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

                           E U R O P E

           Wednesday, April 24, 2013, Vol. 14, No. 80

                            Headlines



B E L G I U M

BRUSSELS AIRPORT: S&P Raises Corporate Credit Rating From 'BB+'


C Z E C H   R E P U B L I C

EP ENERGY: Fitch Assigns 'BB+' Long-term Issuer Default Rating


G E R M A N Y

ENTRY FUNDING: Fitch Affirms 'C' Ratings on 4 Note Classes
HSH NORDBANK: Debtors Agree to Transfer Ship Ownership to Navios
SCHAEFFLER: Moody's Assigns 'Ba3' Rating to New EUR1-Bil. Notes


G R E E C E

EMPORIKI BANK: Moody's Affirms 'Caa2' Ratings After Alpha Merger
EUROBANK: Falls Under Gov't Control; Fund to Cover Rights Issue
PIRAEUS BANK: Buys Assets of BCP; Avoids State Control


I R E L A N D

AURELIUS EURO 2008-1: S&P Lowers Rating on Class C Notes to CCC+
BLOXHAM: Membership Revocation May Be Subject to Judicial Review


K A Z A K H S T A N

BANK CENTERCREDIT: Fitch Assigns 'B' Rating to Local Notes


N E T H E R L A N D S

NORD GOLD: Moody's Assigns First-Time 'Ba3' CFR; Outlook Stable


R U S S I A

CREDIT BANK: Fitch Assigns 'B+(EXP)' Rating to New Sub. Debt


S P A I N

BANCO FINANCIERO: S&P Cuts Ratings on Sub. Instruments to 'D'
BEFESA ZINC: Interest Sale Prompts Moody's to Review B2 Ratings
GESTAMP AUTOMOCION: Moody's Assigns '(P)Ba3' CFR; Outlook Stable
GESTAMP AUTOMOCION: S&P Assigns Prelim. 'BB' Corp. Credit Rating
RIVOLI PAN-EUROPE: Fitch Cuts Rating on Class C Notes to 'CCC'

* SPAIN: Moody's Sees More Regulatory Reforms for Utilities


U N I T E D   K I N G D O M

DUNFERMLINE ATHLETIC: In CVA Talks with Two Groups
GARRIVAN AND O'ROURKE: In Administration; 50 Jobs Affected
LLANELLI AFC: Put Into Liquidation Over GBP21,000 Tax Debt
TOWERGATE FINANCE: Fitch Affirms 'B' Issuer Default Rating
TOWERGATE HOLDINGS II: Moody's Cuts CFR to 'B3'; Outlook Stable


X X X X X X X X

* EUROPE: Liability Hierarchy Must Prevail in Bank Rescues


                            *********


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B E L G I U M
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BRUSSELS AIRPORT: S&P Raises Corporate Credit Rating From 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services said it has raised its long-
term corporate credit rating on Belgium-based airport operator
The Brussels Airport Co. (BAC) and Brussels Airport Holding
S.A./N.V. (BAH) (together, the group or Brussels Airport) to
'BBB-' from 'BB+'.  At the same time, S&P raised its issue rating
on the group's senior secured debt to 'BBB-' from 'BB+'.  The
outlook is stable.

The upgrade reflects Brussels Airport's improved credit metrics
on its robust earnings and strong profitability, with EBITDA
margin strengthening to above levels of its peers.  Furthermore,
the group's consistent grip on cost control and resilient
traffic, despite weak economic conditions, have underpinned
operating performance.

Brussels Airport's ratio of adjusted funds from operations (FFO)
to debt improved to 13.3% in 2012 (from 11.5% in 2011), owing to
higher EBITDA and modestly reduced debt from internally generated
cash flows, supported by lower-than-previously-anticipated
capital expenditure (capex).  This ratio is consistent with S&P's
guideline of adjusted FFO to debt of more than 12% for the 'BBB-'
rating.

S&P believes that generally firm traffic, the predictable
regulatory regime, demonstrated operating efficiency, and the
ability to adjust capital spending will prop up the group's
continuing resilient financial performance in the next few years.
S&P forecasts that Brussels Airport will achieve a ratio of
adjusted FFO to debt of more than 12% in 2013-2014, despite
higher investments to expand/enhance the airport's infrastructure
and resumed dividend distribution once refinancing is completed.

The rating action also factors in S&P's expectation that the
group will refinance its EUR1.174 billion bank debt due June 2015
well ahead of its maturity.  S&P understands that Brussels
Airport is in advanced negotiations with its existing and new
lenders to refinance the outstanding debt in the next few months.
This will be through a combination of debt instruments of various
tenors, with an aim to better distribute the group's debt
maturity profile.  S&P also understands that Brussels Airport
will extend the term of the existing shareholder loan, as a part
of the refinancing.

"We believe that the weak economic environment in Belgium and
across the eurozone (European Economic and Monetary Union)) will
continue constraining passenger numbers at Brussels Airport in
2013 and 2014 (after +1% growth in 2012), because air travel
usually moves in the same direction as GDP (for our latest
Eurozone economic forecast, "Economic Research: Entrenched In
Recession, Europe Seeks A Balance Between Deleveraging And
Growth," published March 26, 2013, on RatingsDirect).  In our
base-case credit scenario, we forecast muted annual traffic
growth of not more than 1% in 2013 and 2014.  Aeronautical
revenues, however, are expected to rise above that rate due to
tariff increase.  Tariffs, which are reset each April, are based
on inflation/deflation and also include a return for capital
investments.  Higher group's revenues will also be supported by
the gradually improving commercial operations, coming mainly from
the enhanced/expanded retail business," S&P said.

"We forecast that group EBITDA margin will narrow to 56%-57% by
2015 owing mainly to extra service work related to the expansion
and improvement of the airport's infrastructure.  It should then,
according to our base case, bounce back to about 59% in 2016 once
major construction has been completed.  Last year, Brussels
Airport maintained its firm grip on operating costs.  As a
result, EBITDA margin widened to 59.8% in 2012 (from 59.4% in
2011) amid higher traffic and the introduction of the new, but
more expensive, baggage handling system," S&P added.

For default analysis purposes S&P views BAC and BAH as one group,
and S&P consolidates the two entities' debt.  This is because S&P
expects BAH's debt to be serviced only by cash flow transferred
to BAH from BAC.  Consequently, S&P rates BAH at the same level
as BAC.

"We base the 'BBB-' rating on the group on our assessment of its
stand-alone credit profile (SACP) of 'bbb-,' as well as our view
that there is a "low" likelihood that the Kingdom of Belgium
(unsolicited ratings; AA/Negative/A-1+) would provide timely and
sufficient extraordinary support to the group in the event of
financial distress," S&P noted.

The Belgian government maintains a 25% ownership stake in the
group through its investment vehicle, Societe Federale de
Participations et d'Investissement/Federale Participatie-en
Investeringsmaatschappij.  S&P consequently considers Brussels
Airport to be a government-related entity (GRE).  In accordance
with S&P's criteria for GREs, it bases its view of a "low"
likelihood of government support on our assessment of the
group's:

   -- "Limited" link with the Belgian government, due to its 25%
      minority ownership stake.

   -- "Limited" role for the Belgian government.  In S&P's
      opinion, the government is more interested in maintaining
      operations at the airport than in the group's credit
      quality.

The stable outlook reflects S&P's view that Brussels Airport's
operating performance will remain sound amid weak economic
conditions.  S&P therefore believes that the group will maintain
its ratio of adjusted FFO to debt of more than 12% in the next
few years, notwithstanding higher capex between 2013 and 2015 and
resumed dividend payments post refinancing.  Concurrently, S&P
anticipates that Brussels Airport will finalize the refinancing
of its outstanding debt due June 2015 well ahead of the maturity,
thereby extending and better distributing its debt repayment
profile.  S&P also believes that Brussels Airport will extend the
term of its existing shareholder loan, as a part of the
refinancing.

S&P could raise the ratings if Brussels Airport's financial
performance strengthened while its business risk profile remained
"strong."  This could follow a combination of higher earnings,
thanks to a rebound in traffic and expanded retail business; and
application of free operating cash flows for debt reduction,
leading to a sustained ratio of adjusted FFO to debt of more
than 16%.

Conversely, S&P could lower the ratings if it believed that the
group's credit metrics failed to meet its rating guidelines, for
instance with adjusted FFO to debt falling below 12%.  This could
occur owing to weaker economic conditions than S&P currently
anticipates, depressing passenger volumes, or the adoption of a
more aggressive financial policy, resulting in an unexpected
marked increase in financial leverage.  S&P could also take a
negative rating action if the group reduced the amount
outstanding on its shareholder loan, because this could lead S&P
to reassess its view that this instrument is equity-like in
nature.



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C Z E C H   R E P U B L I C
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EP ENERGY: Fitch Assigns 'BB+' Long-term Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has assigned EP Energy, a.s.'s (EPE) EUR600 million
senior secured notes issue due 2018 a final rating of 'BBB-'.
EPE's Long-term Issuer Default Rating is 'BB+'/Stable.

EPE's EUR600 million notes due 2018 and EUR500 million notes due
2019 (representing the bulk of total debt) are secured with
pledges over shares and material assets in certain key operating
companies. An upstream guarantee from all key subsidiaries
(except for MIBRAG, the lignite mine and Prazska Teplarenska) and
a negative pledge covenant mitigate possible structural
subordination. Fitch's estimate supports above average recovery
expectations for the secured debt, which combined with the
provided security and regulated nature of a significant part of
earnings (heat generation, distribution and supply represents 38%
of EBITDA) support a one-notch uplift for the secured debt
instruments.

Key Rating Drivers

- Cash Flow Visibility

EPE's credit profile is supported by its contracted lignite
mining and low-cost heat sales through regional regulated
distribution monopolies. These two core divisions represent over
80% of EPE's EBITDA, with the rest derived from power generation,
trading, and supply, making its earnings and cash flows
relatively stable and predictable. EPE also benefits from
geographical diversification and limited exposure to adverse
regulation.

- Contracted Lignite Mining

Over 90% of EPE's expected external lignite sales (16.7m tons in
2012) are contracted until 2020 and around 60% until 2039 with
high-quality counterparties, made up of efficient base load power
plants in Germany designed to use EPE's lignite. Sales are on
terms reflecting the cost structure of the mining operations (and
inflation) thus limiting EPE's volume and price risk. EPE can
increase its lignite production to supply its cogeneration plants
in the Czech Republic where one of its lignite supply contracts
is facing a price dispute.

- Leader in District Heating

EPE is the largest heat supplier in the Czech Republic with an
installed thermal capacity of 4.1 gigawatts (GW), mostly lignite
fired, and heat supplies of 18.5 peta joules (PJ) in 2012, mostly
to households (57%) and large industrials (20%). The company
supplies around 360,000 households in Prague and other major
cities, representing a stable customer base and it operates one
of the largest low-cost cogeneration plants in the country. EPE's
heat prices are below the market average and those of alternative
heating.

