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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, May 8, 2013, Vol. 13, No. 90

                            Headlines



B U L G A R I A

* BULGARIA: Int'l Transport Service Cos. at Risk of Bankruptcy


G E R M A N Y

AE PHOTONICS: Dresden District Court Opens Insolvency Process
ALFASOLAR GMBH: Files For Insolvency Proceedings
ASOLA AUTOMOTIVE: Files For Insolvency in Erfurt
COMMERZBANK AG: Posts Second Consecutive Quarterly Loss


G R E E C E

EXCEL MARITIME: Lenders Extend Forbearance Until May 31
FREESEAS INC: Issues Add'l 325,000 Settlement Shares to Hanover
NATIONAL BANK OF GREECE: Incurs EUR2.52-Bil. Net Loss in 2012
TOP SHIPS: Lowers Net Loss to US$64 Million in 2012
* GREECE: IMF Opens Debate on Possible Debt Relief


H U N G A R Y

E-STAR ALTERNATIV: CEO Csaba Soos Terminates Contract


I R E L A N D

B&Q IRELAND: Court Approves Restructuring; Exits Examinership
ION TRADING: S&P Assigns Prelim. 'B' Corp. Rating; Outlook Stable
PAMELA SCOTT: 12 Stores Exit Examinership; 137 Jobs Secured
* Galway Corporate Insolvency Rate Down 23% in Q1 2013


I T A L Y

BANCA MONTE: Prosecutors Appeal Nomura Asset Seizure Dismissal


K A Z A K H S T A N

TSESNA-GARANT: S&P Assigns 'B' LT Counterpaty Credit Rating


L U X E M B O U R G

NORTHLAND RESOURCES: Bondholders Back Restructuring Proposal


N E T H E R L A N D S

NXP BV: Moody's Assigns 'B3' Rating to New Unsecured Debt
NXP BV: S&P Assigns 'B' Rating to Proposed Sr. Unsecured Notes


N O R W A Y

NORSKE SKOGINDUSTRIER: S&P Affirms 'CCC+' Rating; Outlook Neg.


S P A I N

CAJASUR BANCO: Fitch Affirms 'B+' Preferred Stock Rating
GRUPO COOPERATIVO: Fitch Affirms 'BB' LT Issuer Default Rating
IM BES EMPRESAS 1: Moody's Confirms 'Caa2' Rating on Junior Notes
PASTOR CONSUMO I: Moody's Cuts Rating on Class C Notes to 'Ca'


U N I T E D   K I N G D O M

FAKE BAKE: Zolfo Cooper Appointed as Provisional Liquidators
HEART OF WALES: Bus Company Set To Go Into Liquidation
PESCANOVA SA: Files Appeal on Board Suspension Order


X X X X X X X X

* Moody's Says EU Insurers' Performance Worse Than U.S. in Q1


                            *********


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B U L G A R I A
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* BULGARIA: Int'l Transport Service Cos. at Risk of Bankruptcy
--------------------------------------------------------------
FOCUS News reports that Petko Angelov, director of a company for
international transport and shipping, said "Bulgarian companies
for international transportation service are doomed to bankruptcy
because of the differences between the Bulgarian and Turkish
legislation, which sets obstacles at the border to Turkey."

Mr. Angelov remarked that the major problems faced by the
Bulgarian trucks at the border to neighboring Turkey were
connected to the ungrounded restrictions set by Turley, FOCUS
News relates.

"I can give you an example with the restriction of the amount of
fuel the vehicles are allowed to enter on the territory of Turkey
with, which is up to 500 liters per truck.  This amount of fuel,
however, is not enough and our trucks are obliged to refuel on
the territory of Turkey, where the price is twice higher,"
FOCUS News quotes Mr. Angelov as saying.

Mr. Angelov commented further and remarked that the Turkish
trucks, on the other hand, could enter Bulgaria with unlimited
amount of fuel, FOCUS News notes.

"All Bulgarian transport companies find it very hard to work
normally at the moment.  The loss cannot be estimated in money,
while the fact that we are losing our clients on the long run,
leads to a situation in which the road carrier is facing a
bankruptcy," Mr. Angelov, as cited by FOCUS, said.



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G E R M A N Y
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AE PHOTONICS: Dresden District Court Opens Insolvency Process
-------------------------------------------------------------
pv-magazine.com reports that the Dresden District Court has
officially opened insolvency proceedings against AE Photonics.
Both the parent company and its Greek, Indian and U.S.
subsidiaries will now be liquidated.

Christian Heintze of law firm BBL Bernsau Brockdorff has been
appointed insolvency administrator, pv-magazine.com relates.

pv-magazine.com notes that since the beginning of the year, AE
Photonics business' in Germany has come to an almost complete
standstill.  Mr. Heintze said that during preliminary insolvency
proceedings, business was not resumed.  The 22 employees have
been laid off, and the company will now be fully liquidated.

While the German company, and Greek, Indian and U.S. subsidiaries
will be liquidated, the Italian and Moroccan arms of the company
are not said to have been affected, the report notes.

According to pv-magazine.com, AE Photonics suffered massively
from dwindling revenues on the back of solar subsidy cuts in the
key European markets. In 2010, the company recorded sales of
almost EUR100 million and employed over 70 workers.

AE Photonics Group is a Germany-based photovoltaic component
distributor.  It has subsidiaries in Italy, Morocco, Greece,
India and the U.S.


ALFASOLAR GMBH: Files For Insolvency Proceedings
------------------------------------------------
pv-magazine.com reports that Alfasolar GmbH filed for insolvency
on April 24 at the District Court of Hanover.

pv-magazine.com says Alfasolar blames Germany's difficult
situation in the solar industry for its poor financial
performance.  Meanwhile, Hanover's District Court has opened
preliminary insolvency proceedings. It has appointed Manuel Sack
from Brinkmann & Partner as provisional administrator, says
pv-magazine.com.

The report relates that despite its economic problems, Alfasolar
plans to continue its manufacturing and business operations.  The
German firm is still able deliver its products, the statement
said. The provisional administrator, the management and employees
will be working together in near future to help restructure the
company, the report says.

"Our high-quality products have managed to keep their position in
the market in past difficult times. Our goal has always been to
set new quality standards and to further develop our products. We
want to continue pursuing this aim," the report quotes Alfasolar
founder and CEO Martin Denz as saying. "Now it's a matter of
positioning ourselves anew."

Alfasolar said it plans to keep their production plant in
Germany, the report adds.

Germany-based Alfasolar GmbH is a small photovoltaic manufacturer
has a production capacity of 40MW and a workforce of around 100.


ASOLA AUTOMOTIVE: Files For Insolvency in Erfurt
------------------------------------------------
pv-magazine.com reports that Asola Automotive Solar Deutschland
has filed for insolvency at the District Court in Erfurt just
shortly after sister company Asola Solar Power filed for
insolvency in April.

Volker Reinhardt has been appointed as the preliminary insolvency
administrator, the report says. He has already held initial
discussions with the manufacturer to work out the long-term
sustaibility plans of the company.

"I see a good chance to maintain the business and execute the
existing orders," the report quotes Mr. Reinhardt as saying.

The search for investors has now officially begun.

According to the report, reasons for the situation have been
cited as the loss of a large customer base and the "domino
effect" jumpstarted by the insolvency of sister company Asola
Solar Power. Both companies will now be reorganized.

Asola already restructured last year and Asola Quantum Solarpower
AG was founded as a holding company. The activities in the
automobile solar sector are carried out by Asola Automotive Solar
Deutschland GmbH.


COMMERZBANK AG: Posts Second Consecutive Quarterly Loss
-------------------------------------------------------
Elena Logutenkova and Annette Weisbach at Bloomberg News report
that Commerzbank AG, the German bank that got EUR18.2 billion
(US$23.8 billion) in state aid, reported a loss for the second
consecutive quarter after booking costs associated with firing
staff.

According to Bloomberg, the Frankfurt-based bank said in a
statement yesterday that the net loss of EUR94 million in the
first three months of the year compared with a profit of EUR355
million a year earlier.

Chief Executive Officer Martin Blessing is reducing employees
across the firm and asking shareholders to contribute to a EUR2.5
billion capital increase to repay the German government and
insurer Allianz SE, Bloomberg discloses.  Bloomberg relates that
Mr. Blessing yesterday said that the reorganization will start
bearing fruit in 2014 as the bank sees revenue pressure, higher
provisions and costs this year.  He hasn't paid a dividend since
the financial crisis, Bloomberg states.

In addition to cutting as many as 6,000 jobs by 2016,
Mr. Blessing, appointed five years ago, is shutting unprofitable
shipping and real estate units to help reverse the company's
fortunes, Bloomberg notes.  Commerzbank, as cited by Bloomberg,
said it booked a EUR493 million charge in the first quarter for
restructuring such as cutting staff.

Headquartered in Frankfurt am Main, Germany, Commerzbank AG --
http://www.commerzbank.com-- is the parent company of a
financial services group active around the world.  The group's
operating business is organized into six segments providing each
other with mutually beneficial synergies: Private and Business
Customers, Mittelstandsbank, Central and Eastern Europe,
Corporates & Markets, Commercial Real Estate and Public Finance
and Treasury.



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G R E E C E
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EXCEL MARITIME: Lenders Extend Forbearance Until May 31
-------------------------------------------------------
In the context of Excel Maritime Carries Ltd.'s ongoing
discussions with its lenders under its Syndicated Credit Facility
regarding the restructuring of the Company's obligations, the
Lenders have agreed to extend the forbearance they had granted in
connection with the principal installments that have become due
in the current fiscal year through May 31, 2013.  The Company's
access to the escrowed funds to fund its equity raising
commitment has been similarly extended to May 31, 2013.

