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

                           E U R O P E

           Thursday, August 1, 2013, Vol. 14, No. 151

                            Headlines



C Y P R U S

BANK OF CYPRUS: May Take Years Before Funds Fully Unfrozen
CYPRUS POPULAR: Moody's Withdraws All Ratings


F R A N C E

PEUGEOT CITROEN: Halves Net Loss to EUR426-Mil. in First Half


G E R M A N Y

GERRESHEIMER AG: Moody's Changes Outlook on Ba1 CFR to Positive
IVG IMMOBILIEN: Debt Restructuring Talks with Creditors Fail
PRAKTIKER AG: Administrators Step Up Search for Investor
VULCAN LTD: Moody's Downgrades Rating on Class X Notes to Caa1


G R E E C E

* GREECE: Bank Bailout Fund Spent EUR38-Bil. to Prop Up Sector


I T A L Y

BANCA CARIGE: Fitch Affirms Rating on Mortgage Covered Bonds
COGEMAT SPA: S&P Assigns Preliminary 'B' CCR; Outlook Stable
* ITALY: Fitch Says Mid-Sized Banks Likely to Raise Fresh Equity


L U X E M B O U R G

GELDILUX-TS-2013 SA: Moody's Rates EUR12.8MM Class D Notes 'Ba2'


N E T H E R L A N D S

BASE CLO I: S&P Lowers Rating on Class E Notes to CCC+
LEVERAGED FINANCE: S&P Lowers Rating on Class V Notes to 'B+'
NIELSEN HOLDINGS: Moody's Says Dividend Payout No Rating Impact
REN FINANCE: EUR5-Bil. Notes Program Get Moody's (P)Ba1 Rating


R U S S I A

* NOVOSIBIRSK CITY: S&P Assigns 'BB' Rating to Sr. Unsecured Bond


S L O V E N I A

PROBANKA DD: Fitch Affirms, Withdraws 'CC' Issuer Default Rating


S P A I N

BEFESA ZINC: S&P Keeps 'B' CCR on CreditWatch Developing
CAIXA GERAL: Fitch Bases New Bonds Rating on 'BB+' IDR


U N I T E D   K I N G D O M

ALBURN REAL: S&P Lowers Ratings on Class A to E Notes to 'CC'
BLUESTONE SECURITIES: S&P Affirms 'BB' Rating on Class D Notes
BRUNTWOOD ALPHA: Fitch Affirms 'BB' Rating on Class C Notes
CABOT FINANCIAL: GBP100MM Bond Issuance Gets Moody's (P)B1 Rating
COVENTRY FOOTBALL: ACL to Sign Company Voluntary Arrangement

DUNFERMLINE FC: Creditors Back Company Voluntary Arrangement
HEALTHCARE SUPPORT: S&P Affirms 'BB+' Senior Secured Debt Rating
JJ LIGHTING: Closes Doors After 17 Years in Business
M.E.M. CONSTRUCTION: Gone Into Liquidation
WINDERMERE XIV: Moody's Reviews New Servicer's Capabilities
* UK Buy-To-Let RMBS Market Remains Stable in May


X X X X X X X X

* EUROPE: More Than One Tenth Of High Street Shops Lying Vacant
* Upcoming Meetings, Conferences and Seminars


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C Y P R U S
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BANK OF CYPRUS: May Take Years Before Funds Fully Unfrozen
----------------------------------------------------------
Kerin Hope and Andreas Hadjipapas at The Financial Times report
that the Cyprus government and central bank on Tuesday announced
milder than expected final terms of a bail-in for uninsured
depositors at Bank of Cyprus but signaled it could take years
before their remaining funds are fully unfrozen.

According to the FT, a joint statement by the finance bank and
the central bank said that deposits above the guaranteed limit of
EUR100,000 will face a 47.5% haircut, while an additional 5% of
total deposits would be made available for withdrawal by account
holders on top of the 10% already returned in cash.

Bank of Cyprus will have a core tier one capital ratio of 12.5
following the bail-in, compared to a minimum of nine required by
international lenders when the three-year bailout program comes
to an end, the FT notes.

The unprecedented bail-in of depositors was agreed with the EU
and International Monetary Fund as part of Cyprus's EUR10 billion
emergency rescue in March, the FT recounts.

According to the FT, depositors will receive shares in a slimmed
down Bank of Cyprus as part of the bail-in and will earn interest
on funds still frozen, which will be placed in six-, nine and 12-
month time deposits with the bank retaining the right to roll
them over.

The bail-in would wipe out about EUR8 billion of deposits while
still leaving Bank of Cyprus as the island's largest lender, the
FT states.

Bank of Cyprus is a major Cypriot financial institution.  In
terms of market capitalization of 350 million in March 2013, it
is the country's biggest bank.  As of September 2012, the bank
held a 26.7% share of the Cypriot deposit market and a 22.5%
share of the Cypriot loan market, making it the largest bank in
Cyprus.  The Bank of Cyprus Group employs 11,326 staff worldwide.

                          *     *     *

As reported by the Troubled Company Reporter-Europe on April 16,
2013, Moody's Investors Service downgraded Bank of Cyprus Public
Company Limited's deposit ratings to Ca, negative outlook, from
Caa3 and senior unsecured debt ratings to C, from Caa3.  The
subordinated and junior subordinated debt ratings of BoC were
affirmed at C.


CYPRUS POPULAR: Moody's Withdraws All Ratings
---------------------------------------------
Moody's Investors Service has withdrawn all ratings assigned to
Cyprus Popular Bank Public Co Ltd. and Egnatia Finance Plc.,
CPB's issuing subsidiary. The withdrawal of CPB's ratings follows
the Cypriot authorities decision on March 25 to place the bank
under resolution, the subsequent amendment to CPB's banking
license and the bank's delisting from the Cyprus Stock Exchange
on July 22.

Ratings Rationale:

Moody's rating withdrawal for CPB (rated C, the lowest level on
Moody's rating scale) follows the Cypriot authority's decision on
March 25 to place the bank under resolution and appoint an
administrator. Subsequently, the majority of CPB's assets,
insured deposits (amounts under EUR100,000) and Emergency
Liquidity Assistance (ELA) were transferred to the Bank of Cyprus
(rated Ca deposits, Bank Financial Strength Rating: E/Baseline
Credit Assessment: ca). CPB has retained on its balance sheet its
foreign subsidiaries, equity, uninsured deposit claims and all
debt issued either directly or under Egnatia Finance Plc. All the
items retained on-balance sheet are subject to the
administrator's control.

The rating withdrawal also reflects the subsequent amendment to
CPB's banking license and its delisting from the Cyprus Stock
Exchange on July 22. CPB's banking license has been amended to
reflect its resolution status and it is no longer able to assume
new obligations, while the entity was delisted from the Cyprus
Stock Exchange on July 22.

List Of Withdrawn Ratings:

Cyprus Popular Bank Public Co Ltd:

- Standalone bank financial strength rating: E (no outlook),
   equivalent to a baseline credit assessment of c

- Local and foreign-currency deposit ratings: C/Not Prime (no
   outlook)

- Senior unsecured debt ratings: C (no outlook)

- Subordinated debt ratings: C (no outlook)

Egnatia Finance Plc. (the funding subsidiary of Cyprus Popular
Bank):

- Senior unsecured debt rating: (P)C (no outlook)

- Subordinated debt rating: (P)C (no outlook)



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F R A N C E
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PEUGEOT CITROEN: Halves Net Loss to EUR426-Mil. in First Half
-------------------------------------------------------------
Henry Foy at The Financial Times reports that PSA Peugeot Citroen
has reduced its crucial cash burn as the struggling carmaker
embarks on tough restructuring measures, halving its net loss in
the first half of the year.

Peugeot, Europe's second-largest carmaker by sales, recorded a
negative free cash flow of EUR51 million in the first six months
of the year, as it reaffirmed a target to halve its annual burn
this year from EUR3 billion in 2012, the FT discloses.

France's Peugeot has been the hardest hit of all Europe's
struggling carmakers amid the worst slump in sales on the
continent for two decades, the FT notes.

According to the FT, the carmaker, which has been in talks with
General Motors and Chinese partner Dongfeng about possible
capital injections, said it expected Europe's car market to
decline by about 5% this year.

In the January-June period, Peugeot said its net loss nearly
halved to EUR426 million from EUR818 million a year previously,
as the company's operating loss widened slightly to EUR65 million
from EUR51 million a year previously, the FT relates.

                       Financial Guarantee

As reported by the Troubled Company Reporter-Europe on July 31,
2013, David Pearson, Sam Schechner and Frances Robinson at The
Wall Street Journal related that the European Union on Tuesday
gave approval to a financial guarantee from the French state for
PSA Peugeot Citroen's in-house banking unit, saying the aid is
essential to help the ailing auto maker return to health.  The
Journal noted that apart from the loan guarantee, the move gives
Peugeot a vote of confidence for a restructuring plan made
necessary by the collapse of the European auto market.  The
decision by the European Commission, the EU's executive arm,
clears the way for the French state to move ahead with a loan
guarantee of as much as EUR7 billion, or US$9.28 billion, that it
promised last fall for Banque PSA Finance, the division that
provides financing to Peugeot's customers as well as the
company's dealer network, the Journal said.

PSA Peugeot Citroen SA -- http://www.psa-peugeot-citroen.com--
is a France-based manufacturer of passenger cars, light
commercial vehicles, motorcycles, bicycles and related spare
parts.  The Company manufactures products under the Peugeot and
Citroen brands. Peugeot SA distributes its products domestically
and in 160 countries worldwide.  In addition, PSA Peugeot Citroen
S.A. operates several divisions, including Banque PSA Finance,
which deals with the Company's finance and marketing; Faurecia,
which is the automotive equipment division; Gefco, which is the
transportation and logistics division; a division connected with
the activities of Peugeot Motocycles and Peugeot S.A.; as well as
other business divisions.  In July 2013, it opened the third
plant operated by Dongfeng Peugeot Citroen Automobiles (DPCA).



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G E R M A N Y
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GERRESHEIMER AG: Moody's Changes Outlook on Ba1 CFR to Positive
---------------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on all ratings of Gerresheimer AG. Concurrently, the
company's Ba1 corporate family rating (CFR), Ba1-PD probability
of default rating and the Ba1 rating on the EUR300 million senior
unsecured notes have been affirmed.

Ratings Rationale:

"T[he] outlook change to positive reflects the achieved track
record of resiliency of Gerresheimer's business model over the
past years despite challenging economic conditions and our
expectation of gradual improvements in performance, that should
allow the group to achieve and sustain credit metrics in line
with an investment grade rating over the next 12-18 months" says
Anke Rindermann, a Moody's Vice President -- Senior Analyst and
lead analyst for Gerresheimer.

Although current credit metrics such as Moody's adjusted
Debt/EBITDA of 3.2 times as of May 2013 fall short of Moody's
expectation for a higher rating following somewhat weaker than
expected H1 2013 results, the positive outlook considers
potential for improvements on the back of margin enhancement in
the group's plastic systems division due to new products coming
on stream that should help drive up divisional profitability. In
addition, production issues in the group's tubular glass division
are expected to not re-occur, while the ramp-up of the group's
fourth ready-to-fill syringe line as well as benefits from
expansion investments should allow for considerable improvements
of profitability over coming quarters. Given the stability of
Gerresheimer's businesses, Moody's has also lowered the triggers
required for an upgrade to investment grade from 2.5x debt/EBITDA
to a ratio to be below 3.0x debt/EBITDA.