- Emerging Structure and Integration

Fitch considers EPE's short track record in its current business
structure with full ownership of most of the key operations
(excluding 27% of Prazska Teplarenska, PT) as a limiting factor
for the rating. EPE's group structure is complex with a number of
separate operating and holding companies in a number of
jurisdictions. Centralised treasury and cash pooling is still
being developed and operational integration is fairly limited,
despite EPE's presence in the entire energy chain from pit to
retail supply.

- Aggressive Financial Profile

EPE's leverage is above that of most rated Central European
peers, and the management is evaluating a number of acquisition
targets that may delay expected debt reduction. The dividend
policy allows for a payout of 50% of net income, subject to a
leverage target of not higher than 3.0x (net debt to EBITDA).

- Adequate Liquidity

As of end-2012, EPE's unrestricted cash stood at CZK3.8bn and the
liquidity was further supported by CZK9.8bn of undrawn medium-
term committed credit lines (excluding revolving facility of
CZK1.9bn), compared to CZK9.6bn of short-term debt (mainly
shareholder financing).

RATING SENSITIVITIES:
Positive: Future developments that may, individually or
collectively, lead to positive rating action include:

- Longer track record with the current business structure of
   greater vertical integration of operations, supporting fuel
   supply self-sufficiency without significant cost implications
   for the group.

- Reduction of target and Fitch's expected leverage to a level
   more comparable with regional peers (funds from operations
   (FFO) adjusted net leverage below 3.5x on sustained basis).

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

- A more aggressive financial policy (including opportunistic
   M&A or higher dividends) that would increase Fitch-expected
   FFO adjusted net leverage to around 4.0x on a sustained basis.

- Significant deterioration in business fundamentals due to a
   large and sustained increase in the carbon dioxide price or a
   fall in natural gas prices or structural heat demand decline
   (perhaps as a result of more effective insulation and/or
   higher ambient temperatures).



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G E R M A N Y
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ENTRY FUNDING: Fitch Affirms 'C' Ratings on 4 Note Classes
----------------------------------------------------------
Fitch Ratings has affirmed Entry Funding No. 1 PLC's notes, as
follows:

  Class A notes (ISIN: XS0277614532): PIF

  Class B notes (ISIN: XS0277614706): PIF

  EUR7.8m class C notes (ISIN: XS0277614888): affirmed at 'Csf',
  'RE0%'

  EUR10m class D notes (ISIN: XS0277614961): affirmed at 'Csf',
  'RE0%'

  EUR11m class E notes (ISIN: XS0277615000): affirmed at 'Csf',
  'RE0%'

  EUR5m class F notes (ISIN: XS0277615265): affirmed at 'Csf',
  'RE0%'

Key Rating Drivers

The transaction's scheduled maturity was in September 2011. At
that time the available funds were sufficient to fully redeem the
class A notes and partially redeem the class B notes. The
portfolio consisted primarily of non-performing assets recorded
in the principal deficiency ledger (PDL). Payments on the
remaining notes can only be made from recoveries on the defaulted
assets until legal final maturity in September 2013. The class B
notes were paid in full in March 2013.

The total number of PDL events is 54, corresponding to EUR65.3
million. Of the 54 assets, the workout process for 24 has been
completed, with accumulated recoveries equal to EUR23.2 million,
yielding a recovery rate of 35.5%. This is an increase of 4.6%
compared with the cumulative recovery rate at the time of the
last review in April 2012, which was 30.9%. For the remaining
loans (30), the recovery process is still ongoing.

RATING SENSITIVITIES

The currently outstanding PDL balance is EUR33.8 million, which
is equal to the outstanding note balance. As there are no
outstanding assets, the only way that the PDL can be reduced is
through recoveries.

Recoveries are highly uncertain, especially given the short
remaining term until legal final maturity of the notes. In
Fitch's view, it is very unlikely that sufficient funds will be
obtained to pay principal and interest (which is due only at
legal final maturity) on the outstanding notes. As a result,
default appears imminent. The current ratings of the notes
reflect this situation and have thus been affirmed.

Fitch assigns Recovery Estimates (REs) to all notes rated 'CCCsf'
or below. REs are forward-looking recovery estimates, taking into
account Fitch's expectations for principal repayments on a
distressed structured finance security. Fitch has maintained its
RE of 0% for all the outstanding notes.

The transaction is a cash securitization of certificates of
indebtedness (Schuldscheindarlehen) of German SMEs originated and
serviced by Landesbank Baden-Wuerttemberg (LBBW, A+/Stable/F1+).
The Schuldschein programme was conducted by LBBW in cooperation
with Baden-Wuerttembergische Bank, Landesbank Rheinland-Pfalz,
and several German savings banks.


HSH NORDBANK: Debtors Agree to Transfer Ship Ownership to Navios
----------------------------------------------------------------
Reuters reports that HSH Nordbank said it had cut its exposure to
bad shipping loans by persuading struggling debtors to transfer
ownership of some vessels to U.S.-listed shipping company Navios.

According to Reuters, the deal, unveiled on Monday, may provide a
blueprint for the financing of ships that are insolvent and a way
for the Hamburg-based lender to cut its EUR9 billion (US$11.7
billion) portfolio of bad ship loans, which has already forced it
to seek state aid.

"We are already in talks with other ship owners, which showed
interest in this transaction", Reuters quotes Wolfgang Topp, who
heads up HSH Nordbank's restructuring unit, as saying.

HSH said struggling debtors that owe HSH EUR300 million (US$390
million) worth of loans have agreed to transfer ownership of 10
tankers and container ships to Navios, Reuters relates.

In exchange, Navios will give HSH around EUR130 million in cash,
Reuters discloses.  The remainder of the debt is converted into a
participating loan that gives HSH the opportunity to recover the
original amount if the markets improve, Reuters notes.

Navios has pledged to contribute fresh capital and operate the
ships for at least six years, Reuters says.

Under the deal, ship owners are released from their debt
obligations, Reuters states.

HSH Nordbank -- http://www.hsh-nordbank.com/-- is a commercial
bank in northern Europe with headquarters in Hamburg as well as
Kiel, Germany.  It is active in corporate and private banking.
HSH's main focus is on shipping, transportation, real estate and
renewable energy.

                           *     *     *

As reported by the Troubled Company Reporter-Europe on Jan. 22,
2013, Moody's Investors Service downgraded HSH Nordbank AG's
standalone bank financial strength rating (BFSR) to E, equivalent
to a standalone credit assessment of caa2, from E+/b3.
Concurrently, Moody's extended the review for downgrade on
HSH's long and short-term debt and deposit ratings of Baa2 and
Prime-2, respectively.

The lowering of the standalone BFSR reflects the significant
challenges faced by HSH in its efforts to stabilize its franchise
and comply with compensation measures for earlier state aid.
Asset-quality deterioration and the resulting pressure on capital
have triggered renewed requirements for capital strengthening
which Moody's expects to include additional support from the
bank's owners. This support would imply an additional financial
burden for the fragile group. The E/caa2 standalone credit
strength better reflects Moody's view that HSH has reached a
critical stage.


SCHAEFFLER: Moody's Assigns 'Ba3' Rating to New EUR1-Bil. Notes
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating, with a loss
given default assessment of LGD3 38%, to Schaeffler's proposed
approximately EUR1.0 billion and/or US-Dollar equivalent senior
secured notes. The B1 corporate family rating and B1-PD
probability of default rating are not affected. The outlook on
all ratings is positive.

Ratings Rationale:

The B1 corporate family rating is supported by Schaeffler's solid
business profile evidenced by (i) leading market positions in the
bearings and automotive component and systems market with number
one to three positions across the wide ranging product portfolio
in a relatively consolidated industry; (ii) its leading
mechanical engineering technology platform supporting a
competitive cost structure and the development of innovative
products; (iii) a well diversified customer base, especially in
the Industrial division, but also to the extent possible in the
consolidated automotive industry and a sizable aftermarket
business which accounts for more than 20% of group revenues.

The rating also benefits from (iv) Schaeffler's proven business
model with a good track record of operating performance and
margin levels well above the automotive supplier industry
average; (v) an experienced management team as well as (vi) a
good innovative power evidenced by a high number of patents,
founded on a notable amount of R&D expenses of above 5% of
revenues per year.

The rating is constrained by (i) the combined high indebtedness
and leverage of the operating level ("Schaeffler Group" or
"Schaeffler AG") and the holding level, the latter of which also
includes the junior debt incurred by parent companies of
Schaeffler AG; (ii) the organizational and legal complexity and
evolving structure of Schaeffler in its current state as well as
(iii) Moody's expectation that debt levels will not be materially
reduced over the short to medium term as (iv) free cash flow
generation will be challenged by high interest expense,
increasing capital expenditure and dividend payments to the
holding level - despite strong operating performance.

Proceeds from the announced bond issue will be used to repay part
of Schaeffler's bank loans under the senior facility agreement of
December 2012.

Debt outstanding under the company's bank loan is secured by
pledges over Continental shares held by Schaeffler AG, material
group companies, cash pool accounts and receivables. The Ba3
rating for the issued bonds is at the same level as the bank
debt, as these bonds rank pari passu with the debt under the
senior loan facilities.

The positive outlook incorporates Moody's expectation that
Schaeffler will (i) be able to maintain its solid operating
performance with further improvements of the absolute amount of
EBITDA over the next two to three years even though Moody's
believes that margins might have reached their peak in 2011; (ii)
be able to generate at least slightly positive free cash flows
over the next two to three years and (iii) apply these to debt
reduction.

The ratings could be upgraded over the next 12-18 months should
Schaeffler be able to (i) generate sustainably positive free cash
flows which would be applied to a further debt reduction that
would also contribute to (ii) a sustainable reduction of its high
leverage (Debt/EBITDA) in a more challenging market environment
next year to no more than 4.25x. These performance achievements
should go along with unchanged or improved market positions and
technological leadership positions.

The ratings could come under pressure in case of (i) a
significant weakening in Schaeffler's operating performance and
cash flow generation evidenced by EBIT margins below 15% and
material negative free cash flow; (ii) inability to sustain its
current leverage of below 4.75x over the coming years as well as
(iii) weakening of its liquidity profile including the possible
failure to perform within the currently comfortable headroom
under its financial covenants.

As of December 31, 2012 Moody's considers Schaeffler Group's
short term liquidity over the next 12 months to be good. Based on
Moody's calculation the company has access to cash sources of
more than EUR2.5 billion comprising a cash balance of EUR433
million (thereof a minor portion of restricted cash), expected
FFO, and a revolving credit facility of EUR1.0 billion currently
mostly undrawn. Cash uses consisting of working capital
requirements, capex, working cash for day to day needs as well as
cash needs upstreamed to the holding level for payment of taxes,
interest payment and operating / advisory costs should be fully
covered by the sources. Given the expected limited free cash flow
generation in the next couple of years, the ability to refinance
existing debt when it comes due will be a key challenge for
Schaeffler Group. At the same time Moody's notes that Schaeffler
has no near-term debt maturities.

