


CORSAIR FINANCE: Moody's Cuts Rating on Series 13 Notes to Caa3
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of the following
notes issued by Corsair Finance (Ireland) No. 2 Limited-Series
13:

  EUR200M Series 13 Floating Rate Secured Portfolio Credit -
  Linked Notes, Downgraded to Caa3 (sf); previously on Sep 21,
  2011 Downgraded to B3 (sf)

This transaction is a collateralized debt obligation (the
"Collateralized Synthetic Obligation" or "CSO") referencing a
static portfolio of mainly European banks subordinated debt.

Ratings Rationale:

Moody's explained that the rating action is the result of the
overall credit deterioration of the reference portfolio. The
transaction has a 2% exposure to the subordinated debt of SNS
Bank BV which suffered a credit event in February of this year.
In addition more than 40% of the exposures in the portfolio have
suffered downgrades of between four and ten notches since the
last rating action in September 2011. In particular the largest
exposure (4.5%) is the subordinated debt of Bankia which was
downgraded to (P)C in October 2012.

For more information related to the underlying rating action on
the Bankia's subordinated debt, refer to "Moody's takes actions
on 4 Spanish banking groups due to restructuring framework" on
October 5, 2012. Currently the portfolio is exposed to 6.5% of
obligors rated Ca or C excluding the credit events and 6% to
obligors rated in the Caa range. The original 12% credit
enhancement to the tranche currently stands at approximately 7.3%
due to credit events called on the subordinated debts of three
Irish banks included in the portfolio.

Due to the impact of revised and updated key assumptions
referenced in "Moody's Approach to Rating Corporate
Collateralized Synthetic Obligations", key model inputs used by
Moody's in its analysis may be different from the
manager/arranger's reported numbers. In particular, rating
assumptions for all publicly rated corporate credits in the
underlying portfolio have been adjusted for "Review for Possible
Downgrade", "Review for Possible Upgrade", or "Negative Outlook".

Because of the high concentration of subordinated debt in the
reference portfolio, in its base case run Moody's used
subordinated debt ratings as inputs in the CDOROM model to
analyze the portfolio. In the process of determining the final
rating, Moody's took into account the results of sensitivity
analyses. In particular the recovery for subordinated debt was
increased to the level assumed for senior unsecured debt. The
result of this run showed no impact compared to the base case.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by uncertainties of credit
conditions in the general economy to peripheral European
countries, especially as 35% of the portfolio is exposed to
obligors located in Greece, Portugal, Ireland, Spain and Italy.

CSO notes' performance may also be impacted either positively or
negatively by 1) variations over time in default rates for
instruments with a given rating, 2) variations in recovery rates
for instruments with particular seniority/security
characteristics, 3) uncertainty about the default and recovery
correlations characteristics of the reference pool and 4)
divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.
Given the tranched nature of Corporate CSO liabilities, rating
transitions in the reference pool may have leveraged rating
implications for the ratings of the Corporate CSO liabilities,
thus leading to a high degree of volatility. All else being
equal, the volatility is likely to be higher for more junior or
thinner liabilities.

The principal methodology used in this rating was "Moody's
Approach to Rating Corporate Collateralized Synthetic
Obligations" published in September 2009.

In rating this transaction, Moody's used CDOROM to model the cash
flows and determine the loss for each tranche. The Moody's
CDOROM(TM) is a Monte Carlo simulation which takes the Moody's
default probabilities as input. Each corporate reference entity
is modeled individually with a standard multi-factor model
incorporating intra- and inter-industry correlation. The
correlation structure is based on a Gaussian copula. In each
Monte Carlo scenario, defaults are simulated. Losses on the
portfolio are then derived, and allocated to the notes in reverse
order of priority to derive the loss on the notes issued by the
Issuer. By repeating this process and averaging over the number
of simulations, an estimate of the expected loss borne by the
notes is derived. As such, Moody's analysis encompasses the
assessment of stressed scenarios

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


IRISH BANK: IBRC Serve Legal Papers on Four Former Directors
------------------------------------------------------------
Ciaran Hancock at The Irish Times reports that the special
liquidators of Irish Bank Resolution Corporation are believed to
have served legal papers on four former directors of the Irish
Nationwide building society.

It is understood papers were served on Tuesday on former chairman
Michael Walsh, and ex-directors Terence Cooney, Stan Purcell and
David Brophy, the Irish Times relates.

Former managing director Michael Fingleton is also expected to be
served with papers, the Irish Times notes.  It is believed that
representatives for the special liquidators could not establish
contact with Mr. Fingleton to serve him with the legal paperwork,
the Irish Times says.

The former directors are facing legal action in relation to their
stewardship of Irish Nationwide prior to its nationalization in
2010 and subsequent merger with Anglo Irish Bank into IBRC, the
Irish Times discloses.

IBRC filed a plenary summons in the High Court in March 2012 so
its legal action would not be constrained by time limits under
the statute of limitations, the Irish Times notes.

It is understood that the legal action relates to alleged breach
of contract, breach of fiduciary duty and breach of duty of care,
the Irish Times states.

Anglo Irish Bank was an Irish bank headquartered in Dublin from
1964 to 2011.  It went into wind-down mode after nationalization
in 2009.  In July 2011, Anglo Irish merged with the Irish
Nationwide Building Society, with the new company being named the
Irish Bank Resolution Corporation.

Standard & Poor's Ratings Services said that it lowered its long-
and short-term counterparty credit ratings on Irish Bank
Resolution Corp. Ltd. (IBRC) to 'D/D' from 'B-/C'.   S&P also
lowered the senior unsecured ratings to 'D' from 'B-'.  S&P then
withdrew the counterparty credit ratings, the senior unsecured
ratings, and the preferred stock ratings on IBRC.  At the same
time, S&P affirmed its 'BBB+' issue rating on three government-
guaranteed debt issues.

The rating actions follow the Feb. 6, 2013, announcement that the
Irish government has liquidated IBRC.


THOMAS CROSBIE: Webprint Sues Over "Pre-Packaged" Restructuring
---------------------------------------------------------------
Tim Healy at Independent.ie reports that Webprint Concepts Ltd.
is suing over the loss of a multi-year agreement to publish
several newspapers following what it alleges was a "willful" and
"pre-packaged" restructuring of the Thomas Crosbie Holdings (TCH)
media group.

According to Independent.ie, Webprint's managing director claims
that one of the "principal objectives" of the restructuring of
the TCH group was to enable TCH and TCP (Thomas Crosbie Printers
Ltd.) evade their existing contractual obligations to the
printing company.

In an affidavit to the Commercial Court, Webprint MD Donagh
O'Doherty said the net value of the 15-year printing agreement to
Webprint was some EUR22.2 million or around 70% of its income,
Independent.ie relates.

Out of 46 staff at its Mahon Point, Cork, premises, 41 were on a
two day week with some facing possible redundancy as a result of
this "willful scheme" to interfere with its contractual
relations, Independent.ie discloses.

Mr. O'Doherty, as cited by Independent.ie, said that following
the restructuring, it seems the same newspapers are published
under the same titles by the same employees under direction of
the same CEO and by a company owned and controlled by the same
individuals as TCH and funded by the same bank as TCH.  He said
that the only differences resulting from restructuring were the
Irish Times is now publishing the titles, there are unpaid debts
of some suppliers of newsprint and, reportedly, there are pension
obligations of TCH as he had been told of a EUR22 million
deficit, Independent.ie notes.

TCH was placed into receivership this month by its largest
lender, AIB, and Kieran Wallace of KPMG was appointed receiver,
Independent.ie recounts.

Thomas Crosbie Holdings is the company behind the Irish Examiner
and a number of regional newspapers and radio stations.



=================
L I T H U A N I A
=================


SIAULIU BANKAS: Moody's Affirms 'E+' BFSR; Outlook Developing
-------------------------------------------------------------
Moody's Investors Service affirmed the E+ bank financial strength
rating (BFSR, which maps to a b1 on the long-term scale) and the
B1 long-term deposit rating of Siauliu Bankas AB and assigned a
developing outlook.

The rating action was prompted by Siauliu's announcement on
February 23, 2013 that it will acquire at no cost around LTL1.9
billion of assets and LTL2.7 billion of liabilities from Ukio
Bankas (unrated) with the LTL800 million balance being covered by
a contribution by the state Deposit and Investment Insurance Fund
(the Fund). This follows the suspension and subsequent withdrawal
of Ukio's banking license earlier in the month, due to regulatory
concerns. Siauliu's Not-Prime short-term rating was unaffected.

Ratings Rationale:

The ratings affirmation and developing outlook reflects Moody's
view that whilst the transaction is not immediately ratings
positive or negative, there are both positive (in respect of
franchise value, liquidity and efficiency) and negative
(capitalization and integration risks) aspects which could have a
ratings impact in the future.

For example, Moody's believes the transaction will have a
positive impact on Siauliu's franchise value as it will nearly
double the size of the bank and make it the largest domestic
bank, although still behind the large non-domestic market
leaders. Moody's understands that Siauliu will take over around
LTL2.7 billion of guaranteed deposits which, in addition to
strengthening the bank's national presence, also improves the
bank's liquidity position (loan to deposit ratio will improve
from the current level of 80%). As with any acquisition, Moody's
notes that there is some risk of deposit outflow, although the
19.6% part-ownership of Siauliu by the European Bank for
Reconstruction and Development (EBRD) may support depositor
confidence in Siauliu.

Moody's also believes that the transaction will have a beneficial
impact on Siauliu's efficiency in the long-term through
operational synergies, although in the shorter-term transactional
costs will weaken profitability.

More negatively, the transaction will weaken the bank's
capitalization, despite the granting of a EUR20 million (around
LTL69 million) subordinated loan by the EBRD to support the
transaction. This is because the around 90% increase in the
bank's total assets as a result of the transaction far exceeds
the 23% increase in total capital from the subordinated loan.

Additionally, Moody's notes that Siauliu has repaid most of the
remaining portion of a previous EUR30 million convertible loan to
the EBRD. The convertible loan was not included in the
calculations of Siauliu's capital ratios although it constituted
Tier 1 equity if converted and therefore the bank has effectively
traded the option of Tier 1 capital (albeit with a restricted
ability to convert at the option of the EBRD) with Tier 2
capital.

The large size of the transferred business compared to Siauliu's
current operations will also create integration challenges in
Moody's view.

Additionally, Moody's notes the existence of three clauses in the
transfer agreement which create additional uncertainty. Two of
these relate to revaluations of part or all of the assets
transferred after three months and two years respectively, with
Siauliu obligated to make good part or all of the difference if
the revaluations shows that the value of the assets has moved in
its favor. The three month revaluation also requires the Fund to
make good any difference should the asset revaluation move
against Siauliu, although this is capped at LTL800 million which
means that in practice this is unlikely to provide any meaningful
benefit beyond the capital contribution the Fund has already
contributed. The third clause states that if within nine months a
third party makes a higher bid for any of four pre-identified
asset portfolios to Ukio's administrators, the administrators can
accept that bid and buy back the portfolio(s) from Siauliu at the
original value. These clauses mean that for the next two years,
there will be a level of uncertainty as to the exact value and
composition of the assets transferred.

What Could Move The Ratings Up/Down

Positive ratings pressure would likely follow the successful
integration of the new assets and liabilities over a period of
time, combined with continued progress in improving the bank's
profitability, capitalization and reducing related party lending.

Moody's might lower Siauliu's baseline credit assessment of b1 if
the acquisition creates a meaningful negative effect on the
bank's asset quality or capitalization beyond Moody's current
expectations.

Principal Methodology

The principal methodology used in this rating was Moody's
Consolidated Global Bank Rating Methodology published in June
2012.

Unless otherwise stated, all figures shown are from Siauliu
Bankas's annual and interim reports or from press releases by
Siauliu, EDRB or the Lithuanian Central Bank related to the
transaction.

Headquartered in Siauliai, Lithuania, Siauliu Bankas reported
total assets of LTL2.9 billion at end-2012.



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


COOL HOLDING: S&P Assigns 'B+' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services said it assigned its 'B+'
long-term corporate credit rating to Luxemburg-based holding
company Cool Holding Ltd.  The outlook is stable.

At the same time, S&P assigned its 'BB-' rating to the
$460 million and EUR210 million senior secured notes, due 2019,
issued by financing vehicle Altice Financing S.A.  The recovery
rating on these notes is '2', indicating S&P's expectation of
substantial (70%-90%) recovery prospects for noteholders.