Excel Maritime is engaged in ongoing discussions with its lenders
as well as investors and strategic parties regarding alternatives
for restructuring the Company's balance sheet and obtaining
additional capital funding.  As a result of the Company's pursuit
of these initiatives, the Company is not able to complete the
preparation, review and filing of its annual report on Form 20-F
for the fiscal year ended Dec. 31, 2012, within the prescribed
time period without unreasonable effort or expense.

Voyage revenues are expected to decrease by US$111.1 million, or
31.4%, to US$242.3 million for the year ended Dec. 31, 2012,
compared to US$353.4 million for the prior year.  Voyage expenses
are expected to decrease by US$12 million, or 25.8 percent, to
US$34.6 million for the year ended Dec. 31, 2012, compared to
US$46.6 million for the prior year.

Adjusted EBITDA for the year ended Dec. 31, 2012, was US$66.6
million compared to US$162.8 million for the respective year of
2011, a decrease of approximately 59 percent.

Additionally, the Company's net interest and finance costs are
expected to increase to approximately $52.3 million for the year
ended Dec. 31, 2012, compared to $35.6 million for the prior
year.

                        About Excel Maritime

Based in Athens, Greece, Excel Maritime Carriers Ltd. --
http://www.excelmaritime.com/-- is an owner and operator of dry
bulk carriers and a provider of worldwide seaborne transportation
services for dry bulk cargoes, such as iron ore, coal and grains,
as well as bauxite, fertilizers and steel products.  Excel owns a
fleet of 40 vessels and, together with 7 Panamax vessels under
bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax,
21 Panamax, 2 Supramax and 5 Handymax vessels) with a total
carrying capacity of approximately 3.9 million DWT.  Excel Class
A common shares have been listed since Sept. 15, 2005, on the New
York Stock Exchange (NYSE) under the symbol EXM and, prior to
that date, were listed on the American Stock Exchange (AMEX)
since 1998.


FREESEAS INC: Issues Add'l 325,000 Settlement Shares to Hanover
---------------------------------------------------------------
The Supreme Court of the State of New York, County of New York,
entered an order on April 17, 2013, approving, among other
things, the fairness of the terms and conditions of an exchange
pursuant to Section 3(a)(10) of the Securities Act of 1933, as
amended, in accordance with a stipulation of settlement between
FreeSeas Inc.,  and Hanover Holdings I, LLC, in the matter
entitled Hanover Holdings I, LLC v. FreeSeas Inc., Case No.
153183/2013.  Hanover commenced the Action against the Company on
April 8, 2013, to recover an aggregate of US$1,792,416 of past-
due accounts payable of the Company, plus fees and costs.  The
Order provides for the full and final settlement of the Claim and
the Action.  The Settlement Agreement became effective and
binding upon the Company and Hanover upon execution of the Order
by the Court on April 17, 2013.

Pursuant to the terms of the Settlement Agreement approved by the
Order, on April 17, 2013, the Company issued and delivered to
Hanover 560,000 shares of the Company's common stock, $0.001 par
value, and on April 22, 2013, the Company issued and delivered to
Hanover 300,000 Additional Settlement Shares.

The Settlement Agreement provides that the Initial Settlement
Shares will be subject to adjustment on the trading day
immediately following the Calculation Period to reflect the
intention of the parties that the total number of shares of
Common Stock to be issued to Hanover pursuant to the Settlement
Agreement be based upon a specified discount to the trading
volume weighted average price of the Common Stock for a specified
period of time subsequent to the Court's entry of the Order.

The Settlement Agreement provides that in no event will the
number of shares of Common Stock issued to Hanover or its
designee in connection with the Settlement Agreement, when
aggregated with all other shares of Common Stock then
beneficially owned by Hanover and its affiliates result in the
beneficial ownership by Hanover and its affiliates (as calculated
pursuant to Section 13(d) of the Exchange Act and the rules and
regulations thereunder) at any time of more than 9.99% of the
Common Stock.

Since the issuance of the Initial Settlement Shares and
Additional Settlement Shares described above, Hanover
demonstrated to the Company's satisfaction that it was entitled
to receive 325,000 Additional Settlement Shares and that the
issuance of those Additional Settlement Shares to Hanover would
not result in Hanover exceeding the beneficial ownership
limitation set forth above.  Accordingly, on April 29, 2013, the
Company issued and delivered to Hanover 325,000 Additional
Settlement Shares pursuant to the terms of the Settlement
Agreement approved by the Order.

The issuance of Common Stock to Hanover pursuant to the terms of
the Settlement Agreement approved by the Order is exempt from the
registration requirements of the Securities Act pursuant to
Section 3(a)(10) thereof, as an issuance of securities in
exchange for bona fide outstanding claims, where the terms and
conditions of such issuance are approved by a court after a
hearing upon the fairness of those terms and conditions at which
all persons to whom it is proposed to issue securities in such
exchange shall have the right to appear.

A copy of the Form 8-K is available for free at:

                        http://is.gd/akwxT8

                        About FreeSeas Inc.

Headquartered in Athens, Greece, FreeSeas Inc., formerly known as
Adventure Holdings S.A., was incorporated in the Marshall Islands
on April 23, 2004, for the purpose of being the ultimate holding
company of ship-owning companies.  The management of FreeSeas'
vessels is performed by Free Bulkers S.A., a Marshall Islands
company that is controlled by Ion G. Varouxakis, the Company's
Chairman, President and CEO, and one of the Company's principal
shareholders.

The Company's fleet consists of six Handysize vessels and one
Handymax vessel that carry a variety of drybulk commodities,
including iron ore, grain and coal, which are referred to as
"major bulks," as well as bauxite, phosphate, fertilizers, steel
products, cement, sugar and rice, or "minor bulks."  As of Oct.
12, 2012, the aggregate dwt of the Company's operational fleet is
approximately 197,200 dwt and the average age of its fleet is 15
years.

Freeseas disclosed a net loss of US$30.88 million in 2012, a net
loss of US$88.19 million in 2011, and a net loss of US$21.82
million in 2010.  The Company's balance sheet at Dec. 31, 2012,
showed US$114.35 million in total assets, $106.55 million in
total liabilities and US$7.80 million in total shareholders'
equity.

RBSM LLP, in New York, issued a "going concern" qualification on
the consolidated financial statements for the year ended Dec. 31,
2012.  The independent auditors noted that the Company has
incurred recurring operating losses and has a working capital
deficiency.  In addition, the Company has failed to meet
scheduled payment obligations under its loan facilities and has
not complied with certain covenants included in its loan
agreements.  It has also failed to make required payments to
Deutsche Bank Nederland as agreed to in its Sept. 7, 2012,
amended and restated facility agreement and received notices of
default from First Business Bank.  Furthermore, the vast majority
of the Company's assets are considered to be highly illiquid and
if the Company were forced to liquidate, the amount realized by
the Company could be substantially lower that the carrying value
of these assets.  These conditions among others raise substantial
doubt about the Company's ability to continue as a going concern.


NATIONAL BANK OF GREECE: Incurs EUR2.52-Bil. Net Loss in 2012
-------------------------------------------------------------
National Bank of Greece S.A. filed with the U.S. Securities and
Exchange Commission on May 2, 2013, its annual report on Form 20-
F for the year ended Dec. 31, 2012.

Deloitte Hadjipavlou, Sofianos & Cambanis S.A. expressed
substantial doubt about National Bank of Greece's ability to
continue as a going concern, citing the Group's losses from
operations resulting from the impact of the impairment losses
from the Greek Sovereign debt restructuring and the shareholders
capital deficiency.

The Company reported a net loss of EUR2.518 billion in 2012,
compared with a net loss of EUR14.507 billion in 2011.

Net interest income before provision for loan losses for 2012 was
EUR3.200 Billion, a decrease of 12.3% for 2012, compared to
EUR3.648 billion in 2011.  Net interest margin was at 3.4% in
2012 and 3.6% in 2011, due to the pressure from competition in
domestic deposit gathering and to the higher rates paid from the
wholesale funding.

During 2012, the Group recognized Other-Than Temporary-Impairment
charges of EUR410.5 million for debt and equity securities,
compared to OTTI charges of EUR9.174 billion for debt and equity
during 2011.

The Company's balance sheet at Dec. 31, 2012, showed
EUR101.156 billion in total assets, EUR106.949 billion in total
liabilities, Temporary equity of EUR256.7 million, and total
permanent equity of EUR(6.049) billion.

A copy of the Form 20-F is available at http://is.gd/4plOvH

Athens-based National Bank of Greece S.A. holds a significant
position in Greece's retail banking sector, with 511 branches and
1,348 ATMs as at Dec. 31, 2012.  NBG's core focus outside of
Greece is in Turkey and South Eastern Europe, where the Company
currently operates in Bulgaria, Serbia, Romania, Albania, Cyprus
and the Former Yugoslavian Republic of Macedonia.


TOP SHIPS: Lowers Net Loss to US$64 Million in 2012
---------------------------------------------------
Top Ships Inc. filed on May 1, 2013, its annual report on Form
20-F for the year ended Dec. 31, 2012.

Deloitte Hadjipavlou, Sofianos & Cambanis S.A., in Athens,
Greece, expressed substantial doubt about Top Ships' ability to
continue as a going concern, citing the Company's recurring
losses from operations and stockholders' capital deficiency.

The Company reported a net loss of US$64.0 million on
US$31.4 million of total revenues in 2012, compared with a net
loss of US$189.1 million on US$80.6 million of total revenues in
2011.

The Company's balance sheet at Dec. 31, 2012, showed
US$211.4 million in total assets, US$198.3 million in total
liabilities, and stockholders' equity of US$13.1 million.

A copy of the Form 20-F is available at http://is.gd/jTCM4x

Located in Maroussi, Greece, Top Ships Inc. (Nasdaq: TOPS) is a
provider of international seaborne transportation services,
carrying petroleum products and crude oil for the oil industry
and drybulk commodities for the steel, electric utility,
construction and agriculture-food industries.  As of May 1, 2013,
its fleet consists of seven owned vessels, including six tankers
and one drybulk vessel.