Structural Considerations

When assessing the structure of Schaeffler's liabilities Moody's
includes the junior debt located at the level of Schaeffler
Verwaltungs GmbH and Schaeffler Holding GmbH & Co. KG. This debt
is secured by pledges over Continental shares held by Schaeffler
Verwaltungs GmbH as well as shares in Schaeffler AG. This
assessment is consistent with Moody's approach when assessing the
corporate family rating of Schaeffler AG given the absence of a
complete ring-fencing between Schaeffler AG and its subsidiaries
from the holding level.

Moody's views the junior debt as legally and structurally
subordinated to the senior debt at Schaeffler AG level as well as
to trade claims, pension obligations and lease rejection claims
at operating entities. Based on Moody's recovery analysis the
debt outstanding under the Senior Facilities Agreement of
December 2012, the existing EUR2.3 billion worth of notes issued
in February/July 2012 as well as the announced senior secured
notes to be issued by Schaeffler Finance B.V. and guaranteed on a
senior basis by Schaeffler AG and certain subsidiaries of
Schaeffler AG are rated one notch above the corporate family
rating as a result of a recovery rate calculated at 62%, higher
than the group average assumed to be 50% in Moody's LGD model.
Consequently, the Senior term loan facility C2 has a Ba3 rating
with a LGD3 at 38% and the issued bonds have a Ba3 rating with a
LGD3 at 38%.

The principal methodology used in this rating was the Global
Automotive Supplier Industry published in January 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 Herzogenaurach, Germany, Schaeffler is a leading
manufacturer of rolling bearings and linear products worldwide as
well as a renowned supplier to the automotive industry. The
company develops and manufactures precision products for
everything that moves -- in machines, equipment and vehicles as
well as in aviation and aerospace applications. The group
operates under three main brands -- INA, FAG and LuK. In FY2012,
Schaeffler AG generated revenues of approximately EUR11.1
billion.



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EMPORIKI BANK: Moody's Affirms 'Caa2' Ratings After Alpha Merger
----------------------------------------------------------------
Moody's Investors Service affirmed the Caa2 deposit and senior
unsecured debt ratings assigned to Emporiki Bank of Greece S.A.,
with a negative outlook. Moody's also affirmed Emporiki's
standalone bank financial strength rating (BFSR) of E, mapping to
a baseline credit assessment (BCA) of caa3.

The affirmation follows Emporiki's acquisition by Alpha Bank AE
(deposits Caa2 negative, BFSR E/BCA caa3) and reflects Moody's
view that Emporiki's ratings will remain at the same level as the
ratings of its new parent. The rating action follows the
publication of the summary terms of the merger agreement by Alpha
Bank on April 15, 2013.

Ratings Rationale:

Moody's has affirmed all ratings it assigns to Emporiki following
its acquisition by Alpha Bank, as they are already aligned with
the ratings of its new parent. The rating outlook for Emporiki's
deposit and debt ratings is negative, reflecting the significant
downside risks in Greece's stressed operating environment and the
possibility of a further deterioration in the bank's financial
position.

Although Moody's recognizes that Emporiki had strengthened its
capital base just prior to its acquisition, the rating agency
also notes that its assets and liabilities will be taken-over by
the new parent and that the legal entity Emporiki will cease to
exist.

What Could Move the Ratings Up/Down

Any indication of a further deterioration in Emporiki's financial
standing could exert downward pressure on its ratings,
considering the protracted and deep recession in Greece.

As indicated by the negative outlook, Moody's believes there is
little likelihood of any upward rating momentum in the near term.

List of Affected Ratings

Emporiki Bank of Greece SA and Emporiki Group Finance plc:

Deposit ratings affirmed at Caa2/NP
Long-term senior unsecured debt rating affirmed at Caa2
BFSR affirmed at E, equivalent to a BCA of caa3

All these ratings, except the BFSR, have a negative outlook. The
outlook on the E BFSR is stable.

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

Emporiki Bank of Greece SA is headquartered in Athens, Greece,
and reported total assets of EUR19.5 billion as of December 2012.


EUROBANK: Falls Under Gov't Control; Fund to Cover Rights Issue
---------------------------------------------------------------
Stellios Bouras at Dow Jones Newswires reports that Eurobank said
Monday it will turn exclusively to government aid to boost its
capital, making it the first domestic bank to fall under state
control.

The lender eschewed plans to raise money from investors that
would have secured management control of the lender, Dow Jones
discloses.

According to Dow Jones, like other banks in Greece, Eurobank got
into financial difficulties after it incurred steep losses last
year from Greece's debt restructuring and was also hit with
rising non-performing loans.

Dow Jones relates that Eurobank said that its board decided that
the Hellenic Financial Stability Fund will fully cover a EUR5.8
billion (US$7.57 billion) rights issue, making it the first of
the country's systemic banks to be fully recapitalized as early
as next week.

"As one of the four systemic banks, Eurobank intends to actively
engage in the strategic restructuring of the Greek banking system
through the acquisition of smaller non-systemic banks," Dow Jones
quotes Eurobank as saying in a statement.

Headquartered in Athens, Greece, Eurobank --
http://www.eurobank.gr/-- is a European banking organization
with total assets of EUR60.8 billion, offering universal banking
across eight countries.  Eurobank has a dynamic presence in
Greece and holds lead positions in Bulgaria, Romania and Serbia,
offers discerning Wealth Management services in Cyprus,
Luxembourg and London and is also present in the Ukraine.  In
February 2013, Eurobank became a member of the NBG Group.


PIRAEUS BANK: Buys Assets of BCP; Avoids State Control
------------------------------------------------------
George Georgiopoulos and Andrei Khalip at Reuters report Piraeus
Bank on Monday said it has clinched a deal with a Portuguese bank
to meet its fundraising targets and stay out of state hands.

Greece's top four lenders need a combined EUR27.5 billion to
replenish their capital after severe losses incurred during the
country's debt crisis, Reuters discloses.  Under the terms of
Greece's international bailout they must raise at least a tenth
of the capital they need from private investors or be
nationalized, Reuters notes.

Reuters relates that Piraeus said it achieved its goal of
remaining in private hands by agreeing a deal to buy the Greek
assets of Millennium BCP in return for the Portuguese lender
buying EUR400 million (US$523 million) of Pireaus shares.

The deal between Piraeus and Millennium reflects efforts to
consolidate the Greek banking sector into a smaller number of
stronger players and is the latest in a series of Piraeus
purchases, Reuters notes.

As in previous deals, it is effectively being paid by Millennium
to take the latter's Greek business off its hands, Reuters
states.

The nominal value of the deal, which sent Piraeus shares up 15%,
is small, with Piraeus paying only EUR1 million (US$1.3 million)
for the unit, Reuters notes.  The broader significance lies in
BCP's participation in Piraeus's recapitalization, Reuters
discloses.

The deal, Reuters says, will also improve the solvency ratio at
Portugal's largest listed bank, by diminishing its risky assets
and alleviating concerns about the need for extra capital in the
bailed out country's financial sector.

Piraeus had also planned to raise up to EUR400 million through a
private share placement and up to 6.94 billion from a rights
issue to boost its capital base, Reuters discloses.

Under Monday's deal BCP will take up Piraeus's private placement,
Reuters says.

Piraeus said the deal would improve its capital position and
profitability, helping it more than cover a 10% private sector
participation requirement in its upcoming rights issue to remain
privately run, Reuters notes.

According to Reuters, Piraeus, which was advised on the deal by
Barclays, Deutsche Bank and Lazard Freres, said BCP will
recapitalize the Greek unit with EUR400 million before the sale.

BCP, as cited by Reuters, said the deal allows it to
deconsolidate about EUR4 billion in risk-weighted assets, while
the recapitalization and Piraeus's private placement do not
require it to commit any new cash.

The Portuguese bank had already booked a EUR427 million provision
for losses in its Greek arm, which covers the recapitalization,
Reuters discloses.  According to Reuters, the money for the
Piraeus private issue will come from existing loans already
granted by BCP to its subsidiary.

Piraeus Bank is Greece's second-largest lender.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on April 8,
2013, Standard & Poor's Ratings Services said that it had
affirmed its 'CCC/C' long- and short-term counterparty credit
ratings on Piraeus Bank S.A.  S&P said the outlook is negative.



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


AURELIUS EURO 2008-1: S&P Lowers Rating on Class C Notes to CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Aurelius Euro CDO 2008-1 Ltd.'s Snr Loan B and the class C notes.
At the same time, S&P has affirmed its ratings on the Snr Loan A
and the class D notes.

The rating actions follow S&P's assessment of the transaction's
performance using data from the latest available trustee report,
dated Feb. 21, 2013.

S&P subjected the capital structure to a cash flow analysis to
determine the break-even default rate for each rated class of
notes at each rating level.  In S&P's analysis, it used the
reported portfolio balance that it considers to be performing
(EUR92,927,954), the current weighted-average spread (1.27%), and
the weighted-average recovery rates that S&P calculated in
accordance with its 2012 criteria for rating collateralized debt
obligations (CDOs) of structured finance assets.  S&P applied
various cash flow stress scenarios, using nine different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

During S&P's analysis, it has observed that the aggregate
collateral balance has decreased by EUR4.41 million (to
EUR92.93 million from EUR97.34 million) since S&P's last rating
actions on Aug. 20, 2012, which, in its view, has reduced the
credit enhancement for all classes of notes.  In S&P's opinion,
the reduced collateral balance stems from notional write-offs due
to restructured loans.

S&P has also observed that the overcollateralization test results
and the credit quality of the pool have worsened since its August
2012 review.

In addition, S&P has noted an increase in the weighted-average
spread to 127 basis points (bps) from 121 bps over the same
period.

In S&P's opinion, taking into account the results of its credit
and cash flow analysis, the credit enhancement available to the
Snr Loan A and the class D notes is commensurate with the
currently assigned ratings.  S&P has therefore affirmed its 'BB-
(sf)' rating on the Snr Loan A and our 'CCC+ (sf)' rating on
the class D notes.

S&P's credit and cash flow analysis of the Snr Loan B and the
class C notes indicated that the level of credit enhancement is
commensurate with lower ratings than previously assigned.  S&P
has therefore lowered to 'B (sf)' from 'B+ (sf)' its rating on
the Snr Loan B and to 'CCC+ (sf)' from 'B- (sf)' its rating on
the class C notes.

Aurelius Euro CDO 2008-1 is a cash flow mezzanine structured
finance CDO of a portfolio that consists predominantly of
residential mortgage-backed securities as well as commercial
mortgage-backed securities, and, to a lesser extent, CDOs of
corporates and CDOs of asset-backed securities.  The transaction
closed in May 2008 and is managed by Omicron Investment
Management GmbH.

          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

Aurelius Euro CDO 2008-1 Ltd.
EUR120.1 Million Senior Floating-Rate Loan A and Senior
Deferrable Floating-Rate
Loan B and Deferrable Floating-Rate And Subordinated Notes

Ratings Lowered

Snr Loan B      B (sf)       B+ (sf)
C               CCC+ (sf)    B- (sf)

Ratings Affirmed

Snr Loan A      BB- (sf)
D               CCC+ (sf)


BLOXHAM: Membership Revocation May Be Subject to Judicial Review
----------------------------------------------------------------
Ann O'Loughlin at Irish Examiner reports that the Irish Stock
Exchange has asked the Commercial Court to rule whether or not
decisions made by it may be judicially reviewed.