S&P assigned its 'B-' rating to the $425 million senior unsecured
notes, due 2020, issued by financing vehicle Altice Finco S.A.
The recovery rating on these notes is '6', indicating S&P's
expectation of negligible (0-10%) recovery prospects for
noteholders.

The rating on Cool reflects S&P's assessment of its financial
risk profile as "highly leveraged," and derives support from
S&P's view of its business risk profile as "satisfactory."

Cool issued US$1.2 billion of new notes in November 2012
primarily to fund the acquisition of the 31% stake that Cool did
not already own in Israeli cable operator Hot Telecommunication
Systems Ltd. (HOT).  S&P also understands that Cool and HOT have
used the notes to refinance some debt at both companies.

Cool's financial risk is constrained by what S&P views as the
above-average complexity of the group's corporate structure, as
well as potential future changes in it, and the possibility of a
transfer of additional assets into a new entity besides HOT in
the future.  At this point, S&P lacks consolidated accounts that
would show the effect of a potential acquisition and the transfer
of new assets that could follow.

The financial risk profile also reflects S&P's forecast that
Cool's Standard & Poor's-adjusted debt-to-EBITDA ratio will
remain above 4.5x for at least the next two years.  S&P also
anticipates that the group's cash flow generation will be
hampered by the negative cash flow resulting from its newly
launched Universal Mobile Telecommunications System (UMTS) third-
generation mobile network, and the group's relatively heavy
capital expenditure (capex) requirements.

However, S&P views the group's interest coverage and post-
transaction leverage as relatively strong for the current rating.

Lastly, S&P anticipates that Cool's efforts to deleverage may
stall due to limited revenue growth in HOT's core pay-TV segment
and more limited debt amortization in the new capital structure.

S&P's assessment of Cool's business risk profile as satisfactory
is supported by HOT's significant presence in the Israeli
telecoms market, with a leading share in the local pay-TV market
and a sizable share of the broadband Internet market.  S&P also
views HOT's network quality and national coverage as key
strengths, compared with many of its cable peers.  The relatively
concentrated nature of the Israeli telecoms market and HOT's
position as one of only two integrated telecoms infrastructure
players are further supports for S&P's assessment of the group's
business risk profile.

These positive factors are somewhat offset by growing regulatory
involvement in the Israeli telecoms market, which is likely to
spur increased pricing pressure in HOT's cable-based operations,
in S&P's view, notably in its pay-TV operations.  S&P also views
the competition from the dominant incumbent player, Bezeq-Israel
Telecommunication Corp. Ltd., as a constraint on HOT's business
risk profile; and S&P thinks that Bezeq could become more
competitive over the mid- to long term as some regulatory
constraints are removed.

HOT's relatively low profitability compared with peers' also
constrains S&P's view of Cool's business risk profile.  S&P views
HOT's entry into the Israeli mobile telecoms market as a mobile
network operator (HOT Mobile) as a key operational risk, and S&P
believes that creating a profitable mobile unit over the medium
term may be a challenge.  This is mainly due to Israel's high
mobile penetration rate, strong competition from the leading
mobile network operators, and current fierce competition in the
market.

Cool is owned by investment fund Altice VII Group (not rated) and
has shareholders in common with French cable operator Ypso
Holding Sarl and other cable operations globally.

The stable outlook reflects S&P's expectations that, in 2013,
Cool will post low single-digit revenue growth, increase its free
cash flow generation on marked improvement at the HOT mobile
unit's performance, and maintain adjusted debt to EBITDA in the
4.5x-5.0x range.  Specifically, the group's ability in the future
to strengthen free cash flow to levels that would cover ongoing
debt amortization requirements (about NIS130 million per year) is
an important consideration in our analysis.

Rating upside is constrained at this stage by the above-average
complexity of the group's corporate structure, in S&P's opinion,
and the risk of further acquisitions.

S&P could lower the rating if operating pressures led to
pronounced decreases in ARPU and EBITDA, holding back the group's
efforts to deleverage and leading to weak free cash flow
generation.  In particular, S&P believes this may happen if
significant negative cash flow persisted at the mobile
operations, resulting in minimal free operating cash flow (less
than NIS100 million), or if the interest burden rises more than
S&P currently assumes.

In addition, a further increase in the group's already complex
corporate structure or an acquisition of sizable assets with
markedly weaker credit quality than Cool, could lead to rating
downside.


INTELSAT LUXEMBOURG: Moody's Rates $1.5BB Unsecured Notes 'Caa3'
----------------------------------------------------------------
Moody's Investors Service assigned a Caa3 rating to Intelsat
(Luxembourg) S.A.'s new US$1.5 billion senior unsecured un-
guaranteed notes issue. Luxemburg is a direct, wholly-owned
subsidiary of Intelsat S.A. which, as the senior-most issuer in
the Intelsat group of companies, is the entity at which Moody's
maintains corporate family and probability of default ratings
(CFR and PDR respectively), both of which were affirmed at Caa1
and Caa1-PD respectively.

As part of the same rating action, the corporate family rating's
outlook was revised to positive from stable and its speculative
grade liquidity rating was upgraded to SGL-2 (indicating good
liquidity) from SGL-3 (indicating adequate liquidity).

Since the new notes refinance a portion of existing notes in the
same legal entity and of the same ranking, they are rated at the
same Caa3 level as the notes they replace. As well, with
Intelsat's consolidated debt not materially affected, the
transaction is leverage-neutral and therefore has no impact on
Intelsat's Caa1 CFR and Caa1-PD PDR. In addition, since the new
notes replace notes of equal value and ranking, the transaction
has no impact on ratings of other debt instruments in the
Intelsat group of companies; all such instrument ratings were
affirmed.

The transaction is another in a sequence that has seen Intelsat
take advantage of historically low interest rates, reducing
interest expense by replacing relatively expensive debt. Despite
an increase in underlying debt, Intelsat's interest carry has
declined dramatically over the past five years. The positive
outlook reflects Moody's expectations of continued refinance
activity and the potential that the company's structural cash
flow deficit may be turned into a surplus.

While the transaction has no impact on liquidity, Intelsat's
speculative grade liquidity rating was upgraded to SGL-2 from
SGL-3 because of three extraordinary items: Intelsat is expecting
some $406 of insurance proceeds from Intelsat 27 (that can be
used to repay debt) which failed at launch, the company is
guiding that 2013 capital expenditures will be US$165 million
lower than what Moody's interprets as average spending, and
customer pre-payments are expected to exceed deferred revenues by
US$100 million, the company will have good liquidity for the next
year.

The following summarizes Moody's ratings actions for Intelsat:

Assignments:

Issuer: Intelsat (Luxembourg) S.A.

  Senior Unsecured Regular Bond/Debenture, Assigned Caa3 (LGD5,
  86%)

Other Ratings:

Issuer: Intelsat S.A.

  Corporate Family Rating, Affirmed at Caa1

  Probability of Default Rating, Affirmed at Caa1-PD

  Speculative Grade Liquidity Rating, changed to SGL-2 from SGL-3

  Outlook, changed to Positive from Stable

  Senior Unsecured Regular Bond/Debenture, Affirmed at Caa3
  (LGD6, 96%)

Issuer: Intelsat (Luxembourg) S.A.

  Senior Unsecured Regular Bond/Debenture, Affirmed at Caa3 with
  the LGD Assessment revised to (LGD5, 86%) from (LGD5, 85%)

Issuer: Intelsat Jackson Holdings S.A.

  Senior Secured Bank Credit Facility, Affirmed at B1 (LGD1, 7%)

  Senior Unsecured Regular Bond/Debenture, Affirmed at B3 with
  the LGD Assessment revised to (LGD3, 43%) from (LGD3, 41%)

  Senior Unsecured Regular Bond/Debenture, Affirmed at Caa2 with
  the LGD Assessment revised to (LGD5, 70%) from (LGD4, 69%)

Ratings Rationale:

Moody's assessment that the company's capital structure is not
sustainable is the primary determinant of Intelsat's Caa1
ratings. Financial leverage is elevated (Debt-to-EBITDA at
December 31, 2012, incorporating Moody's standard adjustments, is
8.2x) as a consequence of debt-financed ownership changes and
significant capital expenditures, and it is not clear that EBITDA
is large enough to fund interest expense, cash taxes, and capital
expenditures. This background also serves to highlight the very
important role that the company's liquidity arrangements play.
With persistent negative/weak free cash generation, having the
resources to address cash flow shortfalls without jeopardizing
overall financing arrangements is crucial, as is the ability to
refinance debts as they come due. The company's strong business
profile supports the rating. Key features are a large 50-plus
satellite fleet covering 99% of the globe's populated regions,
and a stable, predictable, contract-based revenue stream with a
solid $10.7 billion revenue backlog (over 4 years of revenue)
booked with well-regarded customers.

Rating Outlook

The positive outlook reflects expectations of continued refinance
activity that, by reducing interest expense, has the potential to
change the company's structural cash flow deficit into a surplus.

What Could Change the Rating -- Up

A ratings upgrade is not expected until Intelsat can substantiate
the ability to be cash flow self-sustaining. Upon this milestone
being observed/anticipated and supported by trends that are
expected to be sustained, and presuming solid liquidity
arrangements, upwards rating pressure would result.

What Could Change the Rating - Down

With Intelsat's rating influenced by its structural cash flow
deficit, a significant increase in the deficit or a material
deterioration in liquidity would result in adverse ratings
actions.

The principal methodology used in this rating was Global
Communications Infrastructure published in June 2011. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Luxembourg with executive offices in Washington
D.C., Intelsat S.A. is one of the two largest fixed satellite
services operators in the world and is privately held by
financial investors. Annual revenues are approximately US$2.6
billion; EBITDA is approximately US$2.0 billion.



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


TVN SA: S&P Affirms 'B+' Corporate Credit Rating; Outlook Stable
----------------------------------------------------------------
Standard & Poor's Ratings Services said it affirmed its 'B+'
long-term corporate credit rating on Poland-based private TV
broadcaster TVN S.A.  The outlook is stable.

At the same time, S&P affirmed its 'B+' issue ratings on the
existing cumulative EUR593 million senior unsecured notes due
2017, issued by TVN Finance Corporation II AB, and the
EUR175 million senior unsecured notes issued by TVN Finance
Corporation III AB.

S&P assigned its 'B+' issue rating to the proposed EUR485 million
senior unsecured notes issued by TVN Finance Corporation III AB.

The affirmation follows TVN's launch of the proposed
EUR485 million (approximately PLN2,013 million) senior unsecured
notes to be issued by TVN Finance Corporation III.  S&P
understands TVN will use the proceeds from the proposed notes,
together with proceeds from the Onet disposal, to repay its 2017
debt maturity.

Given the sizable "make-whole" premium that TVN has to pay to
repurchase the proposed notes before the callable date, S&P
thinks that its adjusted leverage (debt to EBITDA) ratio for TVN
will be higher than S&P's previously expected, resulting in
slower deleveraging over the next 12 months.  However, S&P
considers that the proposed transaction strengthens TVN's
liquidity position ahead of French TV broadcaster Canal+'s
decision to exercise or not its call options, in 2015 and 2017,
on the remaining stake it doesn't indirectly hold in TVN.

The stable outlook primarily reflects S&P's view that TVN's high
leverage should gradually decrease over the next 12 months and
that free cash flow generation should return to positive healthy
levels during the period, under S&P's base-case assumptions and
following the company's deconsolidation of its pay-TV business
"n".  S&P also factor in its view that TVN will protect its
adequate liquidity position thanks to a balanced acquisition and
dividend policy during the period.  S&P thinks that TVN's
adjusted gross debt to EBITDA will decline toward 5.0x over the
next two years, a level that S&P considers commensurate with the
'B+' rating.

S&P could consider a negative rating action if TVN's operating
performance declined beyond S&P's current expectations for flat
revenues and approximately PLN500 million EBITDA in 2013.  This
could occur in the wake of a sharper drop in Polish advertising
spending than S&P currently expects, preventing a decrease in its
adjusted debt to EBITDA ratio toward 5.5x and keeping FOCF
negative in 2013.  A financial policy that is more aggressive
than S&P anticipates, especially in terms of shareholder
remuneration, could also result in negative rating pressure.

S&P could consider an upgrade if TVN reported sustainable and
positive cash flow, resulting in adjusted FFO to debt of above
15% and adjusted gross debt to EBITDA below 4.5x on a sustainable
basis, and S&P perceived that it consistently maintained a well-
defined and moderate financial policy.  However, S&P sees a
positive rating action as unlikely in the next 12 months.