* GREECE: IMF Opens Debate on Possible Debt Relief
--------------------------------------------------
Matina Stevis at Dow Jones Newswires reports that the
International Monetary Fund reopened the debate over whether
European governments will need to take losses on their bailout
loans to Greece, stating Monday that Greece's debt remains "much
too high" and European commitments to lighten it are welcome.

According to Dow Jones, the IMF's recommendations in its latest
review of Greece's bailout program bring to the fore the need for
future "official-sector involvement" in Greece's EUR173.5 billion
(US$227.5 billion) bailout, meaning that governments could in
some way forgive some of the money Greece owes them.  This so far
has been a no-go topic for many of Greece's euro-zone partner
countries, Germany in particular, Dow Jones notes.

History's largest sovereign-debt restructuring and a small-scale
debt buyback operation have meant that most of Greece massive
debt load is now owed to euro-zone governments, the European
Central Bank and the IMF, Dow Jones states.

Greece's European peers made a vague reference to the possibility
of re-examining the country's debt load at a euro-zone finance
ministers' meeting in Brussels last November, and have committed
to keep the country funded until it regains market access,
provided it sticks to the obligations of its bailout agreement,
Dow Jones recounts.

The IMF has a proportionately small participation in Greece's
bailout relative to the euro-zone nations, Dow Jones says.  The
fund itself wouldn't be affected by any measures to cut Greece's
debt-servicing obligations, Dow Jones discloses.  By its statute,
the IMF cannot take losses on loans it has made to program
countries, Dow Jones notes.

The IMF, as cited by Dow Jones, said Greece had made
"exceptional" progress in reining in its once-errant spending but
noted that it has done so through "recessionary channels."

Dow Jones relates that the IMF said Greece's banks should be
fully recapitalized by mid-2013, cautioning against "undue
government interference."  It added that the whole banking sector
should focus on containing and reversing "the mounting tide" of
loans in the red, according to Dow Jones.



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H U N G A R Y
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E-STAR ALTERNATIV: CEO Csaba Soos Terminates Contract
-----------------------------------------------------
MTI-Econews reports that E-Star Alternativ, which is under
bankruptcy protection, on Monday said its CEO, Csaba Soos,
initiated the termination of his contract.

E-Star reached an agreement with its creditors at the end of
April, MTI relates.

According to MTI, the company said it had secured, undisputed
creditors' claims of almost HUF492 million, and unsecured,
undisputed creditors' claims of HUF17.9 billion.

E-Star Alternativ Nyrt. is a Hungarian energy company.



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I R E L A N D
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B&Q IRELAND: Court Approves Restructuring; Exits Examinership
-------------------------------------------------------------
Business & Leadership reports that the High Court yesterday
approved restructuring recommendations for B&Q Ireland, which
will see the company exit examinership and continue to trade at
eight stores around the country and retain 640 jobs.

The plan will involve more than EUR2.4 million in fresh
investment by parent company Kingfisher plc, Business &
Leadership discloses.

B&Q Ireland sought the appointment of an examiner on January 31
this year in a bid to rescue the business which was significantly
loss-making, Business & Leadership recounts.

The rescue plan has involved the closure of its Waterford store,
which ceased trading on May 4, with the loss of 47 jobs, Business
& Leadership notes.  Four further stores were also potentially
under threat, including B&Q Athlone, but will now remain open
following the agreement secured by the examiner, Business &
Leadership relates.

B&Q Ireland is a DIY chain.


ION TRADING: S&P Assigns Prelim. 'B' Corp. Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has assigned its
preliminary 'B' corporate credit rating to ION Trading
Technologies Ltd., an Ireland-headquartered provider of trading
software and solutions to financial institutions, and a wholly
owned subsidiary of ION Investment Group Ltd.  The outlook is
stable.

At the same time, S&P assigned its preliminary 'B+' rating to the
company's proposed US$60 million senior secured revolving credit
facility (RCF) due 2018 and proposed US$700 million first-lien
term loan due 2020.  The preliminary recovery rating is '2',
indicating S&P's expectation of substantial (70%-90%) recovery in
the event of a payment default.

S&P also assigned its preliminary 'CCC+' rating to the company's
proposed US$355 million second-lien term loan due 2021.  The
preliminary recovery rating is '6', indicating S&P's expectation
of negligible (0%-10%) recovery in the event of a payment
default.

The ratings are subject to S&P's satisfactory review of the final
documentation.

The preliminary rating reflects S&P's assessment of ION's
business risk profile as "fair," and its financial risk profile
as "highly leveraged" pro forma the completion of the proposed
refinancing.

The group intends to use the net proceeds from the proposed
US$1.1 billion debt issuance to refinance its existing debt,
totaling US$218 million, and to distribute US$0.9 billion as a
cash dividend to its parent company ION Investment Group.

ION's business risk profile is constrained by the group's very
narrow product focus on trading solutions for electronic fixed-
income markets and its resulting sole reliance on financial
institutions as end customers for its product offering.

"Our financial risk profile assessment primarily reflects the
group's very high debt-to-EBITDA ratio, as adjusted by Standard &
Poor's, of about 7x at the closing of the refinancing and a
moderate cash interest cover ratio of 2x-2.5x.  Our leverage
calculation is pro forma the full-year consolidation of the
US$10 million EBITDA (about 7% of group EBITDA) from holding
vehicle Pattington Ltd., which will become a wholly owned
subsidiary of ION in the second quarter of 2013, and including
moderate operating lease obligations of US$26 million," S&P said.

"These constraints are partly mitigated by our expectations of
solid annual free operating cash flow (FOCF) of US$65 million-
US$80 million pro forma the refinancing, helped by very limited
capital expenditure requirements, which should allow ION to
gradually deleverage to well below 6x over the next 24 months if
it applies excess cash to reduce debt.  We also understand ION
intends to largely hedge its foreign exchange risk of its U.S.
dollar-denominated debt, given that its revenues and earnings are
primarily denominated in euros.  In addition, ION's financial
risk profile benefits from the group's proposed long-term capital
structure, with only modest annual debt amortizations of
US$7 million, and the lack of maintenance covenants on its first-
lien and second-lien debt," S&P noted.

The stable outlook incorporates S&P's belief that the company
will maintain a cash interest cover ratio of about 2x and utilize
its free operating cash flow generation to gradually reduce
leverage below 6x over the next 24 months.


PAMELA SCOTT: 12 Stores Exit Examinership; 137 Jobs Secured
-----------------------------------------------------------
RTE News reports that twelve of the 24 Pamela Scott stores in
Ireland have successfully exited the examinership process.

According to RTE, a statement from the parent company, Flairline
Fashion, said that the 12 shops will remain open and all 137 jobs
at the stores have been secured.

The company said that negotiations with its landlords have
resulted in a 40% reduction in overheads since 2007, RTE relates.

The shops, which trade under the company name Arzac Developments,
are in Dundrum, Grafton Street, Swords, Blanchardstown in Dublin,
Limerick Crescent and Limerick city, Tralee, Carlow, Drogheda,
Arklow, Sligo and Mahon Point in Cork, RTE discloses.

"Renegotiation of leases has been crucial to the success of the
restructuring process," RTE quotes Scott Barron, director of
Flairline Fashions, as saying.

He said that all 12 shops had upward-only clauses in their rent
contracts, RTE notes.


* Galway Corporate Insolvency Rate Down 23% in Q1 2013
------------------------------------------------------
Galway Bay FM reports that 20 companies, with registered
addresses in Galway, were declared insolvent in the first three
months of this year, according to figures compiled by business
and credit analysts Vision-net.

Galway Bay FM relates that the data shows that the rate of
insolvencies in Galway for the period from January to March this
year is down by 23 percent on quarter one last year when 26
insolvencies were recorded.

It's also down on quarter one in 2011 when 23 such insolvencies
are noted, says Galway Bay FM.

According to the report, March saw the highest rate of
insolvencies in quarter one this year with 10 recorded, followed
by January where 7 are noted and February where the remaining
three are detailed.



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BANCA MONTE: Prosecutors Appeal Nomura Asset Seizure Dismissal
--------------------------------------------------------------
Sergio Di Pasquale and Elisa Martinuzzi at Bloomberg News report
that Siena prosecutors are seeking to overturn a judge's ruling
that rejected their request to seize assets held by Nomura
Holdings Inc. (8604) as part of an inquiry into Banca Monte dei
Paschi di Siena SpA's use of derivatives to hide losses.

According to Bloomberg, Giuseppe Grosso, a prosecutor involved in
the case, said magistrates filed an appeal in Siena on Monday.
They are seeking authorization from the appeals court to seize as
much as EUR1.95 billion (US$2.6 billion) of Nomura assets, as
well as funds belonging to former managers of the Italian lender,
Bloomberg discloses.

The prosecutors are investigating claims that Nomura executives
colluded with Monte Paschi's former managers to design one of two
derivatives in 2008 and 2009 that hid as much as EUR557 million
of losses at the Italian bank, Bloomberg says.

Bloomberg relates that a court filing show a Siena judge on April
26 turned down the prosecution's asset-freeze request, arguing
there was no fraud because Monte Paschi (BMPS)'s senior managers
were aware of the transactions and their implications.  The judge
also said that allegations of usury aren't founded because Monte
Paschi wasn't under financial strain, Bloomberg notes.

Tokyo-based Nomura, which isn't under investigation, said last
month that it will "vigorously" contest any suggestion of
wrongdoing, Bloomberg recounts.