More negatively, due to high investment requirements to capture
global industry growth, Moody's expects Gerresheimer to only
generate moderate positive free cash flow in the current
financial year, despite the high EBITDA margin of around 20% on a
Moody's adjusted basis. The expected deleveraging will therefore
largely be driven by improvements in EBITDA rather than material
debt reduction.

Moody's takes comfort from management's commitment to a balanced
financial policy. In this regard, Moody's notes that
Gerresheimer's strategy of profitable growth includes potential
for acquisitions. Although Moody's believes that Gerresheimer
will again engage in M&A activity if suitable targets become
available, the current rating incorporates Moody's expectation
that these acquisitions

will not have a material and sustainably negative impact on the
group's leverage ratios or overall credit profile. However, any
deviation from this expectation could result in the re-assessment
of the rating.

The positive outlook reflects Moody's expectation of Gerresheimer
being able to improve its profitability from H2 2013 onwards,
which should allow the group to delever to below 3.0x debt/EBITDA
assuming that management will maintain a balanced approach
towards shareholders and creditors interest, in particular with
regards to potential M&A activity.

The ratings could be upgraded if Gerresheimer is able to further
grow the business profitably and reduce leverage ratios,
including achieving a debt/EBITDA ratio below 3x on a sustainable
basis. An upgrade to Baa3 would also require a further balanced
financial policy on a long-term basis and management's commitment
to achieve and sustain ratios that are in line with investment-
grade levels. Moody's would also expect to see Free Cash
Flow/Debt trending around 5% on a sustainable basis.

Although unlikely at this juncture, Moody's could consider
downgrading Gerresheimer if the group's profitability were to
come under pressure, resulting in negative FCF and its
debt/EBITDA ratio rising to 3.5x or higher. However, negative
ratings pressure could develop if Gerresheimer were to engage in
larger transactions and fail to return to a debt/EBITDA ratio
close to 3.0x in the intermediate term.

Outlook Actions:

Issuer: Gerresheimer AG

Outlook, Changed To Positive From Stable

Affirmations:

Issuer: Gerresheimer AG

Probability of Default Rating, Affirmed Ba1-PD

Corporate Family Rating, Affirmed Ba1

Senior Unsecured Regular Bond/Debenture May 19, 2018, Affirmed
Ba1

The principal methodology used in this rating was the Global
Packaging Manufacturers: Metal, Glass, and Plastic Containers
published in June 2009. Other methodologies used include Loss
Given Default for Speculative-Grade Non-Financial Companies in
the U.S., Canada and EMEA published in June 2009.

Headquartered in Duesseldorf, Germany, Gerresheimer AG is the
parent company of the Gerresheimer Group, a leading producer of
specialty glass and plastic packaging solutions primarily for the
pharmaceutical and healthcare industry. The group's revenues in
the LTM period to May 2013 were EUR1.25 billion. The group
currently employs approximately 11,300 staff and maintains 47
locations in Europe, North and South America and Asia.
Gerresheimer AG is publicly listed and 100% of its shares are in
free float.


IVG IMMOBILIEN: Debt Restructuring Talks with Creditors Fail
------------------------------------------------------------
Kathrin Jones, Arno Schuetze and Alexander Huebner at Reuters
report that IVG Immobilien said late on Tuesday it has failed to
reach agreement with creditors on restructuring its debt and said
its future as a going concern is under review.

IVG has about EUR4 billion (US$5.30 billion) of debt after a
rapid expansion spree and has been trying for weeks to reach
agreement with creditors, many of which are hedge funds, on
swapping some of the debt for equity, Reuters discloses.

According to Reuters, the management board is now "carefully
examining" IVG's ability to continue as a going concern, the
company said, adding it will publish results of the review "as
soon as possible."

Chief Executive Wolfgang Schaefers said last week that the
company could seek protection from creditors as a last resort to
buy time to restructure the business, Reuters recounts.

In such a case, IVG would make use of a German law that gives
companies up to three months of breathing space to try to fix
their finances, Reuters notes.

IVG has said it needs to cut its liabilities by up to 1.75
billion euros and completely restructure its debt to give it
capital to refinance loans maturing this year and in 2014,
Reuters relates.

IVG had set a deadline for an agreement by July 30 to give it
enough time to include the debt deal on the agenda of its
September 12 shareholder meeting, Reuters discloses.

IVG Immobilien is a German property company.


PRAKTIKER AG: Administrators Step Up Search for Investor
--------------------------------------------------------
Victoria Bryan at Reuters reports that the insolvency
administrators of Praktiker AG on Tuesday said they have stepped
up the search for an investor by appointing Macquarie as advisor.

According to Reuters, the administrators hope that by finding an
investor they can secure as many jobs and stores as possible at
the group, which has around 20,000 full and part-time employees.

"Max Bahr, in particular, is an established brand that is working
and there is also interest in Praktiker," Reuters quotes the
administrators as saying in a statement on Tuesday.

They said they did not expect any results from the search before
the start of September, but that all the 300 stores affected by
the insolvency would continue trading for now, Reuters relates.

Praktiker ran into difficulties after scrapping its popular "20
percent off everything" discounts, Reuters recounts.  The long
winter compounded its problems and forced it to file for
insolvency earlier this month, Reuters discloses.

According to Reuters, pay for the 14,000 of the group's employees
affected by the insolvency has been secured until the end of
September.

A report over the weekend suggested 4,000 jobs could go and a
dozen stores could soon be closed, Reuters recounts.

The administrators said on Tuesday it was too early to provide
information on individual stores, Reuters notes.

Of the 300 stores in the insolvency process, 168 are Praktiker
stores, 78 are Max Bahr stores and a further 54 are Praktiker-
branded shops that have recently been converted to the Max Bahr
signage, Reuters discloses.

As reported by the Troubled Company Reporter-Europe on July 29,
2013, Bloomberg News related that Praktiker's Max Bahr do-it-
yourself stores filed for insolvency after suppliers lost their
insurance cover, joining its home-improvement retailing parent
company in bankruptcy proceedings.  Hamburg's higher regional
court said in a statement on July 26 that Attorney Jens-Soeren
Schroeder will be the insolvency administrator for three Max Bahr
units and Christopher Seagon will oversee proceedings for a
fourth, Bloomberg disclosed.  Mr. Seagon is also the
administrator for the Praktiker-branded businesses that filed for
bankruptcy protection in mid-July, Bloomberg noted.

Praktiker AG is a German home-improvement retailer.


VULCAN LTD: Moody's Downgrades Rating on Class X Notes to Caa1
--------------------------------------------------------------
Moody's Investors Service has downgraded the following classes of
Notes issued by VULCAN (European Loan Conduit No. 28) Limited
(ELoC 28) (amounts reflect initial outstanding):

  EUR856.265M A Notes, Downgraded to Baa3 (sf); previously on
  Nov  13, 2009 Downgraded to Baa2 (sf)

  EUR0.05M X Notes, Downgraded to Caa1 (sf); previously on Aug
22,
  2012 Downgraded to B3 (sf)

Moody's does not rate the Class B, Class C, Class D, Class E,
Class F and Class G Notes issued by ELoC 28.

Ratings Rationale:

The downgrade action reflects Moody's increased loss expectation
for the pool since its last review. This is primarily due to an
increase in the refinancing risk of the Tishman German Office
Portfolio loan (47% of the pool) and the expected value
deterioration of the office properties backing the loan.

Interest Only (IO) ratings are sensitive to changes in expected
loss of the loan pools that they reference. The rating on the
Class X Notes is downgraded because the future expected losses
have increased compared to when the Class X Note was downgraded
in August 2012.

The key parameters in Moody's analysis are the default
probability of the securitized loans (both during the term and at
maturity) as well as Moody's value assessment for the properties
securing these loans. Moody's derives from those parameters a
loss expectation for the securitized pool.

Moody's current weighted average A loan and whole loan LTV for
the pool is 124% and 159% respectively. In comparison the
Underwritten (UW) A loan LTV is 78% and the whole loan is 108%,
based on dated valuations.

Based on Moody's revised assessment of the loans' default
probability and underlying property values, the loss expectation
for the remaining pool is large (25%-40%).

In general, Moody's analysis reflects a forward-looking view of
the likely range of commercial real estate collateral performance
over the medium term. From time to time, Moody's may, if
warranted, change these expectations. Performance that falls
outside an acceptable range of the key parameters such as
property value or loan refinancing probability for instance, may
indicate that the collateral's credit quality is stronger or
weaker than Moody's had anticipated when the related securities
ratings were issued. Even so, a deviation from the expected range
will not necessarily result in a rating action nor does
performance within expectations preclude such actions . There may
be mitigating or offsetting factors to an improvement or decline
in collateral performance, such as increased subordination levels
due to amortization and loan re- prepayments or a decline in
subordination due to realized losses.

Moody's Portfolio Analysis

Currently, 11 of the initial 15 loans remain in the pool and are
secured by first ranking legal mortgages on 50 properties. As a
result of the repayments and prepayments, the pool balance has
declined 50% to EUR 536.6 million. The pool exhibits average
diversity in terms of geographic location. By UW value, 73% of
the properties are located in Germany and 27% in France. The
properties are predominantly office (76%), mixed use (11%),
retail (9%) and warehouse (4%). Moody's uses a variation of Herf
to measure diversity of loan size, where a higher number
represents greater diversity. Large multi-borrower transactions
typically have a Herf of less than 10 with an average of around
5. This pool has a Herf of 4 compared to a Herf of 6 at closing.
Currently four loans (21% of the pool) are in special servicing.

Tishman German Office Portfolio (47% of the pool) currently
consists of six office properties (nine at closing) of average to
good quality located in large cities across Germany. The loan
which was restructured in 2010 after a payment default due to
high non-recoverable costs, matures in February 2014. Since
closing, the portfolio has suffered from a relatively high
vacancy rate of around 20%. The cash flow profile is volatile due
to a large number of lease expirations in 2013 and 2014 and the
over rented nature of some of the properties. The largest tenant,
GMG, contributes 36% of the total rental income, with a lease
expiring in December 2014. The tenant is required to provide
notice of its intent to renew one year in advance. Additionally,
some of the office markets currently exhibit high vacancy rates
(12% -16%) which pose a challenge to re-leasing efforts. As a
result, Moody's value has been revised downwards and the
probability of default at the refinancing date has been increased
significantly. The Moody's LTV based on the Moody's value is 181%
for the securitized loan and 278% for the whole loan. Despite the
quality of the Sponsor, the successful refinancing of the loan at
its maturity date in less than one year appears very challenging.
Consequently, significant losses (50%-75%) are expected for this
loan.

