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

                           E U R O P E

            Thursday, April 11, 2013, Vol. 14, No. 71

                            Headlines



G E R M A N Y

ADAM OPEL: GM to Invest US$5.23 Billion; Union Talks Ongoing


I R E L A N D

MUCKROSS PARK: Sixteen Parties Express Interest in Hotel
SUNDAY BUSINESS: Attracts Four Potential Investors


I T A L Y

LOCAT SV 2005: S&P Lowers Rating on Class C Notes to 'B'


L U X E M B O U R G

EUROPROP SA: S&P Lowers Ratings on 3 Note Classes to 'CCC-'


R U S S I A

METALLOINVEST JSC: Moody's Raises Corp. Family Rating to 'Ba2'
METALLOINVEST JSC: Moody's Upgrades National Scale Rating
RUSHYDRO OJSC: S&P Affirms 'BB+/B' Ratings; Outlook Stable


S L O V E N I A

* SLOVENIA: No Immediate Need of Rescue, Prime Minister Says


S P A I N

BBVA-6 FTPYME: S&P Lowers Rating on Class B Notes to 'CCC-'
BBVA HIPOTECARIO 3: S&P Lowers Rating on Class C Notes to 'BB+'
FTPYME SANTANDER 2: S&P Lowers Rating on Class E Notes to 'BB-'
TDA CAM 5: Moody's Lowers Rating on Class B Notes to 'Caa3'
* SPAIN: Moody's Says Bond Rating Outlook Remains Negative


S W E D E N

DOMETIC GROUP: Moody's Lowers CFR to 'Caa1'; Outlook Stable


U K R A I N E

DTEK FINANCE: Moody's Assigns 'B3' Rating to US$600-Mil. Notes
* UKRAINE: Fails to Reach IMF Bailout Deal; Talks to Continue


U N I T E D   K I N G D O M

COOPER GAY: Moody's Cuts Ratings on First-Lien Facility to 'B1'
HARLEQUIN PROPERTY: Faces Problems with Interest Payments
S DUDLEY: In Administration; Up to 43 Jobs at Risk
TRAVELODGE: Secures Future of 38 Hotels


X X X X X X X X

* EUROPE: Countries Revamp Bankruptcy Laws; Import Ch. 11 Tools
* Upcoming Meetings, Conferences and Seminars


                            *********


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


ADAM OPEL: GM to Invest US$5.23 Billion; Union Talks Ongoing
------------------------------------------------------------
Nico Schmidt and Jeff Bennett at The Wall Street Journal report
that General Motors Co. Chief Executive Dan Akerson, seeking to
quell concerns over the auto maker's future role in Germany,
disclosed plans to invest US$5.23 billion in its Adam Opel and
Vauxhall brands through 2016.

The investment will finance the engineering and building of 23
new or refreshed vehicles that Opel has or would introduce over
the next three years - including a new small car platform being
developed with French partner PSA Peugeot Citroen, the Journal
discloses.

"As a global automotive company GM needs a strong presence in
Europe," the Journal quotes Mr. Akerson as saying on the
sidelines of a GM board meeting in Opel's hometown of
Rsselsheim, Germany.  "GM remains fully supportive of the Opel
turnaround plan and its objective to break-even by mid-decade."

This is the first time the Detroit auto maker's 15-member board
of directors has held a meeting at Opel in 20 years, the Journal
notes.  According to the Journal, turning around the German
operation is critical since it accounted for a majority of GM's
US$1.8 billion loss in Europe last year.

The board meeting and investment come as Mr. Akerson is preparing
to meet this week with German Chancellor Angela Merkel and
national union representatives, the Journal relates.  Although
the auto maker won't comment on what Mr. Akerson will discuss, it
is likely he will be questioned about the company's decision to
close Opel's Bochum, Germany, assembly plant and dismiss its
3,300 workers at the end of 2014, the Journal notes.

GM said last month it would shut the aging plant after workers
rejected a cost-cutting deal the auto maker had hammered out with
union leaders, the Journal recounts.  GM had intended to keep car
production in Bochum until the end of 2016 in exchange for a wage
freeze, the relinquishment of some fringe benefits and other
cost-saving changes to its union contract, the Journal discloses.

The offer also included keeping 1,200 permanent jobs in
warehousing and component production beyond 2016, the Journal
states.  A proposed deal had been worked out by GM management,
including Vice Chairman Stephen Girsky, and representatives of
the IG Metall union in late February, the Journal recounts.
Workers, however, rejected the deal with 76% voting against it,
the Journal discloses.

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 faces an extra challenge as European
carmakers' sales are set to shrink a sixth consecutive year,
Bloomberg noted.  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
disclosed.  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.



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


MUCKROSS PARK: Sixteen Parties Express Interest in Hotel
--------------------------------------------------------
The Irish Times reports that the High Court heard on April 7
sixteen parties have expressed an interest in investing in the
luxury five-star Muckross Park Hotel in Killarney run by
businessman Bill Cullen and his partner Jackie Lavin.

According to the Irish Times, Mr. Justice Peter Charleton was
also told the interim examiner appointed to the hotel last month
believed it has a reasonable prospect of survival as a going
concern.

Gary McCarthy SC, for interim examiner Kieran McCarthy, said 16
"credible" parties have expressed an interest in investing, the
Irish Times relates.  The interim examiner had done a
"significant amount of work" and concurred with the belief of an
independent accountant that the hotel has a reasonable prospect
of survival as a going concern, the Irish Times notes.

Last month, Mr. Justice Charleton ordered a receiver appointed by
ACC Bank to the hotel should be replaced by the interim examiner,
the Irish Times recounts.

Declan Taite, of RSM Farrell Grant Sparks, had been appointed
receiver and manager to Muckross Park Hotel Ltd., Boisdale
Holdings Ltd., Silvermire Properties Ltd. and certain assets of
Bill Cullen just days earlier, the Irish Times discloses.

On Sunday, Declan Murphy, for ACC, said that when the case comes
before the court again on Friday, the bank would argue the court
should decline to hear the examinership application, the Irish
Times relates.

The bank, the Irish Times says, is opposing examinership for a
"variety of reasons".  The bank's opposition hinges on the
ownership of the hotel and lands which, counsel said is part
owned by Mr. Cullen and a company, the Irish Times notes.

According to the Irish Times, appointing the interim examiner to
the hotel last month, Mr. Justice Charleton said he was satisfied
from evidence before him this "fine hotel" has a reasonable
prospect of survival provided certain conditions were met.

Those conditions included securing investment and approval of a
survival scheme from creditors and the court, the Irish Times
says.


SUNDAY BUSINESS: Attracts Four Potential Investors
--------------------------------------------------
Ann O'Loughlin at Irish Examiner reports that the commercial
court heard on Tuesday four contenders have come forward offering
to invest in the Sunday Business Post, which is in examinership.

Mr. Justice Peter Kelly was initially told of 11 written
expressions of interest, Irish Examiner relates.  There are now
four serious contenders who have indicated they are prepared to
invest and have provided proof of funds, Irish Examiner
discloses.

The judge on Tuesday granted an application by the examiner,
Michael McAteer, to extend the time of the protection of the
court to May 15 to allow for the investment offers to be examined
and processed, Irish Examiner relates.

According to Irish Examiner, counsel for the examiner, Rossa
Fanning, BL, said the extension of the protection of the court
was sought to May 15, which would be the 70th day of the
examinership.

Last month, Mr. Justice Peter Kelly confirmed the appointment of
Mr. McAteer of Grant Thornton as examiner to the newspaper owners
and publishers Post Publications Ltd., Irish Examiner recounts.

The court heard that, as a result of Ireland's economic decline,
revenues at the newspaper fell from EUR15.6 million in 2007 to
EUR7.3 million in 2012 -- a 53% drop, Irish Examiner discloses.
Advertising was responsible for the majority of the drop, having
fallen by 68% in that period, Irish Examiner notes.

Mr. Fanning on Tuesday said the extension sought was lengthy but
necessary, Irish Examiner relates.  According to Irish Examiner,
in his progress report to the court, the examiner also said that
an agreement has been reached with Webprint, which continues to
print the newspaper.  The landlord of the Harcourt St offices
where the Sunday Business Post is based said he is also amenable
to negotiation on rent price, Irish Examiner recounts.  In the
report, counsel said, the examiner reiterated his view that the
newspaper continues to have a reasonable prospect of survival and
its cash flow projections were ahead of expectations, according
to Irish Examiner.

Mr. Justice Kelly said he was satisfied that progress had been
made and granted an extension of the examination period to May 15
on the proviso that if there was any change in the situation the
examiner would return to court, Irish Examiner relates.

A creditors meeting is to be held on May 3, at which a rescue
plan for the Sunday Business Post is expected to be presented,
Irish Examiner discloses.

The Sunday Business Post is an Irish national Sunday newspaper.



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


LOCAT SV 2005: S&P Lowers Rating on Class C Notes to 'B'
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Locat SV S.r.l. series 2005's class B and C notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction's outstanding collateral.

Locat SV's series 2005 is an Italian asset-backed securities
(ABS) transaction that closed in November 2005.  Its portfolio
comprises mainly real estate receivables, which account for 97.6%
of the outstanding collateral balance and have a weighted-average
term of 65 months.  Compared with similar Italian ABS
transactions that S&P rates, this transaction is less granular,
with the top one and 10 lessees representing 2.20% and 13.8% of
the outstanding collateral balance, respectively.

According to the March 2013 investor report, at the end of the
latest collection period in March 2013, 1.8% of the pool of
leasing receivables were in arrears for more than 30 days.  This
has been decreasing since the collection period ended in
June 2012, when 7.9% were in arrears.  Considering the high
seasoning of the securitized portfolio (91 months), periodic
gross defaults have been relatively high.  On the last four
interest payment dates, approximately 7.4% of the performing
portfolio had defaulted.  In 2012, the funds available in the
priority of payments were not sufficient to cure defaults, and
the principal deficiency ledger is now EUR9.4 million.  However,
the transaction is not undercollateralized, as EUR195.5 million
of performing principal backs EUR191.0 million of rated notes.

S&P believes the weakening Italian economy is causing a
deterioration in the performance of Italian leasing transactions
such as Locat SV's series 2005.  S&P has therefore revised its
credit assumptions, by increasing its base case default
assumption to 11.4% of the outstanding collateral, in light of
the transaction's deteriorating performance.  Under S&P's
multiples-based rating methodology, it assumes that 17.0% and
8.5% of gross defaults are adequate stresses for 'BBB+' and 'B'
rating scenarios.