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


JFC GROUP: Fails to Oust Bankruptcy Administrator
-------------------------------------------------
According to rapsinews.com, the JFC Group has failed in its
efforts to oust its bankruptcy administrator in the St.
Petersburg Commercial Court.

JFC Group is currently involved in a court supervised bankruptcy
procedure, rapsinews.com notes.

The creditor, Raiffeisen Bank, claimed that Dmitry Bubnov, the
temporary administrator of the fruit company, has twice failed to
submit the regular performance reports required by the court as
well as his analysis of the debtor's fiscal status, rapsinews.com
says.

However, according to the court, the bank has not presented any
evidence showing that Bubnov has been negligent, as claimed by
the bank, rapsinews.com relates.  Raiffeisen claimed that
Mr. Bubnov's inaction has entailed, or could have entailed,
losses for the debtor and the creditors, according to
rapsinews.com.

The group's major creditors include the Bank of Moscow, Sberbank,
Promsvyazbank, Uralsib Bank, and Raiffeisen Bank, rapsinews.com
discloses.

The JFC Group is a Russian fruit importer and distributor.



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


ABENGOA SA: High Leverage Cues Moody's to Downgrade CFR to 'B2'
---------------------------------------------------------------
Moody's Investors Service downgraded Abengoa S.A.'s corporate
family rating and probability of default rating to B2 and B2-PD
from B1 and B1-PD respectively.

Moody's also downgraded the ratings on Abengoa's senior unsecured
notes to B2 from B1 issued by Abengoa S.A.and Abengoa Finance
S.A.U. The outlook has been changed to stable.

Downgrades:

Issuer: Abengoa Finance, S.A.U.

  Senior Unsecured Regular Bond/Debenture Nov 1, 2017, Downgraded
  to B2 (LGD3, 45%) from B1 (LGD3, 47%)

  Senior Unsecured Regular Bond/Debenture Feb 5, 2018, Downgraded
  to B2 (LGD3, 45%) from B1 (LGD3, 46%)

Issuer: Abengoa S.A.

  Probability of Default Rating, Downgraded to B2-PD from B1-PD

  Corporate Family Rating, Downgraded to B2 from B1

  Senior Unsecured Regular Bond/Debenture Mar 31, 2016,
  Downgraded to B2 (LGD3, 45%) from B1 (LGD3, 47%)

  Senior Unsecured Regular Bond/Debenture Feb 25, 2015,
  Downgraded to B2 (LGD3, 45%) from B1 (LGD3, 47%)

Outlook Actions:

Issuer: Abengoa Finance, S.A.U.

  Outlook, Changed To Stable From Negative

Issuer: Abengoa S.A.

  Outlook, Changed To Stable From Negative

Ratings Rationale:

The rating action was prompted by Abengoa's high leverage in
fiscal year 2012 both on a consolidated level including non-
recourse debt related to its concession activities (Moody's
adjusted net debt/EBITDA of 9.7x) and based on reported corporate
gross debt (reported gross debt/EBITDA 6.1x) as well as Moody's
reduced expectations of only slow deleveraging over the next 12
to 18 months due to weaker than previously expected EBITDA
generation in 2013.

The persistent high leverage increases Abengoa's vulnerability to
a deterioration in operating performance and cash flow generation
at any of its major divisions. Abengoa guides for consolidated
EBITDA of EUR1,350-EUR1,400 million in 2013 which is below
Moody's previous estimate for 2013 as a result of continued weak
prospects for the biofuels segment in Europe and the US as well
as the negative impact from the recent Spanish regulatory
measures to address the tariff deficit in the Spanish electricity
sector.

While the group's asset disposal strategy could support future
debt reduction, Abengoa might use the proceeds over time to fund
future growth of its concession portfolio. In case of major asset
disposals, Moody's would also consider the resulting balance
between mature and profitable assets versus new investments.

Moody's includes the non-recourse debt related to its concession
business in its credit metrics as the rating agency believes
that, in case of need, the company would likely support the debt
at the concession activities given reputational risks and the
high margins with positive long-term prospects associated with
these activities.

However, Abengoa's B2 rating continues to be supported by the
good medium term revenue and cash flow generation visibility of
its concession activities once in operation which could support
leverage reduction in the long run.

Under its capex plan per December 31, 2012, Abengoa expects to
invest approximately EUR3.2 billion on a consolidated basis in
the period 2013-2015 for the development of its concessions
business. Abengoa will inject equity of EUR856 million (26%) into
these non-recourse projects, with the remainder to be funded by
committed project finance and equity contributions from partners.

Abengoa's liquidity at corporate level is sufficient for its
near-term requirements over the next 12 to 18 months. At 31
December 2012, Abengoa had EUR2.3 billion cash and marketable
securities at corporate level. However, this cash balance
reflects to a significant extent drawings under Abengoa's
syndicated loans of EUR1.8 billion and its liquidity cushion
could deplete in case of unexpected working capital swings.

The recent EUR400 million convertible bond issuance and the
EUR250 million senior unsecure notes issuance in the current year
reduced near-term debt maturities in 2013 (to EUR187 million) and
2014 (to EUR650 million) but Abengoa continues to face sizeable
debt maturities in 2015 (EUR960 million) and 2016 (EUR1.3
billion), requiring continued access to capital markets and roll-
over of its syndicated term loans. Abengoa's debt maturities and
planned committed equity investments in concessions (EUR624
million in 2013) represent the company's main cash needs which
are covered by the cash balance for the next 12 to 18 months.

The covenants in Abengoa's loan agreements cap net corporate
debt/corporate EBITDA (R&D expenses added back) at 3.0x and the
company had sufficient headroom under this covenant at 31
December 2012 (actual level 1.8x). Moody's expects the company
will maintain sufficient headroom under this covenant in future.

Moody's expects that the share of EBITDA from its concession
portfolio will increase over time and will provide for stable
earnings and cash contributions, hence the stable outlook. It
also reflects Moody's expectation that Abengoa will maintain
adequate liquidity and sufficient headroom under financial
covenants.

Other factors considered in the B2 ratings are (1) the weak
macroeconomic environment affecting Spain, where the company is
domiciled and generates approximately 25% of its revenues, and
austerity measures implemented by the government; (2) the high
proportion of the company's engineering and construction (E&C)
projects that require significant equity contributions; (3) the
company's need for continued regulatory support with regard to
its innovation, solar energy generation or power transmission
activities; (4) technical challenges the E&C segment faces to
complete advanced installations on time and on budget, albeit
mitigated by Abengoa's consistent long-term trend track record of
growth and profitability; (5) the diversity of its businesses,
both in terms of industry and geography, with limited
correlation; and (6) management's strategy to enter into new
concessions only once project finance (and partner equity) is
firmly committed.

What Could Change The Rating Up/Down

Abengoa's ratings could be downgraded if the company's liquidity
profile worsens or if the company fails to reduce Moody's
adjusted net consolidated debt/EBITDA to around 8.0x in the next
12 to 18 months (9.7x at 31 December 2012). In the event of any
of these cases, Moody's would take account of the quality of
Abengoa's investments, its financial strategy and the maturity of
its concession portfolio.

Abengoa's ratings could be upgraded if Abengoa reduces leverage
on a sustainable basis evidenced by (1) Abengoa's reported net
corporate debt/EBITDA at or below 3.0x (3.2x at 31 December 2012;
(2) reported gross corporate debt /EBITDA moving below 5.5x (6.1x
at 31 December 2012) and (3) Moody's-adjusted net debt EBITDA
moving comfortably below 7.0x (9.7x at 31 December 2012). In
addition, rating upward pressure would require further
improvements in its liquidity profile with a more balanced debt
maturity profile.

Principal Methodology

The principal methodology used in these ratings was the Global
Heavy Manufacturing Rating Methodology published in November
2009. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Abengoa S.A. is a vertically integrated environment and energy
group whose activities range from engineering & construction and
utility-type operation (via concessions) of solar energy plants,
electricity transmission networks and water treatment plants to
industrial production activities such as biofuels and metal
recycling. Headquartered in Seville, Spain, Abengoa generated
EUR7.8 billion in revenues in 2012, of which 75% came from
outside Spain.


BANKINTER: Moody's Cuts Ratings on Two Note Classes to 'B3'
-----------------------------------------------------------
Moody's Investors Service downgraded by two to six notches the
ratings of ten junior notes and by one notch the ratings of three
senior notes in four Spanish residential mortgage-backed
securities (RMBS) transactions: Bankinter 6, FTA; Bankinter 7,
FTH; Bankinter 8, FTA; and Bankinter 9, FTA.

At the same time, Moody's confirmed the rating of two securities
in Bankinter 9, FTA. Insufficiency of credit enhancement to
address sovereign risk and exposure to counterparty risk have
prompted the action.

The rating action concludes the review of four Spanish RMBS
transactions placed on review on July 2, 2012, following Moody's
downgrade of Spanish government bond ratings to Baa3 from A3 on
June 13, 2012. This rating action also concludes the review of
four Spanish RMBS transactions placed on review on November 23,
2012, following Moody's revision of key collateral assumptions
for the entire Spanish RMBS market.

List Of Affected Ratings

Issuer: Bankinter 6 Fondo De Titulizacion De Activos

  EUR1295.3M A Notes, Downgraded to Baa1 (sf); previously on Nov
  23, 2012 Confirmed at A3 (sf)

  EUR27.7M B Notes, Downgraded to Ba1 (sf); previously on Nov 23,
  2012 Downgraded to Baa1 (sf) and Remained On Review for
  Possible Downgrade

  EUR27M C Notes, Downgraded to B1 (sf); previously on Jul 2,
  2012 Baa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Bankinter 7 Fondo De Titulizacion Hipotecaria

  EUR471.8M A Notes, Downgraded to Baa1 (sf); previously on Jul
  2, 2012 Downgraded to A3 (sf) and Placed Under Review for
  Possible Downgrade

  EUR13M B Notes, Downgraded to Ba2 (sf); previously on Nov 23,
  2012 Downgraded to Baa1 (sf) and Remained On Review for
  Possible Downgrade

  EUR5.2M C Notes, Downgraded to B3 (sf); previously on Jul 2,
  2012 Baa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Bankinter 8 Fondo De Titulizacion De Activos

  EUR1029.3M A Notes, Downgraded to Baa1 (sf); previously on Jul
  2, 2012 Downgraded to A3 (sf) and Placed Under Review for
  Possible Downgrade

  EUR21.4M B Notes, Downgraded to Ba1 (sf); previously on Nov 23,
  2012 Downgraded to Baa1 (sf) and Remained On Review for
  Possible Downgrade

  EUR19.3M C Notes, Downgraded to B1 (sf); previously on Jul 2,
  2012 Baa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Bankinter 9, Fondo De Titulizacion De Activos

  EUR656M A2 (P) Notes, Confirmed at Baa1 (sf); previously on Nov
  23, 2012 Downgraded to Baa1 (sf) and Remained On Review for
  Possible Downgrade

  EUR15.3M B (P) Notes, Downgraded to Ba3 (sf); previously on Nov
  23, 2012 Downgraded to Baa2 (sf) and Remained On Review for
  Possible Downgrade

  EUR7.1M C (P) Notes, Downgraded to B3 (sf); previously on Jul
  2, 2012 Baa3 (sf) Placed Under Review for Possible Downgrade

  EUR244.2M A2 (T) Notes, Confirmed at A3 (sf); previously on Jul
  2, 2012 Downgraded to A3 (sf) and Placed Under Review for
  Possible Downgrade

  EUR17.2M B (T) Notes, Downgraded to Baa3 (sf); previously on
  Nov 23, 2012 Downgraded to Baa1 (sf) and Remained On Review for
  Possible Downgrade

  EUR7M C (T) Notes, Downgraded to Ba2 (sf); previously on Jul 2,
  2012 Baa1 (sf) Placed Under Review for Possible Downgrade

Ratings Rationale:

The rating action primarily reflects the insufficiency of credit
enhancement to address sovereign risk. Moody's confirmed the
ratings of securities whose credit enhancement and structural
features provided enough protection against sovereign and
counterparty risk.

The determination of the applicable credit enhancement driving
the rating actions reflects the introduction of additional
factors in Moody's analysis to better measure the impact of
sovereign risk on structured finance transactions (see
"Structured Finance Transactions: Assessing the Impact of
Sovereign Risk", March 11, 2013.