Banca Monte dei Paschi di Siena SpA -- http://www.mps.it/-- is
an Italy-based company engaged in the banking sector.  It
provides traditional banking services, asset management and
private banking, including life insurance, pension funds and
investment trusts.  In addition, it offers investment banking,
including project finance, merchant banking and financial
advisory services.  The Company comprises more than 3,000
branches, and a structure of channels of distribution.  Banca
Monte dei Paschi di Siena Group has subsidiaries located
throughout Italy, Europe, America, Asia and North Africa.  It has
numerous subsidiaries, including Mps Sim SpA, MPS Capital
Services Banca per le Imprese SpA, MPS Banca Personale SpA, Banca
Toscana SpA, Monte Paschi Ireland Ltd. and Banca MP Belgio SpA.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on Feb. 4,
2013, Standard & Poor's Ratings Services said that it lowered its
long-term counterparty credit rating on Italy-based Banca Monte
dei Paschi di Siena SpA (MPS) to 'BB' from 'BB+'. S&P also
lowered its rating on MPS' Lower Tier 2 subordinated notes to
'CCC+' from 'B-'.  These ratings remain on CreditWatch, where S&P
originally placed them with negative implications on Dec. 5,
2012.  S&P lowered the ratings on MPS' junior subordinated debt
to 'CCC' from 'CCC+' and on its preferred stock to 'CCC-' from
'CCC'.  S&P also placed these ratings on CreditWatch with
negative implications.  S&P affirmed its 'B' short-term
counterparty credit rating on the bank.  The downgrade follows
MPS' recent announcement related to the investigation of
potential losses on three structured transactions.



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


TSESNA-GARANT: S&P Assigns 'B' LT Counterpaty Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned its
'B' long-term counterparty credit and insurer financial strength
ratings and 'kzBB+' Kazakhstan national scale rating to
Kazakhstan-based Insurance Company Tsesna-Garant JSC.  The
outlook is stable.

The ratings on Tsesna-Garant reflect S&P's view of the company's
weak competitive position based on its short track record, and
its weak operating results and financial flexibility.  These
weaknesses are offset by the insurer's marginal capitalization,
as well as its adequate investment quality and liquidity.

Tsesna-Garant, established in 2008, became 100%-owned by Tsesna
Bank (B/Stable/B; 'kzBB+') in 2009.  There is no explicit support
from Tsesna Bank factored into S&P's ratings, however, given that
S&P assess the parent's credit quality at the same level as
Tsesna-Garant's.  S&P considers Tsesna-Garant to be a "moderately
strategic" subsidiary to Tsesna Bank under its group methodology.

The stable outlook reflects S&P's expectation that Tsesna-Garant
will maintain the strength of its financial profile, reflected in
marginal capitalization and the adequate quality of investments,
despite rapid premium growth.

A positive rating action is unlikely at this stage unless there
are upward changes in the parent's stand-alone credit profile
combined with improvements in the company's business profile
evidenced in a sustainable market position.

A negative rating action will likely follow if S&P lower its
rating on the parent.  Deterioration of the company's financial
profile, as well as unprofitable or aggressive expansion into new
product lines that pressure the company's competitive position
and operating results, could also trigger a negative rating
action.



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


NORTHLAND RESOURCES: Bondholders Back Restructuring Proposal
------------------------------------------------------------
Northland Resources S.A. on May 3 disclosed that existing
bondholders voted in favor of the contemplated restructuring
proposal.

Northland announced in a press release dated April 29, 2013, that
the Company had reached agreements with representatives of the
holders of the US$370 million senior secured bonds as well as the
bondholders' financial advisor, to restructure the existing
bonds, offer a new US$362 million senior secured bond and release
the remaining amounts on the Debt Service Accounts to the
Company.

On May 3, 2013, Bondholder's Meeting were held pursuant to
summons of April 29, 2013.  There were sufficient Bondholders
present at both meetings to form a quorum.  The proposed
resolution obtained 89.04% of votes in respect of the 13% Bonds
and 100% of the votes in respect of the 12.25% Bonds.  The
proposal was adopted according to the voting requirements of the
Bond Agreement for both Bonds.

                               MCTO

As reported by the Troubled Company reporter on April 29, 2013,
Northland Resources S.A. provided its second bi-weekly Default
Status Report under National Policy 12-203 - Cease Trade Orders
for Continuous Defaults.

On March 28, 2013, the Company announced that the filing of its
audited financial statements and associated management discussion
and analysis for the fiscal year ended December 31, 2012, would
not be completed by the filing deadline set by Canadian
securities laws.

As a result of this delay in filing the Annual Filings and the
application by the Company for a management cease trade order (a
"MCTO"), the Ontario Securities Commission issued a MCTO, which
imposes certain restrictions on the issuance and acquisition of
securities of insiders and/or employees of the Company until the
Company files the Annual Filings and related CEO and CFO
certificates.  The MCTO will not affect the ability of persons
who are not insiders or employees of Northland to trade their
securities.

Pursuant to the provisions of the alternative information
guidelines specified by NP 12-203, the Company reports that,
since the issuance of its default announcement on March 28, 2013,
except as stated in this Default Status Report, there have not
been any material changes to the information contained therein;
nor any failure by the Company to fulfill its intentions as
stated therein with respect to satisfying the provisions of the
alternative information guidelines; and there are no additional
defaults or anticipated defaults subsequent to the disclosure
therein, other than the delay in filing the Annual Filings and
related CEO and CFO certificates.  Further, there is no
additional material information respecting the Company and its
affairs that has not been generally disclosed.

The Company expects to file the required Annual Filings and
related CEO and CFO certificates on or before Tuesday, April 30,
2013.  If this does not occur, the Company intends to file the
third Default Status Report on or about May 9, 2013.

Headquartered in Luxembourg, Northland Resources S.A. (OMX:NAURO)
-- is a producer of iron ore concentrate, with a portfolio of
production, development and exploration mines and projects in
northern Sweden and Finland.  The first construction phase of the
Kaunisvaara project is complete and production ramp-up started in
November 2012.  The Company produces high-grade, high-quality
magnetite iron concentrate in Kaunisvaara, Sweden, where the
Company will exploit two magnetite iron ore deposits, Tapuli and
Sahavaara.  Northland has entered into off-take contracts with
three partners for the entire production from the Kaunisvaara
project over the next seven to ten years.  The Company is also
preparing a Definitive Feasibility Study for its Hannukainen Iron
Oxide Copper Gold project in Kolari, northern Finland and for the
Pellivuoma deposit, which is located 15 km from the Kaunisvaara
processing plant.



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


NXP BV: Moody's Assigns 'B3' Rating to New Unsecured Debt
---------------------------------------------------------
Moody's Investors Service assigned a B3 rating with a loss given
default assessment (LGD) of LGD5-84% to NXP B.V.'s proposed
senior unsecured notes offering.

In addition, the rating agency has affirmed the company's
corporate family rating and existing senior secured debt at B1
(LGD3 -43%) as well as the probability of default rating at B1-
PD. The outlook on all ratings has been changed to positive from
stable.

The new notes will be issued by NXP B.V. and NXP Funding LLC. NXP
will use the proceeds of the new notes to refinance the
outstanding amount of US$616.5 million under the senior secured
notes due November 2016. The transaction will lengthen NXP's debt
maturity profile, while the company's total reported debt of
approximately US$3.4 billion at March 31, 2013 will remain
unchanged following the refinancing.

Assignments:

Issuer: NXP B.V.

Senior Unsecured Regular Bond/Debenture, Assigned B3, LGD5, 84 %

Outlook Actions:

Issuer: NXP B.V.

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: NXP B.V.

Probability of Default Rating, Affirmed B1-PD
Corporate Family Rating, Affirmed B1
Senior Secured Bank Term Loans, Affirmed B1, LGD3, 43%
Senior Secured Regular Bond/Debentures, Affirmed B1, LGD3, 43%
Senior Unsecured Regular Bond/Debentures, Affirmed B3, LGD5, 84%

Ratings Rationale:

"The change in the rating outlook was prompted by Moody's
increased confidence in NXP's ability to sustain solid levels of
profitability in its major HPMS (High Performance Mixed Signal)
segment and to generate material amounts of positive free cash
flow through the cycle which will be applied to debt reduction",
says Kathrin Heitmann, Moody's lead analyst for NXP.

The positive outlook anticipates that NXP will generate positive
free cash flow and will reduce adjusted debt/EBITDA to around
3.0x from around 3.6x at March 31, 2012 in the next 12 to 18
months. However, for further rating upward pressure NXP would
also need to demonstrate that it can sustain the current positive
momentum in its HPMS segment and make further progress in
reducing its still high reported gross debt load of around US$3.4
million at March 31, 2013 (US$4.0 billion as adjusted) despite
the high cyclicality inherent to the semiconductor market.

Moody's also expects that NXP will over time improve currently
low profit margins at its standard products division which had a
non-GAAP reported operating margin of only 10.0% in the first
quarter of 2013 (14.3% in the fourth quarter of 2012) as a result
of a weaker mix, increased pricing pressure and poor factory
performance resulting from a slower recovery than expected from
recent quality issues.

Moody's assignment of the B3 rating to NXP's proposed senior
unsecured notes offering reflects that these will rank junior to
the company's existing senior secured debt and its EUR620 million
secured revolving credit facility due March 2017.

NXP's senior secured term loans and senior secured notes share
the security arrangements with NXP's EUR620 million revolving
credit facility due 2017, but rank behind the revolving credit
facility in a liquidation scenario.

NXP's senior secured debt is secured by first-priority liens on
(1) substantially all assets except cash of the issuer and its
guarantor (material wholly owned subsidiaries); (2) the issuer's
equity interests in all material wholly owned subsidiaries; and
(3) any intercompany loans. In its LGD assessment, Moody's has
ranked US$513 million of trade payables as per March 31, 2013
pari passu with the revolving credit facility.