The Beacon Doublon loan (14% of the pool) is the second largest
loan in the pool and is backed by a multi let, single office
property located next to the La Defense sub-market in Paris.
Following a filing from the Borrower for safeguard proceedings
and a failure to refinance at the maturity date in August 2011,
the loan was transferred to Special Servicing. A safeguard plan
has been set and includes a repayment schedule and the obligation
to sell the asset before the end of the plan in December 2015.
The property is characterized by a relatively high vacancy rate
of 20% and is considered of average quality. The loan is highly
leveraged based on a Moody's A loan LTV of 102.5% and whole loan
LTV of 115.6%. Moody's loss expectation for the securitized loan
is between 25% - 50%.

The third largest loan, Tishman Hamburg Office (10% of the pool)
is backed by a single office building in Hamburg. The property
has experienced cash flow issues since the departure of the main
tenant at the end of 2011, which created a vacancy rate of 60%.
The sponsor is currently injecting equity every quarter in order
to cover the debt service payments. The current vacancy rate is
33% and is expected to decrease further, whereas the current
rental income will increase as the rent free periods granted will
expire over time. The loan benefits from a well located, good
quality property in a market with favorable demand/supply
dynamics for prime office space as well as continued sponsor
support. Moody's whole loan LTV is 114%. Moderate losses are
expected for this loan.

Portfolio Loss Exposure: Despite the large losses (25% - 40%)
expected at the pool level, the increased credit enhancement on
class A as well as the sequential waterfall explain the limited
downgrade action. Moody's will continue to monitor the
performance of the transaction in the next quarters, with a
particular attention to the ongoing negotiations with the main
tenant of the Tishman German Office Portfolio loan. The ratings
are sensitive to these developments.

Rating Methodology

The methodologies used in this rating were Moody's Approach to
Real Estate Analysis for CMBS in EMEA: Portfolio Analysis (MoRE
Portfolio) published in April 2006 and Moody's Approach to Rating
Structured Finance Interest-Only Securities published in February
2012.

Other factors used in this rating are described in European CMBS:
2013 Central Scenarios published in February 2013.

The updated assessment is a result of Moody's on-going
surveillance of commercial mortgage backed securities (CMBS)
transactions. Moody's prior assessment is summarized in a press
release dated August 22, 2012. The last Performance Overview for
this transaction was published on July 4, 2013.

In rating this transaction, Moody's used both MoRE Portfolio and
MoRE Cash Flow to model the cash-flows and determine the loss for
each tranche. MoRE Portfolio evaluates a loss distribution by
simulating the defaults and recoveries of the underlying
portfolio of loans using a Monte Carlo simulation. This portfolio
loss distribution, in conjunction with the loss timing calculated
in MoRE Portfolio is then used in MoRE Cash Flow, where for each
loss scenario on the assets, the corresponding loss for each
class of notes is calculated taking into account the structural
features of the notes. As such, Moody's analysis encompasses the
assessment of stressed scenarios.

Moody's ratings are determined by a committee process that
considers both quantitative and qualitative factors. Therefore,
the rating outcome may differ from the model output.



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* GREECE: Bank Bailout Fund Spent EUR38-Bil. to Prop Up Sector
--------------------------------------------------------------
Reuters reports that the Hellenic Financial Stability Fund
(HFSF), Greece's bank bailout fund, has spent EUR38 billion
(GBP33.75 billion) propping up the country's ailing bank system,
three-quarters of the total it was endowed with.

According to Reuters, an HFSF report said that about EUR25
billion were used to bolster the capital of Greece's four biggest
banks.  The HFSF, set up in July 2010, spent another EUR13
billion to wind down eight small lenders as part of measures to
shrink the country's banking sector, Reuters discloses.

Greece's debt crisis depleted the capital of its banks, Reuters
recounts.

Reuters relates that the report showed eurozone taxpayers and the
International Monetary Fund, which bankroll the HFSF, have
provided the bulk of the funds used to keep Greek banks going.

Private investors contributed just EUR3 billion to the rescue of
the three biggest lenders, National Bank, Piraeus Bank and Alpha
Bank, according to Reuters.

The HFSF is endowed with EUR50 billion out of the EUR240 billion
the EU/IMF have made available to rescue Greece from a chaotic
bankruptcy that could have spread across the entire euro zone,
Reuters notes.

The rescue of Greece's banking system has been largely completed
now, Reuters says.  But lenders might need yet more capital to
cope with bad loans, according to Reuters.  About a quarter of
their loans are non-performing and that share might increase as
the country's six-year recession, which has wiped out a quarter
of the economy, shows little sign of abating, Reuters discloses.

Stress tests will be carried out later this year to establish
whether Greek banks have more capital needs, Reuters says.



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BANCA CARIGE: Fitch Affirms Rating on Mortgage Covered Bonds
------------------------------------------------------------
Fitch Ratings has affirmed Banca Carige's (Carige, BB/Negative/B)
EUR3.561 billion mortgage covered bonds (obbligazioni bancarie
garantite, OBG) 'BBB+'/Negative rating and has placed Banca
Popolare di Milano (BPM, BBB-/RWN/F3) EUR2.790 billion OBG 'A-'
rating on Rating Watch Negative (RWN).

The rating actions follow the downgrade of Carige's Issuer
Default Rating (IDR) to 'BB'/Negative/'B' from 'BB+'/Negative/'B'
and the RWN placed on BPM's IDR. The RWN on BPM's covered bonds
will be resolved upon the resolution of the RWN on the bank's
IDR.

Key Rating Drivers

The RWN on BPM's outstanding OBGs directly reflects the RWN on
the bank's IDR as the current ratings of the OBGs do not include
any buffer against a downgrade of the IDR.

The rating of BPM's OBG is based on the bank's Long-term IDR, an
unchanged Discontinuity Cap (D-Cap) of 1 and the asset percentage
(AP) which the bank commits to (72%), which corresponds to the
'A-' breakeven level.

Despite the downgrade of Carige's IDR, the unchanged D-Cap of 1
and the AP that the bank commits to (80%) still allow the OBG to
be rated 'BBB+'. In line with Fitch's methodology, for stressed
recoveries estimated in the 91%-100% range, the uplift for
recoveries stemming from the residual cover pool post issuer
insolvency, can reach up to three notches above the covered bonds
rating on a probability of default (PD) basis if it is in the
sub-investment-grade range. The breakeven AP for the 'BBB+'
rating remains unchanged at 80%.

In June, Carige transferred approximately EUR600 million of
additional residential mortgages to the cover pool. The cash
flows deriving from the newly transferred assets will not form
part of the hedging agreement currently in place with Credit
Suisse International (A/Stable/F1). Fitch has taken into account
the possible interest rate mismatches between the unhedged assets
and the floating interest rate paid to the liability swap
counterparty in its cash flow analysis.

The Negative Outlook on Carige's Long-term IDR and the outlook
for Italian residential mortgage loans (see "2013 Outlook:
European Structured Finance" at www.fitchratings.com) drive the
Negative Outlook for the OBG.

Rating Sensitivities

The rating of the OBGs issued by BPM and Carige are vulnerable to
downgrade if one of the following occurs: (i) the Long-Term IDR
of the bank is downgraded by one or more notches, (ii) the D-Cap
falls to zero or (ii) the program AP exceeds the respective
breakeven AP for the ratings.

Fitch's breakeven AP for the covered bonds ratings will be
affected, among others, by the profile of the cover assets
relative to outstanding covered bonds, which can change over
time, even in the absence of new issuances. Therefore it cannot
be assumed to remain stable over time.


COGEMAT SPA: S&P Assigns Preliminary 'B' CCR; Outlook Stable
------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' corporate credit rating to Italy-based gaming
company Cogemat SpA.  The outlook is stable.

At the same time, S&P assigned its preliminary 'B' issue rating
to the proposed EUR165 million senior secured bonds, due 2018, to
be issued by Gruppo Cogemat SpA.  The preliminary recovery rating
on the bonds is '3', indicating S&P's expectation of meaningful
(50%-70%) recovery prospects for lenders in the event of a
payment default.

The rating on Cogemat reflects S&P's assessment that the company
has a "weak" business risk profile and an "aggressive" financial
risk profile as S&P's criteria define these terms.

Cogemat operates in Italy and is one of the top five players in
the gaming machine segment.  In addition, Cogemat is a licensed
gaming operator for betting and online products, although this
segment is still marginal on a consolidated basis, contributing
less than 10% of consolidated revenues.

"Our assessment of Cogemat's business risk profile as "weak"
reflects the company's limited geographic and product
diversification, along with lower profitability than the industry
average.  We consider Cogemat's sole exposure to the waning
Italian economy and declining consumer spending as constraints on
the rating.  Further constraints are what we perceive to be the
maturity of the Italian gaming market after years of solid growth
and the risk of the Italian gaming regulator increasing taxes.
Partly offsetting these factors are Cogemat's good market
position in the Italian gaming market, which is the largest in
Europe, as well as the long-dated expiry profile of Cogemat's
concessions and its track record of successful renewals," S&P
said.

"Our assessment of Cogemat's financial risk profile as
"aggressive" reflects our projection of the company's credit
metrics and its financial sponsor ownership.  Our assessment of
financial risk also reflects our projection of the company's
adjusted leverage ratio at consistently less than 5x, its
"adequate" liquidity profile, and our perception that the risk of
material releveraging is low.  We base these considerations on
what we see as the financial sponsor's track record of a fairly
conservative financial policy and risk appetite.  These factors
meet our criteria for an "aggressive" financial risk profile for
companies owned by financial sponsors," S&P added.

In S&P's view, Cogemat will maintain its leverage at less than
5x, preserve sufficient liquidity for its operating needs, and
maintain adequate headroom under its covenants.

In particular, S&P anticipates that Cogemat's revenues and
profitability will remain broadly stable in 2013, with some
growth in 2014 and 2015 as a result of investments in its retail
network. In addition, S&P anticipates that Cogemat's adjusted
EBITDA margin will remain less than 10%.  In 2014, S&P projects
that EBITDA interest coverage will be in the range of 2.5x-3.0x.

S&P could take a positive rating action if Cogemat's
profitability in 2013 and 2014 improves at a higher rate than S&P
assumes in its base-case scenario, leading to EBITDA interest
coverage that is comfortably and consistently more than 3x.  A
positive rating action depends on the company sustaining a
resilient operating performance, steadily increasing its profits
and size, and maintaining a financial policy and risk appetite
that S&P deems commensurate with an "aggressive" financial risk
profile.

Rating downside could arise if adverse operating developments
and/or a material increase in risk appetite cause Cogemat's
credit metrics to deteriorate substantially.  Specifically, the
rating could come under pressure if Cogemat's adjusted EBITDA
interest coverage declines to less than 2x, or if liquidity
weakens significantly.


* ITALY: Fitch Says Mid-Sized Banks Likely to Raise Fresh Equity
----------------------------------------------------------------
Italian mid-sized banks are likely to raise new equity in the
short to medium term to offset capital pressure from tough
operating conditions, Fitch Ratings says. Those reporting losses
and subject to supervision by the European Central Bank under the
single supervisory mechanism are under the greatest pressure to
promptly reinforce capitalization.