- Additional Factors Better Reflect Increased Sovereign Risk

Moody's has supplemented its analysis to determine the loss
distribution of securitized portfolios with two additional
factors, the maximum achievable rating in a given country (the
Local Currency Country Risk Ceiling) and the applicable portfolio
credit enhancement for this rating. With the introduction of
these additional factors, Moody's intends to better reflect
increased sovereign risk in its quantitative analysis, in
particular for mezzanine and junior tranches.

The Spanish country ceiling, and therefore the maximum rating
that Moody's will assign to a domestic Spanish issuer including
structured finance transactions backed by Spanish receivables, is
A3. Moody's Individual Loan Analysis Credit Enhancement (MILAN
CE) represents the required credit enhancement under the senior
tranche for it to achieve the country ceiling. By lowering the
maximum achievable rating for a given MILAN, the revised
methodology alters the loss distribution curve and implies an
increased probability of high loss scenarios.

In all four affected transactions, Moody's maintained the current
expected loss and MILAN CE assumptions. Expected loss assumptions
remain at 0.44% for Bankinter 6 FTA, 0.48% for Bankinter 7 FTH,
0.49% for Bankinter 8 FTA, 0.39% for Bankinter 9 FTA (P) and
0.72% for Bankinter 9 FTA (T). The MILAN CE assumptions remain at
12.5% for Bankinter 9 FTA (T) and at 10% for the rest of the
deals.

- Exposure to Counterparty Risk

The conclusion of Moody's rating review also takes into
consideration the exposure to Bankinter (Ba1/NP), acting either
as issuer account bank, swap counterparty or subordinated credit
provider.

The inability of key transaction parties to perform their roles
and difficulty in replacing them in certain stressed scenarios
increase the risk of payment disruption and performance
deterioration in structured finance transactions.

As part of its analysis Moody's assessed the exposure of
Bankinter 7 and Bankinter 9 to Bankinter as swap counterparty.
The revised ratings of the notes, which are driven by the
insufficiency of credit enhancement to address sovereign risk,
are consistent with this exposure.

Bankinter is the Issuer Account Bank for Bankinter 8, however the
guarantee of Credit Agricole CIB mitigates this exposure.

- Other Developments May Negatively Affect the Notes

In consideration of Moody's new adjustments, any further
sovereign downgrade would negatively affect structured finance
ratings through the application of the country ceiling or maximum
achievable rating, as well as potentially increased portfolio
credit enhancement requirements for a given rating.

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

Moody's describes additional factors that may affect the ratings
in "Approach to Assessing Linkage to Swap Counterparties in
Structured Finance Cashflow Transactions: Request for Comment".

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
March 2013.

Other factors used in these ratings are described in "The
Temporary Use of Cash in Structured Finance Transactions:
Eligible Investment and Bank Guidelines" published in March 2013.

In reviewing these transactions, Moody's used ABSROM to model the
cash flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the lognormal distribution
assumed for the portfolio default rate. In each default scenario,
Moody's calculates the corresponding loss for each class of notes
given the incoming cash flows from the assets and the outgoing
payments to third parties and noteholders. Therefore, the
expected loss or EL for each tranche is the sum product of (1)
the probability of occurrence of each default scenario; and (2)
the loss derived from the cash flow model in each default
scenario for each tranche.

As such, Moody's analysis encompasses the assessment of stressed
scenarios.

In the context of the rating review, the transactions have been
remodeled and some inputs have been adjusted to reflect the new
approach.


FTYME TDA CAM 4: Moody's Cuts Rating on Class C Notes to 'Ca'
-------------------------------------------------------------
Moody's Investors Service downgraded by one to six notches the
ratings of four junior notes and confirmed the ratings of five
senior notes in two Spanish asset-backed securities transactions
backed by loans to small and medium-sized enterprises (SME ABS):
FTPYME TDA CAM 4, FTA and FTPYME TDA CAM 7, FTA.

At the same time, Moody's confirmed the ratings of three classes
of notes in FTPYME TDA CAM 2, FTA and one class in FTPYME TDA CAM
9, FTA. Insufficient credit enhancement to address sovereign risk
and exposure to counterparty risk has prompted the action.

This rating action concludes the review for downgrade initiated
by Moody's on July 2, 2012. Banco CAM (rating withdrawn on
December 10, 2012) originated the four SME ABS transactions.

List of Affected Ratings

Issuer: FTPYME TDA CAM 2, FTA

  EUR143.5M Series 1CA Notes, Confirmed at A3 (sf); previously on
  Jul 2, 2012 Downgraded to A3 (sf) and Placed Under Review for
  Possible Downgrade

  EUR41.6M Series 2SA Notes, Confirmed at Ba1 (sf); previously on
  Jul 2, 2012 Ba1 (sf) Placed Under Review for Possible Downgrade

  EUR11.7M Series 3SA Notes, Confirmed at Caa3 (sf); previously
  on Jul 2, 2012 Caa3 (sf) Placed Under Review for Possible
  Downgrade

Issuer: FTPYME TDA CAM 4, Fondo de Titulizacion de Activos

  EUR931.5M A2 Notes, Confirmed at A3 (sf); previously on Jul 2,
  2012 Downgraded to A3 (sf) and Placed Under Review for Possible
  Downgrade

  EUR127M A3(CA) Notes, Confirmed at A3 (sf); previously on Jul
  2, 2012 Downgraded to A3 (sf) and Placed Under Review for
  Possible Downgrade

  EUR66M B Notes, Downgraded to B3 (sf); previously on Jul 2,
  2012 B1 (sf) Placed Under Review for Possible Downgrade

  EUR38M C Notes, Downgraded to Ca (sf); previously on Jul 2,
  2012 Caa3 (sf) Placed Under Review for Possible Downgrade

Issuer: FTPYME TDA CAM 7, FTA

  EUR603.5M A1 Notes, Confirmed at A3 (sf); previously on Jul 2,
  2012 Downgraded to A3 (sf) and Placed Under Review for Possible
  Downgrade

  EUR170M A2(CA) Notes, Confirmed at A3 (sf); previously on Jul
  2, 2012 Downgraded to A3 (sf) and Placed Under Review for
  Possible Downgrade

  EUR123.5M A3 Notes, Confirmed at A3 (sf); previously on Jul 2,
  2012 Downgraded to A3 (sf) and Placed Under Review for Possible
  Downgrade

  EUR63M B Notes, Downgraded to B1 (sf); previously on Jul 2,
  2012 Baa1 (sf) Placed Under Review for Possible Downgrade

  EUR40M C Notes, Downgraded to Caa3 (sf); previously on Jul 2,
  2012 B1 (sf) Placed Under Review for Possible Downgrade

Issuer: FTPYME TDA CAM 9, FTA

  EUR416M Serie A2 (G) Notes, Confirmed at A3 (sf); previously on
  Jul 2, 2012 Downgraded to A3 (sf) and Placed Under Review for
  Possible Downgrade

Ratings Rationale:

The rating action primarily reflects the insufficiency of credit
enhancement to address sovereign risk. All Spanish SME ABS
affected by the rating action are negatively affected by the
introduction of new adjustments to Moody's modeling assumptions
to account for the effect of deterioration in sovereign
creditworthiness. This action also reflects the revision of key
collateral assumptions and increased exposure to lowly rated
counterparties. Moody's confirmed the ratings of securities whose
credit enhancement and structural features provided enough
protection against sovereign and counterparty risk.

The determination of the applicable credit enhancement that
drives the rating actions reflects the introduction of additional
factors in Moody's analysis to better measure the impact of
sovereign risk on structured finance transactions.

- Additional Factors Better Reflect Increased Sovereign Risk

Moody's has supplemented its analysis to determine the loss
distribution of securitized portfolios with two additional
factors, the maximum achievable rating in a given country (the
local currency country risk ceiling) and the applicable portfolio
credit enhancement for this rating. With the introduction of
these additional factors, Moody's intends to better reflect
increased sovereign risk in its quantitative analysis, in
particular for mezzanine and junior tranches.

The Spanish country ceiling is A3, which is the maximum rating
that Moody's will assign to a domestic Spanish issuer including
structured finance transactions backed by Spanish receivables.
The portfolio credit enhancement represents the required credit
enhancement under the senior tranche for it to achieve the
country ceiling. By lowering the maximum achievable rating, the
revised methodology alters the loss distribution curve and
implies an increased probability of high loss scenarios.

Under the updated methodology incorporating sovereign risk on ABS
transactions, loss distribution volatility increases to capture
increased sovereign-related risks. Given the expected loss of a
portfolio and the shape of the loss distribution, the combination
of the highest achievable rating in a country for structured
finance transactions and the applicable credit enhancement for
this rating uniquely determine the volatility of the portfolio
distribution, which the coefficient of variation (CoV) typically
measures for ABS transactions. A higher applicable credit
enhancement for a given rating ceiling or a lower rating ceiling
with the same applicable credit enhancement both translate into a
higher CoV.

- Moody's Revises Key Collateral Assumptions

Moody's maintained its default and recovery rate assumptions for
the four transactions, which it updated on December 18, 2012.
According to the updated methodology, Moody's increased the CoV,
which is a measure of volatility.

For FTPYME TDA CAM 2, the current default assumption is 20% of
the current portfolio and the assumption for the fixed recovery
rate is 60%. Moody's has increased the CoV to 71.2% from 40%,
which combined with the 20% default and 60% recovery assumptions
corresponds to a portfolio credit enhancement of 23%.

For FTPYME TDA CAM 4, the current default assumption is 23% of
the current portfolio and the assumption for the fixed recovery
rate is 52.5%. Moody's has increased the CoV to 67.3% from 41%,
which combined with the 23% default and 52.5% recovery
assumptions corresponds to a portfolio credit enhancement of
26.5%.

For FTPYME TDA CAM 7 and FTPYME TDA CAM 9, the updated default
assumption is 23.5% of the current portfolio and the assumption
for the fixed recovery rate is 55%. Moody's has increased the CoV
to 61% for both transactions from 36% for FTPYME TDA CAM 7 and
30% for FTPYME TDA CAM 9, respectively. This corresponds to
portfolio credit enhancement of 24.5% for both transactions.

- Counterparty Exposure Has Prompted Action

The conclusion of Moody's rating review also takes into
consideration the exposure to Banco CAM, which acts as the
servicer and collection account bank; Bank of Spain (unrated), as
reinvestment account; and CECABANK S.A. (Ba1 review for
downgrade/NP), as swap counterparty.

The rating action incorporates the increased exposure to the
commingling risk because of weakened counterparty credit
worthiness. As servicer, Banco CAM transfers the collections from
portfolios daily from the collection account to the reinvestment
account at Bank of Spain. It subsequently transfers the
collections and reserve funds on quarterly basis from the
reinvestment account to the issuer account at Barclays Bank PLC
(A2/P-1).

As part of its analysis, Moody's also assessed the exposure to
CECABANK as swap counterparty in FTPYME TDA CAM 2, FTPYME TDA CAM
4 and FTPYME TDA CAM 7. Based on the provided information,
CECABANK has been posting cash collateral on a weekly basis. The
revised ratings of the notes, which reflect the insufficiency of
credit enhancement to address sovereign risk, are consistent with
this exposure. There is no swap in FTPYME TDA CAM 9.

- Other Developments May Negatively Affect the Notes

In consideration of Moody's new adjustments, any further
sovereign downgrade would negatively affect structured finance
ratings through the application of the country ceiling or maximum
achievable rating, as well as potentially increased portfolio
credit enhancement requirements for a given rating.

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

Moody's describes additional factors that may affect the ratings
in the Request for Comment, "Approach to Assessing Linkage to
Swap Counterparties in Structured Finance Cashflow Transactions:
Request for Comment", July 2, 2012.

In reviewing these transactions, Moody's used ABSROM to model the
cash flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the inverse normal distribution
assumed for the portfolio default rate. In each default scenario,
Moody's calculates the corresponding loss for each class of notes
given the incoming cash flows from the assets and the outgoing
payments to third parties and noteholders. Therefore, the
expected loss for each tranche is the sum product of the
probability of occurrence of each default scenario; and the loss
derived from the cash flow model in each default scenario for
each tranche.

As such, Moody's analysis encompasses the assessment of stressed
scenarios.

When remodeling the transactions affected by the rating action,
some inputs have been adjusted to reflect the new approach.

Principal Methodologies

The principal methodology used in these ratings was "Moody's
Approach to Rating CDOs of SMEs in Europe", published in February
2007.