Taking into account the available credit enhancement for the
class C and D notes, S&P's analysis indicates that these classes
of notes can now achieve 'BBB+ (sf)' and 'B (sf)' ratings,
respectively.  Accordingly, S&P has lowered its ratings on the
class B and C notes to 'BBB+ (sf)' from 'A (sf)' and 'B (sf)'
from 'BB+ (sf)', respectively.

           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

Locat SV S.r.l.
EUR2 Billion Asset-Backed Floating-Rate Notes Series 2005

Ratings Lowered

B             BBB+ (sf)       A (sf)
C             B (sf)          BB+ (sf)



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


EUROPROP SA: S&P Lowers Ratings on 3 Note Classes to 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'CCC- (sf)' its
credit ratings on EuroProp (EMC) S.A. (Compartment) 1's
(EuroProp) class A, B, and C notes.  At the same time, S&P has
affirmed its 'CCC- (sf)' ratings on the class D and E notes.

The rating actions reflect its view of the increased probability
of a payment default on April 30, 2013, the transaction's legal
final maturity date.

EuroProp is a pan-European commercial mortgage-backed securities
(CMBS) transaction that closed in July 2006.  It was initially
secured against eight loans, seven of which have repaid in full.
The outstanding note balance has reduced to EUR239.39 million,
from EUR648.55 million at closing.  The sole remaining loan, the
Sunrise loan, has been in default since 2010.  The transaction's
legal final maturity date is on April 30, 2013.

                         THE SUNRISE LOAN

The Sunrise loan (100% of the pool) is the only loan left in the
pool and is currently secured by 50 secondary retail properties
throughout Germany (down from 61 properties at closing).  The
current whole-loan balance is EUR494.15 million, which includes
EUR26.25 million in B-notes.  The senior loan is a syndicated
loan, with 50% securitized in this transaction, and 50% in the
DECO 9-Pan Europe 3 PLC transaction.  The transaction's legal
final maturity date is on April 30, 2013.  In contrast, the
maturity date of DECO 9-Pan Europe 3 is July 2017.

The loan was transferred to special servicing on July 6, 2010,
due to the borrower's insolvency, and it matured in January 2011.

The portfolio was last valued in June 2011.  According to the
January 2013 servicer report, the whole-loan loan-to-value (LTV)
ratio is 141.79% and the senior loan LTV ratio is 134.26%.  This
is based on the 2011 reported value of EUR348.50 million.

In January 2013, the servicer reported that of the 50 properties
left in the pool:

   -- Fourteen asset sales were about to be finalized for
      cumulative gross sale proceeds of about EUR55.24 million
      (against a June 2011 market value of EUR73.03 million);

   -- Eight assets were expected to be sold in February 2013,
      with a combined market value of EUR58.04 million against a
      current offer price of EUR57.88 million.

   -- Fifteen were in the advanced stages of due diligence, with
      bids received being EUR102.90 million (against a June 2011
      market value of EUR137.38 million);

   -- Twelve assets were still repositioned before being sold.
      All of these, 12 have received expressions of interest.
      The allocated loan amount of these assets are EUR90,49
      million; and

   -- One asset cannot currently be marketed due to ongoing legal
      proceedings.  The allocated loan amount of this asset is
      EUR19,41 million.

The special servicer is unlikely to work out the Sunrise loan by
legal final maturity on April 30, 2013, in S&P's opinion.  Given
the short-term expected asset recoveries, a full repayment of the
notes by this date is unlikely, in S&P's opinion.

As S&P's ratings address timely payment of interest and repayment
of principal no later than legal final maturity (April 30, 2013),
S&P has lowered to 'CCC- (sf)' its ratings on EuroProp's class A,
B, and C notes.  At the same time, S&P has affirmed its 'CCC-
(sf)' ratings on the class D and E notes.  S&P has taken rating
actions in accordance with its Criteria For Assigning 'CCC+',
'CCC', 'CCC-', And 'CC' Ratings.  S&P would likely lower to 'D
(sf)' all of its ratings in EuroProp if the issuer fails to repay
the notes in full on April 30, 2013 (legal final maturity).  This
would likely be the case even though S&P believes some of the
notes might ultimately be repaid in full after legal final
maturity.

           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

EuroProp (EMC) S.A. (Compartment) 1
EUR648.55 Million Commercial Mortgage-Backed Floating-Rate Notes
Series 4

Ratings Lowered

A          CCC- (sf)             B (sf)
B          CCC- (sf)             B-(sf)
C          CCC- (sf)             CCC (sf)

Ratings Affirmed

D          CCC- (sf)
E          CCC- (sf)



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


METALLOINVEST JSC: Moody's Raises Corp. Family Rating to 'Ba2'
--------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating
and probability of default rating of JSC Holding Company
Metalloinvest to Ba2 and Ba2-PD from Ba3 and Ba3-PD,
respectively. Concurrently, Moody's has upgraded the ratings on
the senior unsecured debt issued by Metalloinvest Finance
Limited, a limited liability company incorporated in Ireland, to
Ba2 (with a loss-given-default (LGD) assessment of LGD4, 52%)
from Ba3. At the same time, Moody's has assigned a provisional
(P)Ba2 rating (with an LGD assessment of LGD4, 52%), to the
proposed senior unsecured notes. It is anticipated that the
company will use net proceeds from the issue and sale of the
notes to refinance existing indebtedness and for general
corporate purposes.

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

"We have upgraded Metalloinvest's rating to Ba2 primarily because
of the stabilization of the company's shareholder base following
the acquisition of own its shares in 2012, its strong
profitability despite the challenging market conditions in 2012
and the recovery in iron ore prices since the end of last year,"
says Denis Perevezentsev, a Moody's vice-president and lead
analyst for Metalloinvest.

Ratings Rationale:

The upgrade of Metalloinvest's CFR to Ba2 reflects (1) the
stabilization of Metalloinvest's shareholder base following the
acquisition of own its shares in 2012; (2) the company's strong
profitability despite the challenging market conditions in 2012;
(3) the recovery in iron ore prices since the end of 2012; (4)
the increased proportion of the company's domestic sales that are
generated under long-term contracts; and (5) the company's focus
on organic growth and disposal of non-core assets.

Moody's rating action is based on the assumption that
Metalloinvest will continue generating positive free cash flows
and that, following acquisition of its own shares, the company
will maintain a conservative finance policy and will reduce debt.
Moody's also notes that despite the growing proportion of its
sales that the company generates in Russia and the Commonwealth
of Independent States (CIS) and the recovery in iron ore prices,
demand for iron ore products remains constrained by weaknesses in
end-user steel markets, which are in structural oversupply
globally.

The (P)Ba2 rating assigned to the notes is equivalent to
Metalloinvest's CFR. Moody's ranks the proposed notes pari passu
with other unsecured debt of Metalloinvest. The transaction
structure for the new notes envisages a holding company guarantee
alongside upstream guarantees of Metalloinvest's main
subsidiaries. The noteholders will benefit from certain covenants
made by Metalloinvest, including limitation on incurrence of
indebtedness, liens and mergers, and a financial covenant of net
debt/EBITDA not exceeding 3.5x.

Metalloinvest's Ba2 CFR reflects the company's long-life reserve
base and its historically good profitability, as measured by an
average three-year EBIT margin of 30%. In addition, Metalloinvest
benefits from its integrated steel business model (the steel
plant is just 26 kilometers from the Lebedinsky Mining and
Processing Plant (Lebedinsky GOK), with iron ore concentrate
supplied to the plant as a main raw material input via the slurry
pipeline at negligible transportation cost), with a large share
of niche and value-added products -- pellets and hot briquetted
iron (HBI) -- the prices for which are less volatile than iron
ore concentrate.

Moody's notes that Metalloinvest has increased its more
profitable shipments to the Russian and CIS customers (52% in
2012 vs. 34% in 2011) via long-term contracts, which reinforces
the company's leading position in the domestic market and
contributes to the stability of operating results. Moody's also
notes positively that the company generated significant positive
free cash flow (FCF) in 2011 and 2012 (despite the acquisition of
its own shares), thus representing a material improvement from
the period 2009-10. The disposal of non-core transportation and
oil and gas assets in 2012 partially counterbalanced the negative
cash flow impact of the share buyback.

Metalloinvest's rating also incorporates Moody's expectation that
the iron ore price recovery, which commenced at the beginning of
2013, will be sustainable despite the recent significant
volatility in iron ore prices, and that the company's management
will continue to focus on debt reduction and organic growth
following the completion of the share buyback. Furthermore,
Metalloinvest is a low-cost producer of iron ore, pellets and
HBI, supported by extensive iron ore reserves. The rating agency
understands that the company is implementing an investment
program aimed at enhancing production quality and
competitiveness, and increasing the volume of value-added pellets
and HBI production.

Metalloinvest's rating is primarily constrained by (1) the
company's limited business diversification as all its core iron
ore production assets are located in the same region in Russia;
(2) its high exposure to iron ore; (3) its dependence on the
business cycle of the steel industry; and (4) the risks related
to the company's concentrated ownership structure including
related-party transactions and/or pro-shareholder finance
policies (high level of dividends and/or share buybacks).

Metalloinvest's US$3 billion acquisition of 24% of its own shares
from Bank VTB, JSC (Baa1, rating under review for downgrade) and
shareholders at year-end 2012 contributed to the stability of the
company's shareholder base, which is of particular importance in
the Russian business environment. However, the increased debt
level related to the aforementioned transaction limits
Metalloinvest's headroom under the current rating category and
will constrain any positive rating pressure until the company is
able to deleverage its balance sheet.

What Could Change the Rating Up/ Down

Positive pressure could be exerted on Metalloinvest's rating if
the company maintains debt/EBITDA below 2.0x and FCF/debt above
20% on a sustained basis. Moody's expects to see further
improvement in corporate governance practices and curtailment of
related party transactions.

Conversely, negative pressure could be exerted on the rating if
the company's debt/EBITDA exceeds 2.8x on a sustained basis and
FCF/debt turns negative as a result of deteriorating iron ore
prices and/or significant pro-shareholder actions in the form of
generous dividend payouts, share buybacks or other related-party
transactions.

Principal Methodology

The principal methodology used in rating Metalloinvest was the
Global Mining Industry Methodology published in May 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.