Two banks, Banca Popolare di Milano and Banca Popolare di
Vicenza, have already announced and approved new share issues to
take place in H213. We expect some others to go down this route,
even if they have announced other capital optimization plans. New
share issuances would not automatically trigger upgrades because
the additional capital may be needed to offset further asset
quality deterioration and to maintain capital ratios at adequate
levels for current rating levels. Last week we downgraded three
Italian mid-sized banks by one notch and placed one on Rating
Watch Negative to reflect a mixture of asset-quality and capital
pressures.

The large majority have not announced plans to raise new equity
so far and have instead focused on other capital strategies.
These mainly involve asset disposals and risk-weighted asset
reduction through improved credit risk mitigation and by adopting
internal rating models for credit risk. But cutting risk weights
to boost capital ratios does not change the risk profile of a
bank, if it is achieved purely through changing modelling
assumptions. We believe measures such as deleveraging and equity
raising provide higher-quality capital uplifts.

With limited fresh equity and dented internal capital generation,
capitalization has strengthened only modestly as yet. Some of the
banks' plans to boost capital bear substantial execution risk or
depend on third-party actions, so we believe it may take some
time before they are fully effective. Capitalization is tight for
some of the banks in the peer group, especially as their low
profits are vulnerable to a further downturn in the domestic
economy.

Asset-quality deterioration has weakened capital, especially
following the Bank of Italy's inspection at those banks likely to
be subject to ECB supervision. The exercise resulted in more
conservative collateral valuation and higher loan impairment
charges in H212 and H113. We expect impaired loans to worsen
further throughout 2013, with the main risk still arising from
the SME sector and rising unemployment representing an additional
threat. The central bank's follow-up inspection on some banks'
performing loan books could also lead to further rises in bad
debt. This is likely to place greater strain on capital as banks
keep bad debt coverage high going into the balance-sheet
assessment by the new single supervisor in 2014.

Lending contraction is helping to keep risk-weighted assets under
control or reduce them. This is offsetting some of the capital
pressure. However, to date the Italian mid-sized banks we rate
have reduced lending less than their larger domestic peers.



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


GELDILUX-TS-2013 SA: Moody's Rates EUR12.8MM Class D Notes 'Ba2'
----------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to the
following class of notes issued by Geldilux-TS-2013 S.A.:

EUR750M Class A Secured Floating Rate Notes due 2021, Definitive
Rating Assigned Aaa (sf)

EUR63.1M Class B Secured Floating Rate Notes due 2021, Definitive
Rating Assigned A1 (sf)

EUR11.1M Class C Secured Floating Rate Notes due 2021, Definitive
Rating Assigned Baa2 (sf)

EUR12.8M Class D Secured Floating Rate Notes due 2021, Definitive
Rating Assigned Ba2 (sf)

EUR10.7M Secured Floating Rate Liquidity Notes due 2021,
Definitive Rating Assigned Aa3 (sf)

Moody's Investors Service has not assigned ratings to the EUR
15.4M Class E Secured Floating Rate Notes due 2021.

Ratings Rationale:

Geldilux-TS-2013 S.A. is a cash securitization of short-term euro
loan receivables granted to large corporates, small and medium
sized enterprises (SME), self-employed and/or individuals
domiciled in Germany and extended by UniCredit Luxembourg S.A.
(Baa2/P-2) in cooperation with UniCredit Bank AG (A3/P-2) . The
portfolio is replenished daily, subject to the portfolio limits,
among others, regional concentration limit (with the largest to
55% maximum exposure to the state of Bavaria), industry sector
limit (with the largest 38% to "Construction and Building") as
well as maximum single borrower group concentration limits
(0.80%). Portfolio substitution criteria also restricts portfolio
credit quality, weighted average portfolio collateralization
level (not less than 25%) and weighted average remaining term of
the pool (cannot exceed 90 days).

The rating is primarily based on, (i) an evaluation of the
underlying portfolio of loans; (ii) the historical performance
information; (iii) the credit enhancement provided by
subordination of the more junior notes; (iv) the excess spread
available to cover interest shortfalls and to repay the liquidity
notes; (v) cash flow redirection mechanism, which mitigates
commingling risk; (vi) the trigger to fund a set off reserve,
which mitigates set-off risk; and (vii) the legal and structural
integrity of the transaction.

According to Moody's, the transaction benefits from credit
strengths such as the granularity of the portfolio with excellent
historical performance and its short portfolio weighted average
life of 90 days maximum. However, Moody's notes that the
transaction features some credit weaknesses such as high
proportion of bullet loans with significant concentration in real
estate sector. Various mitigants have been put in place in the
transaction structure. Commingling risk is mitigated by (i)
borrower notification and request to re-direct payments directly
to the issuer's account at Barclays Bank PLC by UniCredit
Luxembourg S.A. (UCL) upon loss of Baa3 of UniCredit Bank AG
(UCB), and (ii) upon loss of P-2 of UCL all collections made by
the servicer are directly transferred to the issuer's account at
Barclays PLC. In addition, set off risk is broadly mitigated by
early notification of borrowers (upon loss of Baa3 of UCB) and a
set-off cash reserve to be put in place by the seller upon (i)
loss of P-1 rating of UCL and (ii) the potential set-off amounts
exceeding 1% of the outstanding note balance. This has been
factored in Moody's quantitative analysis.

The ratings of the notes take account of UCL (currently rated
Baa2/P-2) and UCB (currently rated A3/P-2), as the major
transaction parties in this transaction, being experienced
originators and servicers respectively. In the past, they have
used ABS term financing via the previously issued ten GELDILUX
transactions in respect of which the securitized portfolios have
shown excellent performance to date (i.e. in total over all
previous transactions only 16 obligors have defaulted since
1999). Moody's valued positively the limitation of the potential
deterioration of credit quality during the 5 years revolving
period via eligibility criteria and portfolio limits as the
portfolio turns around very quickly (with a max. weighted average
life of 90 days). Similarly, in its analysis Moody's relied
strongly on the early amortization triggers, especially the one
stopping the replenishment period in case UCB loses a minimum
long term rating of Baa2. In such situation the portfolio becomes
static and - due to the 90 days weighted average life constraint
- amortizes quickly. In addition, upon UCB losing a Baa3 rating
obligors will be notified and are also asked to pay directly to
the issuer's account. The liquidity cushion in the transaction is
provided by (i) the interest rate swap counterparty (paying 0.35%
of extra spread to the structure) and (ii) the EUR 10.7 million
issuer interest reserve, which is funded by the liquidity note
and available to fund shortfalls in respect of senior fees,
interest on the class A to D notes as well as interest on the
liquidity notes. Moody's main modeling assumption for this
transaction is the bespoke default distribution derived via the
Monte Carlo simulation in CDOROM (v2.8).

Moody's derived this default distribution from (i) the most
concentrated pool composition (with the minimum threshold of 700
obligors) that would be possible in terms of industry and single
obligor concentration during the lifetime of the transaction
(based on the portfolio limits defined in the transaction
documents), (ii) a global correlation of 5% and (iii) the average
expected portfolio quality. Moody's expects the average default
probability of the pool to be a Baa3/Ba1 Moody's equivalent
(translating into 0.14% cumulative default rate over a weighted
average life of 90 days) taking into account: (i) the product
characteristics and the historical performance data and (ii)
potential fluctuations of the macroeconomic environment during
the lifetime of this transaction (including the 5 years revolving
period). A coefficient of variation (calculated as standard
deviation over mean default probability) for the transaction
specific default distribution is 228%. The average fixed recovery
rate assumption was set at 25% in line with previous transactions
because the non-accessory collateral is not assigned to the SPV
since it is granted by the borrower on a relationship level
rather than for the euro loan specifically. Therefore, in case of
UCB's insolvency the issuer depends on recoveries assigned by the
insolvency administrator, leaving the issuer in the position of a
senior unsecured creditor. Finally, no prepayments were assumed
because of the short-term nature of the underlying loan
receivables there are no prepayments for these loan receivables.

Moody's also tested other set of assumptions under its Parameter
Sensitivities analysis. The results show that the model output
for the Class A notes would be one notch lower, while the model
output for Class B notes would be 5 notches lower if the mean
default rate assumption was to increase to reflect a two-notch-
worse pool quality (i.e.Ba2/Ba3), all other parameters kept
unchanged. The model output would be unchanged for the Class A
and Class B notes if the mean recovery rate assumption were to
decrease.

The main source of uncertainty in the analysis relates to (i) the
high level of dependency on the originator to rollover the
expiring euro loan into a new euro loan and/or other means of
bank financing (such as a working capital line) and (ii)
uncertainty regarding the European macroeconomic conditions and
resulting negative effects on borrowers' credit quality. These
aspects are reflected in the Medium V-Score for the transaction
which is in line with the German SME ABS sector overall.
Nonetheless, for some sub-categories Moody's considers this
transaction better than the market. First, the originator
provided a comprehensive set of different historical data
covering more than 10 years of data. Second, Moody's believes
that the historical data performance variability is significantly
lower than for other German SME loan receivable portfolios, which
is caused by (i) the short-term nature of the loan contracts and
(ii) the specific origination and collection process applied to
this product type.

The principal methodology used in this rating was Moody's
Approach to Rating EMEA SME Balance Sheet Securitizations
published in May 2013.

Other Factors used in this rating are described in "V Scores and
Parameter Sensitivities in the EMEA Small-to-Medium Enterprise
ABS Sector" published in June 2009.

For rating this transaction Moody's used the following models:
(i) ABSROM (v.3.5) to model the cash flows and determine the loss
for each tranche and (ii) CDOROM (v.2.8) to determine the
transaction specific default distribution. More specifically,
Moody's ABSROM cash flow model evaluates all default scenarios
that are then weighted considering the probabilities of such
default scenarios as defined by the transaction-specific default
distribution (as simulated in CDOROM).

On the recovery side Moody's assumes a fixed rate recovery. In
the cash flow model Moody's modeled the initial as well as each
replenished portfolio separately with equally distributed
amortization and timing of default vectors over 90 days.
Similarly, the transaction specific default distribution is
applied to each portfolio when determining the cash flows for
each portfolio period. The non-defaulted principal collections
are used to purchase the new portfolio with the same
characteristics in terms of amortization and yield during the
replenishment period and as long as no early amortization event
occurs. Thereafter the principal collections are used to pay down
the notes. The ultimate losses in the portfolio are allocated to
the Class A to Class E notes, but not to the Liquidity notes, in
full reverse sequential order. In each default scenario, the
corresponding loss for each class of notes is calculated given
the incoming cash flows from the assets and the outgoing payments
to third parties and noteholders. Therefore, the expected loss
for each tranche is the sum product of (i) the probability of
occurrence of each default scenario; and (ii) the loss derived
from the cash flow model in each default scenario for each
tranche. As such, Moody's analysis encompasses the assessment of
stressed scenarios.

Moody's used CDOROM to simulate the default distribution for this
transaction. The Moody's CDOROM model is a Monte Carlo simulation
which takes borrower specific Moody's default probabilities as
input. Each borrower reference entity is modeled individually
with a standard multi-factor model incorporating intra- and
inter-industry correlation. The correlation structure is based on
a Gaussian copula. In each Monte Carlo scenario, defaults are
simulated.