The B1 CFR continues to reflect (1) the high technology risk
inherent to the semiconductor industry and the customized nature
of NXP's products; (2) NXP's fairly short track record of
positive free cash flow generation; and (3) the company's
relatively high leverage compared with other rated semiconductor
companies, as evidenced by adjusted gross debt/EBITDA of 3.6x at
March 31, 2012.

However, more positively, the B1 CFR also factors in NXP's
progress in generating material amounts of positive free cash
flow and in sustaining solid levels of operating performance over
recent quarters. NXP has some cushion in the B1 rating category
to withstand a degree of earnings volatility stemming from
continued weakness in the semiconductor markets and macroeconomic
uncertainty. In addition, the B1 rating positively reflects NXP's
solid short-term liquidity profile.

Moreover, the B1 ratings also positively reflect (1) NXP's
established leadership positions in different markets with
different underlying growth drivers, supported by recent design
wins and broadening range of innovative products; and (2) the
company's improved operating flexibility and the US$928 million
in cost reductions achieved through its Redesign Restructuring
program, completed in 2011.

What Could Change The Rating Up/Down

Upward rating pressure would require (1) sustained profitable
growth at NXP's major division, its HPMS business; and (2) NXP to
maintain or grow market shares and continue to apply positive
free cash flow generation to debt reduction. The rating could be
upgraded if this leads to debt/EBITDA of around 3.0x through the
cycle and if NXP can maintain an ample liquidity cushion to
weather any prolonged industry slowdown.

Conversely, Moody's could downgrade the ratings if (1) NXP
experienced sustained erosion in its revenues; (2) the company
lost market share, as indicated by revenues growing at a lower
rate than both the industry average and its operating margins for
a protracted period; and (3) the company returned to material
negative free cash flow and debt/EBITDA above 4.5x. In addition,
a deterioration in liquidity could result in a rating downgrade.

The principal methodology used in this rating was the Global
Semiconductor Industry Methodology published in December 2012.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Eindhoven, Netherlands, NXP B.V. is a leading
semiconductor company in terms of revenues. Its High Performance
Mixed Signal and Standard Product solutions are used in a wide
range of applications, including automotive, identification,
wireless infrastructure, lighting, industrial, mobile, consumer
and computing. NXP generated revenues of around $4.4 billion in
2012.


NXP BV: S&P Assigns 'B' Rating to Proposed Sr. Unsecured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue rating to the proposed senior unsecured notes due 2018 to
be issued by Dutch semiconductor manufacturer NXP B.V.
(B+/Stable/--) and its wholly owned subsidiary NXP Funding LLC
(together, NXP). The issue rating is one notch below the
corporate credit rating on NXP B.V.

At the same time, S&P assigned a recovery rating of '5' to the
proposed notes, indicating its expectation of modest (10%-30%)
recovery prospects in the event of a payment default.

In addition, S&P affirmed its 'B+' issue ratings on NXP's
existing senior secured notes (denominated in U.S. dollars and
euros) and senior secured term loans.  The recovery ratings on
these senior secured facilities are unchanged at '3', indicating
S&P's expectation of meaningful (50%-70%) recovery in the event
of a payment default.

S&P also affirmed its 'BB' issue rating on NXP's EUR620 million
super senior revolving credit facility (RCF) due March 2017.  The
recovery rating on the RCF remains unchanged at '1', reflecting
S&P's expectation of very high (90%-100%) recovery for
debtholders in the event of a payment default.

S&P understands that NXP will use the proceeds of the proposed
notes along with drawings on its RCF to redeem the floating rate
notes due 2016 (US$616 million outstanding).  S&P sees the
transaction as positive for the senior secured debtholders, with
recovery prospects improving to the high end of the 50%-70%
range.

                         RECOVERY ANALYSIS

S&P's recovery ratings on the senior secured debt instruments are
supported by its valuation of NXP as a going concern and by the
fairly comprehensive security package provided to the senior
secured lenders.

The proposed senior notes are unsecured, although they benefit
from the same guarantee package as the senior secured notes.  In
S&P's view, the recovery prospects on both senior secured and
senior unsecured debtholders partly depend on the value of NXP's
61.2%-owned subsidiary Systems on Silicon Manufacturing Co. Pte.
Ltd. (SSMC), which sits outside of the guarantor group.  S&P
assumes that the value held in SSMC at S&P's hypothetical point
of default would be shared between senior unsecured and
unsatisfied senior secured claims on a pari passu basis.

The difference between the issue rating on the senior secured
debt instruments and that on the RCF reflects the super senior
status of the RCF, with RCF lenders ranking ahead of the senior
secured noteholders and other lenders in the event of default.

"Under our hypothetical default scenario for NXP, we envisage
declining revenues as a result of a significant macroeconomic and
industry slowdown, increasing competition, a significant drop in
operating margins, and large capital expenditure and research and
development commitments.  At our hypothetical point of default in
2017, we calculate that EBITDA would decline to about
US$420 million," S&P said.

S&P estimates the stressed enterprise value of the group at the
point of hypothetical default to be approximately US$2.5 billion,
which is equivalent to 6.0x stressed EBITDA.

After taking these factors into account and deducting the costs
of enforcement and other priority liabilities (about US$280
million), S&P arrives at a net enterprise value of about $2.2
billion.  S&P's valuation assumes a proportionate consolidation
of SSMC. However, S&P believes there could be additional upside
to its valuation of SSMC at the point of default.

S&P envisage about US$830 million of super priority debt
(including the fully drawn RCF and six months of prepetition
interest).  This equates to very high (90%-100%) recovery
prospects for the RCF lenders, and translates into a recovery
rating of '1' on this instrument.

With about US$1.5 billion outstanding at default for the senior
secured debtholders, incorporating the repayment of the 2016
floating rate notes, S&P sees recovery prospects at the high end
of the 50%-70% range.  This translates into a recovery rating of
'3' on the various senior secured debt instruments.

In S&P's view, the value held outside of the guarantor group
would be shared between senior unsecured and unsatisfied senior
secured claims on a pari passu basis, allowing for modest
recovery prospects within the 10%-30% range for the proposed
senior unsecured debtholders.  This translates into a recovery
rating of '5' on the senior unsecured notes.



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


NORSKE SKOGINDUSTRIER: S&P Affirms 'CCC+' Rating; Outlook Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services said it revised its outlook on
Norway-based forest products group Norske Skogindustrier ASA
(Norske Skog) to negative from stable.  At the same time, S&P
affirmed its 'CCC+/C' long- and short-term corporate credit
ratings, 'CCC+' issue ratings, and recovery rating of '4'.

The outlook revision reflects S&P's view of Norske Skog's
deteriorating liquidity on the back of poor operational
performance and a significant working capital outflow during the
first quarter of 2013.  Norske Skog's cash balance fell during
the first quarter, as a result of free operating cash flow (FOCF)
of negative Norwegian krona (NOK)240 million (about EUR32
million).

As a result, S&P no longer view the group's liquidity as
"adequate," under its criteria.  Norske Skog has typically drawn
on its revolving credit facility (RCF) in quarter two of recent
years to increase liquidity headroom when paying large annual
interest payments.  While S&P notes that the covenants on the
group's RCF (which is now EUR70 million) were reset for the first
quarter of 2013, S&P thinks it is likely that Norske Skog will
not be able to meet the tightening requirements needed at the end
of the second quarter and will therefore need another reset for
those funds to be available.  Due to the historical support from
the banks, S&P do not rule out another reset which would improve
the group's liquidity following the interest payments.  However,
S&P thinks that this merely postpones the Norske Skog's
unsustainable capital structure until a long-term financing
solution is found. Longer term, S&P believes the company may find
it increasingly difficult to service its debt, given its
expectations of modest FOCF generation reflecting unsupportive
trading conditions, its reliance on the covenant's reset, and
large maturities in June 2014.

"We view Norske Skog's business risk profile as "vulnerable," due
to its business model, which is completely geared towards
newsprint and magazine paper.  The market for newsprint and
magazine paper is depressed, with rapidly falling demand and
structural overcapacity, which leads to falling prices.  Although
we think prices might rise in the second half of 2013 as a result
of recent capacity closures in Europe, we still think that more
capacity needs to be closed to stabilize the market.  As a result
of the poor performance in the first quarter, we have revised
down our base-case operating forecast for Norske Skog and now
believe its EBITDA margin will be 6%-8% as opposed to 8%-10%
earlier, translating into EBITDA of NOK900 million-NOK1,000
million in 2013.  There is, however, some upside to this
assessment should there be additional capacity closures that
could provide support to paper prices in the second half of
2013," S&P said.

S&P still assess Norske Skog's financial risk profile as "highly
leveraged," despite recent deleveraging and a manageable near-
term debt maturity schedule.  Credit metrics have improved over
the past two years as Norske Skog has used operational cash flows
and proceeds from disposals to redeem maturing bonds and
repurchase its own bonds in the market.  However, S&P thinks that
the group's leverage is unsustainable in the long-term, with the
next bond maturities coming up in June 2014.

The negative outlook reflects the risk that S&P could downgrade
the ratings within the next six months if there is no improvement
in liquidity and operational performance.  S&P might lower the
rating to 'CCC' if it thinks it is increasingly likely that
Norske Skog could default on its debt obligations in 2014, in the
absence of a credible plan to address these maturities.

S&P could revise the outlook to stable if the group's operating
performance improved and its liquidity improved enough to remove
uncertainties regarding debt maturities and interest payments in
2013 and 2014.



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


CAJASUR BANCO: Fitch Affirms 'B+' Preferred Stock Rating
--------------------------------------------------------
Fitch Ratings has affirmed Spain-based Kutxabank, S.A.'s Long-
term Issuer Default Rating (IDR) of 'BBB', Short-term IDR of 'F3'
and Viability Rating (VR) of 'bbb'. The Outlook for the Long-term
IDR is Negative, mirroring the sovereign rating of Spain. The
agency has also affirmed Kutxabank's Support Rating of '3' and
Support Rating Floor (SRF) of 'BB+'.