Metalloinvest is a leading Russian mining company, the largest
Eurasian producer of high quality iron ore and HBI, one of the
largest pellets producers globally and the largest regional
supplier with a significant domestic market share in terms of
iron ore concentrate, pellets and HBI. The company has a
diversified customer base in Europe, the Middle East and Asia.
The company has one of the largest iron ore reserves in the world
with a reserve life of about 150 years. In addition, it is the
fifth-largest steel producer in Russia. Its steel products
include bridge steel, plates, bearing steel, steel for automotive
and hardware industries and tubular billets.

Metalloinvest has significant iron ore production facilities in
Russia, in its Lebedinsky (LGOK) and Mikhailovsky (MGOK) mines.
As of July 1, 2010, the company's reserves stood at 14.9 billion
tons (on a Joint Ore Reserves Committee [JORC] code basis).
Furthermore, Metalloinvest has a diversified customer base in
Europe, the Middle East and Asia.

The company's steel mills include the OEMK Plant and Ural Steel
and a ferrous scrap unit, Ural Scrap Company. The company also
supplies raw materials to production facilities, provides
maintenance services.

In 2012, the company produced 39.8 million tons of iron ore, 22.6
million tons of pellets, 5.2 million tons of HBI/direct reduced
iron (DRI), 2.1 million tons of hot metal and 5.6 million tons of
crude steel. The company reported revenue of US$8.2 billion for
12 months ending December 31, 2012.

As of March 31, 2013, the company's largest shareholder was USM
Steel & Mining Group Limited, (35%), Seropaem Holdings Limited
(21%), USM Investments Limited (20%) controlled jointly by Mr.
Usmanov, Mr. Skoch and Mr. Moshiri with the remaining 24% being
held by the company's subsidiary Metalloinvest Limited.


METALLOINVEST JSC: Moody's Upgrades National Scale Rating
---------------------------------------------------------
Moody's Interfax Rating Agency upgraded JSC Holding Company
Metalloinvest's national scale rating to Aa2.ru from Aa3.ru. The
outlook on the rating was changed to stable from positive.
Moody's Interfax is majority-owned by Moody's Investors Service.

Ratings Rationale:

Moody's Interfax's upgrade of the NSR of Metalloinvest follows
MIS's upgrade of the company's corporate family rating to Ba2
with a stable outlook.

Metalloinvest is a leading Russian mining company, the largest
Eurasian producer of high quality iron ore and hot-briquetted
iron, one of the largest pellets producers globally and the
largest regional supplier with a significant domestic market
share in terms of iron ore concentrate, pellets and HBI. The
company has one of the largest iron ore reserves in the world
with a reserve life of about 150 years. In addition, it is the
fifth-largest steel producer in Russia. Its steel products
include bridge steel, plates, bearing steel, steel for automotive
and hardware industries and tubular billets.

Metalloinvest has significant iron ore production facilities in
Russia, in its Lebedinsky (LGOK) and Mikhailovsky (MGOK) mines.
As of July 1, 2010, the company owned one of the world's largest
iron ore reserves, with 14.9 billion tons (on a Joint Ore
Reserves Committee [JORC] code basis). Furthermore, Metalloinvest
has a diversified customer base in Europe, the Middle East and
Asia.

The company's steel mills include the OEMK Plant and Ural Steel
and a ferrous scrap unit, Ural Scrap Company. The company also
supplies raw materials to production facilities, provides
maintenance services.

In 2012, the company produced 39.8 million tons of iron ore, 22.6
million tons of pellets, 5.2 million tons of HBI/direct reduced
iron (DRI), 2.1 million tons of hot metal and 5.6 million tons of
crude steel. The company reported revenue of US$8.2 billion for
12 months ending December 31, 2012.

As of March 31, 2013, the company's largest shareholder was USM
Steel & Mining Group Limited, (35%), Seropaem Holdings Limited
(21%), USM Investments Limited (20%) controlled jointly by Mr.
Usmanov, Mr. Skoch and Mr. Moshiri with the remaining 24% being
held by the company's subsidiary Metalloinvest Limited.

Principal Methodology

The principal methodology used in these ratings was the Global
Mining Industry published in May 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.

Moody's Interfax Rating Agency's National Scale Ratings (NSRs)
are intended as relative measures of creditworthiness among debt
issues and issuers within a country, enabling market participants
to better differentiate relative risks. NSRs differ from Moody's
global scale ratings in that they are not globally comparable
with the full universe of Moody's rated entities, but only with
NSRs for other rated debt issues and issuers within the same
country. NSRs are designated by a ".nn" country modifier
signifying the relevant country, as in ".ru" for Russia.


RUSHYDRO OJSC: S&P Affirms 'BB+/B' Ratings; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
outlook on Russian power utility RusHydro (OJSC) to stable from
negative.  At the same time, S&P affirmed the 'BB+' long-term and
'B' short-term corporate credit ratings and the 'ruAA+' Russia
national scale ratings, as well as the issue ratings on related
debt.

The outlook revision reflects S&P's view that RusHydro will
likely comfortably maintain its consolidated debt leverage below
3.0x in 2013-2014, which S&P believes is commensurate with the
company's credit risk profile.  This is supported by the Russian
state's equity injection of Russian ruble (RUB) 50 billion in
December 2012, which S&P understands RusHydro will use to finance
several investment projects in the Russian Far East.  S&P
believes this ongoing support by its government shareholder
supports RusHydro's credit metrics and, combined with its large
cash buffer, reduces its need for new borrowings in 2013-2014.

S&P analyzes RusHydro using its criteria for government-related
entities.  S&P's expectation of a "moderately high" likelihood of
extraordinary government support is based on its assessment of
RusHydro's "important" role for the government and "strong" link
with the state.

The ratings on RusHydro reflect S&P's anticipation of continued
ongoing state support and the company's strong position in the
domestic electricity market.  They also reflect the company's low
production costs (75% of RusHydro's generating capacities are
based on hydro generation), stronger-than-industry-average
profitability, even after the recent acquisition of RAO Energy
System of East Group, geographically diverse generation portfolio
in Russia, and good access to capital markets.

These strengths are offset, in S&P's opinion, by RusHydro's
exposure to the volatile domestic spot electricity market,
pressure from regulatory bodies (in the form of price caps
imposed on some of RusHydro's stations), and weather risk related
to hydrological conditions.  In addition, RusHydro's aging asset
base requires significant investment and the company has embarked
on a massive capital-spending program that S&P thinks will result
in negative free operating cash flow (FOCF) and increased
leverage.

S&P assess RusHydro's stand-alone credit profile (SACP) at 'bb'
on the basis of the company's "fair" business risk profile and
"significant" financial risk profile, as its criteria define the
terms.

The stable outlook reflects RusHydro's good competitive position,
supported by its low cost base thanks to its hydro generation
asset base, proven access to capital markets, and "moderately
high" likelihood of extraordinary financial support from the
government.  The good competitive position, S&P believes, should
offset the execution and funding risks associated with its
ambitious investment program, negative FOCF generation, pressure
from the regulatory framework, and weak profitability of its Far
Eastern operations.

In line with the current rating, S&P expects RusHydro's adjusted
debt-to-EBITDA ratio to be less than 3.0x on a sustainable basis.
S&P further assumes that RusHydro will maintain adequate
liquidity and certain flexibility in its investment program.

Ratings upside could arise if S&P believed that the regulatory
environment and the company's operating performance were
improving and if S&P saw a track record of prudent financial
strategies and a sustainably better financial position than S&P
currently forecasts.  In particular, S&P believes that if
RusHydro is able and willing to maintain a debt-to-EBITDA ratio
sustainably lower than 2.0x, it could lead to a higher SACP.

S&P thinks pressure on RusHydro's credit profile could result
from more aggressive financial policies than it currently
anticipates, including heavier capital spending and a leverage
ratio exceeding 3.0x.  In addition, S&P could take a negative
rating action if the company started to rely excessively on
short-term financing, liquidity deteriorated to "less-than-
adequate" levels, or profitability dropped significantly, which
could lead to weaker financial metrics.  Any negative
intervention by the government would likely lead to a revision of
S&P's business risk profile assessment to "weak", which could in
turn lead to a downward revision of RusHydro's SACP and
consequently to a lower long-term credit rating.

The long-term rating assumes there will be no change in relations
between RusHydro and the Russian government within the next two
years that could affect S&P's view of a "moderately high"
likelihood of timely and sufficient extraordinary state support,
if required.  All other things being equal, S&P would have to
revise its assessment of this likelihood to "low" for it to
result in a one-notch downgrade.



===============
S L O V E N I A
===============


* SLOVENIA: No Immediate Need of Rescue, Prime Minister Says
------------------------------------------------------------
Peter Spiegel and Neil Buckley at The Financial Times report that
Slovenia insisted on Tuesday that it could avoid an international
bailout as the Organisation for Economic Co-operation and
Development warned Ljubljana to tackle more rapidly a "severe
banking crisis" whose costs it might have underestimated.

The OECD report came amid investor concerns that the 2m-strong
country's banking problems could make it the next eurozone state
to require a bailout after last month's mishandled rescue of
Cyprus, the FT recounts.

The OECD said Slovenia should sell viable state-owned banks and
allow others that were not viable to fail, the FT notes.  It
added that bank debtholders should take some losses to reduce the
cost of banking sector resolution, and warned that Slovenia might
have "significantly" underestimated the level of bad loans and
need for new capital, the FT relates.

According to the FT, Yves Leterme, OECD deputy director-general,
said while presenting the report that Slovenia was in no
immediate need of rescue, noting that "the government . . . has
been able to meet its financial needs without difficulties so
far".

Speaking in Brussels, Slovenia's Alenka Bratusek, the newly-
installed prime minister, said the country did not require an
international rescue to shore up the teetering banking system,
the FT relates.

"We will solve our problems on our own," the FT quotes Ms.
Bratusek as saying, after a meeting with Jose Manuel Barroso,
European Commission president.

Ms. Bratusek agreed with the OECD that dealing with banking
sector problems must be her government's first priority, the FT
notes.

Ms. Bratusek said Slovenia's planned "bad bank" to free
struggling financial institutions of problem assets would be the
primary vehicle for restoring the banking sector to health, the
FT recounts.  She said that the first tranche of problem loans
could move to the bad bank in June, according to the FT.