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


BASE CLO I: S&P Lowers Rating on Class E Notes to CCC+
------------------------------------------------------
Standard & Poor's Ratings Services raised its credit rating on
BASE CLO I B.V.'s class A-2 notes.  At the same time, S&P has
lowered its ratings on the class B, D-1, D-2, and E notes, and
has affirmed its ratings on the class A-1 and C notes.

The rating actions follow S&P's performance review of the
transaction and the application of its current counterparty
criteria.

Since S&P's Jan. 20, 2012 review, the aggregate collateral
balance has dropped to EUR134.7 million from EUR225.1 million,
primarily due to amortization, but also due to losses from
defaulted assets. As the portfolio's size has reduced, the
outstanding portfolio's average credit quality has worsened since
S&P's previous review.

Since S&P's previous review, the proportion of assets rated in
the 'CCC' category ('CCC+', 'CCC', and 'CCC-') has increased to
5.50% from 2.56%.  The proportion of defaulted assets ('CC', 'SD'
[selective default], 'C', and 'D') has decreased to zero from
4.97%.

The transaction's weighted-average life has reduced to 2.1 years
from 3.3 years at S&P's previous review.  The weighted-average
spread has marginally increased to 2.79% from 2.76%.

The class A-1 notes have partially redeemed since S&P's last
review, increasing the available credit enhancement for all rated
classes of notes.

S&P has conducted a cash flow analysis to determine the break-
even default rate (BDR) for each rated class of notes.  S&P used
the performing portfolio balance, the reported weighted-average
spread, and the weighted-average recovery rates that S&P
considers to be appropriate.  S&P incorporated various cash flow
stress scenarios using its short default patterns and levels, for
each rating category assumed for each class of notes, in
conjunction with different interest stress scenarios.

Following the improvement in the BDRs and increased available
credit enhancement, S&P has concluded that the class A-1 and A-2
notes can now support 'AAA (sf)' ratings.  S&P has therefore
raised to 'AAA (sf)' from 'AA+ (sf)' its rating on the class A-2
notes, and has affirmed its 'AAA (sf)' rating on the class A-1
notes.

"Our ratings on the class B, C, D-1, D-2, and E notes are
constrained by the application of the largest obligor test, a
supplemental stress test that we introduced in our 2009 cash flow
collateralized debt obligation criteria.  This test addresses
event and model risk that might be present in the transaction.
Although the BDRs generated by our cash flow model indicated
higher ratings, the largest obligor test results effectively
constrain our ratings on the class B, C, D-1, D-2, and E notes as
the portfolio has high obligor concentration.  We have therefore
affirmed our 'BBB+ (sf)' rating on the class C notes, and have
lowered our ratings on the class B, D-1, D-2, and E notes," S&P
said.

Non-euro-denominated assets account for nearly 15.4% of the
underlying portfolio, and the resulting foreign currency exchange
risk is hedged via asset swaps with JPMorgan Chase Bank, N.A.
S&P has applied additional foreign exchange stresses in its
ratings analysis of the class A-1 and A-2 notes by giving no
benefit to this swap counterparty in its 'AAA', 'AA+', and 'AA'
stress scenarios.

BASE CLO I is a cash flow collateralized loan obligation (CLO)
transaction backed primarily by leveraged loans to speculative-
grade corporate firms.  BASE CLO I closed in April 2008 and is
serviced by M&G Investment Management Ltd.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class                Rating
            To                  From

BASE CLO I B.V.
EUR375 Million Senior And Subordinated Deferrable Floating-Rate
Notes

Rating Raised

A-2         AAA (sf)            AA+ (sf)

Ratings Lowered

B           BBB+ (sf)           A+ (sf)
D-1         B+ (sf)             BB+ (sf)
D-2         B+ (sf)             BB+ (sf)
E           CCC+ (sf)           B+ (sf)

Ratings Affirmed

A-1         AAA (sf)
C           BBB+ (sf)


LEVERAGED FINANCE: S&P Lowers Rating on Class V Notes to 'B+'
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Leveraged Finance Europe Capital IV B.V.'s class I-D, I-N, R II,
III, and Revolving notes.  At the same time, S&P has lowered its
rating on the class V notes and has affirmed its rating on the
class IV notes.

The rating actions follows S&P's assessment of the transaction's
performance since its Nov. 25, 2011 review.

In S&P's review, it considered recent transaction developments.
S&P included data from the May 2013 trustee report, along with
data from its ratings database and its cash flow analysis.  S&P
applied its current counterparty criteria and its 2009 corporate
cash flow collateralized debt obligation (CDO) criteria.

                          CREDIT ANALYSIS

Since S&P's last review, the performing portfolio's credit
quality zasn't significantly changed.  The weighted-average life
has reduced to four years from five years.

This has lowered the scenario default rate (SDR) for all classes
of notes compared with S&P's previous review, as provided by
S&P's CDO Evaluator (Version 6.0.1) model.

The transaction started its post-reinvestment period in November
2012.  Therefore, the structure has started to deleverage.  The
class I-D, I-N and the Revolving notes have amortized by about
EUR32 million since S&P's previous review, which has increased
the available credit enhancement for the class I-D, I-N, II, III,
and Revolving notes.

                        CASH FLOW ANALYSIS

Following S&P's credit analysis, it subjected the transaction's
capital structure to a cash flow analysis, to determine the
break-even default rate for each rated class of notes at each
rating level.

In S&P's analysis, it used the portfolio balance that it
considered to be performing, the reported weighted-average spread
(which has increased to 3.80% from 3.33% at S&P's last review),
and the weighted-average recovery rates in accordance with S&P's
2009 corporate cash flow CDO criteria.  S&P incorporated various
cash flow stress scenarios using its standard default patterns in
conjunction with different interest rate and currency stress
scenarios.

Following S&P's credit and cash flow analysis, it considers the
available credit enhancement for the class I-D, I-N, II, III, and
Revolving notes to be commensurate with higher ratings.  S&P has
therefore raised its ratings on these classes of notes.

S&P has affirmed its 'BB+ (sf)' rating on the class IV notes
because it considers the available credit enhancement to be
commensurate with the currently assigned rating.

                     SUPPLEMENTAL STRESS TESTS

The class V notes passes S&P's cash flow analysis at the
'BB- (sf)' rating level.  However, S&P's rating on this class of
notes is constrained at 'B+ (sf)' under its largest obligor
default test--a supplemental stress test that S&P introduced in
its 2009 corporate cash flow CDO criteria.  S&P has therefore
lowered to 'B+ (sf)' from 'BB- (sf)' its rating on the class V
notes.

Leveraged Finance Europe Capital IV is a collateralized loan
obligation (CLO) transaction that securitizes loans to primarily
European speculative-grade corporate firms.  The transaction
closed on Oct. 17, 2006, and is managed by BNP Paribas.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an property-backed security as defined
in the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
zated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class              Rating
            To                From

Leveraged Finance Europe Capital IV B.V.
EUR338.6 Million Floating-Rate Notes And Revolving Facility

Ratings Raised

I-D          AA+ (sf)         AA- (sf)
I-N          AA+ (sf)         AA- (sf)
Revolving    AA+ (sf)         AA- (sf)
II           A+ (sf)          A- (sf)
III          BBB+ (sf)        BBB- (sf)

Rating Lowered

V            B+ (sf)          BB- (sf)

Rating Affirmed

IV           BB+ (sf)


NIELSEN HOLDINGS: Moody's Says Dividend Payout No Rating Impact
---------------------------------------------------------------
Moody's Investors Service said Nielsen Holdings N.V. recently
announced it is increasing its quarterly dividend to US$0.20 from
US$0.16 per share and has authorization for a US$500 million
share repurchase program. Despite the 25% increase in dividend
payouts to roughly US$300 million per year plus likely near term
funding under the new share repurchase program, there is no
immediate impact to debt ratings (Ba3 CFR) nor the positive
outlook reflecting Moody's belief that distributions will be
funded within the Ba3 rating and debt-to-EBITDA ratios will
improve due to EBITDA growth combined with debt reduction from
free cash flow.

Nielsen Holdings N.V., headquartered in Diemen, The Netherlands
and New York, NY, is a global provider of consumer information
and measurement that operates in approximately 100 countries.
Nielsen's Buy segment (61% of FY 2012 revenue) consists of two
operating units: (i) Information, which includes retail
measurement and consumer panel services; and (ii) Insights, which
provide analytical services for clients. The Watch segment (36%
of revenue) provides viewership data and analytics across
television, online and mobile devices for the media and
advertising industries. Nielsen's proposed US$1.3 billion
acquisition of Arbitron announced in December 2012 remains
pending. Revenue for the 12 months ended March 2013 was roughly
US$5.9 billion excluding Expositions and including Arbitron.


REN FINANCE: EUR5-Bil. Notes Program Get Moody's (P)Ba1 Rating
--------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)Ba1
rating to REN Finance B.V. as an issuer under the updated EUR5
billion euro medium-term note (EMTN) program of REN -- Redes
Energeticas Nacionais, SGPS S.A. (REN), which is also rated
(P)Ba1 (negative outlook). The outlook assigned to the ratings is
negative.

Ratings Rationale:

The rating assignment reflects REN BV's role as a 100%-owned
financing subsidiary of REN and as a conduit for its
international borrowings and takes into account the support
provided by REN via a keepwell agreement under the EMTN program.
The ratings of both REN and REN BV reflect the constraint on
REN's credit quality as a result of the country risks
(macroeconomic and financial) associated with being based in
Portugal. The ratings also reflect (1) the low business risk
associated with REN's electricity and gas transmission
activities, which generate virtually all of the company's
earnings; (2) the fairly well-established and transparent
Portuguese regulatory framework under which REN operates; and (3)
Moody's expectation that the company's investment program will
continue to weigh on its financial profile.

The ratings also take in account the liquidity provided by REN's
strategic owner, the Chinese electricity transmission operator
State Grid, which owns 25% of the company. This support was
reflected in REN's announcement in late 2012 of the approval of
the terms of EUR800 million of loans to be provided to the
company by China Development Bank (CDB, Aa3 stable). Since that
time, REN has also raised a EUR300 million five-year bond.

In Moody's view, whilst REN's earnings are fully generated
domestically, and the company remains exposed to financial and
macroeconomic uncertainties in Portugal, the provision of
liquidity by CDB and the likely ongoing support by State Grid
materially mitigate REN's refinancing risk and aid the
diversification of its funding sources. The involvement of a non-
domestic shareholder, as well as the perceived strategic nature
of State Grid's shareholding in REN, enable the company to
achieve a higher degree of de-linkage from the Portuguese
sovereign's country risk.

What Could Change the Rating Up/Down

Moody's does not expect upward pressure on the ratings of REN or
REN BV in the short term. Given the linkages between REN's rating
and that of the government, a stabilization of the outlook on the
sovereign rating would be a condition for Moody's to consider
stabilizing the current negative outlook on the ratings.

Any downward move in the Portuguese sovereign rating or outlook
would likely result in a corresponding adjustment of the ratings.
REN's rating positioning versus the sovereign rating is also
based on Moody's expectation of regulatory stability in the
sector in Portugal and that the company will not be subject to
undue political interference and/or discriminatory fiscal
measures. Evidence that REN has significant exposure to these
risks beyond expectations could result in negative pressure being
exerted on the company's rating. Downward rating pressure would
also develop if the company were to pursue a more risky strategy
and/or investments or were unable to demonstrate multiyear
liquidity.