Irish Examiner relates that Mr. Justice Peter Kelly on Monday
fixed June 25 for determination of that matter as a preliminary
issue in an action by the liquidator of Bloxham stockbrokers
against the Irish Stock Exchange.

The liquidator claims Bloxham's EUR6 million value on the
exchange was set at nought after its exchange membership was
revoked, Irish Examiner discloses.  Mr. Justice Kelly had
previously queried why two sets of proceedings had been brought
by liquidator Kieran Wallace challenging the revocation decision
made last December, Irish Examiner recounts.

The judge suggested the matter might better proceed via one
action rather than via both judicial review proceedings and
plenary action, as of now, and asked both sides to consider that,
Irish Examiner relates.

He was told on Monday by Lyndon MacCann, counsel for the
liquidator, that his side had written to the ISE solicitors
suggesting the public law issues could be addressed in the
plenary case, Irish Examiner recounts.

The counsel, as cited by Irish Examiner, said that the ISE was
not agreeable to that and wanted the matter struck out on the
basis of its argument there was no public law element at all.

The judge said he had made the suggestion but it had not met with
approval, Irish Examiner notes.  In the circumstances, he granted
an application by Paul Sreenan, counsel for the Exchange, to fix
for trial, as a preliminary issue, whether the ISE may be subject
to judicial review, Irish Examiner discloses.

Mr. Sreenan also indicated his side may proceed with an
application to have the liquidator provide security for the legal
costs of the case, Irish Examiner notes.  That matter will be
addressed later, Irish Examiner says.

Bloxham, a limited partnership, was ordered to cease trading by
the Central Bank last summer after it was revealed it was
undercapitalized, Irish Examiner recounts.

The partners applied to have it wound up saying they saw no
prospect of an improvement in its trading position and the High
Court later confirmed Mr. Wallace as liquidator, Irish Examiner
relates.

The firm's largest creditors included National Irish Bank, owed
EUR8.5 million, and the Revenue Commissioners, owed EUR2.3
million, Irish Examiner discloses.  Bloxham's held membership of
the Irish and London stock exchanges, Irish Examiner notes.

Last December, the ISE revoked its membership, Irish Examiner
recounts.

Bloxham is one of Ireland's oldest stockbrokers.



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


BANK CENTERCREDIT: Fitch Assigns 'B' Rating to Local Notes
----------------------------------------------------------
Fitch Ratings has assigned Bank CenterCredit's (BCC) subordinated
local notes a Long-term local currency rating of 'B', National
Rating of 'BB+(kaz)' and Recovery Rating of 'RR5'.

The subordinated bonds were placed in 2005-2010. The bonds are
trading in the local market and are governed by Kazakh law.

KEY RATING DRIVERS

The Recovery Rating of 'RR5' and a one-notch difference between
the issues' Long-term local currency rating and BCC's Issuer
Default Rating (IDR)/senior debt rating of 'B+' is due to lower
recoveries expectation in case of default compared with senior
debt.

RATING SENSITIVITIES

The rating of the notes is expected to move in tandem with BCC's
IDR. BCC's ratings could be upgraded by several notches,
potentially to investment grade, if Kookmin consolidates a
majority stake in the bank and affirms its strategic commitment
to BCC.

The following 11 issues have been rated by Fitch at
'B'/'BB+(kaz)'/'RR5':

  7 KZT2,000m due May 31, 2015
  8 KZT2,000m due August 16, 2015
10 KZT3,000m due October 8, 2015
13 KZT4,000m due April 13, 2016
14 KZT5,000m due October 10, 2016
15 KZT3,000m due April 26, 2017
18 KZT5,000m due December 5, 2022
19 KZT6,000m due June 27, 2018
20 KZT3,500m due November 11, 2023
22 KZT12,000m due November 27, 2019
23 KZT10,000m due November 27, 2024

BCC's other ratings are:

-- Long-term foreign and local currency IDR 'B+', Outlook Stable

-- Short-term foreign currency IDR 'B'

-- National Long-term Rating 'BBB(kaz)', Outlook Stable

-- Viability Rating 'b+'

-- Support Rating '5'

-- Senior unsecured debt 'B+'; Recovery Rating 'RR4'

-- National senior unsecured debt rating 'BBB(kaz)'.



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


NORD GOLD: Moody's Assigns First-Time 'Ba3' CFR; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
and Ba3-PD probability of default rating to Nord Gold N.V., an
international gold producer incorporated under the laws of the
Netherlands.

Concurrently, Moody's has assigned a provisional (P)Ba3 rating
(with a loss-given default assessment of LGD4, 50%) to the
proposed senior unsecured debt issued by the company. Nordgold
plans to use the net proceeds from the issue and sale of the
guaranteed notes for refinancing and general corporate purposes.
The outlook on the ratings is stable. This is the first time that
Moody's has assigned ratings to Nordgold.

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.

"The Ba3 rating we have assigned to Nordgold balances the
company's diversified operational and geographic profile, strong
credit metrics and conservative financial policy with its fairly
small size, limited product diversification and execution risks
related to realization of its development projects in
jurisdictions with heightened business risk," says Denis
Perevezentsev, a Moody's Vice President and lead analyst for
Nordgold.

Ratings Rationale:

The assigned Ba3 rating primarily reflects (1) Nordgold's fairly
small size, with revenue and gold production in 2012 of $1.2
billion and 717 thousand ounces, respectively; (2) its
substantial capex program and execution risks, which are common
for gold mining companies; (3) the heightened business and
political risks in the countries in which the company operates
and has substantial reserves (inter alia, Burkina Faso, Guinea);
(4) the company's lack of product diversification, given that it
does not have any by-products; and (5) its elevated cash costs of
$836 per ounce in 2012 owing to a combination of factors,
including the absence of by-products and lower recovery levels at
some of its operations.

More positively, the rating also reflects Nordgold's (1) long-
life reserve base, dominated by open-pit mines with total
reserves of 12.6 million ounces, an average reserve life of 13
years and average gold content of around 1.09 grams/tonne; (2)
good operational and geographic diversification, given that the
company has nine active mines and a portfolio of development and
advanced exploration projects in Russia, Kazakhstan and West
Africa; (3) strong track record of organic growth via the
conversion of reserves into production -- in early 2013 the
company launched Bissa mine in Burkina Faso, which will further
contribute to the company's diversified operational and
geographic profile; (4) strong credit metrics despite some
setbacks seen in 2012 and a conservative financial profile, with
a commitment to maintaining net debt/EBITDA below 2.0x, which
Moody's expects the company will be able to maintain through the
cycle; and (5) strong corporate governance practices: the company
has been listed on the London Stock Exchange since 2012 and half
of the board of directors comprises experienced independent
directors.

The (P)Ba3 rating assigned to the notes is equivalent to
Nordgold's CFR. Obligations under the notes will rank pari passu
with the company's other unsecured debt. The transaction
structure for the notes envisages that they will be guaranteed by
its operating subsidiaries. The noteholders will benefit from
certain covenants, including a financial covenant of gross
debt/EBITDA not exceeding 3.5x.

Stable Outlook

The stable outlook on the rating reflects Moody's expectation
that, despite gold price volatility, Nordgold will continue to
generate significant operating cash flows, supporting the
company's capex requirements, prudently manage its investment
decisions, maintain conservative debt levels and strong credit
metrics. The outlook also reflects Moody's expectation that the
company will be able to successfully ramp up the newly launched
Bissa project and commence operations at its Gross deposit in
Russia in 2014 without significant cost overruns or delays.
Furthermore, the outlook assumes that the company will continue
to follow its strategy of organic growth whilst maintaining a
conservative finance policy, with leverage, as measured by the
adjusted debt/EBITDA ratio, not exceeding 3.0x and adequate
liquidity.

What Could Change The Rating Up/ Down

Positive pressure on the outlook or rating is unlikely over the
next 12-18 months given the company's limited scale of
operations. Positive pressure on the rating could develop if
Nordgold is able to (1) improve its cost profile; and (2) achieve
its growth targets following the execution of its capex program
in 2013, successfully ramping up its Bissa project during 2013
and launching the Gross project in 2014-2015 while demonstrating
track record of adhering to conservative capital structure.

Conversely, negative pressure could be exerted on the rating if
Nordgold experiences substantial delays or cost overruns in the
execution of its projects or if the company's operating
performance deteriorates as a result of lower gold prices, higher
operating costs or falling gold recoveries such that adjusted
debt/EBITDA exceeds 3.5x on a sustained basis.

Principal Methodology

The principal methodology used in rating Nordgold 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.

Nordgold is an established pure-play gold producer with nine
producing mines, one large-scale development project, five
advanced exploration projects and a broad portfolio of early
exploration projects and licenses located across West Africa in
Guinea and Burkina Faso, Kazakhstan and the Russian Federation.
Since undertaking its operations in 2007, Nordgold has grown both
through acquisitions and organically. Nordgold's mineral resource
base and ore reserves estimated according to the guidelines of
the JORC Code as at January 1, 2013 consisted of 12.6 million
ounces (Moz) of proven and probable gold reserves, 17.9 Moz of
gold resources and 123 Moz of silver resources classified as
measured and indicated, and 16.7 Moz of gold resources and 145
Moz of silver resources classified as inferred (all estimates are
given on a 100% basis).

In both 2012 and 2011, Nordgold reported revenue of $1.2 billion,
and EBITDA of $493 million and $574 million, respectively. These
values reflected margins of 41.2% and 48.6%, respectively.

The company owns the Taparko and Bissa mines in Burkina Faso, as
well as the Irokinda, Zun-Holba and Berezitovy mines and 50% of
Prognoz silver deposit in Russia through High River Gold Mines
Ltd., in which Nordgold holds a 100% interest, whilst it owns the
Lefa mine in Guinea through Crew Gold Corporation, in which
Nordgold also holds a 100% interest. Nordgold maintains a 100%
interest in each of the Neryungri, Aprelkovo and Suzdal mines.

Mr. Alexey Mordashov owns 84.4% of ordinary shares in the
company.



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


CREDIT BANK: Fitch Assigns 'B+(EXP)' Rating to New Sub. Debt
------------------------------------------------------------
Fitch Ratings has assigned Credit Bank of Moscow's (CBOM; BB-
/Stable/bb-) upcoming "new style" subordinated debt issue with
write-off features a 'B+(EXP)' expected rating. The final rating
is contingent upon the receipt of final documents conforming to
information already received.

Key Rating Drivers

CBOM's "new style" Tier 2 subordinated debt issue has been rated
one notch lower than the bank's Viability Rating (VR). This
includes (i) zero notches for additional non-performance risk
relative to the VR, as Fitch believes these instruments should
only absorb losses once a bank reaches, or is very close to, the
point of non-viability; and (ii) one notch for loss severity,
(one notch, rather than two, as these issues will not be deeply
subordinated, and will actually rank pari passu with "old style"
subordinated debt in case of a bankruptcy).

