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

                           E U R O P E

         Wednesday, November 13, 2013, Vol. 14, No. 225

                            Headlines

C Y P R U S

CYPRUS: Fitch Affirms 'B-/CCC' Long-term Currency IDRs


F I N L A N D

KESKINAINEN VAKUUTUSYHTIO: S&P Affirms 'BBpi' Strength Rating
TALVIVAARA MINING: May Face Bankruptcy if Fundraising Fails


F R A N C E

CREDIT LYONNAIS: France to Borrow EUR4.5-Bil. to Settle Debts
OBERTHUR TECHNOLOGIES: S&P Revises Outlook & Affirms 'B-' CCR


H U N G A R Y

HUNGARY: Moody's Says Creditworthiness Constrained by Debt Burden


I R E L A N D

ALFA HOLDING: Fitch Rates Upcoming Sr. Loan Notes 'BB+(EXP)'
CAMDEN TAVERNS: High Court Appoints Interim Examiner
SIAC CONSTRUCTION: Seven Interested Parties in Takeover Bid
VALLAURIS II CLO: Moody's Lifts Rating on Class IV Notes to 'B1'


I T A L Y

ALITALIA SPA: Mulls 2,000 Job Cuts Under Savings Plan


K A Z A K H S T A N

KAZAKH AGRARIAN: S&P Rates Proposed KZT10BB Sr. Unsec. Bond 'BB+'


L I T H U A N I A

UKIO BANKO: UAB Bankroto to Begin Winding Up Proceedings


L U X E M B O U R G

CRC BREEZE: Fitch Affirms 'CCC' Rating on EUR30MM Class B Notes


N E T H E R L A N D S

DRYDEN XXVII: S&P Affirms 'BB+' Rating on Class E Notes
NETHERLANDS: 743 Businesses & Institutions Declared Bankrupt


P O R T U G A L

PORTUGAL: Moody's Changes Outlook on Ba3 Bond Rating to Stable


R U S S I A

BRUNSWICK RAIL: Moody's Changes Outlook on 'Ba3' CFR to Negative
CREDIT BANK: Fitch Lifts Long-term IDRs to 'BB'; Outlook Stable
KOMI REPUBLIC: Fitch Affirms 'BB+' Long-term Currency Ratings


S L O V E N I A

FACTOR BANKA: Central Bank OKs Revised Restructuring Plan


S P A I N

SANTANDER ASSET: Moody's Assigns 'Ba2' CFR; Outlook Stable


S W I T Z E R L A N D

TAURUS CMBS 2007-1: S&P Cuts Rating on Class D Notes to 'CCC(sf)'


U K R A I N E

CREATIV GROUP: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
LEMTRANS LTD: S&P Cuts Corp. Credit Ratings to B-; Outlook Neg.
MHP SA: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Negative
MRIYA AGRO: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg.


U N I T E D   K I N G D O M

BARCLAYS PLC: Fitch Corrects Nov. 4 Ratings Release
ELLI INVESTMENTS: Fitch Affirms 'B' Long-Term IDR; Outlook Stable
PRECISE MORTGAGE: Fitch Rates Class E Notes 'BB(EXP)sf'
SPIRIT ISSUER: Fitch Assigns 'BB' Ratings to Two Note Classes
SPIRIT ISSUER: Moody's Rates GBP101.3MM Secured Bonds 'Ba2'

SPIRIT ISSUER: S&P Assigns 'BB' Ratings to Two Note Classes
UK: Yorkshire Firms Face Financial Woes, Begbies Traynor Says
UK: Insolvency Service Winds Up 19 Carbon Credit Firms Over Scam
UK: Corporate Liquidations Down 2.6% in Third Quarter of 2013


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C Y P R U S
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CYPRUS: Fitch Affirms 'B-/CCC' Long-term Currency IDRs
------------------------------------------------------
Fitch Ratings has affirmed Cyprus's Long-term foreign currency
and local currency Issuer Default Ratings (IDRs) at 'B-' and
'CCC' respectively. The issue ratings on Cyprus's senior
unsecured foreign-law and local-law bonds are also affirmed at
'B-' and 'CCC' respectively.

The Outlook on the Long-term foreign-currency IDR is Negative.
The Country Ceiling is affirmed at 'B', and the Short-term
foreign currency IDR is affirmed at 'B'.

Key Rating Drivers:

The affirmation of Cyprus's ratings reflects the following key
rating drivers:

   -- An external EU-IMF program supports the sovereign's near
      term liquidity position, although downside risks are
      substantial.

   -- The economic outlook remains bleak despite growth so far in
      2013 performing better than Fitch's previous expectations.
      The agency currently expects GDP to contract 7% this year
      compared with its previous forecast of nearly 9% and after
      declining 2.4% in 2012. The economy is likely to remain in
      deep recession in 2014 with the downturn lasting longer
      than assumed under the EU-IMF program.