Fitch has simultaneously affirmed various unsecured debt issues
of Kutxabank's 100%-owned bank subsidiary, CajaSur Banco S.A.U.
(formerly, BBK Bank Cajasur, S.A.U.). CajaSur Banco's debt
ratings are aligned with its parent.

KEY RATING DRIVERS - IDRS, VR AND SENIOR DEBT RATING

Kutxabank's IDRs and senior debt ratings are driven by its stand-
alone creditworthiness, as expressed by the VR. The affirmation
of Kutxabank's VR reflects its leading franchise in the Basque
Country, a region whose economy has performed better than most
others in Spain. This operating environment supports the
resilience of earnings and asset quality. The bank's large and
stable retail funding base is also a positive driver and the VR
also reflects management's sound track record and the bank's
adequate loss-absorption capacity.

Asset quality deteriorated in 2012, driven in part by CajaSur
Banco's loan exposure. CajaSur Banco, acquired in January 2011 by
BBK (now integrated into Kutxabank), has a high level of impaired
loans (NPLs). Nevertheless, Kutxabank's NPL ratio of 9.7% at end-
2012 remained below the system average (10.4%), largely
reflecting the resilience of its sizeable residential mortgage
book and a relatively low loan exposure to real estate developers
(11% of total loans). Two-thirds of the loan book is extended to
individuals, which brings some loan diversification.

Kutxabank is the result of the merger of the three Basque savings
banks. On its formation, in January 2012, impaired loan write-
downs were made, following which the level of reserves increased.
At end-2012, Kutxabank's loan loss reserve coverage, at 68%, is
seen as adequate.

Kutxabank has a large portfolio of equity investments (equivalent
to 106% of Fitch core capital [FCC] at end-2012), with
concentrations by name. However, these are largely long-standing
investments made in sound Spanish utilities, potentially
providing financial flexibility.

Kutxabank is mostly funded by deposits (the loan/deposit ratio at
end-2012 reached 119%) and covered bond issues. Contractual debt
maturities for 2013-2015 look manageable given the level of
unencumbered assets and Kutxabank's proven capital markets
issuance ability, even during current challenging times. Funding
from the European Central Bank (ECB) at Kutxabank is below the
system average.

Kutxabank's FCC/weighted risks ratio of 7.7% is below that of
some of its peers in part due to large tax loss carryforwards.
However, Fitch considers capitalisation to be adequate in view of
its risk profile and it is set to improve mainly because of
further de-leveraging.

The Outlook for the Long-term IDR remains Negative, matching that
of the Spanish sovereign. The Outlook reflects Spain's weak
economic environment, including high unemployment and lack of
growth. This is expected to continue to exert negative pressure
on asset quality and performance. Kutxabank also faces a
challenge to achieve synergies from the merger of the three
Basque savings banks as well as from the ongoing downsizing of
CajaSur Banco.

RATING SENSITIVITIES - IDRS, VR AND SENIOR DEBT RATING

Kutxabank's VR (and hence IDRs) will be downgraded if asset
quality weakens materially and/or if the benefits of the
integrations do not materialize as planned. This is especially
true if Kutxabank fails to turn around the business of CajaSur
Banco (this is not Fitch's current base case). A downgrade of
Spain would also trigger a downgrade of Kutxabank's ratings given
the strong correlations between sovereign and bank ratings. An
upgrade of the bank's VR is unlikely in the foreseeable future in
light of the current operating environment.

RATING DRIVERS AND SENSITIVITIES - SUPPORT RATING AND SRF

Kutxabank's Support Rating and SRF express Fitch's belief that
there is a moderate likelihood of support, should it be required,
from Spain's authorities. The bank's national franchise is
modest, with loan and deposit market shares of between 3%-4%, but
Kutxabank is an important player in the Basque Country and in the
Andalusian province of Cordoba.

The Support Rating and SRF are sensitive to a downgrade of Spain
and/or any change in Fitch's assumptions around the state's
propensity to support Kutxabank. The ratings are also sensitive
to any reduction in the EU's implicit support for European banks.

RATING DRIVERS AND SENSITIVITIES - SUBORDINATED DEBT AND OTHER
HYBRID SECURITIES

Subordinated debt and other hybrid capital issued by Kutxabank
and CajaSur Banco are all notched down from Kutxabank's VR, in
accordance with Fitch's assessment of each instrument's
respective non-performance and relative loss severity risk
profiles. Their ratings are sensitive to any change in
Kutxabank's VR.

The rating actions are:

Kutxabank, S.A.:
Long-term IDR: affirmed at 'BBB'; Outlook Negative
Short-term IDR: affirmed at 'F3'
Viability Rating: affirmed at 'bbb'
Support Rating: affirmed at '3'
Support Rating Floor: affirmed at 'BB+'
Senior unsecured debt long-term rating: affirmed at 'BBB'
Senior unsecured debt short-term rating: affirmed at 'F3'
Subordinated debt: affirmed at 'BBB-'
State-guaranteed debt: affirmed at 'BBB'

CajaSur Banco, S.A.U.:
Senior unsecured debt long-term rating: affirmed at 'BBB'
Subordinated debt: affirmed at 'BBB-'
Preferred stock: affirmed at 'B+'


GRUPO COOPERATIVO: Fitch Affirms 'BB' LT Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed the Long-term Issuer Default Ratings
(IDR) of Caja Laboral Popular Cooperativa de Credito (Laboral
Kutxa), Caja Rural de Navarra, Sociedad Cooperativa de Credito
(CRN), Grupo Cooperativo Iberico de Credito (GCI) and Banco
Cooperativo Espanol (BCE) at 'BBB'. The Rating Outlook on the
Long-term IDRs is Negative. Fitch also affirmed the Long-term IDR
of Grupo Cooperativo Cajas Rurales Unidas (Grupo CRU) at 'BB',
Outlook Stable.

KEY RATING DRIVERS - LABORAL KUTXA'S, CRN'S, GCI'S AND BCE'S
IDRS, VRS, SUPPORT RATING, SUPPORT RATING FLOOR AND SENIOR DEBT

Laboral Kutxa's, CRN's and GCI's IDRs and VRs reflect the overall
resilience of their financial condition. These cooperatives'
problematic assets are considered to be fairly well reserved and
funding structures are healthy, held up by stable retail deposits
which, in turn, support comfortable liquidity. Capitalization is
generally considered to be adequate, given risk profiles. At the
same time, the ratings factor in geographical concentrations,
modest earnings and pressure from the weak prospects for Spain's
economy.

BCE's ratings reflect a fairly low risk profile, sound management
and reasonable capital ratios, adequate liquidity and stable,
albeit low, profitability. BCE is strategically important to
members of the Asociacion Espanola de Cajas Rurales (AECR; the
Spanish rural cooperatives association) as it performs certain
central treasury functions. The financial profile of aggregated
AECR member banks has weakened, but overall it remains adequate.
At end-2012, AECR consisted of 41 members, with an aggregate
equity of EUR4.4 billion. GCI and CRN are members of AECR.

GCI reported small profits and Laboral Kutxa and CRN reported net
losses in 2012 due to large real estate assets-related impairment
charges. Fitch expects loan impairment charges (LICs) to
normalize in 2013. However, profitability at the three entities
is expected to remain weak due to the tough operating environment
and low interest rates.

At end-2012 impaired loan (NPL) ratios at Laboral Kutxa (7.2%)
and CRN (4.4%) were better than the sector average (10.4%); GCI's
NPL ratio, at 11.4%, is higher, reflecting the weaker regional
economy in which it operates. All three entities had NPL reserve
coverage in excess of 70%, which Fitch views as adequate to cover
their expected losses in the absence of further stress. Should
impairments in residential mortgages and SME portfolios escalate
beyond Fitch's current expectations, loan loss cover and capital
ratios will need to be reviewed again.

GCI has no reliance on wholesale market funding and its loans to
deposits ratio (adjusted for securitizations and mediation loans,
and deducting reserves) is a healthy 87%. Laboral Kutxa and CRN
are slightly reliant on wholesale funding but report adequate
loan to deposit ratios of 113% and 111%, respectively. Fitch
believes all three entities' liquidity position is comfortable,
especially given low debt maturities in 2013.

In Fitch's opinion CRN and GCI are adequately capitalized. Fitch
core capital (FCC)/weighted risks ratios are above 11% at end-
2012. Laboral Kutxa's FCC/weighted risks ratio reached a far
lower 7.8%, negatively impacted by large deferred tax assets
(DTA) for losses carried forward. This amount is deducted from
equity for the purposes of calculating FCC. Nevertheless, Fitch
believes other strengths at Laboral Kutxa, notably the perception
that loan loss reserve cover is adequate, help offset this
weakness. Fitch also expects FCC to improve swiftly upon a return
to sustained profitability, supported by the recovery of DTAs.

BCE acts primarily as an intermediary, acting on behalf of AECR
banks. Its main activity is to manage liquidity for AECR banks,
including accessing ECB funding and issuing state-guaranteed debt
on their behalf. BCE's intermediary activities are largely
secured or guaranteed by associated members.

The Negative Outlook on the IDRs of the four entities included in
this comment mirrors the outlook on Spain's sovereign rating.
These entities operate in the Spanish markets and ratings are
highly correlated.

The Support Ratings (SR) of '3' reflect Fitch's view that there
is a moderate likelihood of support for these cooperatives from
the authorities, if needed. Due to their importance in their home
regions Fitch has affirmed Laboral Kutxa's, CRN's and GCI's
Support Rating Floors (SRF) at 'BB'. BCE's SRF, at 'BB+', is one
notch higher reflecting the instrumental role it plays for the
aggregated AECR member banks.