The issue will have coupon/principal write-down features, which,
in accordance with recently adopted Russian legislation, will be
triggered in case (i) the bank's core Tier 1 capital adequacy
ratio decreases below 2%; or (ii) bankruptcy prevention measures
are introduced in respect to the bank. The latter is possible as
soon as a bank breaches any of its mandatory capital ratios, or
is in breach of certain other liquidity and capital requirements.

For more details on Fitch's approach on rating subordinated debt
issues of Russian banks see Implementation of New Capital Rules
in Russia: Moderately Positive, Unlikely to Lead to Rating
Changes dated 19 April 2013 at www.fitchratings.com.

Rating Sensitivities

The issue rating is linked to the bank's VR, and would therefore
likely be upgraded or downgraded following similar action on the
VR.

Upside potential for CBOM's ratings is unlikely in the near term
unless loan growth moderates further, the amount of relationship
based lending reduces and funding costs decrease. Downside
pressure on CBOM's ratings could arise if there is a material
deterioration in asset quality and/or relationship-based lending
increases.



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


BANCO FINANCIERO: S&P Cuts Ratings on Sub. Instruments to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it has lowered its
issue ratings to 'D' from 'CC' on five nondeferrable subordinated
instruments issued by Spain-based Banco Financiero y de Ahorros
S.A. (BFA; B-/Negative/C).

The rating action follows the announcement by BFA's controlling
shareholder, the FROB (Fondo de reestructuracion ordenada
bancaria, which is the bank recapitalization fund of the Spanish
government), on April 17, 2013, of the conditions of a mandatory
tender offer to holders of all preference shares, and deferrable
and nondeferrable subordinated debt issued or guaranteed by BFA
or Bankia.

The rating action reflects S&P's view that the offer constitutes
a "distressed exchange" under its criteria, as investors will
receive less value than the original promise.  Securities will be
acquired at a discount over face value and suffer a significant
loss when converting into Bankia's share capital or a deposit.
Furthermore, participation in the offer is mandatory.

The buy-back of hybrid instruments and conversion in
equity/deposits is the final step in Bankia and BFA's
recapitalization process with public funds.  It is a necessary
step for the group to resume compliance with minimum regulatory
capital ratios.

S&P only rates five of the 28 nondeferrable subordinated
instruments that are subject to the buy-back (those with ISIN
numbers: ES0214950125, ES0214950216, ES0214950166, ES0214950141,
and ES0214950182), which together have an outstanding amount of
EUR854 million.  All of the instruments were originally issued by
the former Caja de Ahorros y Monte de Piedad de Madrid, and the
current obligor is BFA.

S&P also rates one preference share issue (ISIN number:
ES0115373005), out of the 16 that are subject to the mandatory
tender, which the former Caja Madrid Finance Preferred S.A.
issued in November 2004, and is currently guaranteed by BFA.
This has an outstanding amount of EUR1.9 million.  The rating on
this issue is not affected by the rating action as it already
lowered it to 'C' on July 11, 2012, after BFA missed its dividend
payment.

The action does not affect any of S&P's other ratings on BFA or
Bankia.  S&P has not revised its counterparty credit ratings on
BFA and Bankia because, according to its criteria, S&P do not
revise an issuer credit rating to 'SD' if it defaults on an
instrument that qualifies as capital for regulatory purposes.  In
addition, S&P has not lowered its ratings on Bankia's euro
medium-term note program because they reflect the issue ratings
that S&P would assign to instruments issued under the program.
S&P do not expect future subordinated instruments issued under
the program to be affected by the burden-sharing exercise
currently underway.


BEFESA ZINC: Interest Sale Prompts Moody's to Review B2 Ratings
---------------------------------------------------------------
Moody's Investors Service placed under review with direction
uncertain the B2 Corporate Family Rating and the B2-PD
Probability of Default Rating of Befesa Zinc S.A.U.

Concurrently, Moody's has placed under review with direction
uncertain the B2 rating of Befesa Zinc's EUR300 million senior
secured notes due 2018, issued by Zinc Capital S.A, a finance
vehicle of Befesa Zinc.

On Review Direction Uncertain:

Issuer: Befesa Zinc, S.A.U

  Probability of Default Rating, Placed on Review Direction
  Uncertain, currently B2-PD

  Corporate Family Rating, Placed on Review Direction Uncertain,
  currently B2

Issuer: Zinc Capital S.A

  Senior Secured Regular Bond/Debenture May 15, 2018, Placed on
  Review Direction Uncertain, currently B2

Outlook Actions:

Issuer: Befesa Zinc, S.A.U

Outlook, Changed To Rating Under Review From Negative

Issuer: Zinc Capital S.A

Outlook, Changed To Rating Under Review From Negative

Ratings Rationale:

The rating review was prompted by Abengoa S.A.'s announcement
that it has entered into an agreement to sell its complete
interest in Befesa Medio Ambiente S.A., the parent company of
Befesa Zinc, to investment firm Triton for an enterprise value of
EUR1,075 million.

Abengoa will receive a net cash inflow of EUR352 million and the
agreement includes a EUR48 million vendor note as well as a
EUR225 deferred consideration in form of a convertible loan,
exchangeable into shares of Befesa Medio Ambiente if Triton exits
the firm in future.

At this stage it is yet uncertain if the proposed transaction
will close successfully and, if so, the ultimate impact on
bondholders at Befesa Zinc. However, bondholders and
counterparties under Befesa Zinc's hedging agreements are
protected by change of control clause that would limit their
downside, if the acquirer has agreed respective financing sources
in advance. If the hedging agreements would be terminated, this
would have negative effects on Befesa Zinc's performance, and
hence, leverage, as current Zinc prices are below the prices
which Befesa Zinc has hedged for.

It is currently expected that Befesa Zinc's current management
team will remain in place.

The review will focus on the capital structure and financial
profile of Befesa Zinc following the transaction. More so, the
review will focus on the type of business plan that the new owner
will have for Befesa Medio Ambiente S.A. and its subsidiary
Befesa Zinc and its ability to execute the plan, also with regard
to the ringfencing that is currently in place for Befesa Zinc
vis-…-vis its owner.

However, if the transaction closes successfully, Moody's sees
only very few scenarios that could lead to an upgrade of Befesa
Zinc's B2 ratings. Befesa Zinc's CFR would most likely face
downward rating pressure if the transaction were to meaningfully
increase leverage ratios -- both on a gross and net basis - and
reduce free cash flow.

Befesa Zinc's B2 CFR reflects that Befesa Zinc has hedging
agreements in place for approximately 70% of its expected zinc
equivalent volumes until end of Q2 2014 (at a hedged price of
around EUR1,700/tonne for 2012 and 2013, of EUR1,550/tonne for Q1
2014 and of EUR1,500/tonne for Q2 2014). These hedges, combined
with the fact that the sale of the company's Waelz Oxide (WOX)
production for 2013 is to a large extent already secured by
existing contracts with zinc smelters, provide good visibility on
earnings and cash flow generation.

The B2 CFR considers Moody's expectation of stable credit metrics
over the next 12 months compared to 2012 and 2011 (debt/EBITDA
4.3x in 2011, EBITDA margin 35.9%) despite a potential lower zinc
price for any unhedged volumes (around 30% of expected volumes)
and a continued weak outlook for Western European crude steel
production. In addition, the B2 rating assumes that management
will scale back expansionary capital expenditures if needed in
order to preserve an adequate liquidity cushion and financial
flexibility.

Other factors considered in the B2 rating are the company's
leading market position in its niche in Europe benefiting from
high barriers to entry due to a favorable regulatory environment
as well as high investment needs and technological expertise
required to enter the market. The company's relatively small
scale and concentrated customer base leave it, however, exposed
to a potential future loss of a key customer or a shift of steel
and zinc production to emerging markets which could result in
significant operating volatility. This is mitigated by the
group's long standing customer relationships and its demonstrated
ability to reach out to different customers in Asia during the
downturn in 2009.

What Could Change The Rating Up/Down

Negative rating pressure could arise if the company's EBITDA
margin weakened below 30% for a prolonged period of time as a
result of depleted zinc prices or deterioration in demand,
leading to leverage above 5.0x debt/EBITDA. Failure to maintain
adequate liquidity cushion or deviate from its policy to hedge
its Zinc exposure could also result in a downgrade of the
ratings.

In order to consider an upgrade to B1, Moody's would expect to
see a debt/EBITDA of around 3.0x, a return to positive free cash
flow generation as well as a solid liquidity cushion as reflected
by a cash/debt level of around 25% or committed external sources
of liquidity at a similar size. In addition, Moody's would also
expect to have mid-term visibility for the next 24 months with
regard to the availability of favorable hedging contracts.

Befesa Zinc, S.A.U and Zinc Capital S.A's ratings were assigned
by evaluating factors that Moody's considers relevant to the
credit profile of the issuer, such as the company's (i) business
risk and competitive position compared with others within the
industry; (ii) capital structure and financial risk; (iii)
projected performance over the near to intermediate term; and
(iv) management's track record and tolerance for risk. Moody's
compared these attributes against other issuers both within and
outside Befesa Zinc, S.A.U and Zinc Capital S.A's core industry
and believes Befesa Zinc, S.A.U and Zinc Capital S.A's ratings
are comparable to those of other issuers with similar credit
risk. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Befesa Zinc, S.A.U is a leading steel dust recycler in Europe.
The company generates revenues by: (1) charging steel
manufacturers a fee for taking their generated crude steel dust;
(2) selling the Waelz Oxide (WOX) produced in the recycling
process to zinc smelters in Europe at a price reflecting the
prevailing market price of zinc and (3) processing stainless
steel dust and returning recovered metals to customers, for which
the company charges a tolling fee. In 2012, Befesa Zinc had
revenues of EUR252 million.

Befesa Zinc is a wholly owned indirect subsidiary of Befesa Medio
Ambiente S.A., an industrial group involved in the industrial
waste recycling and water sectors. Befesa Medio Ambiente is 100%
owned by Abengoa S.A., a vertically integrated environment and
energy group (rated B2 stable).


GESTAMP AUTOMOCION: Moody's Assigns '(P)Ba3' CFR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Ba3 Corporate
Family Rating to Gestamp Automocion, S.A. Concurrently, Moody's
assigned a (P)B1 Rating (LGD4, 60%) to the planned EUR750 million
senior secured notes issuance by Gestamp Funding Luxembourg S.A.
The outlook on the ratings is stable. This is the first time that
Moody's has rated Gestamp Automocion, S.A.

Moody's issues provisional ratings in advance of the final sale
of securities and these reflect the rating agency's credit
opinion regarding the transaction only. Upon a conclusive review
of the final documentation, Moody's will endeavor to assign
definitive ratings to the instruments. A definitive rating may
differ from a provisional rating.

Ratings Rationale:

The Ratings are supported by (i) Gestamp Automocion's solid
business profile with investment grade characteristics, (ii) a
track of successful expansion under an experienced management
team with a clear strategy and (iii) leverage and interest cover
ratios that are solid for the Ba3 rating category.