Asked whether Slovenia needed a new round of stress tests of its
largely state-owned banks, followed by a rapid recapitalization
or shutting down of problem banks -- as the OECD recommended --
Ms. Bratusek, as cited by the FT, said: "My assessment is we can
deal with most of the bad assets through the bad bank in June,"
adding that new capital would also have to be forthcoming.

But she also sought to distance her country from Cyprus's
problems, the FT notes.

                       Precautionary EU Deal

Boris Cerni at Bloomberg News reports that the Institute for
International Finance said Slovenia would benefit from a
precautionary deal with the European Union rescue mechanism as
its bonds would be eligible for primary-market purchases.

According to Bloomberg, Jeffrey Anderson and Jessica Stallings
from the Washington-based institute said in a report late on
Tuesday that with the export-driven economy forecast to struggle
with a recession this year and little progress in the
government's privatization efforts, general government debt could
surge to over 80% of economic output by 2015.  They said that the
need to recapitalize banks will require cash raised from bond
issues, Bloomberg relates.

"The longer this is delayed, the greater will be the downward
pressure on bank credit, economic activity and the remaining
capital of the state-owned banks," Bloomberg quotes Mr. Anderson
and Ms. Stallings as saying.  "Deficient capital would increase
the risk that state-owned banks would be judged by the European
Central Bank to lack the creditworthiness to borrow under regular
financing facilities."

The Adriatic nation's largest banks, such as state-owned Nova
Ljubljanska Banka d.d., are saddled with rising bad loans and at
the center of investors' concern that the country may need to ask
for a bailout if an increase in borrowing costs shut it out of
debt markets, Bloomberg discloses.



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


BBVA-6 FTPYME: S&P Lowers Rating on Class B Notes to 'CCC-'
-----------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on all classes of notes in BBVA-6 FTPYME Fondo de
Titulizacion de Activos.

Specifically, S&P has:

   -- Affirmed and removed from CreditWatch negative its 'AA-
      (sf)' rating on the class A1 notes;

   -- Lowered to 'A- (sf)' from 'A+ (sf)' and removed from
      CreditWatch negative its rating on the class A2(G) notes;

   -- Lowered to 'CCC- (sf)' from 'CCC (sf)' its rating on the
      class B notes; and

   -- Affirmed S&P's 'D (sf)' rating on the class C notes.

The  rating actions follow the application of S&P's updated
criteria for European collateralized loan obligations (CLOs)
backed by small and midsize enterprises (SMEs) and its 2012
counterparty criteria, as well as its assessment of the
transaction's performance using the latest available trustee
report (dated January 2013) and portfolio data.

On Jan. 17, 2013, when S&P updated European SME CLO criteria
became effective, it placed on CreditWatch negative its ratings
on the class A1 and A2(G) notes.

                          CREDIT ANALYSIS

Based on S&P's review of the current pool and since its previous
review in April 2012, the pool has experienced further defaults
and the obligor concentration risk to the pool has further
increased due to the further deleveraging of loans.  The interest
on the class C notes continues to be deferred as of the January
2013 trustee report.  This interest has been deferred since the
December 2011 payment date, as the cumulative outstanding balance
of loans in arrears for 12+ months exceeded 5.00% of the initial
pool balance.

The underlying pool is highly seasoned with a pool factor (the
percentage of the pool's outstanding aggregate principal balance
in comparison with the closing date) of less than 15%.  Loans
originated in 2005-2007 now represent the highest proportion of
the current outstanding pool.  According to the January 2013
trustee report, 12+ months cumulative defaults account for 5.47%
of the closing pool balance (compared with 5.24% at S&P's April
2012 review).  The level of 12+ months cumulative defaults
observed for 2006 and 2007 vintages (6.33% and 6.06%,
respectively) are higher than the pool average (5.47%).  The
recovery rates reported on these defaults are in the range of
35%-36%.

There is no reserve fund available in the transaction.

The interest deferral breach trigger for the class C notes now
benefits the more senior notes as the proceeds are now used pay
senior items in the payment waterfall.

S&P has applied its updated European SME CLO criteria to
determine the scenario default rates (SDRs) for this transaction.

S&P categorizes the originator as moderate (based on tables 1, 2,
and 3 in S&P's criteria), which factored in Spain's Banking
Industry Country Risk Assessment (BICRA) score (as the country of
origin for these SME loans is Spain) and S&P's observations from
the management meeting held with the originator in November 2012.
This resulted in a downward adjustment of one notch to the 'b+'
archetypical European SME average credit quality assessment to
determine loan-level rating inputs and applying the 'AAA'
targeted corporate portfolio default rates.  As a result, S&P's
average credit quality assessment of the current pool is 'b'.

S&P further applied a portfolio selection adjustment of minus two
notches to the 'b' credit quality assessment, which S&P based on
its review of the current pool characteristics, compared with the
originator's other transactions.  As a result, S&P's average
credit quality assessment of the pool to derive the portfolio's
'AAA' SDR was 'ccc+'.

S&P also reviewed the originator's internal credit scores and
used them as inputs to its European SME Mapping Model, to
determine the portfolio's 'AAA' SDR.  However, due to the lack of
data available on the validation of the banks' internal rating
scores with the actual performance of the loans and their
transition across various internal ratings, S&P only considered
this 'AAA' SDR for its sensitivity analysis.

S&P has reviewed historical originator default data, and has
assessed Spain's current market trends and developments,
macroeconomic factors, and the way these factors are likely to
affect the loan portfolio's creditworthiness.

As a result of this analysis, S&P's 'B' SDR is 7%.

The SDRs for rating levels between 'B' and 'AAA' are interpolated
in accordance with S&P's European SME CLO criteria.

                           COUNTRY RISK

Given that S&P's long-term rating on the Kingdom of Spain is
'BBB-', according to its nonsovereign ratings criteria, it has
affirmed and removed from CreditWatch negative its 'AA- (sf)'
rating on the class A1 notes.  Based on S&P's cash flow analysis,
the current available credit enhancement for this class of notes
(the most senior in the capital structure) can support ratings
higher than 'AA- (sf)'.

                      RECOVERY RATE ANALYSIS

At each liability rating level, S&P assumed a weighted-average
recovery rate (WARR) by taking into consideration the asset type
(secured/unsecured), its seniority (first lien/second lien), and
the country recovery grouping and observed historical recoveries.
S&P also factored in the actual recoveries from the historical
defaulted assets, to derive its recovery rate assumptions to be
applied in its cash flow analysis.

As a result of this analysis, S&P's WARR assumption in a 'AA'
scenario was 19.50%.  The recovery rates at more junior rating
levels were higher (as outlined in S&P's criteria).

                        CASH FLOW ANALYSIS

S&P subjected the capital structure to various cash flow
scenarios, incorporating different default patterns, recovery
timings, and interest rate curves to generate the minimum break-
even default rate (BDR) for each rated tranche in the capital
structure.  The BDR is the maximum level of gross defaults that a
tranche can withstand and still fully repay the noteholders,
given the assets and structure's characteristics.  S&P then
compared these BDRs with the SDRs outlined above.

                         COUNTERPARTY RISK

The transaction features an interest rate swap where the issuer
pays the swap counterparty the total interest received from the
loans.  In return, the issuer receives from the swap counterparty
an amount equivalent to the weighted-average coupon of the notes
plus 65 basis points per year on the outstanding balance of the
performing loans (up to three months in arrears) and the
servicing fee amount if the servicer is replaced.

Banco Bilbao Vizcaya Argentaria, S.A. (BBB-/Negative/A-3) is the
swap counterparty.  S&P has reviewed the swap counterparty's
downgrade provisions, and, in its opinion, they do not fully
comply with its 2012 counterparty criteria.  Therefore, S&P
conducted its cash flow analysis without giving benefit to the
swap above 'BBB' rating levels--the long-term issuer credit
rating plus one notch on the swap counterparty.

The class A2(G) notes benefit from a guarantee provided by the
Kingdom of Spain.  The guarantee from the Kingdom of Spain can be
drawn either for interest or principal payments on the class
A2(G) notes under the priority of payments, when available funds
are insufficient.  S&P's rating on the class A2(G) notes is on a
standalone basis (i.e., S&P gives no credit to this guarantee).
The results of S&P's credit and cash flow analysis show that the
credit enhancement available to the class A2(G) notes is
commensurate with a lower rating than previously assigned.  S&P
has therefore lowered to 'A- (sf)' from 'A+ (sf)' and removed
from CreditWatch negative its rating on the class A2(G) notes.

The credit enhancement available to the class B notes is
commensurate with a lower rating than previously assigned.  S&P
has therefore lowered to 'CCC- (sf)' from 'CCC (sf)' its rating
on the class B notes.

S&P's rating on the class C notes reflects the timely payment of
interest.  After the level of cumulative defaults exceeded 5% of
the initial pool balance, the class C notes deferred interest for
the first time in December 2011.  S&P therefore lowered its
rating on this class of notes to 'D (sf)' on April 18, 2012.  S&P
has affirmed its 'D (sf)' rating on the class C notes.

BBVA-6 FTPYME is a cash flow CLO transaction that securitizes
loans to Spanish SMEs.  The collateral pool comprises both
secured and unsecured loans.  The transaction closed in June
2007.

           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            Rating
            To                From

BBVA-6 FTPYME Fondo de Titulizacion de Activos
EUR1.5 Billion Floating-Rate Notes

Rating Affirmed and Removed From CreditWatch Negative

A1          AA- (sf)          AA- (sf)/Watch Neg

Rating Lowered and Removed From CreditWatch Negative

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

Rating Lowered

B           CCC- (sf)         CCC (sf)

Rating Affirmed

C           D (sf)


BBVA HIPOTECARIO 3: S&P Lowers Rating on Class C Notes to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on all classes of notes in BBVA Hipotecario 3, Fondo de
Titulizacion de Activos.

Specifically, S&P has:

   -- Affirmed its 'AA- (sf)' rating on the class A2 notes;

   -- Lowered to 'BBB+ (sf)' from 'A (sf)' and removed from
      CreditWatch negative its rating on the class B notes; and

   -- Lowered to 'BB+ (sf)' from ' BBB (sf)' and removed from
      CreditWatch negative its rating on the class C notes.

The rating actions follow the application of S&P's updated
criteria for European collateralized loan obligations (CLOs)
backed by small and midsize enterprises (SMEs) and its 2012
counterparty criteria, as well as its assessment of the
transaction's performance using the latest available trustee
report and loan-level data.