The revised approach to incorporating country risk changes into
structured finance ratings forms part of the relevant asset class
methodologies, which Moody's updated and republished or
supplemented on 11 March 2013, along with the publication of its
Special Comment "Structured Finance Transactions: Assessing the
Impact of Sovereign Risk".

Other factors used in these ratings are described in the Rating
Implementation Guidance "The Temporary Use of Cash in Structured
Finance Transactions: Eligible Investment and Bank Guidelines",
published in March 2013.


MADRID RMBS I: S&P Lowers Rating on Class E Notes to 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services has affirmed and removed from
CreditWatch negative its 'A- (sf)' credit rating on MADRID RMBS
I, Fondo de Titulizacion de Activos' class A2 notes.  At the same
time, S&P has lowered its ratings on the class B, C, D, and E
notes.

The rating actions follow S&P's assessment of counterparty risk
and its review of the transaction's performance.

On Nov. 5, 2012, we placed on CreditWatch negative our 'A- (sf)'
rating on the class A2 notes due to the remedy actions to be
taken in relation to the swap provider, Banco Bilbao Vizcaya
Argentaria S.A. (BBVA; BBB-/Negative/A-3).

The swap documents have since then been modified in line with
S&P's 2012 counterparty criteria.  The Royal Bank of Scotland PLC
(RBS; A/Stable/A-1) has now replaced BBVA as the swap provider
(see "Counterparty Risk Framework Methodology And Assumptions,"
published on Nov. 29, 2012).  S&P now consider that swap
counterparty risk does not constrain its rating on the class A2
notes due to the new downgrade provisions and the long-term
rating on RBS as the replacement swap counterparty.

On behalf of MADRID RMBS I, the trustee has entered into a swap
agreement with RBS--the new swap provider since March 2013.  This
swap protects against adverse interest rate resetting and
movements.  MADRID RMBS I pays RBS 12-month EURIBOR (Euro
Interbank Offered Rate) multiplied by the balance of the
performing loans (including loans up to 90 days in arrears) plus
a margin of seven basis points.  MADRID RMBS I receives three-
month EURIBOR on the performing balance of the loans (including
loans up to 90 days in arrears).

In addition to S&P's counterparty risk analysis, it has reviewed
the transaction's performance.  S&P has conducted its credit and
cash flow analysis and analyzed the transaction's structural
features, using the latest available portfolio and structural
features information.

Although MADRID RMBS I had significantly recovered from the
delinquencies it experienced in 2008 and 2009, all arrears
buckets have continued to deteriorate since Q4 2010.  The level
of delinquencies between November 2010 and November 2011 was more
severe than the delinquencies experienced between December 2011
and December 2012.  Madrid RMBS I has always performed below
S&P's Spanish residential mortgage-backed securities (RMBS)
index, but has generally followed the same performance trend.

The transaction's deteriorating performance, which has always
been below the market average, and the continuous reserve fund
draws affect S&P's ratings on the notes.  On the February 2013
payment date, the reserve fund was at just 1.5% of the amount
required under the transaction documents.

Since RBS has replaced BBVA as the transaction's swap provider,
S&P considers that swap counterparty risk no longer constrains
its rating on the class A2 notes, which now reflects the
transaction's performance.  Despite the transaction's
deteriorating performance, in S&P's view, the class A2 notes
still have sufficient credit enhancement to support a 'A- (sf)'
rating.  S&P has therefore affirmed and removed from CreditWatch
negative our 'A- (sf)' rating on the class A2 notes.

S&P's credit and cash flow analysis shows that the credit
enhancement available to the class B and C notes is commensurate
with lower ratings.  S&P has therefore lowered its ratings on the
class B and C notes.

On Feb. 28, 2013, the proportion of defaulted loans (net of
recoveries) was equal to 6.17% of the transaction's closing
balance.  In S&P's opinion, the class D and E notes are unable to
maintain their currently assigned ratings because their
respective interest deferral triggers may be hit over the next 12
to 18 months, if transaction performance continues to
deteriorate.  S&P has therefore lowered its ratings on the class
D and E notes.

Madrid RMBS I is a Spanish residential mortgage-backed securities
(RMBS) transaction that securitizes a portfolio of first-ranking
mortgage loans granted to Spanish residents to buy residential
properties. Bankia S.A. originated the loans.

          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

MADRID RMBS I, Fondo de Titulizacion de Activos
EUR2 Billion Mortgage-Backed Floating-Rate Notes

Rating Affirmed and Removed From CreditWatch Negative

A2          A- (sf)           A- (sf)/Watch Neg

Ratings Lowered

B           BB- (sf)          BB (sf)
C           B- (sf)           B (sf)
D           CCC+ (sf)         B- (sf)
E           CCC- (sf)         CCC (sf)


MADRID RMBS II: S&P Lowers Rating on Class D Notes to 'CCC+'
------------------------------------------------------------
Standard & Poor's Ratings Services has affirmed and removed from
CreditWatch negative its 'A+ (sf)' credit ratings on MADRID RMBS
II, Fondo de Titulizacion de Activos' class A2 and A3 notes.  At
the same time, S&P has lowered its ratings on the class B, C, D,
and E notes.

The rating actions follow S&P's assessment of counterparty risk
and its review of the transaction's performance.

On Nov. 5, 2012, S&P placed on CreditWatch negative its 'A+ (sf)'
ratings on the class A2 and A3 notes due to the remedy actions to
be taken in relation to the swap provider, Banco Bilbao Vizcaya
Argentaria S.A. (BBVA; BBB-/Negative/A-3).

The swap documents have since then been modified in line with
S&P's 2012 counterparty criteria.  The Royal Bank of Scotland PLC
(RBS; A/Stable/A-1) has now replaced BBVA as the swap provider.
S&P now considers that swap counterparty risk does not constrain
its ratings on the class A2 and A3 notes due to the new downgrade
provisions and the long-term ratings on RBS as the replacement
swap counterparty.

On behalf of MADRID RMBS II, the trustee has entered into a swap
agreement with RBS--the new swap provider since March 2013.  This
swap protects against adverse interest rate resetting and
movements.  MADRID RMBS II pays RBS 12-month EURIBOR (Euro
Interbank Offered Rate) multiplied by the balance of the
performing loans (including loans up to 90 days in arrears) plus
a margin of 5.5 basis points.  MADRID RMBS II receives three-
month EURIBOR on the performing balance of the loans (including
loans up to 90 days in arrears).

In addition to S&P's counterparty risk analysis, it has reviewed
the transaction's performance.  S&P has conducted its credit and
cash flow analysis and analyzed the transaction's structural
features, using the latest available portfolio and structural
features information.

Although MADRID RMBS II had significantly recovered from the
delinquencies it experienced in 2008 and 2009, all arrears
buckets have continued to deteriorate since Q4 2010.  The level
of delinquencies between November 2010 and November 2011 was more
severe than the delinquencies experienced between December 2011
and December 2012.  Madrid RMBS II has always performed below
S&P's Spanish residential mortgage-backed securities (RMBS)
index, but has generally followed the same performance trend.

The transaction's deteriorating performance, which has always
been below the market average, and the continuous reserve fund
draws affect S&P's ratings on the notes.  On the February 2013
payment date, the reserve fund was fully drawn.

Since RBS has replaced BBVA as the transaction's swap provider,
S&P considers that swap counterparty risk no longer constrains
its ratings on the class A2 and A3 notes, which now reflects the
transaction's performance.  Despite the transaction's
deteriorating performance, in S&P's view, the class A2 and A3
notes still have sufficient credit enhancement to support a 'A+
(sf)' rating.  S&P has therefore affirmed and removed from
CreditWatch negative its 'A+ (sf)' ratings on the class A2 and,
A3 notes.

S&P's credit and cash flow analysis shows that the credit
enhancement available to the class B and C notes is commensurate
with lower ratings.  S&P has therefore lowered its ratings on the
class B and C notes.

On Feb. 28, 2013, the proportion of defaulted loans (net of
recoveries) was equal to 6.72% of the transaction's closing
balance.  In S&P's opinion, the class D notes are unable to
maintain the currently assigned rating because its interest
deferral trigger may be hit over the next 12 to 18 months, if
transaction performance continues to deteriorate.  S&P has
therefore lowered to 'CCC+ (sf)' from 'B- (sf)' its rating on the
class D notes.

The class E notes' interest deferral trigger was hit in 2009.
Since then, the class E notes' interest has been postponed in the
priority of payments.  On the last payment date, the interest due
on class E notes was not paid.  S&P has therefore lowered to 'D
(sf)' from 'CCC (sf)' its rating on the class E notes.

Madrid RMBS II is a Spanish residential mortgage-backed
securities (RMBS) transaction that securitizes a portfolio of
first-ranking mortgage loans granted to Spanish residents to buy
residential properties.  Bankia S.A. originated the loans.

          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

MADRID RMBS II, Fondo de Titulizacion de Activos
EUR1.8 Billion Mortgage-Backed Floating-Rate Notes

Ratings Affirmed and Removed From CreditWatch Negative

A2          A+ (sf)           A+ (sf)/Watch Neg
A3          A+ (sf)           A+ (sf)/Watch Neg

Ratings Lowered

B           BB- (sf)          BB (sf)
C           B- (sf)           B (sf)
D           CCC+ (sf)         B- (sf)
E           D (sf)            CCC (sf)


MBS BANCAJA: Moody's Junks Ratings on Various Note Classes
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 12 junior and
three senior notes in four Spanish residential mortgage-backed
securities (RMBS) transactions: MBS Bancaja 1, FTA; MBS Bancaja
2, FTA; MBS Bancaja 3, FTA; and MBS Bancaja 4, FTA. At the same
time, Moody's confirmed the ratings of two securities in MBS
Bancaja 1. Insufficiency of credit enhancement to address
sovereign risk has prompted these actions.

The rating action concludes the review of six notes placed on
review on July 2, 2012, following Moody's downgrade of Spanish
government bond ratings to Baa3 from A3 on June 13, 2012. This
rating action also concludes the review of 11 notes placed on
review on November 23, 2012, following Moody's revision of key
collateral assumptions for the entire Spanish RMBS market.

Ratings Rationale:

The rating action primarily reflects the insufficiency of credit
enhancement to address sovereign risk. Moody's confirmed the
ratings of securities whose credit enhancement and structural
features provided enough protection against sovereign and
counterparty risk.

The determination of the applicable credit enhancement driving
The rating actions reflects the introduction of additional
factors in Moody's analysis to better measure the impact of
sovereign risk on structured finance transactions (see
"Structured Finance Transactions: Assessing the Impact of
Sovereign Risk", March 11, 2013).

- Additional Factors Better Reflect Increased Sovereign Risk

Moody's has supplemented its analysis to determine the loss
distribution of securitized portfolios with two additional
factors, the maximum achievable rating in a given country (the
local currency country risk ceiling) and the applicable portfolio
credit enhancement for this rating. With the introduction of
these additional factors, Moody's intends to better reflect
increased sovereign risk in its quantitative analysis, in
particular for mezzanine and junior tranches.

The Spanish country ceiling, and therefore the maximum rating
that Moody's will assign to a domestic Spanish issuer including
structured finance transactions backed by Spanish receivables, is
A3. Moody's Individual Loan Analysis Credit Enhancement (MILAN
CE) represents the required credit enhancement under the senior
tranche for it to achieve the country ceiling. By lowering the
maximum achievable rating for a given MILAN, the revised
methodology alters the loss distribution curve and implies an
increased probability of high loss scenarios.

In all four affected transactions, Moody's maintained the current
expected loss and MILAN CE assumptions. Expected loss assumptions
remain at 0.53% for MBS Bancaja 1, 1.65% for MBS Bancaja 2, 2.6%
for MBS Bancaja 3 and 3.9% for MBS Bancaja 4. The MILAN CE
assumptions remain at 12.5% for MBS Bancaja 1, 12.5% for MBS
Bancaja 2, 15.0% for MBS Bancaja 3 and 15.0% for MBS Bancaja 4.

- Exposure to Counterparty Risk

The conclusion of Moody's rating review also takes into
consideration the exposure to Bankia (Ba2/NP), which still acts
as swap counterparty for the MBS BANCAJA 1 transaction. Moody's
notes that, following the breach of the second rating trigger,
the swap in MBS BANCAJA 1 does not reflect Moody's de-linkage
criteria. The rating agency has assessed the probability and
effect of a default of the swap counterparty on the ability of
the issuer to meet its obligations under the transaction.
Additionally, Moody's has examined the effect of the loss of any
benefit from the swap and any obligation the issuer may have to
make a termination payment. In conclusion, these factors will not
negatively affect the rating on the notes.