RATING SENSITIVITIES - LABORAL KUTXA'S, CRN'S, GCI'S AND BCE's
IDRS, VRS, SUPPORT RATING, SUPPORT RATING FLOOR AND SENIOR DEBT

Given the operating environment and the Negative Outlook on the
Spanish sovereign's ratings, an upgrade of the ratings of Laboral
Kutxa, CRN, GCI and BCE is unlikely.

Negative pressure on the VRs will arise if asset quality
deteriorates in a more pronounced manner than expected. Should
BCE's role within the AECR group diminish considerably or
counterparty risk increase significantly, which is not Fitch's
base case, its VR could be downgraded.

The SRs and SRFs are sensitive to changes in assumptions
concerning either the propensity or ability of the Spanish
authorities to provide timely support to the entities.

KEY RATING DRIVERS - GRUPO CRU'S IDRS, VRS, SUPPORT RATING,
SUPPORT RATING FLOORS AND SENIOR DEBT

The IDRs of Grupo CRU are driven by its SRF. Grupo CRU's SR of
'3' reflects Fitch's opinion that there is a moderate probability
that support from the Spanish authorities would be forthcoming,
if required. This is due to Grupo CRU's size (Spain's largest
credit cooperative group) within the credit cooperative segment
and relative importance in its home regions of Andalusia,
Baleares, Valencia and Murcia, as well as in the Canary Islands.

The VR reflects Grupo CRU's modest earnings, poor asset quality
(NPL ratio of 13% at end-2012), reliance on wholesale funding and
capital ratios which are considered to be only just adequate by
Fitch. Positively, Grupo CRU's regional franchise is reasonable
and concentration risks by borrower groups are modest. Grupo CRU
reported losses in 2012, due to large impairment charges. The
entity's loan loss reserve cover improved to 55% at end-2012, but
capital adequacy weakened. Grupo CRU's FCC/weighted risks ratio
reached 7.4% at end-2012, considered only just adequate given its
risk profile. Grupo CRU relies on the wholesale markets to fund
its loan book (net loans to deposit ratio of 134%). Its liquidity
position is tighter than peers', in Fitch's opinion.

RATING SENSITIVITIES - GRUPO CRU'S IDRS, VRS, SUPPORT RATING,
SUPPORT RATING FLOORS AND SENIOR DEBT

Upward potential for Grupo CRU's IDRs and VR is limited. An
upgrade of the SRF is also unlikely, given its regional nature.

Grupo CRU's IDRs are sensitive to a simultaneous downgrade of the
VR and SRF. The SR and SRF are sensitive to a potential downgrade
of the Spanish sovereign rating or to a change in Fitch's
assumptions regarding the Spanish authorities' propensity to
support Grupo CRU.

GRUPO CRU AND GCI'S CENTRAL INSTITUTIONS KEY RATING DRIVERS
Grupo CRU and GCI are two banking groups backed by mutual support
mechanisms managed through central institutions. Fitch has
affirmed the IDRs and SRs of their central institutions, Cajas
Rurales Unidas, Sociedad Cooperativa de Credito (CRU) and Caja
Rural del Sur, Sociedad Cooperativa de Credito (CRS), equalised
with those of the groups. This is because the central
institutions play a strategic role within each group and provide
central treasury functions to group members. In addition, any
potential outside support provided to the group will be
channelled through the central institution.

The impact, if any, on CRU's and Laboral Kutxa's covered bonds
will be covered in a separate comment.

The rating actions are:

Grupo CRU
Long-term IDR affirmed at 'BB'; Outlook Stable
Short-term IDR affirmed at 'B'
Viability Rating affirmed at 'bb'
Support Rating affirmed at '3'
Support Rating Floor affirmed at 'BB'

CRU
Long-term IDR affirmed at 'BB'; Outlook Stable
Short-term IDR affirmed at 'B'
Support Rating affirmed at '3'
Support Rating Floor affirmed at 'BB'
Senior unsecured debt short-term rating affirmed at 'B'
Subordinated debt affirmed at 'BB-'

Laboral Kutxa
Long-term IDR affirmed at 'BBB'; Outlook Negative
Short-term IDR affirmed at 'F3'
Viability Rating affirmed at 'bbb'
Support Rating affirmed at '3'
Support Rating Floor affirmed at 'BB'
Senior unsecured debt long-term rating affirmed at 'BBB'
Senior unsecured debt short-term rating affirmed at 'F3'

CRN
Long-term IDR affirmed at 'BBB'; Outlook Negative
Short-term IDR affirmed at 'F3'
Viability Rating affirmed at 'bbb'
Support Rating affirmed at '3'
Support Rating Floor affirmed at 'BB'

GCI
Long-term IDR affirmed at 'BBB'; Outlook Negative
Short-term IDR affirmed at 'F3'
Viability Rating affirmed at 'bbb'
Support Rating affirmed at '3'
Support Rating Floor affirmed at 'BB'

CRS
Long-term IDR affirmed at 'BBB'; Outlook Negative
Short-term IDR affirmed at 'F3'
Support Rating affirmed at '3'
Support Rating Floor affirmed at 'BB'

BCE
Long-term IDR affirmed at 'BBB'; Outlook Negative
Short-term IDR affirmed at 'F3'
Viability Rating affirmed at 'bbb'
Support Rating affirmed at '3'
Support Rating Floor affirmed at 'BB+'
State guaranteed debt: affirmed at 'BBB'


IM BES EMPRESAS 1: Moody's Confirms 'Caa2' Rating on Junior Notes
-----------------------------------------------------------------
Moody's Investors Service confirmed the A3 (sf) and Caa2 (sf)
rating of, respectively, the senior and junior notes issued by IM
BES Empresas 1, FTA (BES Empresas 1). The high level of credit
enhancement, which protects against sovereign and counterparty
risk, primarily drove the action.

The rating action concludes the review for downgrade initiated by
Moody's on July 2, 2012. The transaction is a Spanish asset-
backed securities transaction backed by loans to small and
medium-sized enterprises (SME ABS) originated by Banco Espirito
Santo, S.A. (Ba3, NP).

Ratings Rationale:

The action primarily reflects the availability of sufficient
credit enhancement to address increased sovereign and
counterparty risks. The introduction of new adjustments to
Moody's modeling assumptions to account for the effect of
deterioration in sovereign creditworthiness and the revision of
key collateral assumptions and increased exposure to lowly rated
counterparties has had no negative effect on the ratings of the
senior and junior notes in this transaction.

The senior notes (Class A) currently benefit from credit
enhancement of 80.7% in the form of subordination (75.6%) and a
reserve fund (5.1% net of positive principal deficiency ledger).
The reserve fund also confers benefits to the junior notes (Class
B).

Additional Factors Better Reflect Increased Sovereign Risk

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

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

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

Moody's Revises Key Collateral Assumptions

Moody's maintained its default and recovery rate assumptions for
the transaction, which it updated on December 21, 2012.

The current default assumption is 33.9% of the current portfolio
and the assumption for the fixed recovery rate is 40.0%. Moody's
has increased the CoV to 52.6% from 34.5%, which, combined with
the revised key collateral assumptions, corresponded to a
portfolio credit enhancement of 45.0%.

Moody's Has Considered Exposure to Counterparty Risk

The conclusion of Moody's rating review also takes into
consideration the increased exposure to commingling due to
weakened counterparty creditworthiness.

Banco Espirito Santo, S.A. (Ba3/NP) acts as servicer and
transfers collections on a daily basis to the issuers' account at
Banco de Espuma. The reserve fund currently amounts to 7.6% of
the note balance (gross from positive principal deficiency
ledger). Moody's has incorporated into its analysis the potential
default of Banco Espirito Santo, which could expose the
transaction to a commingling loss of approximately one month of
collections. This commingling risk to Banco Espirito Santo has
had no negative impact on the notes' rating.

There is no swap in place in the transaction. As part of its
analysis, Moody's took into account the basis risk to which the
deal is exposed.

Other Developments May Negatively Affect the Notes

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

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

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

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

In the context of the rating review, Moody's has remodeled the
transactions and adjusted a number of inputs to reflect the new
approach.

Methodologies

The methodologies used in this rating were "Moody's Approach to
Rating CDOs of SMEs in Europe", published in February 2007 and
"The Temporary Use of Cash in Structured Finance Transactions:
Eligible Investment and Bank Guidelines", published in March
2013.

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

List of Affected Ratings

IM BES EMPRESAS 1, FTA

EUR242.5M A Notes, Confirmed at A3 (sf); previously on Jul 2,
2012 Downgraded to A3 (sf) and Placed Under Review for Possible
Downgrade

EUR242.5M B Notes, Confirmed at Caa2 (sf); previously on Jul 2,
2012 Caa2 (sf) Placed Under Review for Possible Downgrade


PASTOR CONSUMO I: Moody's Cuts Rating on Class C Notes to 'Ca'
--------------------------------------------------------------
Moody's Investors Service confirmed the rating of the senior
notes, upgraded the rating of the mezzanine notes and downgraded
the rating of the junior notes issued by Tda Pastor Consumo 1,
FTA (Pastor Consumo 1). The high level of credit enhancement,
which protects against sovereign and counterparty risk, primarily
drove the upgrade and confirmation actions. Conversely, the lack
of credit enhancement combined with already deteriorated
performance drove the downgrade action on the junior notes.

The rating action concludes the review for downgrade initiated by
Moody's on July 2, 2012. This transaction is a Spanish asset-
backed securities (ABS) transactions backed by consumer loans
originated by Banco Popular Espanol, S.A. (Ba1 review for
downgrade/NP).

Ratings Rationale:

These upgrade and confirmation actions primarily reflect the
availability of sufficient credit enhancement to address
increased sovereign and counterparty risks. The introduction of
new adjustments to Moody's modeling assumptions to account for
the effect of deterioration in sovereign creditworthiness and the
revision of key collateral assumptions and increased exposure to
lowly rated counterparties has had no negative effect on the
ratings of the senior and mezzanine notes in this transaction.