On Jan. 17, 2013, when S&P updated European SME CLO criteria
became effective, it placed on CreditWatch negative its ratings
on the class B and C notes.

                           CREDIT ANALYSIS

With further deleveraging of the notes, obligor concentration
risk in the collateral pool is higher when compared with all of
S&P's previous reviews.  The underlying pool is highly seasoned.
Loans originated in 2003 and 2004 now represent the highest
proportion of the current outstanding pool.  According to the
January 2013 trustee report, 12+ months cumulative defaults
account for 2.02% of the closing pool balance (compared with
1.52% a year ago).  The level of 12+ months cumulative defaults
observed for 2003 and 2004 vintages (2.04% and 3.00%,
respectively) are higher than the pool average (2.02%).  The
recovery rates reported on these defaults are in the range of
55%-60%.  The reserve fund is at
EUR14.6 million.

S&P has applied its updated European SME CLO criteria to
determine the scenario default rates (SDRs) for this transaction.

S&P categorize the originator as moderate (based on tables 1, 2,
and 3 in its criteria).  S&P has taken into account Spain's
Banking Industry Country Risk Assessment (BICRA) score (as the
country of origin for these SME loans is Spain) and S&P's
observations from the management meeting held with the originator
in November last year.  This resulted in a downward adjustment of
one notch to the 'b+' archetypical European SME average credit
quality assessment of the pool.  As a result, S&P's average
credit quality assessment of the pool is 'b'.

S&P further applied a portfolio selection adjustment of minus one
notch to the 'b' credit quality assessment, which it based on its
review of the current pool characteristics, compared with the
originator's other transactions.  As a result, the average credit
quality assessment of the portfolio to derive S&P's 'AAA' SDR was
'b-'.

S&P also reviewed the originator's internal credit scores and
used them as inputs to its European SME Mapping Model, to
determine the portfolio's 'AAA' SDR.  However, due to the lack of
data available on the validation of the banks' internal rating
scores with the actual performance of the loans and their
transition across various internal ratings, S&P only considered
this 'AAA' SDR for its sensitivity analysis.

S&P has reviewed historical originator default data, and have
assessed Spain's current market trends and developments,
macroeconomic factors, and the way these factors are likely to
affect the loan portfolio's creditworthiness.

As a result of this analysis, S&P's 'B' SDR is 4%.

The SDRs for rating levels between 'B' and 'AAA' are interpolated
in accordance with S&P's European SME CLO criteria.

                      RECOVERY RATE ANALYSIS

At each liability rating level, S&P assumed a weighted-average
recovery rate (WARR) by considering the asset type
(secured/unsecured), its seniority (first lien/second lien), and
the country recovery grouping and observed historical recoveries.
S&P also factored in the recoveries from the historical defaulted
assets, and industry and regional concentration of the current
pool, to derive its recovery rate assumptions to be applied in
its cash flow analysis.

As a result of this analysis, S&P's WARR assumption in a 'AA'
scenario was 24.0%.  The recovery rates at more junior rating
levels were higher.

                        CASH FLOW ANALYSIS

S&P subjected the capital structure to various cash flow
scenarios, incorporating different default patterns, recovery
timing, and interest rate curves to generate the minimum break-
even default rate (BDR) for each rated tranche in the capital
structure.  The BDR is the maximum level of gross defaults that a
tranche can withstand and still fully repay the noteholders,
given the assets and structure's characteristics.   S&P then
compared these BDRs with the SDRs outlined above.

                       COUNTERPARTY RISK

The transaction features an interest rate swap where the issuer
pays the swap counterparty the total interest received from the
loans.  In return, the issuer receives from the swap counterparty
an amount equivalent to the weighted-average coupon of the notes
plus 65 basis points per year on the performing loans (up to
three months in arrears).

Banco Bilbao Vizcaya Argentaria, S.A. (BBB-/Negative/A-3) is the
swap counterparty.  S&P has reviewed the swap counterparty's
downgrade provisions, and, in its opinion, they do not fully
comply with its 2012 counterparty criteria.  Therefore, S&P
conducted its cash flow analysis without giving benefit to the
swap above a 'BBB' rating level--its long-term issuer credit
rating on the swap counterparty plus one notch.

The credit enhancement available to the class B and C notes is
commensurate with lower ratings than previously assigned.  S&P
has therefore lowered to 'BBB+ (sf)' from 'A (sf)' and to 'BB+
(sf)' from ' BBB (sf)' its ratings on the class B and C notes,
respectively, and has removed them from CreditWatch negative.

The credit enhancement available to the class A2 notes is
commensurate with its current rating.  S&P has therefore affirmed
its 'AA- (sf)' rating on the class A2 notes.

BBVA-3 is a cash flow CLO transaction that securitizes loans to
Spanish SMEs.  The collateral pool comprises secured loans.  The
transaction closed in June 2005.

            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

BBVA Hipotecario 3, Fondo de Titulizacion de Activos
EUR1.45 Billion Mortgage-Backed Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative

B           BBB+ (sf)         A (sf)/Watch Neg
C           BB+ (sf)          BBB (sf)/Watch Neg

Rating Affirmed

A2          AA- (sf)


FTPYME SANTANDER 2: S&P Lowers Rating on Class E Notes to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions on Fondo de Titulizacion de Activos, FTPYME Santander 2's
outstanding EUR317,238,301.80 floating-rate notes.

Specifically, S&P:

   -- Lowered and removed from CreditWatch negative its ratings
      on the class C, D, and E notes; and

   -- Affirmed and removed from CreditWatch negative its ratings
      on the class A and B(G) notes.

The rating actions follow the application of S&P's updated
criteria for European collateralized loan obligations (CLOs)
backed by small and midsize enterprises (SMEs), as well as S&P's
assessment of the transaction's performance using the latest
available investor report and portfolio data from the servicer.

On Jan. 17, 2013, when S&P updated European SME CLO criteria
became effective, it placed on CreditWatch negative its ratings
on the class D and E notes, and kept on CreditWatch negative its
rating on the class C notes.

On Feb. 15, 2013, S&P placed on CreditWatch negative its ratings
on the class A and B(G) notes for counterparty reasons.

                          CREDIT ANALYSIS

S&P has applied its updated European SME CLO criteria to
determine the scenario default rates (SDRs) for this transaction.

S&P's qualitative originator assessment is moderate because of
the lack of data provided by the originator, Banco Santander S.A.
(BBB/Negative/A-2).  Taking into account Spain's Banking Industry
Country Risk Assessment (BICRA) of 6, S&P has applied a downward
adjustment of one notch to the archetypical European SME average
credit quality assessment.  S&P further applied a portfolio
selection adjustment of minus one notch.  As a result, S&P's
average credit quality assessment of the portfolio is 'b-'.

Because the originator did not provide enough data for S&P to
review its scoring system, it did not consider its internal
scores.  In this instance, S&P made a conservative assumption to
consider each performing loan in the portfolio, with a credit
quality that is equal to S&P's average credit quality assessment
of the portfolio.  S&P then used CDO Evaluator to determine the
portfolio's 'AAA' SDR, which is 77.08%.

S&P has reviewed and assessed market trends and developments,
macroeconomic factors, changes in country risk, and the way these
factors are likely to affect the loan portfolio's
creditworthiness.

As a result of this analysis, S&P's 'B' SDR is 4%.

The SDRs for rating levels between 'B' and 'AAA' are interpolated
in accordance with S&P's European SME CLO criteria.

                           COUNTRY RISK

Given that S&P's long-term rating on Spain is 'BBB-', according
to its non-sovereign ratings criteria, it has affirmed its 'AA-
(sf)' ratings on the class A and B(G) notes.

                      RECOVERY RATE ANALYSIS

At each liability rating level, S&P assumed a weighted-average
recovery rate (WARR) by taking into consideration observed
historical recoveries for similar Spanish transactions.

As a result of this analysis, S&P's WARR assumptions in 'AAA' and
'AA' scenarios were 16.5% and 19.5%, respectively.

                        CASH FLOW ANALYSIS

S&P subjected the capital structure to various cash flow
scenarios, incorporating different default patterns and timings
and interest-rate curves, to determine each tranche's passing
rating level under S&P's European SME CLO criteria.

S&P observed that the portfolio contains a wide range of spread
levels.  S&P considers that there is a risk that, should defaults
affect the highest highest-paying loans more than others, the
pool's yield would tend to decrease over time.  This could limit
the transaction's ability to service the rated notes.  Therefore,
S&P has applied a yield compression stress in its cash flow
analysis.

                        SUPPLEMENTAL TESTS

None of S&P's ratings in this transaction were constrained by the
application of any of the supplemental tests.

                         COUNTERPARTY RISK

As swap counterparty, Banco Santander, covers the interest-rate
risk.  S&P has reviewed the swap counterparty's downgrade
provisions, and, in its opinion, they do not fully comply with
its 2012 counterparty criteria.  Therefore, when S&P conducted
its scenario analysis at ratings above 'BBB', it analyzed the
transaction's cash flow without giving benefit to the
counterparty.  S&P's scenario analysis indicated that the class A
and B(G) notes can maintain the currently assigned ratings.  S&P
has therefore affirmed and removed from CreditWatch negative its
'AA- (sf)' ratings on the class A and B(G) notes.

S&P's cash flow analysis, without the benefit of the swap,
indicated that the class C and D notes cannot maintain the
currently assigned ratings.  In the absence of the swap, the
credit enhancement available to the class C and D notes is
commensurate with 'A+ (sf)' and 'BBB (sf)' ratings, respectively.
Therefore, S&P has lowered to 'A+ (sf)' from 'AA- (sf)' and
removed from CreditWatch negative its rating on the class C
notes. For the same reason, S&P has lowered to 'BBB (sf)' from 'A
(sf)' and removed from CreditWatch negative its rating on the
class D notes.

When S&P performed its scenario analysis for the class E notes,
it gave full benefit to the swap counterparty.  Based on S&P's
assumptions, its analysis indicated that the current credit
enhancement available to the class E notes is commensurate with a
'BB- (sf)' rating.  Therefore, S&P has lowered to 'BB- (sf)' from
'BBB- (sf)' and removed from CreditWatch negative its rating on
the class E notes.

FTPYME Santander 2 is a cash flow CLO transaction securitizing a
portfolio of SME loans that Banco Santander originated in Spain.
The transaction closed in October 2004.