- Other Developments May Negatively Affect the Notes

In consideration of Moody's new adjustments, any further
sovereign downgrade would negatively affect structured finance
ratings through the application of the country ceiling or maximum
achievable rating, as well as potentially increased portfolio
credit enhancement requirements for a given rating.

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

Moody's describes additional factors that may affect the ratings
in "Approach to Assessing Linkage to Swap Counterparties in
Structured Finance Cashflow Transactions: Request for Comment".

Principal Methodologies

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework", published in
March 2013.

Other factors used in these ratings are described in "The
Temporary Use of Cash in Structured Finance Transactions:
Eligible Investment and Bank Guidelines", published in March
2013.

In reviewing these transactions, Moody's used its cash flow
model, ABSROM, to determine the loss for each tranche. The cash
flow model evaluates all default scenarios that are then weighted
considering the probabilities of the lognormal distribution
assumed for the portfolio default rate. In each default scenario,
Moody's calculates the corresponding loss for each class of notes
given the incoming cash flows from the assets and the outgoing
payments to third parties and noteholders. Therefore, the
expected loss for each tranche is the sum product of (1) the
probability of occurrence of each default scenario and (2) the
loss derived from the cash flow model in each default scenario
for each tranche.

As such, Moody's analysis encompasses the assessment of stressed
scenarios.

In the context of the rating review, the transactions have been
remodeled and some inputs have been adjusted to reflect the new
approach. In addition, for MBS Bancaja 4, the input for the
cumulative default value to trigger interest deferral on junior
notes has been corrected during the review.

List of Affected Ratings

Issuer: MBS Bancaja 1, FTA

EUR630.6M A Notes, Confirmed at A3 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR14.5M B Notes, Confirmed at A3 (sf); previously on Jul 2, 2012
Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR31.1M C Notes, Downgraded to Baa2 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR13.8M D Notes, Downgraded to Ba2 (sf); previously on Jul 2,
2012 Baa2 (sf) Placed Under Review for Possible Downgrade

Issuer: MBS Bancaja 2, FTA

EUR13.2M B Notes, Downgraded to Baa1 (sf); previously on Nov 23,
2012 Confirmed at A3 (sf)

EUR10.4M C Notes, Downgraded to Baa3 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR8.8M D Notes, Downgraded to Ba3 (sf); previously on Jul 2,
2012 Baa1 (sf) Placed Under Review for Possible Downgrade

EUR13.2M E Notes, Downgraded to Caa1 (sf); previously on Nov 23,
2012 Downgraded to Ba3 (sf) and Remained On Review for Possible
Downgrade

Issuer: MBS BANCAJA 3 Fondo de Titulizacion de Activos

EUR668M A2 Notes, Downgraded to Baa2 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR13.2M B Notes, Downgraded to Ba3 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR11.6M C Notes, Downgraded to Caa1 (sf); previously on Jul 2,
2012 Ba1 (sf) Placed Under Review for Possible Downgrade

EUR7.2M D Notes, Downgraded to Caa3 (sf); previously on Nov 23,
2012 Downgraded to Caa1 (sf) and Remained On Review for Possible
Downgrade

Issuer: MBS BANCAJA 4 Fondo de Titulizacion de Activos

EUR1182.1M A2 Notes, Downgraded to Baa3 (sf); previously on Nov
23, 2012 Downgraded to Baa1 (sf) and Remained On Review for
Possible Downgrade

EUR300M A3 Notes, Downgraded to Baa3 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR30.5M B Notes, Downgraded to B3 (sf); previously on Nov 23,
2012 Downgraded to Baa3 (sf) and Remained On Review for Possible
Downgrade

EUR18.9M C Notes, Downgraded to Caa3 (sf); previously on Nov 23,
2012 Downgraded to B1 (sf) and Remained On Review for Possible
Downgrade

EUR18.5M D Notes, Downgraded to Ca (sf); previously on Nov 23,
2012 Downgraded to Caa1 (sf) and Remained On Review for Possible
Downgrade


REALIA: Creditors Agree to Refinance EUR850 Million Debt
--------------------------------------------------------
Charles Penty at Bloomberg News, citing Cinco Dias, reports that
Realia's creditors agree to refinance about EUR850 million linked
to property development activities.

According to Bloomberg, the newspaper said that Barclays, which
initially opposed refinancing, agrees to refinance its EUR40
million portion, to sell it with haircut.

Reuters' Andres Gonzalez reports that Realia had EUR2.17 billion
(US$2.8 billion) of debt at the end of 2012.  Realia's property
portfolio is worth EUR3.5 billion, with 41% belonging to its
French unit Siic de Paris, Reuters discloses.

The company's debt currently stands at EUR7.9 billion, including
its energy business, or more than seven times its market
capitalization, Reuters notes.

Realia is a Spanish building group.


VALENCIA HIPOTECARIO: Moody's Cuts Ratings on Two Notes to 'Caa2'
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven junior
and four senior notes in four Spanish residential mortgage-backed
securities (RMBS) transactions: Valencia Hipotecario 1, FTA,
Valencia Hipotecario 2, FTH, Valencia Hipotecario 3, FTA and
Valencia Hipotecario 5, FTA. Moody's confirmed the ratings of the
junior notes in Valencia Hipotecario 5, FTA. Insufficiency of
credit enhancement to address sovereign risk has prompted the
action.

The rating action concludes the review of five notes placed on
review on July 2, 2012, following Moody's downgrade of Spanish
government bond ratings to Baa3 from A3 on June 13, 2012. This
rating action also concludes the review of seven notes placed on
review on November 23, 2012, following Moody's revision of key
collateral assumptions for the entire Spanish RMBS market.

List Of Affected Securities

Issuer: Valencia Hipotecario 1 Fondo De Titulizacion De Activos

EUR454.3M A Notes, Downgraded to Baa1 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR11.8M B Notes, Downgraded to Ba2 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR5.9M C Notes, Downgraded to B1 (sf); previously on Jul 2, 2012
Baa3 (sf) Placed Under Review for Possible Downgrade

Issuer: Valencia Hipotecario 2 Fondo de Titulizacion Hipotecario

EUR909.5M A Notes, Downgraded to Baa1 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR21.2M B Notes, Downgraded to Ba3 (sf); previously on Nov 23,
2012 Downgraded to Baa2 (sf) and Remained On Review for Possible
Downgrade

EUR9.4M C Notes, Downgraded to Caa2 (sf); previously on Nov 23,
2012 Downgraded to B3 (sf) and Remained On Review for Possible
Downgrade

Issuer: Valencia Hipotecario 3 Fondo De Titulizacion De Activos

EUR780.7M A2 Notes, Downgraded to Baa2 (sf); previously on Nov
23, 2012 Downgraded to Baa1 (sf) and Remained On Review for
Possible Downgrade

EUR20.8M B Notes, Downgraded to B3 (sf); previously on Nov 23,
2012 Downgraded to Baa3 (sf) and Remained On Review for Possible
Downgrade

EUR9.1M C Notes, Downgraded to Caa2 (sf); previously on Nov 23,
2012 Downgraded to B3 (sf) and Remained On Review for Possible
Downgrade

Issuer: Valencia Hipotecario 5 Fondo De Titulizacion De Activos

EUR468M A Notes, Downgraded to Baa2 (sf); previously on Nov 23,
2012 Downgraded to Baa1 (sf) and Remained On Review for Possible
Downgrade

EUR5M B Notes, Downgraded to B1 (sf); previously on Jul 2, 2012
Ba1 (sf) Placed Under Review for Possible Downgrade

EUR27M C Notes, Confirmed at Caa2 (sf); previously on Jul 2, 2012
Caa2 (sf) Placed Under Review for Possible Downgrade

Ratings Rationale:

The rating action reflects primarily the insufficiency of credit
enhancement to address sovereign risk. Moody's confirmed the
ratings of securities whose credit enhancement and structural
features provided enough protection against sovereign and
counterparty risk.

The determination of the applicable credit enhancement that
drives the rating actions reflects the introduction of additional
factors in Moody's analysis to better measure the impact of
sovereign risk on structured finance transactions (see
"Structured Finance Transactions: Assessing the Impact of
Sovereign Risk", March 11, 2013).

- Additional Factors Better Reflect Increased Sovereign Risk

Moody's has supplemented its analysis to determine the loss
distribution of securitized portfolios with two additional
factors, the maximum achievable rating in a given country (the
Local Currency Country Risk Ceiling) and the applicable portfolio
credit enhancement for this rating. With the introduction of
these additional factors, Moody's intends to better reflect
increased sovereign risk in its quantitative analysis, in
particular for mezzanine and junior tranches.

The Spanish country ceiling, and therefore the maximum rating
that Moody's will assign to a domestic Spanish issuer including
structured finance transactions backed by Spanish receivables, is
A3. Moody's Individual Loan Analysis Credit Enhancement (MILAN
CE) represents the required credit enhancement under the senior
tranche for it to achieve the country ceiling. By lowering the
maximum achievable rating for a given MILAN, the revised
methodology alters the loss distribution curve and implies an
increased probability of high loss scenarios.

- Revision of Key Collateral Assumptions

Moody's has not revised the transactions' key collateral
assumptions and has maintained the lifetime expected loss (EL)
and MILAN CE assumptions revised in November 2012.

Valencia Hipotecario 1, FTA; EL 0.46% and MILAN CE 10.0%

Valencia Hipotecario 2, FTH; EL 2.09% and MILAN CE 10.0%

Valencia Hipotecario 3, FTA; EL 2.53% and MILAN CE 12.5%

Valencia Hipotecario 5, FTA; EL 6.68% and MILAN CE 19.3%

- Exposure to Counterparty

As part of its analysis Moody's assessed the exposure of Valencia
Hipotecario 1, FTA and Valencia Hipotecario 2, FTH to Banco de
Valencia (Ba3/NP, on review for possible upgrade) and of Valencia
Hipotecario 3, FTA to Banco Bilbao Vizcaya Argentaria, S.A.
(Baa3/P-3) acting as swap counterparties. Moody's notes that,
following the breach of the second rating trigger, the swap in
these three transactions does not reflect Moody's de-linkage
criteria. The rating agency has assessed the probability and
effect of a default of the swap counterparty on the ability of
the issuer to meet its obligations under the transaction.
Additionally, Moody's has examined the effect of the loss of any
benefit from the swap and any obligation the issuer may have to
make a termination payment. In conclusion, these factors will not
negatively affect the ratings on the notes in these three
transactions.

- Other Developments May Negatively Affect the Notes

In consideration of Moody's new adjustments, any further
sovereign downgrade would negatively affect structured finance
ratings through the application of the country ceiling or maximum
achievable rating, as well as potentially increased portfolio
credit enhancement requirements for a given rating.

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

Additional factors that may affect the ratings are described in
"Approach to Assessing Linkage to Swap Counterparties in
Structured Finance Cashflow Transactions: Request for Comment".

Principal Methodologies

The principal methodology used in these ratings was Moody's
Approach to Rating RMBS Using the MILAN Framework published in
March 2013.

Other factors used in these ratings are described in "The
Temporary Use of Cash in Structured Finance Transactions:
Eligible Investment and Bank Guidelines", published in March
2013.

In reviewing these transactions, Moody's used ABSROM to model the
cash flows and determine the loss for each tranche. The cash flow
model evaluates all default scenarios that are then weighted
considering the probabilities of the lognormal distribution
assumed for the portfolio default rate. In each default scenario,
the corresponding loss for each class of notes is calculated
given the incoming cash flows from the assets and the outgoing
payments to third parties and noteholders. Therefore, the
expected loss or EL for each tranche is the sum product of (i)
the probability of occurrence of each default scenario; and (ii)
the loss derived from the cash flow model in each default
scenario for each tranche."

As such, Moody's analysis encompasses the assessment of stressed
scenarios.

In the context of the rating review, the transactions have been
remodeled and some inputs have been adjusted to reflect the new
approach. In addition, for Valencia Hipotecario 2, FTH and
Valencia Hipotecario 3 FTA, the input for the principal to pay
interest on junior notes has been corrected during the review.


* SPAIN: Bankruptcies Up 27.1% in 2012, INE Data Show
-----------------------------------------------------
IANS reports that data published by the Spanish National
Institute of Statistics (INE) show families and firms in Spain
declaring bankruptcy rose by 27.1% in 2012 in comparison with
2011.