   -- Initial record of implementation under the EU-IMF program
      has been good, with fiscal outperformance relative to
      targets in 2013. However, there remains a high risk of the
      multi-year program going off track due to downside risks to
      economic performance or a weakening in political commitment
      to the program.

   -- Fitch continues to expect gross general government debt/GDP
      to peak slightly above 130% of GDP, though a year later in
      2016 than in our July projections. In our baseline
      projections, we expect debt ratio to fall only gradually in
      the second half of the decade, owing to some slippage from
      ambitious fiscal targets in the medium term and weaker
      growth. Public finances will therefore remain vulnerable to
      shocks well beyond the program period which is scheduled to
      end in 2016.

   -- Confidence in the banking sector will take time to be
      restored. Deposits are still declining and restructuring of
      banks is on-going. Banking sector recapitalization has,
      however, progressed and Fitch does not expect any
      additional public funds to be used to support the banking
      sector beyond the EUR1.5 billion budgeted for
      capitalization of cooperatives and the
      EUR1 billion buffer in the EU-IMF program.

Restrictions on bank transfers are being gradually lifted.
However, the process of lifting capital controls carries risks,
and a premature exit could trigger material capital flight with
negative economic consequences.

   -- There are some initial signs of positive economic
      adjustments. Growth in employee compensation has fallen
      below growth in productivity, leading to an improvement in
      labor costs. The current account deficit has narrowed to
      around 2% of GDP in 2013 from over 6% in 2012, albeit
      primarily reflecting a contraction in domestic demand and
      imports.

   -- The one-notch differential between the local currency IDR
      (CCC) and the foreign currency IDR (B-) reflects Fitch's
      assessment of the greater vulnerability of bonds issued
      under domestic law relative to foreign-law bonds, as
      demonstrated by the 2013 restructuring of domestic law
      bonds, which revealed a preferential treatment of foreign-
      law sovereign bonds.

Rating Sensitivities:

The Negative Outlook reflects the following risk factors that
may, individually or collectively, result in a downgrade of the
ratings:

   -- Significant slippage from program targets, in particular
      fiscal deficits, or adverse changes to public debt
      dynamics, for example, caused by a deeper-than-expected
      recession or political shocks

   -- A recession that is materially deeper or longer lasting
      than assumed by Fitch which would have adverse consequences
      for the public debt dynamics

   -- Intensification of the banking crisis in Cyprus, for
      example, capital flight from banks if capital controls are
      lifted prematurely

   -- A further restructuring of Cyprus's marketable liabilities
      could, depending on the terms, trigger a second rating
      default event if Fitch were to judge this a distressed debt
      exchange

Future developments that may, individually or collectively, lead
to the Outlook being revised to Stable include:

   -- A longer track record of successful implementation of the
      EU-IMF program

   -- Signs of a stabilization in the economic output and the
      banking sector

   -- Improvements in export performance that help facilitate the
      rebalancing of the economy

   -- Lifting of capital controls with no material negative
      economic consequences. Exit from capital controls would
      also lead to an upgrade of the Country Ceiling.

Key Assumptions:

Fitch expects the recession to be deeper and the downturn to last
longer than assumed under the EU/IMF program. The agency expects
output to contract by around 5% in 2015 and 1.5% in 2016 and not
return to growth until 2017. This compares with the EU-IMF
program forecast for the economy to grow from 2015.

Fitch assumes moderate slippage from EU-IMF program targets,
especially in 2016 when the primary balance is expected under the
program to improve sharply to a surplus 1.2% of GDP from a
deficit of 2.1% of GDP. According to the government it has yet to
specify slightly below 4% of GDP of fiscal adjustment measures
required to achieve a primary balance surplus of 4% of GDP by
2018 under program assumptions (though it has already identified
measures over 7% of GDP). It is likely that the fiscal adjustment
will need to be greater to achieve the ambitious long term
targets for the primary balance, especially as downside risks to
growth remain high.

Fitch's debt dynamics projections also assume the government
concludes the asset swap of a portion of the outstanding
government debt held by Cyprus Central Bank (EUR1 billion),
generates proceeds from privatization (of at least EUR1 billion
within the program period and EUR0.4 billion outside) and from
sales of gold reserves from the central bank (EUR0.4 billion).