The principal methodology used in this rating was Regulated
Electric and Gas Networks published in August 2009.

REN is the exclusive long-term concessionaire of Portugal's
mainland high-voltage electricity transmission grid and the
country's high-pressure natural gas transportation network. As of
December 2012, the company reported revenues of EUR589 million.

REN BV, based in the Netherlands, is a financing vehicle for REN.



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


* NOVOSIBIRSK CITY: S&P Assigns 'BB' Rating to Sr. Unsecured Bond
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned its
'BB' long-term and 'ruAA' Russia national scale issue ratings to
the amortizing senior unsecured seven-year bond of RUB5 billion
(about US$160 million) to be issued by Russia's City of
Novosibirsk (BB/Positive /--; Russia national scale 'ruAA').

The bond will have 25 quarterly fixed-rate coupons and an
amortizing repayment schedule.  In 2014, 15% of the bond is
scheduled for redemption, a further 10% should be repaid in 2015,
25% in 2017, 25% in 2018, 15% in 2019, and the remaining 10% in
2020.

The ratings on Novosibirsk are constrained by what S&P sees as
limited financial flexibility and predictability, mostly
resulting from Russia's developing and unbalanced public finance
system, and low economic productivity.  These constraints are
mitigated by Novosibirsk's moderate debt, "neutral" liquidity
supported by prudent debt management, and the city's improved
budgetary performance achieved through cost discipline.

The positive outlook on Novosibirsk reflects S&P's opinion of the
increased likelihood that Novosibirsk will continue its budgetary
and liquidity policies over the next 18-24 months, despite
spending pressure and a cycle of elections starting in 2014.  The
outlook also factors in higher chances of improving liquidity
thanks to the city's stronger cash generation capacity.



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


PROBANKA DD: Fitch Affirms, Withdraws 'CC' Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed Probanka d.d.'s (Probanka's) ratings,
including its Long-term Issuer Default Rating (IDR) at 'CC'. At
the same time, the agency has withdrawn the ratings as the bank
has chosen to stop participating in the rating process.
Therefore, Fitch will no longer have sufficient information to
maintain the ratings. Accordingly, the agency will no longer
provide ratings or analytical coverage for Probanka.

Key Rating Drivers

The affirmation of Probanka's VR and hence also its Long-term IDR
at 'CC' reflects significant pressure on its capital base (end-
2012 Fitch Core Capital ratio of about 5%), due to a high level
of non-performing loans (NPLs) and weak profitability. It also
considers Probanka's limited prospects in the context of a highly
challenging operating environment. In addition, the bank's
liquidity is weak considering its low level of liquid assets
(unencumbered liquid assets were equal to just 5% of total assets
at end-2012), flightiness in the deposit base in Q412 and
sizeable wholesale funding maturities to end-2015 (although to
some extent Probanka hopes to renew these). Furthermore, Fitch
notes corporate governance weaknesses at the bank concerning
related-party lending.

The rating actions are:

Probanka d.d.:

Long-term foreign currency IDR affirmed at 'CC'; rating
  withdrawn
Short-term foreign currency IDR affirmed at 'C', rating
  withdrawn
Support Rating: affirmed at '5', rating withdrawn
Support Rating Floor: affirmed at 'NF', rating withdrawn
Viability Rating: affirmed at 'cc', rating withdrawn



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


BEFESA ZINC: S&P Keeps 'B' CCR on CreditWatch Developing
--------------------------------------------------------
Standard & Poor's Ratings Services said that it has kept its 'B'
long-term corporate credit rating on Spain-based steel dust
recycler Befesa Zinc S.A.U. on CreditWatch, where it was placed
with developing implications on April 19, 2013.

At the same time, S&P is keeping its 'B' issue rating on Befesa
Zinc's EUR300 million senior secured proceeds loan, and S&P's 'B'
issue rating on special-purpose vehicle Zinc Capital S.A.'s
8.875% secured notes on CreditWatch, where they were placed with
developing implications on April 19, 2013.

The recovery rating on the EUR300 million senior secured proceeds
loan remains unchanged at '3', reflecting S&P's expectation of
meaningful (50%-70%) recovery prospects in the event of a payment
default.

The rating action follows environmental services provider Abengoa
S.A.'s announcement on July 15, 2013, that its sale of Befesa
Medio Ambiente S.A. (BMA; the parent of Befesa Zinc) to private
equity fund Triton for about EUR1 billion has been completed.
According to Abengoa, the total equity consideration amounted to
EUR620 million, comprising a EUR348 million cash payment, a five-
year vendor note of EUR48 million, and a deferred consideration
of EUR225 million in the form of a convertible instrument,
exchangeable into 14% of BMA's stake on Triton's exit from its
investment.

S&P understands that the decision on the financing of Triton's
acquisition of BMA is yet to be agreed, and that Abengoa's
EUR348 million cash consideration was fully financed by Triton.

S&P's future assessment of Befesa Zinc's credit quality will
incorporate that of the intermediate holding company, BMA, which
in S&P's opinion remains uncertain.  It will notably depend on
the capital structures of Befesa Zinc and BMA post the
acquisition and the new owner's financial policies.

In S&P's view, Befesa Zinc demonstrated good resilience to
difficult macroeconomic conditions and subdued steel production
in Europe in 2012 and the first quarter to March 31, 2013.  Under
S&P's conservative base-case scenario, it anticipates that Befesa
Zinc will report EBITDA of about EUR75 million in 2013, somewhat
lower than the EUR83 million reported in 2012.  However, S&P also
believes that cash flows could be consumed by the increased
investments, notably in Turkey (in collaboration with a joint
venture partner, Silvermet), and a further stake acquisition in
the South Korean steel dust recycling plant, Hankook.

The CreditWatch developing placement reflects S&P's uncertainty
as to what Befesa Zinc's and BMA's capital structures will look
like under the new private equity ownership.  S&P currently
anticipates that this could crystalize within the next three
months or so.  S&P therefore anticipates that it will resolve the
CreditWatch within a similar time frame, after evaluating the
financial impact of the transaction on Befesa Zinc, including the
possibility of any re-leveraging and changes to the new owner's
financial policies and strategy.


CAIXA GERAL: Fitch Bases New Bonds Rating on 'BB+' IDR
------------------------------------------------------
Fitch Ratings has affirmed Caixa Geral de Depositos S.A.'s (CGD,
BB+/Negative/B) EUR0.8 billion public sector covered bond
(Obrigacoes sobre o sector publico, OSP) rating at 'BBB-' with a
Negative Outlook. The affirmation follows a full annual review of
the program.

Key Rating Drivers

The 'BBB-' rating is based on CGD's Long-term Issuer Default
Rating (IDR) of 'BB+', a Discontinuity Cap (D-Cap) of 0 (full
discontinuity risk) and the overcollateralization (OC) which the
bank publicly commits to (45%). This combination equalizes the
OSP's rating on a probability of default (PD) basis with CGD's
IDR. The level of OC the issuer publicly commits to provides for
at least 51% recoveries on the bond assumed to be in default in a
'BBB-' level of stress. Therefore, the breakeven OC for the 'BBB-
' rating remains unchanged at 45%.

The D-Cap of 0 is driven by the full discontinuity assessment for
the liquidity gap and systemic risk component, as per all
Portuguese covered bond programs. As part of its discontinuity
analysis, Fitch has revised the privileged derivatives component
of the D-Cap to very low from moderate, to reflect the
termination of the liability swap as of end-September 2012.

In a 'BBB-' stress scenario, which is above the rating of
Portugal, the agency applies a deterministic assumption of 80%
for the default likelihood of Portuguese local authorities, and
the same recovery given default assumptions than that applicable
to sovereign debt, of 31%.

The OSP is collateralized by a pool of public sector loans
originated by CGD. As of March 2013, the cover pool amounted to
EUR1.37 billion and consisted of 2,126 loans granted to 296
Portuguese municipalities. The top 10 obligors represent 26.8% of
the cover pool. The largest exposure in the portfolio is to the
municipality of Lisbon (BB+/Negative/B), which represents 5.5% of
the total outstanding balance.

The cover pool residual weighted-average life is 5.6 years,
whereas the only outstanding OSP matures in one year. All assets
and liabilities are euro-denominated. The program has a notable
open interest position, as a total of 100% of the cover assets
are floating rate whereas the EUR0.8 billion covered bond yields
a fixed rate of interest.

The Negative Outlook on CGD's IDR and on Portugal
(BB+/Negative/B) drive the Negative Outlook on the covered bond.

Rating Sensitivities

The 'BBB-' rating would be vulnerable to a downgrade if one of
the following occurs: (i) CGD's Long-Term IDR was downgraded by
one or more notches; (ii) the Portuguese sovereign was downgraded
by one notch or (iii) the program OC decreased below the 'BBB-
breakeven level. The Fitch breakeven OC for the covered bond
rating will be affected, among others, by the profile of the
cover assets relative to outstanding covered bonds, which can
change over time, even in the absence of new issuances. Therefore
it cannot be assumed to remain stable over time.



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


ALBURN REAL: S&P Lowers Ratings on Class A to E Notes to 'CC'
------------------------------------------------------------
Standard & Poor's Ratings Services lowered to 'CC (sf)' from
'CCC- (sf)' its credit ratings on Alburn Real Estate Capital
Ltd.'s class A to E notes.

The rating actions reflect S&P's view that the principal recovery
proceeds from the four remaining properties will be insufficient
to fully repay the outstanding loan.  The loan has breached the
covenanted loan-to-value (LTV) ratios since April 2011.  The
senior LTV ratio is 733.8% and the whole-loan LTV ratio is
816.2%, compared with covenants of 115% and 125%, respectively.

Proceeds from the sale of properties securing the loan have been
applied to the class A notes since May 2011.  It is likely that
the four remaining properties will be sold before the loan's
maturity in October 2013.  If this occurs, the transaction will
incur swap break costs, ranking senior to the payments due to the
noteholders in the priority of payments.

S&P has lowered to 'CC (sf)' from 'CCC- (sf)' its ratings on the
class A to E notes to reflect its view that it is highly likely
that the proceeds from the sale of the four remaining properties
will be insufficient to fully repay these notes.

Alburn Real Estate Capital is a secured loan commercial mortgage-
backed securities (CMBS) transaction, backed by one loan secured
on U.K. commercial properties.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an property-backed security as defined
in the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com


BLUESTONE SECURITIES: S&P Affirms 'BB' Rating on Class D Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
all classes of notes in Bluestone Securities PLC's Series
2005-01.

The affirmations follows S&P's performance review, where it
conducted its credit and cash flow analysis using the most recent
loan-level information and investor report that S&P has received
(dated June 2013), and the application of its relevant criteria.

The available credit enhancement continues to increase, due to
deleveraging of the transaction combined with its fully funded
nonamortizing reserve fund.  The notes are currently amortizing
pro rata, as all of the documented pro rata triggers are
satisfied.  Arrears have increased, with total arrears
representing 29.20% of the pool, up from 27.77% in March 2012.