The ratings are constrained by (i) the overall uncertain
macroeconomic environment, in particular in Europe which also
leads to uncertainty regarding the development of new car
registrations, (ii) a rather aggressive financial policy
resulting in negative free cash flow, coupled with ongoing
dividend payments despite the cash consuming expansion programs
and (iii) the complexity resulting from of Gestamp Automocion not
only being a subsidiary of Corporacion Gestamp S.L. but also a
guarantor and lender.

Moody's assesses Gestamp Automocion's business profile to be
relatively strong. This view is supported by Gestamp Automocion's
strong regional market positions in body-in-white parts, chassis
products and hinge systems. Its market positions are based on and
are protected by strong technology and established customer
relationships. With 2012 revenues of close to EUR 5.8 billion
Gestamp Automocion has the relevant size to compete successfully
in the automotive supply industry. Furthermore, the company's
product offering addresses two major industry trends: lower fuel
consumption through lower weight and increased safety
requirements. However, Moody's notes that Gestamp Automocion has
no noteworthy aftermarket business, i.e. revenues are linked to
the cyclical production volumes of light vehicles. While Moody's
considers its customer structure to be balanced despite a strong
exposure to Volkswagen, Moody's views negatively that Gestamp
Automocion is still strongly reliant on Europe which represents
about 60% of revenues. Moody's views positively that the company
is increasing its presence outside Europe, but note that this
expansion will take time and requires upfront investments leading
to the generation of negative free cash flows.

The rating also reflects that Gestamp Automocion has a strong
track record of successfully managing its expansion plans as well
as recessionary environments. It has proven the flexibility of
its cost structure in 2009, when Gestamp Automocion managed to
maintain positive EBIT despite the severe downturn in the
automotive industry. Moody's further notes that the company's
solid historical EBIT-margins of 4-7% have been less volatile
than those of many peers (comparative peers include but are not
limited to: Faurecia, GKN, Hella, Magna International, Tower
International, Tenneco, TRW and Valeo). Overall, Gestamp
Automocion appears to be strategically and operationally well
managed. The CEO is also a major shareholder of Gestamp
Automocion.

Gestamp's leverage as per financial year 2012 with debt/EBITDA
3.4x and EBIT/Interest 3.3x position the company adequately in
the Ba3 rating category. However, the continued negative Free
Cash Flow generation resulting from investments in Gestamp
Automocion's rapid growth weighs negatively on the overall rating
assessment. Moreover, Moody's expects a deterioration of credit
metrics in the current financial year given the weak auto markets
leading to weakening profitability, at least in the first half of
2013, and the ongoing expansion investments leading to an
increase in indebtedness, which is only partly offset by the cash
inflow from the sale of a 30% minority stake in its American
business to Mitsui.

Although Gestamp Automocion's dividend payouts have been modest,
Moody's would consider its financial policy to be rather
aggressive, because of the substantial increase in debt to
finance Gestamp Automocion's expansion. A positive note in that
respect is the recently announced joint venture with Mitsui,
which invests EUR297 million in newly issued shares in Gestamp's
operations in North and South America. Given dividend
restrictions Moody's sees the dilutive effect on cash flow
adequately balanced by the cash inflow. In addition, this
partnership is expected to strengthen Gestamp's position in some
American markets as well as to enhance the relationship with
Japanese OEMs.

Gestamp's status as a privately held company - ultimately owned
by CEO Francisco Riberas and his brother through Corporacion
Gestamp, and ArcelorMittal -- is seen as credit neutral. However,
Moody's sees the additional complexity that results from
intercompany loans and credit guarantees between Corporacion
Gestamp and Gestamp Automocion as a potential source of risk
which is negative for the overall rating assessment. In addition,
Moody's believes there is some dependency on individual key
management personnel.

The rating assigned also reflects certain additional risks
related to the overall macroeconomic environment and the Spanish
economy in particular. For instance, austerity measures taken by
the Spanish government may result in strikes in its value chain
that might have disruptive effects.

The company plans to raise up to EUR750 million through the
issuance of high yield bonds via Gestamp Funding Luxembourg S.A.,
a wholly owned subsidiary of Gestamp Automocion S.A. The proceeds
of the issuance will be passed on to Gestamp Automocion S.A. via
a Funding Loan. According to the draft documentation provided the
Noteholders will benefit from a parent guarantee from Gestamp
Automocion S.A., subsidiary guarantees from group companies,
together representing approximately 50% and 52% of consolidated
assets and EBITDA respectively (as of and for the year ended
December 31, 2012), as well as from a first-ranking charge over
the shares of six Spanish sub-holding companies encompassing the
core of the business (almost 100% of EBITDA). This collateral
will be shared pari-passu with the senior facility lenders, the
bilateral facility lenders, and any additional senior creditors.

In view of the fact that subsidiaries representing just about 50%
of 2012 EBITDA are providing guarantees while the other
subsidiaries are not, Moody's distinguishes between these two
groups, giving first rank to financial and non-financial debt at
non-guaranteeing subsidiaries including pension and leasing
liabilities followed by debt at guaranteeing subsidiaries on the
same level with the senior facilities agreement and the notes to
be issued. Finally, Moody's sees a somewhat weaker position for
EUR85 million related party loans and EUR40 million other non-
bank financial debt at the level of Gestamp Automocion S.A. not
participating in the security package.

The outlook on the ratings is stable balancing the positive
effects from the strategic partnership agreed with Mitsui and the
debt restructuring currently under way with the still adverse
economic environment for European Auto suppliers and the diluting
effect of the Mitsui transaction. An upgrade of the CFR to Ba2
would be considered should Gestamp Automocion manage to maintain
an EBIT-margin of close to 6% and reduce debt/EBITDA to below 3x
based on a normalized cash position of EUR500 million at year-
end. Moreover, an upgrade would require a Free Cash Flow not to
fall below EUR -100 million per annum despite the planned capital
expenditures for further growth, and visibility that Gestamp is
able to achieve positive Free Cash Flow on a sustainable basis. A
rating downgrade would be considered should Gestamp Automocion's
leverage increase above 4.0x debt/EBITDA. Likewise, a
deterioration of its liquidity profile through negative Free Cash
Flow could result in a downgrade.

The principal methodology used in these ratings was the Global
Automotive Supplier Industry published in January 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.


GESTAMP AUTOMOCION: S&P Assigns Prelim. 'BB' Corp. Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services said it has assigned its 'BB'
preliminary long-term corporate credit rating to Spain-based auto
supplier Gestamp Automoci˘n S.A. (Gestamp).  The outlook is
stable.

At the same time, S&P assigned its 'BB' preliminary long-term
issue rating to Gestamp's EUR750 million equivalent senior
secured notes maturing in 2020 issued by Gestamp Funding
Luxemburg S.A. The preliminary recovery rating on this instrument
is '3', indicating S&P's expectation of good (50%-70%) recovery
prospects in the event of a payment default.

S&P bases the preliminary rating on its assumption that in the
next few months Gestamp will refinance a large part of its
outstanding debt by completing the following steps in the order
indicated below:

   -- Signing an amortizing EUR570 million syndicated senior
      secured facility maturing in five years;

   -- Signing EUR280 million of senior secured committed credit
      lines with a five- year maturity, ahead of a planned bond
      launch.

   -- Issuing of a EUR750 million equivalent senior secured bond
      with a maturity of seven years.  If the bond is issued for
      an amount lower than EUR750 million equivalent, the
      difference with this amount will be covered with an
      additional secured loan.

   -- Paying of EUR297 million by Japanese conglomerate Mitsui to
      acquire 30% of Gestamp's North and South American
      subsidiaries.  The sale has already been completed and the
      cash in is subject to the approval of the antitrust
      authorities expected by the end of June 2013.

The final rating will depend on receipt and satisfactory review
of the final transaction documentations.  The rating will remain
preliminary after the bond issue, with the last condition being
met within just two months of the bond issue.  Accordingly, the
preliminary rating should not be construed as indicative of the
final rating.  If S&P do not receive the final documentation
within a reasonable time, or if the final documentation departs
from the material so far reviewed, S&P reserves the right to
withdraw or revise the rating.

Gestamp focuses on the design and production of body-in-white,
chassis, and mechanics for automobiles.  The company posted
revenues of about EUR5.8 billion in 2012.

The preliminary rating on Gestamp reflects S&P's view that the
company has a "fair" business risk profile and a "significant"
financial risk profile as S&P's criteria define those terms.  In
S&P's view, Gestamp's exposure to the cyclical auto market, lack
of after-market exposure, and sales concentration in Western
Europe constrain its business risk profile.  However, S&P
believes that these risks are mitigated by the low historical
volatility of the company's earnings and by operating margins
that are at the higher end of its peer-group range.  The adjusted
EBITDA margin was 10.3% in 2012, weaker than the 11% achieved in
2011.

In S&P's base case it assumes that in 2013 and 2014 the EBITDA
margin will be near the 2012 level.  S&P also assumes that the
revenue growth will slow to 1.5% in 2013 and will increase to 5%
in 2014.

Gestamp has high capital intensity.  Its financial profile, which
S&P assess as "significant," is constrained by the recurring
significant negative free operating cash flow (FOCF) the group
has reported over the past three years, largely as a result of
high capital expenditure.  Annual investments in assets have
represented more than 10% of revenues on average over the past
five years.  S&P assumes that investments will still be high in
2013 and will decrease only from 2014.  S&P assumes that if
revenues fell markedly, Gestamp could cancel or at least delay
some investments.

In S&P's base-case scenario, Gestamp will generate negative FOCF
in 2013 of about EUR200 million but it should start to generate
some FOCF from 2014 when S&P expects investments to decrease
below 10% of revenues, to some EUR400 million.  In 2013 S&P do
not expect any improvement in the group's Standard & Poor's
adjusted FFO-to-debt ratio.  It could marginally dip below 20%,
which would be at the low end of the 20%-30% range S&P views as
consistent with the group's "significant" financial risk profile.
S&P thinks debt to EBITDA will be at about 3.7x this year.
Beyond 2013 S&P expects FFO to debt to be above 20% and debt to
EBITDA at about 3.5x.  S&P assumes that dividend distribution
will be limited to a maximum 30% of net income and that the group
could reduce or cancel dividends if credit metrics weaken.

Gestamp's major shareholder is Corporacion Gestamp (not rated),
which owns a 65% stake.  Minority shareholder, steel producer
ArcelorMittal, holds the remaining 35%.  The ownership structure
doesn't affect the rating, in S&P's view, given the contractual
arrangements between the shareholders and a number of features
that limit disposals of Gestamp's assets and cash flow.

"The stable outlook reflects our opinion that over the next few
quarters Gestamp will be able to face tough market conditions in
Europe without reporting any meaningful deterioration in its
profitability.  We also believe that, despite negative FOCF,
Gestamp should be able to maintain its ratios of adjusted FFO to
debt near 20% in 2013 and debt to EBITDA at about 3.7x.  Our
guidelines for these two ratios are 20%-30% and 3x-4x
respectively at the current rating level.  Beyond 2013, because
of the group's likely reduction in investments, we assume that
both ratios will strengthen and that Gestamp will generate
positive FOCF," S&P said.