          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         Rating
            To             From

Fondo de Titulizacion de Activos, FTPYME Santander 2
EUR1.8 Billion Floating-Rate Notes

Ratings Lowered and Removed From CreditWatch Negative

C           A+ (sf)        AA- (sf)/Watch Neg
D           BBB (sf)       A (sf)/Watch Neg
E           BB- (sf)       BBB- (sf)/Watch Neg

Ratings Affirmed and Removed From CreditWatch Negative

A           AA- (sf)       AA- (sf)/Watch Neg
B(G)        AA- (sf)       AA- (sf)/Watch Neg


TDA CAM 5: Moody's Lowers Rating on Class B Notes to 'Caa3'
-----------------------------------------------------------
Moody's Investors Service downgraded by one to three notches the
ratings of five junior notes and by one notch the ratings of four
senior notes in four Spanish residential mortgage-backed
securities (RMBS) transactions: TDA CAM 1, FTA; TDA CAM 3, FTA;
TDA CAM 5, FTA; and TDA CAM 12, FTA. At the same time, Moody's
confirmed the rating of two senior securities in TDA CAM 1 and
TDA CAM 3. Insufficiency of credit enhancement to address
sovereign risk and exposure to counterparty risk have prompted
the downgrade action.

The rating action concludes the review of three 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.

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. This report is Available on.

- 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 0.57% for TDA CAM 1 FTA, 0.90% for TDA CAM 3 FTA, 4.00%
for TDA CAM 5 FTA and 6.40% for TDA CAM 12 FTA. The MILAN CE
assumptions remain at 10% for TDA CAM 1 FTA and TDA CAM 3 FTA,
20% for TDA CAM 5 FTA and at 20.2% for TDA CAM 12 FTA.

- Exposure to Counterparty Risk

The conclusion of Moody's rating review also takes into
consideration the exposure to Banco Sabadell (Ba1/NP), acting as
servicer, Cecabank (Ba1/NP) acting as swap counterparty and Banco
de Espana acting as issuer account bank in TDA CAM 1 FTA, TDA CAM
3 FTA and TDA CAM 5 FTA and Banco Santander acting as issuer
account bank in TDA CAM 12 FTA.

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 the four
deals to Cecabank 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.

- 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", March 11,
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. In addition, the following model inputs have been
corrected during this review: for TDA CAM 5, trigger inputs
switching the priority of payment, the swap notional and the
yield on cash have been corrected; for TDA CAM 12, the swap
notional, the margin paid by the swap counterparty, the build-up
level for the current reserve fund and the yield on cash have
also been corrected.

The List of Affected Ratings

Issuer: TdA CAM 1

EUR973.5M A Notes, Confirmed at A3 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR26.5M B Notes, Downgraded to Ba1 (sf); previously on Nov 23,
2012 Downgraded to Baa2 (sf) and Remained On Review for Possible
Downgrade

Issuer: TDA CAM 3 Fondo De Titulizacion De Activos

EUR1171.2M A Notes, Confirmed at A3 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR28.8M B Notes, Downgraded to Ba2 (sf); previously on Nov 23,
2012 Downgraded to Baa2 (sf) and Remained On Review for Possible
Downgrade

Issuer: TdA CAM 5 Fondo de Titulizacion de Activos

EUR1944M A Notes, Downgraded to Baa3 (sf); previously on Nov 23,
2012 Downgraded to Baa2 (sf) and Remained On Review for Possible
Downgrade

EUR56M B Notes, Downgraded to Caa3 (sf); previously on Nov 23,
2012 Downgraded to Caa1 (sf) and Remained On Review for Possible
Downgrade

Issuer: TDA CAM 12, FTA

EUR665M A2 Notes, Downgraded to Baa1 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR418M A3 Notes, Downgraded to Baa1 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR228M A4 Notes, Downgraded to Baa1 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR57M B Notes, Downgraded to Ba3 (sf); previously on Jul 2, 2012
Ba1 (sf) Placed Under Review for Possible Downgrade

EUR152M C Notes, Downgraded to Caa1 (sf); previously on Nov 23,
2012 Downgraded to B3 (sf) and Remained On Review for Possible
Downgrade


* SPAIN: Moody's Says Bond Rating Outlook Remains Negative
----------------------------------------------------------
Whilst acknowledging the progress in fiscal consolidation that
Spain has achieved at all government levels, the outlook on
Spain's government bond rating remains negative given the
continued challenges it faces in meeting the deficit targets,
says Moody's Investors Service in a Special Comment entitled
"Spain: Despite Progress in Fiscal Consolidation in 2012, Deficit
Targets Remain Elusive in 2013."

Moody's notes that Spain's fiscal performance has improved
materially in 2012 compared to 2011, with the deficits reduced at
all levels of government (with the sole exception of the Social
Security system). This was achieved against the background of a
weakening economy and is therefore a positive step towards
placing the country's public finances on a sustainable path. At
the same time, the continued deviations from agreed budgetary
targets -- as well as the repeated revisions of budget deficit
outcomes -- are weakening the credibility of the Spanish
government in the area of public finance. These considerations
are one factor underpinning Moody's continued negative outlook on
Spain's Baa3 sovereign rating.

Although Moody's expects the budget deficit to continue declining
this year, given that most revenue and some expenditure measures
of 2012 will remain in place in 2013, the rating agency does not
believe that the Spanish government is likely to reach its
current 2013 objective of a deficit of 4.5% of GDP. Instead,
Moody's anticipates a moderate deficit reduction to around 6% of
GDP, which will therefore prevent a slowdown in the rapid
increase in the public debt burden.

Moody's analysis has focused on the underlying fiscal performance
and the government's fiscal "effort", and excludes the cost of
bank recapitalizations, which added 3.65% of GDP to the
government's budget deficit last year.



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


DOMETIC GROUP: Moody's Lowers CFR to 'Caa1'; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Dometic Group AB (publ) to Caa1 from B3. At the same time,
Moody's has downgraded Dometic's Probability of Default Rating to
Caa1-PD from B3-PD and the rating on EUR202 million PIK Notes due
2019 to Caa3 from Caa2. The outlook is stable for all the
ratings.

Ratings Rationale:

"The rating action reflects Moody's concerns about Dometic
operational underperformance during 2012 combined with narrowing
covenant headroom and weakening liquidity position," says Tanya
Savkin, Moody's lead analyst for Dometic.

The company reported weaker year-on-year operational performance
during 2012 resulting in a decline in EBITDA (as defined by the
management, before items affecting comparability) to SEK1,143
million from SEK1,311 million and in EBITDA margin to 14.4% from
16.5% in 2011 (proforma 12 months). The decline in performance
was caused by weak demand in Europe and production start-up and
quality issues which resulted in higher warranty and
manufacturing costs.

The rating action also reflects an expectation of deterioration
in the company's liquidity position. As of December 31, 2012,
Dometic reported SEK476 million of cash on its balance sheet and
SEK373 million available under SEK600 million revolving credit
facility (RCF). SEK300 million Capital Expenditure (Capex)
facility was fully drawn. Despite SEK225 million shareholder
contribution from EQT during the last quarter of 2012 total
liquidity of SEK849 million compared unfavorably with SEK1,266
million at the end of 2011. Although the renegotiated agreement
with the lenders envisages an increase in Capex Facility by
SEK300 million (split into 2 tranches available in 2013 and 2014)
Moody's expects pressure on liquidity in the coming 18 months
driven by continued weak performance in Europe and scheduled debt
repayment.

Deterioration in operational performance is likely to result in
further covenant headroom pressure in 2013 as target covenant
levels continue to tighten.

Moody's adjusted leverage/EBITDA at the end of 2012 amounted to
6.8x (including PIK debt). Although this is below 7.2x leverage
based on unaudited pro forma results for the 12 months ended
December 31, 2011, this was primarily caused by high exceptional
items affecting EBITDA in 2011 (treated as non-recurring).
Moody's expects leverage to rise in 2013 due to continued weak
performance and the increase in PIK debt offsetting scheduled
bank debt repayments.

Moody's only rates the PIK debt in Dometic's structure, which is
ring-fenced from the bank debt borrowing group within the re-
positioned CFR.

The stable outlook reflects Moody's expectation that the
continued uncertain outlook in Europe will be to some degree
offset by the restructuring measures initiated by the company and
that covenants are successfully renegotiated, if necessary, with
the company's lenders.

The ratings could be upgraded if the company's covenant headroom
and liquidity improves through a strengthening in operational
performance.

Conversely, the ratings could be downgraded if Dometic's
liquidity deteriorates further, or if there are further concerns
about covenant headroom.

The principal methodology used in this rating was the Global
Manufacturing Industry published in December 2010. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Sweden, Dometic is a leading manufacturer of
leisure products for the caravan, motor home, automotive, truck,
hotel and marine markets in almost 100 countries. In 2012, the
company had an average of 6,400 employees and generated SEK7,922
million net sales. Dometic sells its products under Dometic,
Waeco, Marine Air Systems, Condaria, Cruisair and Sealand brands.
Europe and the U.S. are the company's key geographies, accounting
for 51% and 35% of net sales respectively for the year ended
December 31, 2012. The company's largest segment is recreational
vehicles, accounting for 56% of 2012 net sales.



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


DTEK FINANCE: Moody's Assigns 'B3' Rating to US$600-Mil. Notes
--------------------------------------------------------------
Moody's Investors Service assigned a definitive B3 rating with a
negative outlook to the 7.875% US$600 million notes (the Notes)
due 2018 issued by DTEK Finance plc., a wholly owned finance
subsidiary of DTEK Holdings B.V..

The net proceeds will be used to refinance the purchase of up to
$300 million of the existing 9.50% US$500 million notes due 2015
issued by DTEK Finance B.V., another wholly owned subsidiary of
DTEK, under a Tender Offer and Consent Solicitation, and to
finance DTEK's investment program, working capital, new
acquisitions and certain financial commitments.

Ratings Rationale:

The B3 rating assigned to the Notes is in line with DTEK's
corporate family rating, and recognizes that its ranking in
DTEK's capital structure is in line with that of the company's
senior unsecured debt.