Furthermore, the current level of available credit enhancement
(net of the existing positive principal deficiency ledger) under
the Class B notes (13.1%) in the form of subordination from the
Class C notes is sufficient to support an upgrade to Ba2 (sf)
from B3 (sf) for the Class B notes.

Conversely, the lack of credit enhancement and the significant
theoretical loss (currently in the form of a positive principal
deficiency ledger of 18.3%) affecting the Class C notes has
driven the downgrade of that tranche from Caa3 (sf) to Ca (sf).

Additional Factors Better Reflect Increased Sovereign Risk

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

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

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

Moody's Revises Key Collateral Assumptions

Moody's maintained its default and recovery rate assumptions for
the transaction, which it updated on December 21, 2012. According
to the updated methodology, Moody's increased the CoV, which is a
measure of volatility.

The current default assumption is 13.5% of the current portfolio
and the assumption for the fixed recovery rate is 20.0%. Moody's
has increased the CoV to 43.0% from 30.0%, which, combined with
the revised key collateral assumptions, corresponded to a
portfolio credit enhancement of 31.50%.

Moody's Has Considered Exposure to Counterparty Risk

The conclusion of Moody's rating review also takes into
consideration the increased exposure to commingling due to
weakened counterparty creditworthiness.

Banco Popular Espanol, S.A. acts as servicer and transfers
collections on a weekly basis to the issuers' account at Barclays
Bank plc (A2/P-1). There is no longer any reserve fund in the
transaction as it has been fully depleted since July 2010.

Moody's has incorporated into its analysis the potential default
of Banco Popular Espanol, which could expose the transaction to a
commingling loss on approximately one month of collections.

CECABANK S.A (Ba1 review for downgrade, NP) acts as swap
counterparty in the transaction. As part of its analysis, Moody's
assessed the exposure to the swap counterparty, which does not
have a negative effect on the rating levels at this time.

Other Developments May Negatively Affect the Notes

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

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

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

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

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

In the context of the rating review, Moody's has remodeled the
transactions and adjusted a number of inputs to reflect the new
approach.

Principal Methodologies

The methodologies used in these ratings were "Moody's Approach to
Rating Consumer Loan ABS Transactions", published in October 2012
and "The Temporary Use of Cash in Structured Finance
Transactions: Eligible Investment and Bank Guidelines", published
in March 2013.

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

List of Affected Ratings:

Issuer: TDA Pastor Consumo 1, Fondo de Titulizacion de Activos

EUR282.1M A Notes, Confirmed at Baa1 (sf); previously on Jul 2,
2012 Baa1 (sf) Placed Under Review for Possible Downgrade

EUR7.3M B Notes, Upgraded to Ba2 (sf); previously on Jul 2, 2012
B3 (sf) Placed Under Review for Possible Downgrade

EUR10.6M C Notes, Downgraded to Ca (sf); previously on Jul 2,
2012 Caa3 (sf) Placed Under Review for Possible Downgrade



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


FAKE BAKE: Zolfo Cooper Appointed as Provisional Liquidators
------------------------------------------------------------
STV Glasgow reports that Fake Bake UK Ltd, the company that
brought the Fake Bake brand to Britain, has been put into
liquidation.

Fake Bake UK was set up by businesswoman Sandra McClumpha in 2001
after she paid GBP10 million to market the tanning products in
Britain.

STV Glasgow relates that Ms. McClumpha is thought to have made
GBP9 million as demand surged for the bronzed skin tone, but
earlier this month a petition was submitted to Hamilton Sheriff
Court for a winding-up order.

Zolfo Cooper has confirmed that they had been appointed as
provisional liquidators for the Bothwell-based company, the
report relays.

STV Glasgow discloses that the most recent annual accounts for
the year 2010 showed the company had assets worth GBP2.1 million
and liabilities of GBP2.4 million.

According to the report, Ms. McClumpha claimed the proceedings
were initiated following a dispute with her former business
partner, Alan Love.

STV Glasgow relates that Mr. Love's luxury kitchen firm Stone &
Wolfe is currently going through insolvency proceedings.

It has been alleged he used Fake Bake UK Ltd to guarantee a
rental agreement for the kitchen firm, a claim he denies, the
report adds.

Fake Bake UK Ltd is the European distributor for the United
States manufactured Fake Bake range of beauty salon, professional
tanning creams and lotions.


HEART OF WALES: Bus Company Set To Go Into Liquidation
-------------------------------------------------------
Wales Online reports that Heart of Wales Bus and Coach Company,
the last bus company of controversial businessman Clayton Jones,
is set to go into liquidation.

A list of the company's creditors available for inspection at the
office of Swansea insolvency practitioners Stones & Co reveals
there are 36 in total, including two branches of HM Revenue and
Customs, four employees owed unpaid wages, 26 trade creditors and
a hire purchase shortfall, the report relates.

An unspecified sum is also owed to Barclays Bank and to Mr Jones
himself, who had made a personal loan to the company, according
to Wales Online.

The report notes that money is also owed to a former employee in
respect of an Employment Tribunal claim.

Heart of Wales, which traded from a depot in Bedwas, near
Caerphilly, failed to file its last set of accounts with
Companies House when they were due last November. The previous
accounts, which were unaudited and related to the period from
October 2008 until February 2010, showed net liabilities at the
latter date of GBP350,378.

At one time Mr. Jones ran Shamrock Travel, which grew from being
a one-bus company into one of the biggest bus operators in South
East Wales with a 229-strong fleet of vehicles and 300 staff. He
and his then wife Alison sold the firm to Veolia in 2006 in a
multi-million pounds deal, the report relays.  In the same year
Mr. Jones set up Heart of Wales -- a significantly smaller
operation than Shamrock, Wales Online reports.


PESCANOVA SA: Files Appeal on Board Suspension Order
----------------------------------------------------
Reuters reports that Spanish fishing company Pescanova SA said on
Monday it had appealed a court decision to remove the firm's
board of directors as part of insolvency proceedings.

Reuters relates that the Pontevedra mercantile court in Galicia,
where Pescanova is based, accepted the company's insolvency
petition last week, ordered the board of directors to stand down
and proposed Deloitte as the firm's administrator.

                        Accounting Failings

As reported by the Troubled Company Reporter-Europe on April 18,
2013, Reuters related that Pescanova filed for insolvency on
April 15 on at least EUR1.5 billion (US$2 billion) of debt run up
to fuel expansion before economic crisis hit its earnings.
Spain's stock market regulator said in a statement on April 16
that 2012 financial results documents it has received from the
fish-finger maker did not comply with required accounting
standards, possibly opening the door to sanctions, Reuters
disclosed.  The documents, submitted on April 15, had not been
signed off by Pescanova board members or auditors, and the firm
was already more than a month beyond an official deadline to
present audited accounts, Reuters noted.

                            Stake Sale

On April 15, the firm revealed that Chairman Manuel Fernandez de
Sousa had sold half of his 14.4% stake in the firm between
December and February, shortly before starting work on the
insolvency process last month, Reuters disclosed.  In a stock
market filing on April 16, Pescanova said Mr. Sousa lent EUR9.3
million to the company following the stake sale, at a 5% annual
coupon, Reuters related.  His stake sale has further stoked the
fury of shareholders, who have been trapped in the stock since
trading was suspended on March 1 when the company failed to meet
the deadline to present its 2012 results, Reuters said.
According to Reuters, the stock, much of it held by retail
investors, lost 58% of its value between Jan. 1 and the March 1
suspension following a 41% decline in 2012.  Reuters noted that
sources with direct knowledge of the situation said at least
three of the main shareholders have hired attorneys for advice
over the matter.

Pescanova is a Galicia-based fishing company.  The company
catches, processes, and packages fish on factory ships.  It is
one of the world's largest fishing groups.



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


* Moody's Says EU Insurers' Performance Worse Than U.S. in Q1
-------------------------------------------------------------
CDS five-year mid-spreads and CDS-implied ratings gaps for U.S.
insurers have diverged from non-U.S. peers, says Moody's in its
latest review of the Moody's Global Insurance CDS Index (MDYGIX,
or the Index) performance during the first quarter of 2013, "Q1
2013 CDS Spreads: Focus on Insurers vs. Banks."

This edition of the report has a special focus on the performance
of U.S. banks against U.S life and multiline insurers as these
two sectors of the five tracked by the Index are most comparable
to banks, largely due to their high asset leverage and
susceptibility to a low interest rate environment, says Moody's.
The Index also tracks three other insurance sectors; U.S. P&C,
global reinsurers and European insurers.

"In line with the fixed income rally in financials, CDS spreads
of U.S. banks and U.S. life and multiline insurers each tightened
during Q1," said Scott Robinson, a Moody's Senior Vice President
and an author of the report. "Over the past year, CDS-implied
ratings gaps for banks have narrowed more than those for the two
insurance sectors."

Moody's says that it's likely that recent improvements in capital
and asset quality at U.S. banks have helped drive this recovery
in market sentiment relative to other financials.

But that's not the case for European insurers, says Moody's. As
measured by CDS spreads and CDS-implied ratings gaps, European
insurers and global reinsurers performed significantly worse than
U.S.-domiciled insurers. This difference in market sentiment may
be attributable to investor belief that adverse impact from
events in Europe will be confined to insurers in that region,
says the rating agency.

U.S. P&C is the only insurance sector in the Index that has a
positive CDS-implied ratings gap (positive 1.8), meaning that the
median CDS-implied rating for the sector is higher than the
comparable Moody's rating. U.S. life insurance, once one of the
most significant negative outliers, had the second best median
CDS-implied ratings gap of the five insurance sectors in the
Index at the end of Q1, said the rating agency.


                            *********

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.


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

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

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

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

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

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


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