"We could consider a negative rating action in the event of
unexpected adverse operating developments such as a sudden loss
of market share or contracts with large, diverse clients.  Such
developments could result in a sizable shortfall in sales and
earnings and consequently reduce Gestamp's ability to achieve the
credit metric targets indicated above and stop cash burn after
2013.  Failure to maintain "adequate" liquidity as defined by our
criteria would weigh negatively on our assessment of the
company's overall credit quality.  Similarly, a more aggressive
financial policy, with large acquisitions or increasing capex
beyond what we anticipate could pressure the rating," S&P added.

S&P could consider a positive rating action if Gestamp's adjusted
FFO to debt remained permanently above 30% and debt to EBITDA
below 3x and the group generated recurrent FOCF.  S&P views
recurring positive FOCF as unlikely, however, at this stage.


RIVOLI PAN-EUROPE: Fitch Cuts Rating on Class C Notes to 'CCC'
--------------------------------------------------------------
Fitch Ratings has downgraded Rivoli - Pan-Europe 1 plc's
floating-rate notes due 2018 as follows:

  EUR291.4m Class A (XS0278734644) downgraded to 'BBBsf' from
'AA-
  sf'; Outlook Negative

  EUR42.8m Class B (XS0278739874) downgraded to 'Bsf' from
  'BBBsf'; Outlook Negative

  EUR23.6m Class C (XS0278741771) downgraded to 'CCCsf' from
  'Bsf'; Recovery Estimate RE30%

Key Rating Drivers

The downgrades reflect continued uncertainty regarding the Rive
Defense loan that is in French sauvegarde, as well as the
upcoming maturity of the Spanish Parque Principado loan.

The EUR73.9 million Rive Defense loan defaulted at its maturity
in July 2012 when new financing could not be secured. Fitch
understands that the main issues related to the size of the
outstanding loan (the securitized loan constitutes 50% of a
larger facility) and the announcement that the only remaining
tenant (SFR, accounting for 90% of the total rent) would not be
renewing its lease at expiry in 2018. In March 2013, the other
tenant, Coface, did not renew its lease and vacated the premises,
as expected.

A six-month loan extension (including standstill) did not yield
any solution and the loan entered special servicing in December
2012. Safeguard procedures were opened in January 2013 and the
borrower is expected to present a business plan to the creditors
within six months. According to Fitch, the most likely outcome
will be a restructuring, possibly envisaging maturity extension
and cash sweep amortization, to improve the loan's exit position.
However, the timing of the process remains unclear, and interest
on the loan was not paid in January 2013, triggering a liquidity
facility drawing and increasing transaction costs.

The EUR113.4 million Parque Principado loan is scheduled to
mature in July 2013. According to the servicer, the borrower is
in discussions with potential lenders to refinance its debt prior
to/at maturity. The reported loan-to-value ratio is 68.2%,
although Fitch estimates the leverage closer to 100%.

The loan collateral, a good secondary shopping center in
Asturias, Spain, has exhibited stable occupancy of around 88%
over the past 18 months, and benefits from a high interest
coverage ratio of 7x -- a result of the low interest rate
environment. Fitch expects caution among lenders and property
investors for any Spanish assets, and in particular for retail
assets. However, a failure to refinance at maturity, would allow
any restructuring to utilize the significant surplus cash flow to
improve the loan's exit position.

The EUR103.8 million Santa Hortensia loan, securitized on a
single office asset located in Madrid, was extended by two years
to January 2015 from January 2013, following a noteholders vote.
According to the restructuring terms, the borrower will negotiate
a renewal of the lease with the sole tenant (IBM, 'A+'/F1+),
currently set to expire in 2015. Should this be successful,
another one-year extension can be granted upon request. Finally,
if in January 2016 the borrower is in advanced negotiations
regarding an asset sale, the loan may be extended by one more
year, to allow sale completion.

In its analysis, Fitch assumed that the tenant will renew its
lease, subject to reduced rents for each rating stress. The
agency considers this the most likely scenario, as the very large
asset was purpose-built for the tenant and acts as their Spanish
headquarter; moreover, IBM has already invested in the property
over recent years. The restructuring also envisages a capex
program of EUR18m and a cash trap. If a new lease can be secured,
Fitch believes that this loan will repay without a loss.

The EUR66.7 million Blue Yonder loan is secured by seven airport
buildings (including office, retail and industrial space) part of
the Amsterdam's Schiphol airport. The borrower's freehold
interest in the collateral, let to Royal Dutch Airlines until
2018, expires between 2017 and 2043. While Fitch has given
consideration to a scenario in which the tenant defaults or
vacates and no new ground leases are assigned, it expects that
all involved parties will pursue extension of all leases, due to
the prominence of the airport for both the tenant and the
landlord (owned by the State of the Netherlands, the Cities of
Amsterdam and Rotterdam).

The historical performance of the loan and its collateral remains
good. Reported leverage was 42% in January 2013 and the loan is
scheduled to amortize to around 32% by maturity in 2015. The ICR
is 6.8x, due to a combination of an interest rate cap and low
rates.

RATING SENSITIVITIES
Failure of the Santa Hortensia borrower to assign a new lease to
tenant IBM would likely result in a downgrade of the notes.
Similarly, any adverse developments in Blue Yonder (with its
upcoming lease expiries) or the maturing Parque Principado loan
may result in rating actions. Fitch will also monitor the
developments regarding Rive Defense and the safeguard
proceedings.


* SPAIN: Moody's Sees More Regulatory Reforms for Utilities
-----------------------------------------------------------
Spanish utilities are likely to be subject to further regulatory
reform despite the substantial measures already taken by the
government to eliminate the sector's tariff deficit in 2013, says
Moody's in a Special Comment report entitled "Spanish Utilities:
Further Regulatory Reform Likely Despite Measures to Eliminate
Tariff Deficit."

"Regulatory risk remains for the Spanish utilities as a result of
the government's recent announcement that additional measures may
be needed to eliminate the tariff deficit, against a background
of weak electricity demand, variable electricity prices and still
high fixed costs," says Helen Francis, a Vice President - Senior
Credit Officer in Moody's Infrastructure Finance group and author
of the report. "Further cuts to earnings as a result of these
additional measures, although unlikely to be as large as the
aggregate cuts already announced in 2012 and early 2013, would
have a negative impact on the Spanish utilities."

The outcome of a further regulatory review is expected to be
announced by mid-year and will focus on remuneration for
distribution, transmission, special regime as well as the Spanish
islands.

Spanish utilities' earnings have already been cut as a result of
a significant raft of measures implemented in 2012 and early 2013
by the government that are designed to eliminate the tariff
deficit in 2013 and beyond. The negative impact of these measures
in terms of reduced earnings and destruction of the value of
Spanish assets has already been considerable and is reflected in
Moody's current ratings for Enel S.p.A. (Baa2 negative) and its
Spanish subsidiary, Endesa S.A. (P-2), Iberdrola S.A. (Baa1
negative), Gas Natural SDG, S.A. (Baa2 negative), EDP S.A. (Ba1
negative) via its Spanish subsidiary, Hidroelectrica del
Cantabrico S.A. (Ba1 negative) and Red Electrica de Espana
S.A.U.(Baa2 negative)

Tariff deficits still weigh on the largest companies' balance
sheets, weakening their credit ratios. Whilst the government-
backed Fondo de Amortizacion del Deficit Electrico ("FADE") has
made progress on securitizing tariff deficits, until full
securitization of all existing deficits is achieved and future
deficits eliminated, the largest Spanish utilities will remain
exposed to regulatory risk and weaker financial metrics. Moody's
notes that companies have adopted strategies to mitigate
regulatory risks but while they continue to exist, they are a
driver of the negative outlook on their ratings.

In the context of further regulatory reform, the government has
said that the proposed EUR2.2 billion loan from the Ministry of
Economics and Finance to the Ministry of Industry, Energy and
Tourism (Minetur) to help fund the 2013 tariff shortfall is only
a temporary measure, which suggests that alternative measures
will be required for 2014. In addition to possible cuts to the
companies' remuneration, an increase in revenues (possibly
through tariff increases) and extraordinary support from the
government, as in 2013, may also be considered.

Moreover, Moody's notes that the EUR1.75 billion of island
deficits which, according to the government will be included in
the 2014 state budget, has yet to be enacted into law. This
deficit affects Endesa, as the sole generator in the islands.

Moody's expects the final 2012 tariff deficit to be around EUR5.5
billion or more. Final details for 2012 should be released by the
National Energy Commission (CNE) very shortly. Once known, the
excess over the EUR1.5 billion ex-ante deficit for 2012 that has
already been securitized, is expected to be assigned to the FADE,
against which securitized bonds can be issued. Although FADE has
securitized a steady flow of regulatory receivables since late
2012, the deficit burden currently funded by the large utilities
still remains high. At around EUR8.8 billion in the companies'
2012 accounts, this figure should now be lower, following
approximately EUR3billion of FADE securitizations in 2013.



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


DUNFERMLINE ATHLETIC: In CVA Talks with Two Groups
--------------------------------------------------
Stuart Bathgate at The Scotsman reports that Dunfermline Athletic
administrator Bryan Jackson is in discussions with two separate
groups about a rescue package for the club, and aims to have a
Company Voluntary Arrangement (CVA) in place sooner rather than
later.

Mr. Jackson, of recovery specialist firm BDO, is also set to pay
an outstanding debt to Hamilton Academical, which would enable
Dunfermline to play in the Scottish Cup next season, the Scotsman
discloses.

According to the Scotsman, Mr. Jackson declined to name the two
organizations interested in taking over the club and helping it
out of administration via a CVA, but it is understood that no
mega-rich white knights have materialized.

Her Majesty's Revenue & Customs (HMRC) has traditionally voted
against allowing CVAs for football clubs, in many cases ensuring
that they are not voted through, the Scotsman relates.

In this case, however, Dunfermline's debt to HMRC of under
GBP150,000 is less than 2% of the total -- so a "No" vote by the
Revenue would need the backing of several other creditors if it
were to succeed in blocking the club's exit from administration,
the Scotsman notes.

Dunfermline is currently suspended from the Scottish Cup for as
long as their debt to Hamilton remains unpaid, and the deadline
for paying it is July if they are to compete in next season's
competition, the Scotsman discloses.

The club's financial position has eased slightly in recent weeks,
and Mr. Jackson understands that a sum due from the SFA could be
diverted straight to Accies, the Scotsman notes.

That would leave an outstanding sum of GBP2,000-GBP3,000, which
Mr. Jackson will be able to find from working capital, the
Scotsman states.


GARRIVAN AND O'ROURKE: In Administration; 50 Jobs Affected
----------------------------------------------------------
BBC News reports that Garrivan and O'Rourke has gone into
administration.

According to BBC, Garrivan and O'Rourke blames the continued
downturn in the construction sector.