DTEK's B3 CFR remains constrained by the high-risk operating
environment in Ukraine, where DTEK's integrated electric utility
business operates, in particular by the Ukrainian foreign-
currency bond country ceiling of B3. DTEK's exposure to foreign-
currency risk stemming from its majority foreign-currency-
denominated debt is significant. The company's capacity to
service its foreign currency debt could be exposed to actions
taken by the Ukrainian government to preserve the country's
foreign-exchange reserves. Although DTEK's Ukraine-based business
generates foreign currency in the amount somewhat exceeding its
debt-servicing needs, the company's revenues and cash flows
generated in the country are exposed to foreign-currency transfer
and convertibility risks, which are reflected in the B3 ceiling.
Though DTEK has trading operations and cash balances outside of
Ukraine, they are not sufficient to warrant a rating higher than
the ceiling. DTEK's rating is also pressured by its active
involvement in the ongoing privatization of Ukraine's electricity
sector, which requires significant financing and may potentially
weaken the company's currently strong financial profile and
constrain its liquidity position. Aside from the ceiling
constraints, Moody's regards DTEK as strongly positioned in the
B3 rating category, given the company's solid business
fundamentals, reasonable performance and moderate leverage.

Structural Considerations

The assigned B3 rating and Loss Given Default assessment of LGD4
reflects the assumption that the Notes will rank pari passu with
the other senior unsecured debt of the DTEK group, in particular
with DTEK's existing notes due 2015. The Notes are guaranteed by
DTEK's international holding entities and its Ukrainian operating
subsidiaries, which are expected to represent the majority of the
DTEK group's assets and EBITDA. The rating is based on Moody's
expectation that, during the implementation of the transaction
and following its completion, the company would ensure reasonable
headroom under its covenants both under its notes indenture and
bank agreements. The Notes are subject to various restrictions
and financial covenants, including limitations on incurrence of
indebtedness, limitations on creation and incurrence of certain
liens, limitation on certain mergers, asset sales and certain
payments.

Outlook

The negative outlook on the ratings reflects the negative outlook
on Ukraine's sovereign rating and the consequent risk of a
further downgrade of the foreign-currency bond country ceiling.

What Could Move The Rating Up/Down

An upgrade of the ratings is considered unlikely at this stage
given the negative outlook. However, Moody's could upgrade the
ratings if (1) it raises the Ukrainian foreign-currency bond
country ceiling; and (2) DTEK continues to deliver strong
operating performance, increases export revenues and maintains a
good liquidity position and long-term debt maturity profile. As
DTEK's integrated electric utility business is focused on
Ukraine, the ratings will be ultimately dependent on further
developments at the sovereign level.

Downward pressure on the ratings could be exerted as a result of
a further downgrade of the sovereign rating and further lowering
of the foreign-currency bond country ceiling. The ratings could
also face downward pressure if DTEK's financial profile
deteriorates significantly and its liquidity position weakens.

Principal Methodology

The principal methodology used in these ratings was Unregulated
Utilities and Power Companies published in August, 2009. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Headquartered in Donetsk and Kyiv, Ukraine, DTEK is the first
privately owned, vertically integrated electricity utility in
Ukraine. One of the major players in the Ukrainian energy market,
DTEK generated total revenue of UAH82.6 billion (US$10.3
billion), including heat tariff compensation of UAH4.2 billion
(US$0.5 billion) received from the government, in 2012.


* UKRAINE: Fails to Reach IMF Bailout Deal; Talks to Continue
-------------------------------------------------------------
Daryna Krasnolutska and Kateryna Choursina at Bloomberg News
report that Ukraine failed to agree on a bailout from the
International Monetary Fund after the lender's representatives
visited the recession-hit former Soviet republic for the second
time this year.

According to Bloomberg, an e-mailed statement on Wednesday said
that the fund and the government will to continue discussing
Ukraine's request for about US$15 billion in aid, its third
rescue in four years.

"The mission made good progress in discussing these issues, and
our dialog will continue in the coming weeks," Christopher
Jarvis, the Washington-based mission chief, said in the
statement.  "The key building blocks of a new program would be
measures to reduce Ukraine's fiscal and external current-account
deficits, and energy sector and banking reforms, in order to
create the conditions for sustained economic growth and job
creation in Ukraine."

Ukraine's economy fell into recession in July as global prices
for exports such as steel plunged, Bloomberg recounts.

The government has said it can survive without the IMF as its
retained access to foreign debt markets, selling US$1 billion of
Eurobonds in February and an additional US$1.25 billion on
Tuesday, Bloomberg relates.



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


COOPER GAY: Moody's Cuts Ratings on First-Lien Facility to 'B1'
---------------------------------------------------------------
Moody's Investors Service lowered the first-lien facility ratings
of Cooper Gay Swett & Crawford Ltd. (CGSC) to B1 from Ba3 to
reflect a change in the company's proposed financing mix. CGSC's
corporate family rating and probability of default rating (B2 and
B2-PD, respectively) were not affected. The proposed financing
follows an equity infusion completed in January 2013 whereby
Lightyear Capital LLC (Lightyear) and co-investors acquired a
controlling interest in CGSC. The new credit facilities are
expected to close in April 2013. The rating outlook for CGSC is
stable.

Ratings Rationale:

CGSC's ratings reflect its good market presence as a global
wholesale and reinsurance broker, its diversification across
geographic regions and business lines, and its healthy cash
position. These strengths are tempered by the group's significant
financial leverage under the proposed credit facilities and its
below-average EBITDA margins. CGSC also faces execution risk in
any cross-border mergers and acquisitions along with potential
liabilities from errors and omissions, a risk inherent in
professional services.

Based on Moody's estimates, CGSC's adjusted debt-to-EBITDA ratio
will be around 7x upon the closing of the new financing. Such
leverage is high for the rating category, but it is partly
mitigated by CGSC's large balance of cash and equivalents
following the equity investment by Lightyear and co-investors.
The rating agency assumes that CGSC will use most of its existing
cash to improve its credit metrics through a combination of
EBITDA-enhancing acquisitions and debt reduction.

CGSC was formed in 2010 through a business combination of Cooper
Gay (Holdings) Limited (CGH) with US wholesaler HMSC Holdings
Corporation (HMSC), parent of The Swett & Crawford Group, Inc.
CGSC's ownership is divided among Lightyear and its co-investors,
CGSC management and employees, and MDS, SGPS, SA, a Portuguese-
based insurance brokerage group.

CGSC's proposed financing includes a $75 million first-lien
revolving credit facility (rated B1, expected to be undrawn at
closing), a $305 million first-lien term loan (rated B1) and a
$120 million second-lien term loan (rated Caa1). Proceeds will be
used to repay existing credit facilities of HMSC (corporate
family rating B3) and of CGH (unrated), and to pay related fees
and expenses. Upon closing of the new financing and repayment of
the existing facilities, Moody's will withdraw HMSC's existing
ratings, including its B2 first-lien and Caa2 second-lien
facility ratings.

The new revolving credit facility will be available to CGSC and
certain designated subsidiaries, including CGSC of Delaware
Holdings Corporation (CGSC DE) (formerly HMSC), and the new term
loans will be issued by CGSC DE. The facilities will be
guaranteed by all direct and indirect material subsidiaries of
CGSC, and facility borrowings by CGSC DE and other designated
subsidiaries will also be guaranteed by CGSC. In addition, the
facilities will be secured by substantially all assets of CGSC,
CGSC DE and US guarantors, including the capital stock of
material subsidiaries.

Factors that could lead to an upgrade of CGSC's ratings include:
(i) adjusted (EBITDA - capex) coverage of interest exceeding
2.5x, (ii) adjusted free-cash-flow-to-debt ratio exceeding 6%,
and (iii) adjusted debt-to-EBITDA ratio below 4.5x.

Factors that could lead to a rating downgrade include: (i)
adjusted (EBITDA - capex) coverage of interest below 1.5x, (ii)
adjusted free-cash-flow-to-debt ratio remaining below 3%, or
(iii) adjusted debt-to-EBITDA ratio remaining above 6.5x.

Moody's has changed the following ratings (and loss given default
(LGD) assessments):

CGSC $75 million 5-year revolving credit facility to B1 (LGD3,
35%) from Ba3 (LGD3, 32%);

CGSC DE $305 million 7-year first-lien term loan to B1 (LGD3,
35%) from Ba3 (LGD3, 32%);

CGSC DE $120 million 7.5-year second-lien term loan to Caa1
(LGD5, 86%) from Caa1 (LGD5, 84%).

The principal methodology used in this rating was Moody's Global
Rating Methodology for Insurance Brokers and Service Companies
published in February 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.

Based in London, England, CGSC is a leading independent
wholesale, reinsurance and specialty insurance broker, placing
more than US$4.3 billion of premiums annually. The company
generated revenue of US$348 million in 2012.


HARLEQUIN PROPERTY: Faces Problems with Interest Payments
---------------------------------------------------------
Caribbean News Now reports that investors clamoring for answers
from Harlequin Property, the beleaguered British-based overseas
property company with several planned resorts in the Caribbean,
say the silence from the company is conspicuous.  This was the
overwhelming response to a survey of over 150 investors conducted
by Risk Warning, a UK law firm specializing in class actions on
behalf of distressed investors, Caribbean News Now discloses.

According to Caribbean News Now, the key findings of the survey
reveal that:

   * Contractual completion dates for properties they purchased
     through the Harlequin Property Scheme between 2008-10 were
     not met by two thirds of those surveyed

   * In cases where mortgages were taken out by investors and
     Harlequin promised to support the mortgage interest
payments,
     50% said they were not up to date

   * 40% of investors asked for their money back from Harlequin
     but only two have had the money returned

   * 45% of investors were told the Harlequin investments were
low
     risk and a further 40% did not receive a description of the
     investment risk

Since 2006, all the investors surveyed have been paying into the
Harlequin scheme by cash, through their pension scheme, or by
remortgaging their existing properties, Caribbean News Now
relates.  According to Caribbean News Now, in a fast
deteriorating situation surrounding Harlequin, which was to have
been the subject of a cancelled BBC Panorama program on March 25,
developments include:

   * Severe problems with interest payments on borrowings due
     under the terms of Harlequin's agreement with investors

   * An FSA alert questioning the suitability of advice given by
     advisers who recommended Harlequin as an appropriate
pension-
     based investment

   * An investigation by the Serious Fraud Office and Essex
Police
     who are seeking information from investors in Harlequin
     schemes in the Caribbean and elsewhere

   * The decision by TailorMade Independent (TMI), a leading IFA
     and Harlequin distributor to stop taking SIPP investments in
     Harlequin

   * The resignation of Harlequin's recently appointed
accountant,
     BDO Stoy Hayward

The Risk Warning survey was carried out in March 2012 with
investors who joined the Risk Warning Campaign Group and whose
Harlequin properties had not been completed when the survey was
undertaken, Caribbean News Now relates.