S&P's weighted-average foreclosure frequency (WAFF) and weighted-
average loss severity (WALS) assumptions have increased since
S&P's previous review on June 6, 2012.  This increase is
primarily due to the increase in arrears.  S&P's WAFF and WALS
assumptions at each rating level are listed below:

     Rating Level         WAFF      WALS
                          (%)       (%)
     AAA                 36.18     27.11
     AA                  30.50     22.60
     A                   24.72     15.04
     BBB                 20.27     11.33
     BB                  16.30      8.92
     B                   13.95      6.76

Using S&P's WAFF and WALS assumptions in its cash flow model, all
of the classes of notes pass its cash flow stresses at their
current rating levels.  S&P has therefore affirmed its ratings on
all classes of notes in this transaction.

The bank account documentation does not comply with S&P's current
counterparty criteria.  Accordingly, S&P's ratings on the notes
in this transaction are capped at its long-term issuer credit
rating on Barclays Bank PLC (A/Stable/A-1).

S&P's credit stability analysis indicates that the maximum
projected deterioration that it would expect at each rating level
over one- and three-year periods, under moderate stress
conditions, are in line with S&P's credit stability criteria.

Bluestone Securities' series 2005-1 is a U.K. residential
mortgage-backed securities transaction backed by mortgage pool
comprising nonconforming first-ranking residential mortgages in
England, Scotland, and Wales.

          STANDARD & POOR'S 17G-7 DISCLOSURE REPORT

SEC Rule 17g-7 requires an NRSRO, for any report accompanying a
credit rating relating to an asset-backed security as defined in
the Rule, to include a description of the representations,
warranties and enforcement mechanisms available to investors and
a description of how they differ from the representations,
warranties and enforcement mechanisms in issuances of similar
securities.  The Rule applies to in-scope securities initially
rated (including preliminary ratings) on or after Sept. 26, 2011.

If applicable, the Standard & Poor's 17g-7 Disclosure Report
included in this credit rating report is available at:

            http://standardandpoorsdisclosure-17g7.com

RATINGS LIST

Class         Rating

Bluestone Securities PLC
GBP108.05 Million Mortgage-Backed Floating-Rate Notes
Series 2005-01

Ratings Affirmed

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


BRUNTWOOD ALPHA: Fitch Affirms 'BB' Rating on Class C Notes
-----------------------------------------------------------
Fitch Ratings has affirmed Bruntwood Alpha PLC's CMBS floating-
rate notes due 2019 as follows:

   GBP242.7m class A (XS0283194792) affirmed at 'Asf'; Outlook
   Stable

   GBP27.5m class B (XS0283196490) affirmed at 'BBBsf'; Outlook
   Stable

   GBP39.3m class C (XS0283199593) affirmed at 'BBsf'; Outlook
   Negative

Key Rating Drivers

The affirmation endorses Fitch's previous statement on the
minimal effect on credit quality from the restructuring of the
CMBS earlier this year. The transaction remains in overall good
health although there is downside risk due to the level of
reliance on a single sponsor not only in managing vacancy down
but also in securing a staged refinancing of both loans in
reasonably quick succession.

The transaction comprises two loans -- GBP80 million Bruntwood
Estates (BE) and GBP229.2 million Bruntwood Alpha 2000 (B2000).
Both loans are secured by office portfolios in the north-west of
England, centered on Manchester. Quality ranges from good CBD
assets to secondary/tertiary offices located in more peripheral
areas. Although the borrowers belong to the same corporate
entity, the loans do not contain any cross-collateralization or
cross-default provisions and therefore are analyzed separately.

Included in the terms of the restructuring was a GBP123 million
prepayment of the BE loan by means of a third-party refinancing
of several of the portfolio's more prominent assets. Although the
release pricing (set at closing) failed to capture the
appreciation in value of the disposed properties - and therefore
allowed a significant return to shareholders from the better
assets in the portfolio -- the sponsor's ability to raise
considerable debt finance is a positive sign, particularly with
loan maturity in January 2014.

The loan-to-value ratio (LTV) of BE is quoted as 73.5% (based on
a September 2012 valuation), which should make repayment
manageable. However, following the release of certain assets,
vacancy in the remaining BE portfolio has risen 5% to 25%,
although like-for-like it has largely been stable. Fitch
understands the sponsor is actively looking to reduce vacancy
with a refurbishment program.

The LTV of the larger B2000 loan is reported at a similar level
(76.4%) also as of September 2012. The loan is subject to further
repayment hurdles up to its extended maturity date of January
2016, and given its lower vacancy (below 10% for the first time
in almost three years) and generally stronger performance, Fitch
is confident B2000 will pay off in full.

Rating Sensitivities

Fitch would expect to revise the Outlook on the class C notes to
Stable if the BE loan repaid in full at maturity. Conversely, any
postponement in the refinancing schedule would imply a reduction
in risk appetite for this type of asset mix, and therefore
heighten the risk of a downgrade.


CABOT FINANCIAL: GBP100MM Bond Issuance Gets Moody's (P)B1 Rating
-----------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B1 rating
with a stable outlook to the proposed GBP100 million long term,
senior secured bond to be issued by Cabot Financial (Luxembourg)
S.A., a subsidiary of Cabot Financial Ltd (CFL) and, ultimately,
Cabot Credit Management. Moody's has previously rated the GBP265
million senior secured bond issued by the same entity.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect Moody's preliminary
credit opinion regarding the transaction only. Upon a conclusive
review of the final versions of all the documents and legal
opinions, Moody's will endeavor to assign a definitive senior
secured rating. A definitive rating may differ from a provisional
rating. The provisional rating and the stable outlook assigned to
the proposed bond issuance by Cabot assume a successful
refinancing of the company's current financing package, as well
as the confirmation that the final set of documentation does not
differ from the draft documentation.

The rating is contingent upon Cabot's successful completion of
the proposed GBP100 million senior secured notes offering,
whereby it will use the proceeds from the bond issuance to repay
the existing drawings from its revolving credit facility (RCF)
and repay some of its shareholder loan notes. Moody's will
monitor Cabot's usage of RCF as this may change the structural
subordination for the senior secured notes.

Ratings Rationale:

The (P)B1 rating reflects CFL's strong market positioning, stable
operating cash flow and satisfactory level of debt service
capability and tangible common equity, as well as the monoline
business model, concentrated debt maturity profile, supplier
(i.e. debt originators) concentration and model risk in terms of
valuation and pricing of its purchased debt portfolio (i.e. the
risk of the models over-estimating projected cash flow generation
of a portfolio of purchased debt). The rating also reflects the
projected increase in leverage as a result of the bond issuance
which Moody's will closely monitor as a material increase might
exert negative pressure on Cabot's ratings.

Following the completion of the bond issuance, Moody's expects
CFL to have a satisfactory level of capital and modest amount of
leverage, consistent with the B1 rating levels. The proposed
funding structure is also expected to improve CFL's liquidity by
providing some funding source diversification and by lengthening
the maturity profile of its debt facilities. However, Moody's
noted the concentration in terms of the laddering of debt
maturities, which could result in some refinancing risk.

CFL has displayed a good level of growth in its gross collections
over the past five years and its total operating cost-to-gross
collections ratio has consistently remained low. While operating
cash flow, prior to portfolio acquisitions, has remained strong
and relatively stable over the past few years, Moody's noted that
the performance at the net income level (both before and after
tax) has been less stable, mainly due to goodwill amortization
expenses. This factor however, may be somewhat mitigated by the
improvements in profitability projected for financial years 2013-
2015 onwards, with the projected growth in gross collections and
lower goodwill amortization expenses. Although the interest
coverage is expected to decline as a result of rising interest
expenses with the proposed bond issuance, Moody's noted that
adjusted EBITDA-to-interest expense is expected to remain at a
satisfactory level, in line with the B1 ratings.

What Could Change The Rating Up / Down

Upward rating pressure could arise from a sustained improvement
in the leverage metrics (debt-to-adjusted EBITDA) to around 1.5x
-- 1.8x, while maintaining other financial metrics and ratios at
current levels.

The rating could come under downward pressure due to (i)
significant deterioration in income from operations (after
interest expense) and cash flow from operations, stemming from
factors such as underperforming collections productivity,
underperforming portfolio acquisitions and lower than forecast
collections; or (ii) an increase in leverage or sustained decline
in operating performance, leading to a debt ratio which is higher
than 4.0 times adjusted EBITDA or a tangible common equity-to-
tangible managed assets ratio which is below 15%; or (iii)
significant decline in interest coverage, with an adjusted
EBITDA-to-interest expense ratio below 3.5x to 1.0x.

The principal methodology used in this rating was Finance Company
Global Rating Methodology published in March 2012.


COVENTRY FOOTBALL: ACL to Sign Company Voluntary Arrangement
------------------------------------------------------------
Sky Sports reports that Coventry City Football Club Limited has
been offered a new 10-year rental agreement by the owners of the
city's Ricoh Arena.

Arena Coventry Limited say they will sign a Company Voluntary
Arrangement and help the Club avoid a new 15-point penalty if the
club's owners abandon a move to Northampton's Sixfields home and
return to the Ricoh, Sky Sports discloses.

According to Sky Sports, under the terms of the proposed new
deal, Coventry would pay GBP150,000 annual rent while they remain
in League One, rising to GBP400,000 if they win promotion to the
Championship.

Coventry remains in administration, and the news of ACL's
surprise offer came after a meeting of creditors was adjourned
until Friday at the request of the stadium's owners, Sky Sports
notes.

Failure to agree a CVA would open the threat of liquidation and a
15-point deduction, Sky Sports states.

Coventry's owners this month outlined plans to return to a new
home in the city in "the long-term", Sky Sports recounts.

Coventry City is an English association football club based in
Coventry, central England.


DUNFERMLINE FC: Creditors Back Company Voluntary Arrangement
------------------------------------------------------------
BBC Sport reports that Dunfermline will soon be in the hands of
fans' group Pars United after creditors voted in favor of
accepting a company voluntary arrangement.

The Fife club has been in administration since March, with debts
of around GBP10 million, BBC Sport discloses.

Former owner Gavin Masterton abstained from the CVA vote, giving
up his claim on GBP8 million owed to him and his companies, BBC
Sport notes.

The GBP500,000 raised by supporters will pay staff who were made
redundant and the administrators' fees, BBC Sport discloses.

According to BBC Sport, Pars United are now seeking further
backing and hope to add to the 1400 season tickets sold over an
uncertain summer.

The club's shares were sold for GBP1, while GBP80,000 will go to
preferred creditors, with former players and staff receiving
back-dated pay in full, BBC Sport says.

Pars United will assume responsibility for all "footballing
debts", which administrators BDO say "are understood not to
exceed GBP170,000" and pay BDO's fees of GBP100,000 plus VAT, BBC
Sport states.

Dunfermline's situation is complicated by their stadium being
owned by a separate company, East End Park Ltd, which is being
handled by a different administrator, KPMG, BBC Sport notes.