IANS, citing Xinhua, notes that INE said 2012 saw 8,726
bankruptcies, with companies most affecting as 7,799 enterprises
declared bankruptcy: a 32% increase on 2011, while 927 families
were also declared bankrupt, a fall of 2.7%.

The INE said that 8,222 of the bankruptcies were voluntary, which
is up 27% in comparison with 2011, while 504 were forced, which
meant a 30.2% increase on 2011's figures, IANS relates.

According to IANS, companies in the building sector suffered the
most, accounting for 30.1% of the total, while energy firms made
up 18.5% of the total.

The INE also said that 23.8% of the bankrupt firms had been in
operation for at least 20 years, while 9.9% of the bankrupt firms
were four years or less with the catering industry representing
25.8%, IANS discloses.

This serves to show how the crisis is affecting companies all
across the spectrum in Spain, while highlighting the problems of
those looking to start a new company in times when it is also
difficult to get effective credit lines from banks, IANS states.



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


TVN FINANCE: Moody's Rates New EUR485MM Senior Notes Issue (P)B1
----------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)B1 rating to
TVN's proposed EUR485 million senior notes due 2020 to be issued
by TVN Finance Corporation III AB. Moody's has also affirmed the
B1 corporate family rating and Ba3-PD probability of default
rating of TVN S.A. ("TVN" or "the company"), and the B1 rating on
the 2018 senior notes. The outlook on the ratings has been
changed to negative from stable.

Ratings Rationale:

The B1 CFR reflects (i) TVN's business profile as a leading
private broadcaster in Poland; (ii) the improved adjusted debt to
EBITDA ratio following the proposed refinancing of the 2017 notes
with a lower quantum of 2020 notes (iii) the group's adequate
liquidity position supported by a long-dated debt maturity
profile.

The B1 CFR also takes into account (i) expectations that 2013
could continue to show volatility in the advertising market
following weak operating performance in 2012; (ii) the
flexibility available to TVN through generous bond incurrence
covenants and the absence of bank maintenance covenants, together
with expectations of future dividends (iii) exposure to currency
risk arising from a euro-denominated debt structure.

Although TVN's gross debt will decline following the refinancing,
the change in ratings outlook to negative reflects the higher
than anticipated Moody's adjusted leverage. A portion of the cash
received from the sale of Onet - previously earmarked for
deleveraging -- will effectively be used to finance a substantial
make-whole premium on the 2017 notes. The negative outlook also
signals Moody's expectations that TVN's leverage could remain
above the downward rating guidance trigger of 5.25x in 2013, as
advertising demand remains uncertain given broad macroeconomic
difficulties.

With the deconsolidation of its pay-TV business and the sale of
its online segment, both of which benefited from relatively
stable revenue streams, TVN's business model is now considerably
more exposed to the cyclicality of the advertising market. In
2012 the volatility in the Polish and CEE macro-economic
landscapes had a pronounced negative effect on local budgets of
the multi-national advertisers. This led to TVN reporting a drop
in advertising revenue of around 8.8% in 2012 vs. 2011 which,
given the company's high operating leverage, resulted in a drop
in comparable EBITDA of around 13%. Moody's notes positively the
EBITDA decline was mitigated by a strong focus on cost reduction
and Moody's expects TVN to benefit from the non-programming
related cost savings in the future.

Despite the lack of any revolving credit facility, TVN's
liquidity profile is adequate and supported by the company's cash
balance of PLN 418 million and the substantially lower capex
requirements following the merger of the pay-TV business with
Canal+ Groupe. The company's liquidity profile is also supported
by its long-dated maturity profile with, following the proposed
refinancing, no debt coming due before November 2018. However,
the announced PLN 245 million dividend -- in part intended to
help service holding company debt that is ringfenced from the TVN
group -- will likely result in negative free cash flow generation
in 2013. Future dividend payments could put further pressure on
the company's liquidity profile and ratings should these
materially diminish free cash flow.

The Ba3-PD PDR, one notch above the CFR, incorporates Moody's
assumptions under its LGD methodology of a below-average family
recovery for all-bond debt capital structures while the B1 rating
on TVN's senior notes due 2018 and the (P)B1 rating on the
proposed new senior notes due 2020 -- in line with the CFR --
reflect these notes' unsecured (guaranteed) position within the
group's capital structure. Moody's notes that the incurrence
covenants under both of these notes (a consolidated leverage
ratio of 5.5x for the 2018 notes and a coverage ratio of 2x for
the 2020 notes) as well as the restricted basket allowance
provide significant flexibility in terms of allowable
distributions.

Although positive pressure on the ratings is currently limited, a
stabilization of the outlook could be considered should the
Polish advertising market regain enough positive momentum to
allow TVN's leverage to decrease to below 5.25x and return to
sustainable free cash flow generation.

Further negative pressure on the ratings could develop should (i)
the company experience continued softening in the advertising
market; (ii) TVN's audience share were to show signs of a
structural and persistent decline; or (iii) Moody's believes that
it is unlikely that the company's leverage will fall below 5.25x
during 2014.

The principal methodology used in this rating was the Global
Broadcast and Advertising Related Industries published in May
2012. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.



===========
T U R K E Y
===========


ARCELIK AS: Fitch Assigns 'BB+' Senior Unsecured Rating
-------------------------------------------------------
Fitch Ratings has assigned Arcelik AS a foreign currency senior
unsecured rating of 'BB+', and the company's prospective 5-10
years unsecured notes of up to US$1 billion an expected rating of
'BB+(EXP)'. The final rating of the bond is contingent upon Fitch
receiving final documents conforming to information already
received.

The expected rating for Arcelik's prospective bond is in line
with the company's Issuer Default Rating (IDR) of 'BB+' with a
Stable Outlook.

The notes are expected to be used to refinance exisiting short-
term debt and for general corporate purposes. The notes will be
direct, unconditional, unsubordinated and unsecured obligations
of Arcelik AS and rank parri passu with all other other
outstanding unsecured and unsubordinated obligations of the
company. The bond includes a negative pledge provision binding
Arcelik, as well as financial reporting obligations, restriction
on certain corporate reorganizations, and a covenant limiting
transactions with affiliates that do not comply with an arms-
length principle.

KEY RATING DRIVERS:

Stable Financial Performance

Arcelik's 2012 financial results were broadly stable and within
Fitch's expectations. Strong revenue growth driven by market
share gains was tempered by flat profitability margins as a
result of cost pressures, especially from raw materials. Free
cash flow (FCF) was negative, albeit better than expected, due to
working capital needs resulting from the top line growth. Fitch
expects Arcelik to demonstrate a slight improvement in its 2013
financial metrics, but remain at levels in line with the present
ratings.

High Working Capital Needs

Although much reduced from 2011 levels, Arcelik still had a high
working capital to sales ratio due to the Turkish market practice
of the manufacturer financing a portion of customer purchases.
The company is addressing its working capital management and
Fitch believes there is scope to substantially cut the cash drain
through improved inventory and receivables focus. Effective
working capital management remains key to Arcelik achieving
positive FCF generation.

Strong Growth in International Markets
Arcelik has achieved strong top line growth in the past two years
outside Turkey, taking advantage of more price-conscious
consumers in Western Europe as well as its previous marketing and
distribution network expansion efforts. Further growth in
developed markets in the short to medium term is likely as the
company continues to capitalize on its present momentum and
current market trends, although this may place pressure on
profitability as the company focuses on expanding market share.
We note that the company retains relatively limited geographic
diversity, which restricts the ratings.

Stable Adjusted Leverage

Arcelik's reported leverage is negatively impacted by its higher
than average working capital needs, as a significant portion of
durable goods are sold on credit in Turkey. While this is partly
financed by Arcelik, the consumer credit risk is covered by bank
letters of credit. Fitch adjusts Arcelik's debt by netting off
the debt portion of trade receivables above 60 days of revenues
(approximately TRY1.7bn at end-2012) to enable a more accurate
peer comparison. On this basis, Arcelik's FFO-adjusted leverage
was 2.3x at end-2012 (from 2.1x at end-2011), but is expected to
improve to under 2x at end-2013.

RATING SENSITIVITIES

Positive: Future developments that could lead to positive rating
actions include:

- Significant improvement in business profile
- Reduced structural FX risks
- Receivable-adjusted FFO gross leverage ratio below 1x
- FFO margins consistently above 10%
- FCF margin above 2% on a sustainable basis

Negative: Future developments that could lead to negative rating
action include:

- Receivable-adjusted FFO gross leverage ratio above 2.0x
- EBITDA margins below 10.5%
- Consistently negative FCF



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


EPIC CULZEAN: Fitch Affirms 'CCC' Rating on Class F Notes
---------------------------------------------------------
Fitch Ratings has affirmed Epic (Culzean) plc's Class B, D, E and
F floating-rate notes due 2019 and upgraded the class C notes as
follows:

  GBP24.8m Class B (XS0286456198) affirmed at 'AA-sf'; Outlook
  Stable

  GBP25.8m Class C (XS0286456867) upgraded to 'Asf' from 'A-sf';
  Outlook Stable

  GBP21.8m Class D (XS0286457758) affirmed at 'BBsf+'; Outlook
  Stable

  GBP9.4m Class E (XS0286458723) affirmed at 'Bsf'; Outlook
  Stable

  GBP12m Class F (XS0286459374) affirmed at 'CCCsf'; Recovery
  Estimate RE25%

Key Rating Drivers

The upgrade and affirmations reflect the ongoing stable
performance of the Prime A and Prime B loans as well as the
improved performance of the restructured Friends First loan. The
rating actions further incorporate the significant counterparty
exposure to The Royal Bank of Scotland (RBS, 'A'/Stable/F1) and
the long-dated swaps for the Prime loans.

Through asset sales and a cash sweep, in place since January
2011, the Prime A loan balance has reduced to GBP35.9 million,
from GBP65.8 million at closing in February 2007. Following the
three asset sales between July 2010 and April 2012, the remaining
collateral consists of two retail assets located in London's West
End and South East England as well as one office property in
Westminster. The top two tenants, accounting for almost 93% of
the passing rent, have leases expiring in 2027 and 2030,
respectively, with no break options. The interest coverage ratio
(ICR) currently stands at 1.54x, allowing circa GBP250,000 per
annum of excess cash flow to repay the loan after payments due to
the subordinated tranche.

The GBP20.9 million Prime B loan remains largely unchanged since
the last rating action in March 2012. It is secured on five
retail assets located in London's Kensington High Street, Notting
Hill and Covent Garden. Each asset is fully let to a single
tenant, with lease expiries between 2020 and 2022. Approximately
22% of the income is subject to break options in 2016/2017. The
reported ICR of 1.26x has remained unchanged since the last
rating action.

Both the Prime A and B loans were tranched at origination with
the senior A note securitized in this transaction. Although both
loans have seen decreases in value since closing, they continue
to be moderately leveraged and remain in compliance with their
LTV covenants. The A note/whole loan LTVs are reported at 64%/78%
for Prime A and 66%/83% for Prime B.

Although the loans are hedged for ten years past their maturities
in October 2016, any breakage cost after maturity will be
subordinated to interest and principal. Given the strong lease
profile, Fitch does not expect a term default for either loan.
However, refinancing may prove challenging as the added breakage
cost increases the leverage on both loans to around 100%. Fitch
does not expect losses on the securitized (senior-ranking) loans
in a workout scenario.

The GBP36.9 million Friends First loan failed to repay at its
maturity in April 2011 and a subsequent restructuring extended
the maturity until January 2014. The leases of the former largest
tenant, DLA Properties, were extended by three years until 2022
and all existing break options were removed. In return, the
tenant received significant rental concessions. Despite the
reduced income, the loan maintains an ICR of 1.6x, primarily due
to a reduced swap rate for the new hedging entered into at loan
extension date. The loan also benefits from ongoing cash sweep
amortization.

As part of the restructuring, the LTV covenant was set at 110%,
reducing to 100% in October 2012. However, leverage will only be
tested if the lender calls for a new valuation. Fitch estimates
that the LTV is currently above 100% and expects the loan to
default at its current maturity. A workout would likely result in
losses to the class F notes, barring further restructuring.

Rating Sensitivities

Given the strong reliance on RBS, a downgrade of the counterparty
may trigger a rating action on this synthetic transaction given
the notes' issuance proceeds are likely to be invested in an RBS
account or instrument. On the collateral side, significant
performance deterioration of the Friends First loan, coupled with
an unlikely increase in property yields for the Prime loans,
could affect the ratings of the class D and E notes.