Harlequin recently halted work on its two multi-million dollar
resorts in Barbados, owing employees two months' salary, the
Barbados National Insurance Scheme (NIS) about US$80 000
(US$40,000) and several local businesses and contractors in
excess of US$3 million, Caribbean News Now recounts.

The company was also recently in the news when its owner, British
businessman Dave Ames was accused of bribing the prime minister
of St Vincent and the Grenadines (SVG) in order to gain
citizenship, Caribbean News Now discloses.


S DUDLEY: In Administration; Up to 43 Jobs at Risk
--------------------------------------------------
BBC News reports that S Dudley & Sons has gone into
administration with the loss of up to 43 jobs.

According to BBC, the company, which has built many supermarkets,
said they had suffered a "sustained period of difficult trading"
and previously warned of jobs at risk.

A spokesman for the administrators said all but 11 staff had
already gone, BBC relates.

"S Dudley & Sons Ltd is yet another victim of the continuing
difficulties in the construction sector," BBC quotes
administrator Peter Dewey of Begbies Traynor as saying.

In a statement, S Dudley & Sons said there would be job losses
among its 43 workers but the exact number was yet to be
determined, BBC notes.

"The construction sector has been depressed for some time, and
pressure on margins has been intense.  This had led to S Dudley &
Sons becoming unsustainable," S Dudley & Sons managing director
Mike Dudley, as cited by BBC, said.  "It has been an incredibly
difficult period for us, and we are doing all that we can to help
the staff who have unfortunately lost their jobs as a result of
the closure of S Dudley & Sons."

S Dudley & Sons is a Newport-based construction company.  The
company was established in 1920 and operated out of the Tydu
Works in Rogerstone.  It had worked for a number of years for
large-scale retail firms such as Tesco, Sainsbury's and Waitrose.


TRAVELODGE: Secures Future of 38 Hotels
---------------------------------------
Daily Mail Reporter reports that Travelodge still needs to find
new operators for 11 hotels, after revealing a flurry of deals to
help it bounce back from last year's flirtation with collapse.

The chain had already agreed to transfer 49 of 500 hotels to new
operators, as part of a company voluntary arrangement that saw
its landlords take reduced rents to keep the firm afloat, Daily
Mail notes.

Daily Mail relates that Travelodge said on Monday it had secured
the future of 38 hotels.  According to Daily Mail, of these, 20
will be franchise operations, with Travelodge still operating
them under its own name on behalf of a new landlord.

Some 18 will be passed over to entirely new operators, including
rivals such as Best Western, Ibis and Metro Inns, Daily Mail
states.

Existing bookings at these hotels have either been transferred to
nearby Travelodge hotels or will be honored by the new owners,
Daily Mail says.  And four will be re-opened, as student
accommodation and events venues, Daily Mail discloses.

According to Daily Mail, sources close to the firm said hopes
were high that ongoing talks would result in new operators being
found for the 11 remaining hotels.

                   Company Voluntary Arrangement

As reported by the Troubled Company Reporter on Oct. 16, 2012,
the Scotsman related that Travelodge completed a restructuring to
nearly halve its bank borrowings as it seeks trim its 500-plus
estate by nearly 10%.  Under the terms of the Company Voluntary
Arrangement (CVA) approved by creditors last month, debts of
GBP235 million had been written off and a further GBP71 million
repaid, taking the company's total borrowings down to GBP329
million, the Scotsman disclosed.  The deadline for repayment of
the remainder had been extended to 2017, the Scotsman noted.  The
new owners of Travelodge -- who took control from Dubai
International Capital under a debt-for-equity swap -- had also
injected GBP75 million of new money, the Scotsman recounted.

Travelodge is a British budget hotelier.



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


* EUROPE: Countries Revamp Bankruptcy Laws; Import Ch. 11 Tools
---------------------------------------------------------------
Deborah Ball at The Wall Street Journal reports that with the
number of distressed businesses in Europe soaring, the
Continent's bankruptcy laws are getting an extreme makeover.  And
the model for European lawmakers is Chapter 11 of the U.S.
Bankruptcy Code, the Journal says.

The huge volume of distressed businesses in Europe - 100,000
companies closed in Italy last year alone has exposed holes in
European insolvency laws, the Journal notes.  A vast majority of
cases ended in liquidation, rather than with the company getting
a fresh start, the Journal states.

But over the past year, France, Germany, Spain and Italy all have
revamped their laws with the aim of saving companies and, with
them, precious jobs, the Journal relates.  They are importing
elements of Chapter 11 previously unheard of in Europe: fresh
financing, "cram downs" of debt restructuring on reluctant
creditors, and debt-to-equity swaps that could open the door to
new investors, the Journal says.

Such tools are critical given the wave of refinancing expected
soon: EUR500 billion, or US$650 billion, of boom-time leverage
buy out debt comes due in the next three years, the Journal
notes.  Meanwhile, bad loans are rising at banks throughout the
Continent, and insolvencies rose 34% between 2007 and 2011, the
Journal says, citing Creditreform.

In the U.S., Chapter 11 has proved an important tool for
companies seeking to survive the crisis, offering a quick, well-
trodden path to free themselves of large legacy costs or obsolete
business models, the Journal discloses.

In Europe, the situation is dramatically different, the Journal
notes.  The laws were so clunky and punitive - entrepreneurs who
declared bankruptcy were sometimes banned from starting a new
business or even lost their right to vote in elections - that
most firms sought out-of-court debt restructurings, a tough task
now given the dire state of many European banks, the Journal
states.  As a result, European entrepreneurs still view
bankruptcy with horror, according to the Journal.

"For the bulk of Europe, the only way to do a restructuring was
to avoid insolvency proceedings, while in the U.S., in order to
get a restructuring done, you start off by going into Chapter
11," the Journal quotes Andrew Shutter, a restructuring lawyer
with the London office o Cleary Gottlieb Steen & Hamilton, as
saying.  "In the U.S., there is less stigma."

Now, insolvency experts say the eurozone crisis could prove a
seminal moment as governments pass laws shifting the emphasis
away from liquidation towards rehabilitation and give companies
more power to reorganize, the Journal states.

                               Italy

Last fall, Italy overhauled the code, importing a slate of
Chapter 11-like tools, the Journal recounts.  Companies can ask a
court for protection from creditors, typically lasting three
months, while it comes up with a new business plan and tries to
convince creditors to restructure its debt, the Journal
discloses.  A company can also seek new financing, and those
creditors automatically become senior, or the first to recover
their money should the company be liquidated, the Journal says.
Finally, the new law requires banks to respond by the end of the
protection period -- a huge improvement given that Italian debt
restructurings can take up to a year, the Journal states.

                              Spain

In Spain, lawmakers reformed the laws after the EUR7-billion
bankruptcy proceedings of property firm Martinsa-Fadesa SA that
started in 2008 exposed the existing laws as inadequate amidst
Spain's economic freefall, the Journal discloses.  For instance,
the company took two years to reach an agreement with creditors,
the Journal notes.

"When the downturn started around 2008, everyone realized that
the previous law was a failure," the Journal quotes Ignacio
Pallares, lawyer with Latham & Watkins in Madrid, as saying.
Last year, a new law came into effect that, among other things,
introduced the concept of a "cram down" of a debt restructuring
agreement on dissenting creditors for the first time, the Journal
relates.

                              France

In France, before a 2006 reform, companies could file for
insolvency only if they were virtually out of cash, the Journal
says.  Now, companies can use the tool well before they're in
distress, the Journal notes. And just this year, France
introduced a fast-track procedure for debt restructurings for
companies that had solid businesses but only needed to slice
their debt, the Journal discloses.

                            Germany

Last year, Germany made it much easier to convert debt to equity,
which opens the door for new investors, such as distressed debt
funds and private equity, to invest money in a company, the
Journal recounts.  And while management typically had to hand
over control of the company to an outside administrator under the
old code, they can now hold onto the reins during the process, as
is the case in the U.S., the Journal notes.

                       New Laws Aren't Enough

But some say the new laws still aren't enough, the Journal says.
For instance, in Italy, many companies using the new law are so
sick that they fail to come up with a convincing plan to
restructuring the business and the debt, the Journal notes.

For instance, Filippo Lamanna, chief of the Milan court's
bankruptcy division, says more than 50% of the companies that
have filed under the new law have ended up being liquidated, the
Journal discloses.  Mr. Lamanna adds that the new code has mostly
encouraged the sickest companies to file as a last-ditch attempt
to buy time, the Journal relates.

"The new law is totally inefficient," the Journal quotes
Mr. Lamanna as saying.  Lawyers say that a major problem is that
the lingering stigma around bankruptcy in Italy means that less-
distressed companies are still shunning the procedure, the
Journal discloses.  Defenders say it will take time, pointing out
that it took decades for U.S. companies to embrace insolvency,
according the Journal.

In Spain, while the law allows for a "cram down," it doesn't
force the agreement on secured creditors such as banks, while
investors willing to sink fresh money don't get senior status for
all of their investment, the Journal notes.  These points have
spooked most companies away from using the new law, the Journal
states.


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

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

Apr. 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Annual Spring Meeting
         Gaylord National Resort & Convention Center,
         National Harbor, Md.
            Contact:   1-703-739-0800; http://www.abiworld.org/

June 13-16, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Mich.
            Contact:   1-703-739-0800; http://www.abiworld.org/

July 11-13, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Hyatt Regency Newport, Newport, R.I.
            Contact:   1-703-739-0800; http://www.abiworld.org/

July 18-21, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz-Carlton Amelia Island, Amelia Island, Fla.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Aug. 8-10, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hotel Hershey, Hershey, Pa.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Aug. 22-24, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nev.
            Contact:   1-703-739-0800; http://www.abiworld.org/

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

Nov. 1, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      NCBJ/ABI Educational Program
         Atlanta Marriott Marquis, Atlanta, Ga.
            Contact:   1-703-739-0800; http://www.abiworld.org/

Dec. 2, 2013
   BEARD GROUP, INC.
      19th Annual Distressed Investing Conference
          The Helmsley Park Lane Hotel, New York, N.Y.
          Contact:   240-629-3300 or http://bankrupt.com/

Dec. 5-7, 2013
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Terranea Resort, Rancho Palos Verdes, Calif.
            Contact:   1-703-739-0800; http://www.abiworld.org/


                            *********

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

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

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

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


                            *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., 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 * * *