According to BBC Sport, BDO say East End Park Ltd. will be
"entitled to any residual over and above" the figures they have
released, with their main creditor the bank, while KPMG added:
"We will now work closely with Pars United to complete the sale
of East End Park."

BDO, led by Bryan Jackson, took over the running of Dunfermline
after a winding-up order was served by HM Revenue and Customs for
a GBP134,000 tax bill, BBC Sport recounts.

Dunfermline Athletic Football Club is a Scottish football team
based in Dunfermline, Fife, commonly known as just Dunfermline.


HEALTHCARE SUPPORT: S&P Affirms 'BB+' Senior Secured Debt Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
'BB+' long-term issue ratings on the senior secured debt issued
by U.K.-based special-purpose vehicle Healthcare Support
(Newcastle) Finance PLC (ProjectCo).  At the same time, S&P
removed the ratings from CreditWatch, where they were placed with
negative implications on April 18, 2013, following a second
warning notice to ProjectCo from the Newcastle-Upon-Tyne
Hospitals NHS Foundation Trust (the Trust).  The outlook is
stable.

The recovery rating on these instruments is unchanged at '2',
reflecting S&P's expectation of substantial (70%-90%) recovery in
the event of a payment default.

The debt comprises GBP197.82 million senior secured bonds due
2041 and a GBP115.0 million senior secured European Investment
Bank (EIB) loan due 2038.

Both debt tranches benefit from an unconditional and irrevocable
payment guarantee of scheduled interest and principal provided by
Syncora Guarantee U.K. Ltd. (Syncora, formerly XL Capital
Assurance [U.K.] Ltd.).  According to Standard & Poor's criteria,
a long-term rating on a monoline-insured debt issue reflects the
higher of the rating on the monoline and the Standard & Poor's
underlying rating (SPUR).  Therefore, the long-term ratings on
the above issues reflect the SPURs, which are higher than the
rating on Syncora.

The rating actions reflect S&P's understanding that a positive
dialog is currently taking place between ProjectCo, the
construction contractor Laing O'Rourke Northern Ltd. (LOR), and
the Trust regarding the settlement of the currently outstanding
disputes.  Therefore, S&P now believes that an agreement will be
reached with no significant financial impact on ProjectCo.

These disputes principally relate to a disagreement over the
design specification of an angiography room and the clinical
office blocks (COBs) at the Royal Victoria Infirmary (RVI) in
Newcastle.  As a result, the Trust has applied service failure
points (SFPs) for the room's unavailability and has issued two
warning notices to ProjectCo, and LOR has failed to achieve
completion and handover of the COBs.  ProjectCo and LOR have
continued to dispute the Trust's view on both issues.

S&P understands that ProjectCo has recently commenced work at the
RVI that will result in a change of the design of the angiography
room in order to meet the Trust's requirements.  ProjectCo
expects to complete this work by mid-August, when S&P understands
that the outstanding service failure points (SFPs) and warning
notices will be withdrawn.  The work is proceeding under the
terms of the project agreement that provides an indemnity to
ProjectCo from the Trust with respect to costs for works
instructed by them. Discussions continue regarding the ultimate
division between the zrust and LOR of such costs.

In S&P's view, ProjectCo, LOR, and the Trust will reach agreement
on their currently outstanding disputes, leading to the
withdrawal of the current warning notices and the final
completion of construction.

S&P could take a negative rating action should any settlement
have a material impact on ProjectCo's financial profile.  A
similar action could result should the predictability of the
Trust's actions with respect to operational matters not improve
in the near term; if there is no sign of improved dialogue
between ProjectCo and the Trust on such matters; or if the
Trust's actions regarding any further accrual of SFPs are not
more transparent.

Conversely, S&P could take a positive rating action should
ProjectCo and the Trust establish a more cooperative relationship
and the further accrual of any SFPs remain at a low level, while
the financial profile of the project remains unaffected.


JJ LIGHTING: Closes Doors After 17 Years in Business
----------------------------------------------------
Zoie O'Brien at The Guardian reports that JJ Lighting and
Electricals has gone into liquidation after 17 years.

The Guardian says the family business, which has served a
community for more than a decade, has closed its doors for good,
but not before issuing an emotional message to customers.

Identifying himself only as 'Mike', the owner of JJ Lighting and
Electricals, in Station Road, Chingford, opened up on his website
on July 26, saying his customers 'deserve to know why' the shop
is shutting down after 17 years, according to the report.

The Guardian relates that Mike wrote about a variety of problems,
including the introduction of recent parking restrictions and
"over aggressive enforcement".

"In no uncertain terms, the internet, the recession and the
parking situation have all contributed to our downfall.

"The recession has bitten hard. We cut costs dramatically and
worked ourselves to the bone, but year on year sales have fallen
to the point where we are 50% down on our 2008 figures. . . that
is not sustainable."


M.E.M. CONSTRUCTION: Gone Into Liquidation
------------------------------------------
BBC News reports that M.E.M. Construction, the company which
unintentionally started a GBP5 million blaze at the National
Library of Wales, Aberystwyth, has gone into liquidation.

BBC relates that M.E.M. Construction acknowledged in a letter to
creditors that during work on the roof, a fire had broken out as
a blow torch was being used.

According to the report, the National Library said its solicitors
were present at M.E.M.'s liquidation meeting on July 26.

M.E.M. Construction's letter added that the National Library owes
them GBP52,000 for work already carried out by the company, BBC
relays.

It also said that solicitors for the library presented the
company with a bill of nearly GBP4 million, BBC relates.

BBC notes that the construction company argues however that there
was a necessity for the library to have insured their property
against dangers such as fires, whatever the cause.


WINDERMERE XIV: Moody's Reviews New Servicer's Capabilities
-----------------------------------------------------------
Based on Moody's assessment of Mount Street Loan Solutions LLP
(Mount Street) capability to perform the role of special
servicer, the replacement of the special servicer for the Sisu
Whole Loan will not, in itself, result in an reduction or
withdrawal of the current ratings of the Notes in Windermere XIV
CMBS Limited.

Analysis:

Moody's recently received updates on the operations and business
plan of Mount Street. Overall, Moody's views Mount Street's
current operational setup, and in particular, the experience of
its management in loan servicing and work-outs as sufficient to
specially service the loan. Moody's assessment is only
preliminary, however, as Mount Street has not finalized any loan
work-outs yet and Moody's has not formed a definitive opinion on
their ability to achieve maximum recoveries for the noteholders.
Moody's will continue to monitor whether Mount Street's
operational setup remains appropriate given the ongoing expansion
of their portfolio of specially serviced loans. If this were not
the case, Moody's would assess the impact on the recovery
assumption on the loan and potential rating sensitivity.

Moody's assumes that Mount Street will fully comply with the
servicing standards that are outlined in the original servicing
agreement to which it has acceded to.

Transaction Overview & Performance History

Windermere XIV CMBS Limited closed in November 2007 and
represents the true-sale securitization of currently seven
commercial mortgage loans originated by Lehman Brothers
Commercial Paper Inc. United Kingdom Branch, Lehman Brothers
Bankhaus AG London Branch and Lehman Brothers Bankhaus AG Milan
Branch. The loans are secured directly and indirectly by first-
ranking legal mortgages over 109 commercial properties located in
France (40.5% of current underwriter's value), Finland (18.1%),
Italy (32.9%) and Germany (8.5%). The properties' use is mainly
office (84.5%) and retail (8.7%), the rest being warehouse
(5.8%), mixed use (0.7%) and other (0.4%).

The Sisu Loan represents 12.7% of the current outstanding pool
balance and is secured by a portfolio of 84 mixed use properties
located throughout Finland. As per the latest Investor Report
(May 2013), the loan was moved into special servicing on April
16, 2013 due to the borrower not repaying the loan on its
maturity date.

Rating Methodology

The principle methodology used in this rating was Moody's
Approach to Real Estate Analysis for CMBS in EMEA: Portfolio
Analysis (MoRE Portfolio) published in April 2006.

Moody's prior assessment is summarized in a press release dated
October 4, 2011. The last Performance Overview for this
transaction was published on May 21, 2013

On May 17, 2011, Moody's downgraded its ratings on the following
classes of Notes issued by Windermere XIV:

EUR836.43M Class A Notes, Downgraded to Ba1 (sf); previously on
Nov 2, 2009 Downgraded to Baa1 (sf)

EUR97.1M Class B Notes, Downgraded to Caa1 (sf); previously on
Nov 2, 2009 Downgraded to B1 (sf)

Moody's does not rate Class C, Class D, Class E, Class F or Class
X issued by Windermere XIV CMBS Limited. The rating action takes
into account Moody's updated central scenarios as described in
Moody's Special Report "EMEA CMBS: 2011 Central Scenarios".


* UK Buy-To-Let RMBS Market Remains Stable in May
-------------------------------------------------
The performance of the UK buy-to-let (BTL) residential mortgage-
backed securities market remained stable in the three-month
period ending May 2013, according to the latest indices published
by Moody's Investors Service.

In the three-month period to May 2013, the 90+ day delinquency
trend remained at 0.9%, compared to February. In the same period,
outstanding repossessions decreased to 0.1% from 0.2%. Cumulative
losses remained stable at 0.7%. Moody's annualized total
redemption rate (TRR) trend averaged 3.9% in the three-month
period to May 2013.

Moody's outlook for the collateral performance of UK BTL RMBS in
2013 is stable.

As of February 2013, the 30 Moody's-rated UK BTL RMBS
transactions had an outstanding pool balance of GBP28.55 billion.
Compared with the GBP25.75 billion pool balance for the same
period in the previous year, this constitutes a 10.9% year-over-
year increase.



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


* EUROPE: More Than One Tenth Of High Street Shops Lying Vacant
------------------------------------------------------
Jack Torrance at RealBusiness reports that shop vacancies have
increased this year but less are being abandoned by businesses
going into administration.

There is a mixed picture for Britain's high streets as new
figures from estate agent Savills reveal approximately 30,000
high street shops are lying empty - but more are being rescued by
firms in administration, according to RealBusiness.

The report notes that the number of retail units affected by
administration has increased by 2,000 this year, but there are
signs that this could be plateauing.  The report recalls that in
2011 companies which went into administration failed to rescue
around three quarters of their shops, but so far this year nearly
half have been rescued.

The report relates that the collapse of major retail brands such
as Comet, JJB and Dreams has left more than half of all their
former stores vacant.  But other brands have had less damaging
periods of administration, with Internacionale, for instance,
retaining 86 per cent of its stores, the report notes.

The report says that SME retailers have expressed frustration
with commercial landlords, some of whom refuse to budge on price
despite their properties lying empty.

The report relays that the research also demonstrates a north-
south divide.  "The north-south divide has seen London and the
East Midlands relet better than other regions, that said, the
further from London the fewer stores have been affected by
region," the report quoted Tom Whittington, director of Savills
research team, as saying.

Real Business discloses that there's positive short term news for
retailers though, as the latest CBI figures showed a majority of
retailers have seen improved sales in June this year compared to
the last.


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

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

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

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

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

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

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


                            *********

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

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

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

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


                            *********


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

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

Copyright 2013.  All rights reserved.  ISSN 1529-2754.

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

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

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


                 * * * End of Transmission * * *