Some of its work involved Housing Executive maintenance
contracts, BBC discloses.  Staff involved in the contracts had
earlier staged a protest over non-payment of their wages last
week, BBC recounts.

Established in the 1980s, Garrivan and O'Rourke is a Newry
building company that employs 50 staff.


LLANELLI AFC: Put Into Liquidation Over GBP21,000 Tax Debt
----------------------------------------------------------
BBC News reports that Llanelli AFC have been wound up at London's
High Court over a GBP21,000 tax debt.

Lawyers for the club, which formed in 1896 and was a founder
member of the league in 1992, said the debt's size had been
disputed since last August, BBC relates.

But Her Majesty's Revenue and Customs (HMRC) said no attempt was
made to pay GBP3,000, which was undisputed, BBC notes.

Llanelli finished 11th in the league and had fended off three
winding up attempts in the last six months, BBC discloses.
However the financially troubled club had also been denied a
domestic license to compete in the league next season, BBC
states.

During Monday's hearing, Registrar Christine Derrett made the
compulsory order which had been sought by the taxman, formally
winding the club up, BBC relates.

According to BBC, ruling that the club had failed to provide
payment in full or seek liquidation since a hearing last month,
she said: "I am sorry, it seems to me it was made perfectly clear
exactly what was expected and I am not satisfied that steps have
been taken as required.

"I am going to make the usual compulsory order."

The club's lawyers for the club said the GBP21,000 debt had
always been disputed since the club turned amateur last August,
meaning that the players had not been paid since that date and so
no PAYE was due, BBC notes.

But Matt Smith, representing HMRC, said that GBP3,000 of the debt
related to VAT which would be unaffected by that move, and no
attempt had been made to pay the undisputed sum, BBC relates.

The club's lawyers, as cited by BBC, said they would be willing
to pay it but the registrar decided it was too late and made the
order.

The ruling effectively hands over the club's affairs to an
official receiver who will ensure that debts are paid off by
selling any assets available before closing the business, BBC
says.

Llanelli AFC is a former Welsh Premier champion.


TOWERGATE FINANCE: Fitch Affirms 'B' Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed Towergate Finance plc's Long-term
Issuer Default Rating (IDR) at 'B' and revised the Outlook to
Stable from Negative. Fitch has also affirmed Towergate's GBP210
million senior secured term loan B and GBP248 million senior
secured notes due 2018 at 'BB'/'RR1', and GBP290 million senior
notes due 2019 at 'B-'/'RR5'.

Key Rating Drivers

Improving Organic Performance:
The affirmation of the IDR and the revision of the Outlook to
Stable from Negative reflects the improvement in Towergate's
organic operating performance over FY12 despite the prolonged
challenging economic conditions and soft premium rates
environment. In Fitch's view, the group's results have been
supported by adequate business diversification; strong revenue
growth in the Underwriting and Paymentshield divisions has
compensated for flat performance in Retail Broking and persistent
pressure in the Network business. The EBITDA margin (adjusted for
one-off costs) has also improved from 36.8% to 37.5% on a pro-
forma basis as a result of cost savings measures implemented
during the year and the disposal of Powerplace, an electronic
marketplace for commercial lines of insurance.

Favourable Impact of Acquisitions:
Fitch says, "The revision of the Outlook to Stable is also
supported by our view that Towergate's initial strategy to de-
lever via small bolt-on acquisitions has been successful in FY12
after the lack of deleveraging and operating underperformance
noted in FY11. The integration of affiliated company CCV in June
2012 enabled the group to reduce total gross debt to EBITDA to
5.7x (on a pro-forma basis) from 6.3x at FY11 (before the CCV
deal). As part of this transaction, Towergate also secured
additional headroom under its maintenance financial covenants. In
addition, the group has completed 27 small acquisitions during
the year and we expect that the benefits of their integration
within Towergate will materialize over the next 12-18 months.
This, combined with our expectation of sustained operating
performance at the Underwriting and Paymentshield divisions,
should support further deleveraging in the near to medium-term
and Towergate's IDR at 'B' with a Stable Outlook."

Leading UK Non-Life Insurance Intermediary:
Towergate's IDR of 'B' reflects the group's leading position as
an independent insurance intermediary in the UK, its well-
established relationship with leading insurance providers, its
wide distribution platform and underwriting capacity in niche
segments of the personal and SME commercial non-life insurance
market.

Weak Credit Metrics but Adequate Liquidity:
"Despite the recent improvement in financial performance, we
consider Towergate's IDR to be constrained by credit metrics.
However, as described previously, we expect further improvements
in credit metrics over the next 12-24 months driven by organic
and external growth. In our view, Towergate maintains
satisfactory liquidity and financial flexibility, supported by
adequate cash flow generation and manageable debt amortizations
over the next few years before the main maturities fall due in
2017 and 2018. The liquidity position of the group is enhanced by
combined availability under the revolving and acquisition
facilities of GBP42.6m as of FYE12," Fitch says.

Recoveries Unchanged:
"We continue to expect recoveries to be maximized in a going
concern scenario given the asset-light nature of Towergate's
business. Although the 2012 acquisitions have primarily been
funded by additional debt, we expect those to benefit Towergate's
enterprise value in a distressed scenario. The 'BB'/'RR1' rating
for the senior secured debt continues to reflect strong
anticipated recoveries for creditors in a default scenario while
the 'B-'/'RR5' rating for the 2019 senior notes reflects lower-
than-average recovery prospects," Fitch says.

RATING SENSITIVITIES

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

- FFO gross leverage below 5.0x on a sustainable basis as a
   result of greater scale and debt repayments.

- FFO fixed charge cover above 2.0x on a sustainable basis.

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

- FFO gross leverage above 6.75x on a sustainable basis.

- FFO fixed charge cover below 1.5x on a sustainable basis.

- Evidence of material pressure on free cash flow generation.


TOWERGATE HOLDINGS II: Moody's Cuts CFR to 'B3'; Outlook Stable
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
and Probability of Default Rating of Towergate Holdings II
Limited to B3 / B3-PD and changed the outlook from negative to
stable. The senior secured and senior unsecured instruments
issued by Towergate Finance plc have also been downgraded by one
notch, to B1 and Caa2 respectively, with the outlook changed from
negative to stable, in line with the outlook on the CFR.

Ratings Rationale:

Moody's B3 rating reflects a combination of Towergate's strong UK
insurance broker market presence and its good EBITDA
profitability levels compared to similarly rated peers. However,
the rating downgrade reflects the continued significant levels of
financial indebtedness of the Towergate Group and limited EBITDA
earnings coverage which have not significantly improved in recent
years, on a comparable basis. Moody's had previously (since March
2010) maintained a negative outlook on the Group's ratings,
reflecting the persistently high levels of debt leverage.

On a consolidated basis, Towergate PartnershipCo Limited
(Towergate) as at year end 2012 now reports under IFRS, as
opposed to UKGAAP. As at YE 2012, Towergate reported total fee
and commission income of GBP439 million (2011 IFRS restated:
GBP420MM), an operating profit of GBP106.8 million (2011 IFRS
restated: GBP107.4 MM) and a net loss of GBP4.7 MM (2011 IFRS
restated loss: GBP23.4 MM), with the bottom line results
benefitting from Towergate no longer having to annually amortize
its intangible assets under IFRS.

Whilst Moody's debt/EBITDA metrics improved from 9.0x as at YE
2011 to approximately 7.9x as at YE 2012, the majority of this
improvement relates to accounting policy changes, namely the
conversion to IFRS, with the restated 2011 IFRS Moody's
debt/EBITDA metric being approximately 8.1x and the remainder
largely from EBITDA growth. Further, Moody's notes that the
EBITDA coverage of interest at around 0.9x as at YE 2012
continues to remain somewhat below Moody's expectations for a B2
rated issuer, having increased modestly from 0.7x as at YE 2011.

The current B3 rating incorporates Moody's expectation of the
EBITDA margin remaining consistently above 25% together with a
modest improvement in financial leverage and coverage metrics
from the 2012 IFRS levels (2012 debt-to-EBITDA of 7.9x and
interest coverage of 0.9x, on a Moody's basis).

Whilst not considered likely in the short-term due to the stable
outlook, factors that could lead to an upgrade include adjusted
free cash flow exceeding 5% of debt, a debt-to-EBITDA ratio
consistently below 6.5x and interest coverage exceeding 1.5x (all
on a Moody's basis, under IFRS). Conversely, further negative
rating action could result from further deterioration in the
leverage/coverage metrics over the near-to medium term from the
current (end 2012) levels. Further negative rating pressure could
also arise in the event of a meaningful and unprofitable
acquisition strategy, although Moody's anticipates that
Towergate's future acquisition strategy is likely to remain
focused on small scale acquisitions.

The following ratings were downgraded with a stable outlook:

Towergate Holdings II Limited:

Corporate family rating to B3 from B2

Probability of default rating to B3-PD from B2-PD

Towergate Finance Plc:

Senior secured revolving credit facility to B1 (LGD3, 30%) from
Ba3

Senior secured acquisition facility to B1 (LGD3, 30%) from Ba3

Senior secured term loans to B1 (LGD3, 30%) from Ba3

Senior secured notes to B1 (LGD3, 30%) from Ba3

Senior unsecured notes to Caa2 (LGD5, 83%) from Caa1

The methodologies used in this rating were Moody's Global Rating
Methodology for Insurance Brokers & Service Companies published
in February 2012 and Loss Given Default for Speculative-Grade
Non-Financial Companies in the U.S., Canada and EMEA published in
June 2009.



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


* EUROPE: Liability Hierarchy Must Prevail in Bank Rescues
----------------------------------------------------------
Brian Parkin at Bloomberg News reports that the German Finance
Ministry said plans in the euro area to allow the direct
recapitalization of failing banks must stick to a hierarchy of
responsibility that starts with the banks' shareholders.

According to Bloomberg, in its report for April, the ministry
said a "liability cascade" must prevail in any attempt to save a
bank, allowing the European Stability Mechanism to allocate
resources on its main job of averting state insolvencies.

"From the German government's point of view, it's important to
limit the volume for direct recapitalization to allow the ESM to
focus on its core task," Bloomberg quotes the ministry in Berlin
as saying on Monday.  "It's also important that the liability
hierarchy is followed," it said, echoing comments made by Finance
Minister Wolfgang Schaeuble in Brussels this month.

Bloomberg notes that citing legal concerns, Mr. Schaeuble
rejected pressure from his euro-area peers to agree to rush to
set up a centralized European banking resolution authority and
fund to break the link between bank failures and state
insolvency, saying that changes to the European Union's treaty
may be required.

The ministry said that amid efforts to establish a banking union,
it is the "uppermost priority" for Germany to press ahead with
sealing an agreement on the EU's bank restructuring and closure
directive that includes so-called bail-in rules for bank
investors, Bloomberg relates.


                            *********

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

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

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

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


                            *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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
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written permission of the publishers.

Information contained herein is obtained from sources believed to
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The TCR Europe subscription rate is US$775 per half-year,
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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 * * *