FYSHE HORTON: Enters Into Special Administration
------------------------------------------------
Lindsay Fortado at Bloomberg News reports that the U.K. Financial
Services Authority said in an e-mailed statement on Wednesday
Fyshe Horton Finney Ltd. has entered into special administration
because it is unlikely to be able to pay its debts.

According to Bloomberg, the regulator said that Paul Boyle and
David Clements at Harrisons Business Recovery & Insolvency
(London) Ltd. were named joint administrators.

Fyshe Horton Finney, a small investment firm, has 15 regional
offices.


GLOBAL SHIP: Reports US$8.1 Million Net Income in Fourth Quarter
----------------------------------------------------------------
Global Ship Lease, Inc., reported net income of US$8.12 million
on US$36.16 million of time charter revenue for the three months
ended Dec. 31, 2012, as compared with net income of US$10.86
million on US$39.71 million of time charter revenue for the same
period during the prior year.

For the year ended Dec. 31, 2012, the Company reported net income
of US$31.92 million on US$153.20 million of time charter revenue,
as compared with net income of US$9.07 million on US$156.26
million of time charter revenue during the prior year.

The Company's balance sheet at Dec. 31, 2012, showed US$903.68
million in total assets, US$537.09 million in total liabilities
and US$366.58 million in total stockholders' equity.

Ian Webber, chief executive officer of Global Ship Lease, stated,
"On the strength of our stable business model and a 99%
utilization rate, we generated Adjusted EBITDA of US$23.3 million
for the fourth quarter and continued to de-lever our balance
sheet, repaying an additional US$11.1 million of debt.  With all
of our 17 vessels fully employed on time charters, we generated
Adjusted EBITDA of US$102.2 million during 2012 and utilized our
sizeable cash flow to pay down a total of US$57.9 million of
debt."

Mr. Webber continued, "With an average remaining lease term of
over seven years for our fleet and contracted revenue totaling
US$1 billion, we remain well insulated from the current charter
rate environment.  Further, with supportive credit markets and
having secured relief from our loan-to-value test until December
2014, our top priority is to strengthen our capital structure and
enhance our financial flexibility to create incremental value for
our shareholders.  In the meantime, we will continue to utilize
our cash flow to further de-lever our balance sheet."

A copy of the press release is available for free at:

                        http://is.gd/ZVawrj

                      About Global Ship Lease

London, England-based Global Ship Lease (NYSE: GSL, GSL.U and
GSL.WS) -- http://www.globalshiplease.com/-- is a containership
charter owner.  Incorporated in the Marshall Islands, Global Ship
Lease commenced operations in December 2007 with a business of
owning and chartering out containerships under long-term, fixed
rate charters to world class container liner companies.

Global Ship Lease owns 17 vessels with a total capacity of 66,297
TEU with a weighted average age at June 30, 2010, of 6.3 years.
All of the current vessels are fixed on long-term charters to CMA
CGM with an average remaining term of 8.6 years.  The Company has
contracts in place to purchase two 4,250 TEU newbuildings from
German interests for approximately US$77 million each that are
scheduled to be delivered in the fourth quarter of 2010.  The
Company also has agreements to charter out these newbuildings to
Zim Integrated Shipping Services Limited for seven or eight years
at charterer's option.

As reported in the Dec. 1, 2012, edition of the TCR, Global Ship
Lease disclosed that it had entered into an agreement with its
lenders to waive until Nov. 30, 2012, the requirement under its
credit facility to conduct loan-to-value tests.  The credit
facility requires that loan-to-value, which is the ratio of
outstanding borrowings under the credit facility to the aggregate
charter-free market value of the secured vessels, cannot exceed
75%.

                            *   *    *

This concludes the Troubled Company Reporter's coverage of Global
Ship until facts and circumstances, if any, emerge that
demonstrate financial or operational strain or difficulty at
a level sufficient to warrant renewed coverage.


MORPHEUS: S&P Cuts Rating on Class D Subordinate Loan to 'CCC-'
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'CCC- (sf)' from
'CCC (sf)' its credit rating on Morpheus (European Loan Conduit
No. 19) PLC's class D subordinate loan.  At the same time, S&P
has affirmed its 'D (sf)' rating on the class E subordinate loan.
S&P's ratings on the class A, B, and C notes are unaffected by
the rating actions.

The rating actions reflect S&P's opinion of cash flow disruptions
in the transaction.

These shortfalls are primarily due to the paydown of loans in the
transaction.  As of February 2013, the transaction has paid down
by approximately 91.11%, since closing in August 2004.  On the
February 2013 payment date, the weighted-average loan coupon on
the remaining loan pool was not sufficient to cover issuer
expenses and note interest, which led to interest shortfalls on
the class D and E subordinate loans.  The total cumulative amount
of deferred interest has increased to GBP282,728.26 in February
2013 from GBP225,728.26 in November 2012.

In this transaction, the class D and E subordinate loans are
subject to an available fund cap (AFC).  The AFC reduces interest
payable to these two classes of subordinate loans to the amount
of cash available (after servicing the senior classes of notes),
if the mismatch results from loan repayments.  The difference
between the interest due and the interest payable is deferred
instead of being extinguished.  Therefore, because S&P's ratings
address timely payment of interest, it did not give credit to the
AFC in its analysis.  The transaction parties have confirmed to
S&P that the liquidity facility was not available to cover the
interest shortfalls on the class D or E subordinate loans because
the AFC was activated.

A rise in interest shortfall levels is, in S&P's view, unlikely
to affect its ratings on the class A, B, and C notes.  This is
because the liquidity facility provides adequate protection to
mitigate cash flow disruptions.

S&P's ratings address timely payment of interest, payable
quarterly in arrears, and payment of principal not later than the
legal final maturity date (in November 2029).

S&P has lowered to 'CCC- (sf)' from 'CCC (sf)' its rating on the
class D subordinate loan because it continues to accrue unpaid
interest.  S&P has not lowered its rating on the class D
subordinate loan to 'D (sf)' because the existing interest
shortfall remains minor, in S&P's view.  S&P will continue to
monitor the situation, and it may take further rating action if
interest shortfalls continue.

S&P has affirmed its 'D (sf)' rating on the class E subordinate
loan because it continues to accrue unpaid interest.

Morpheus (European Loan Conduit No. 19) is a commercial mortgage-
backed securities (CMBS) true sale transaction.  At closing, it
was backed by 419 loans secured on mainly U.K. commercial real
estate properties.  As of February 2013, the number of underlying
loans has reduced to 70 (from 71 in November 2012).  The initial
note balance of GBP581.88 million has reduced to GBP51.71
million. The legal maturity date of the notes is in November
2029.

          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

Morpheus (European Loan Conduit No. 19) PLC
GBP581.883 Million Commercial Mortgage Back Floating Rate Notes
And Subordinated
Loans

Class                     Rating            Rating
                          To                From

Rating Lowered

D Loan                    CCC- (sf)         CCC (sf)

Rating Affirmed

E Loan                    D (sf)

Ratings Unaffected

A                         A (sf)/Watch Neg
B                         A (sf)/Watch Neg
C                         A (sf)/Watch Neg



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


* Fitch Publishes Quarterly European Leveraged Loan Chart Book
--------------------------------------------------------------
Fitch Ratings has published its quarterly European leveraged loan
chart book, which illustrates recent trends in European leveraged
loan issuance, maturities, default rates as well as discussions
around the issuers and sectors that are more at risk of a default
as the 2014 maturity wall approaches.

The analysis is based on Fitch's portfolio of credit opinions
(CO) of about 280 European leveraged credits, representing
EUR265 billion of senior and junior loan debt.

COs are private point-in-time assessments of credit risk
principally based on confidential information supplied by
collateralised loan obligation (CLO) investors on individual
borrowers. COs are regularly updated but are not monitored as
public ratings, and there is no relationship with the borrower's
management or owners. They are identified by an '*' after the
rating.

Since 2007 leveraged loan issuance has been limited because of
the need of banks to deleverage and the lack of new CLO issuance.
With bullet maturities of the 2006-2007 deals coming due from
2014 that are coupled with the end of the legacy CLO reinvestment
period and scheduled end of ECB's Long Term Refinancing
Operations (LTRO), refinancing discussions are becoming a more
pressing issue.

Fitch's data and analysis highlights a bifurcation between
issuers with a CO of 'B*' or higher, which are typically larger
issuers that have generated cash flow and deleveraged such that
they are generally capable of finding a refinancing solution in
the high yield market if not an outright exit via IPO, secondary
buyout or strategic sale. The smaller 'B-*' and below issuers
generally reflect smaller companies in challenged sectors that
will need more time to deleverage towards the average multiples
observed in the European high yield bond and loan markets.

The chart book highlights 'at-risk' issuers, or the 23% of the
COs that carry 'B-' or below ratings and Negative Outlooks. These
may have more difficulty addressing principal maturities through
the practice of amending and extending senior loan facilities.
Specifically, the presence of out-of-the money subordinated
lenders, which is the case for 70% of the 'B-*' and below issuers
in Fitch European CO portfolio, may lead to more defaults and the
restructuring of balance sheets to achieve deleveraging.


* BOOK REVIEW: The Oil Business in Latin America: The Early Years
-----------------------------------------------------------------
Author: John D. Wirth, Ed.
Publisher: Beard Books
Paperback: 322 pp. (Reprint)
List price: US$34.95
Buy a copy for yourself and one for a colleague on-line at
http://www.beardbooks.com/beardbooks/oil_business_in_latin_americ
a.html

Review by Gail Owens Hoelscher

This book grew out of a 1981 meeting of the American Historical
Society. It highlights the origin and evolution of the stateowned
petroleum companies in Argentina, Mexico, Brazil, and
Venezuela.

Argentina was the first country ever to nationalize its
petroleum industry, and soon it was the norm worldwide, with the
notable exception of the United States.  John Wirth calls this
phenomenon "perhaps in our century the oldest and most
celebrated of confrontations between powerful private entities
and the state."

The book consists of five case studies and a conclusion, as
follows:

* Jersey Standard and the Politics of Latin American Oil
Production, 1911-30 (Jonathan C. Brown)
* YPF: The Formative Years of Latin America's Pioneer State
Oil Company, 1922-39 (Carl E. Solberg)
* Setting the Brazilian Agenda, 1936-39 (John Wirth)
* Pemex: The Trajectory of National Oil Policy (Esperanza
Duran) 149
* The Politics of Energy in Venezuela (Edwin Lieuwen)
* The State Companies: A Public Policy Perspective (Alfred
H. Saulniers)

The authors assess the conditions at the time they were writing,
and relate them back to the critical formative years for each of
the companies under review.  They also examine the four
interconnecting roles of a state-run oil industry and
distinguish them from those of a private company.  First, is the
entrepreneurial role of control, management, and exploitation of
a nation's oil resources.  Second, is production for the private
industrial sector at attractive prices.  Third, is the
integration of plans for military, financial, and development
programs into the overall industrial policy planning process.
Finally, in some countries is the promotion of social
development by subsidizing energy for consumers and by promoting
the government's ideas of social and labor policy and labor
relations.

The author's approach is "conceptual and policy oriented rather
than narrative," but they provide a fascinating look at the
politics and development of the region.  Mr. Brown provides a
concise history of the early years of the Standard Oil group and
the effects of its 1911 dissolution on its Latin American
operations, as well as power struggles with competitors and
governments that eventually nationalized most of its activities.

Mr. Solberg covers the many years of internal conflict over oil
policy in Argentina and YPF's lack of monopoly control over all
sectors of the oil industry.  Mr. Wirth describes the politics
and individuals behind the privatization of Brazil's oil
industry leading to the creation of Petrobras in 1953.  Mr. Duran
notes the wrangling between provinces and central government in
the evolution of Pemex, and in other Latin American countries.

Mr. Lieuwin discusses the mixed blessing that oil has proven for
Venezuela., creating a lopsided economy dependent on the ups and
downs of international markets.  Mr. Saunders concludes that many
of the then-current problems of the state oil companies were
rooted in their early and checkered histories."  Indeed, he says,
"the problems of the past have endured not because the public
petroleum companies behaved like the public enterprises they
are; they have endured because governments, as public owners,
have abdicated their responsibilities to the companies."

Jonh D. Wirth is Gildred Professor of Latin American Studies at
Standford University.


                            *********

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., Washington, D.C., 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 2013.  All rights reserved.  ISSN 1529-2754.

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

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

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000 or Nina Novak at
202-241-8200.


                 * * * End of Transmission * * *