Fitch currently assumes that the fiscal costs of bank
recapitalization will not exceed the EUR2.5 billion specified
under the EU-IMF program, which includes a contingency buffer of
EUR1 billion. The banking sector has been recapitalized,
including via the conversion of uninsured deposits in the
island's largest lender, the Bank of Cyprus. Official funding
will only be used to recapitalize the cooperatives, with EUR1.5
billion secured in a special account. Hellenic Bank is now the
island's second largest lender after Cyprus Popular Bank was put
under special administration and recently completed its
recapitalization privately. The capital needs of the banking
sector were estimated under very conservative assumptions under
the Pimco assessment of the sector earlier this year. Despite
expectations of further deterioration of asset quality the
capitalization of banks should, therefore, remain above
regulatory requirements through the program period.

Fitch has not factored possible hydrocarbon receipts into its
projections; these therefore represent an upside risk beyond the
near term. While the authorities claim government revenues to
range between EUR18.5 billion (102.9% of GDP) to EUR29.5 billion
(164.1% of GDP) in drilling block 12 off the southern coast of
Cyprus alone, the economic viability of extraction remains
uncertain and beyond the horizon of the program.

Fitch assumes there will be progress in deepening fiscal and
financial integration at the eurozone level in line with
commitments by policy makers. It also assumes that the risk of
fragmentation of the eurozone remains low, and that Cyprus
remains a member of the eurozone.



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KESKINAINEN VAKUUTUSYHTIO: S&P Affirms 'BBpi' Strength Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its
unsolicited public information (pi) insurer financial strength
and counterparty credit ratings on Finland-based non-life insurer
Keskinainen Vakuutusyhtio Turva (Turva) at 'BBpi'.

The ratings predominantly reflect S&P's view of Turva's fair
business risk profile and less than adequate financial risk
profile.  S&P bases its assessment of Turva's business risk
profile on its opinion of its low industry and country risk and
less than adequate competitive position.  For S&P's assessment of
its financial risk profile, it factors in its view of its
moderately strong capital and earnings, high risk position, and
less than adequate financial flexibility.  S&P combines these
factors to derive a 'bb+' anchor for Turva.  The ratings are
'BBpi' as S&P's public information ratings generally do not bear
plus or minus modifiers.

Turva faces low industry and country risk, in S&P's view.  This
reflects S&P's view of low country risk in Finland and
intermediate industry risk for the non-life insurance sector in
Finland.  S&P's view of low country risk is driven by the mature
and stable Finnish economy.  The intermediate industry risk for
the non-life sector takes into consideration the positive
operational barriers to entry.  The Finnish insurance market is
small and dominated by the few players with established brand
names.  This makes it difficult for new entrants to challenge the
competitive position of established players.  For the non-life
sector, S&P has a positive view of product risk because of a lack
of major catastrophe risk in Finland.  These positives are
slightly offset by the high proportion of annuity-based workers'
compensation business, which drives a high-risk investment
strategy, with associated asset-liability management duration
risk.

S&P views Turva's competitive position as less than adequate,
reflecting the company's underperformance relative to peers,
limited scale, and geographic concentration.  Turva is one of the
smaller insurers operating in Finland, with a non-life market
share of about 2%.  In 2012, gross premiums amounted to
EUR84 million, an increase of 3% on 2011.  The majority of
business is derived from motor (53%) and other business lines
including private property (25%), accident and health (12%), and
liability (3%).

"We assess the company's capital and earnings as moderately
strong.  Turva's risk-adjusted capital adequacy exceeds our
expectations for our 'AA' confidence level, according to Standard
& Poor's capital model, although our assessment of Turva's
capital adequacy is limited to strong in accordance with our
criteria for ratings based on public information.  The capital
position improved over the last year as adjusted shareholders'
funds increased by 14% in 2012; however, the capital base remains
small in absolute terms at EUR58.2 million (including unrealized
gains), limiting capital and earnings to moderately strong.
Although we regard the five-year average combined (loss and
expense) ratio of 103% as reasonable for a mutual, it is
nevertheless about 4% worse than the average of its mutual peers.
Return on revenue (including realized and unrealized
gains/losses) for 2012 was 3% (2011: 8%)," S&P said.

"We assess the company's risk position as high.  Turva continues
to follow an aggressive investment strategy, particularly
relative to the small size of its capital base, with a
significant weighting in volatile asset classes.  Adjusting for
bond funds reported as share holdings, the company's investment
portfolio comprises 60% in government and corporate fixed-income
securities (2011:56%), 17% in equities (2011:9%), 13% in real
estate (2011:14%), and 4% in cash and cash equivalents
(2011:14%).  The investment portfolio composition also
demonstrates a high level of volatility over recent years," S&P
added.

S&P considers the company's financial flexibility to be less than
adequate.  As a small mutual, S&P believes the company lacks
access to capital and does not maintain excess capital relative
to its risk profile.

In line with S&P's criteria, in its assessment of public
information ratings it limits its assessments of management and
governance at fair, enterprise risk management at adequate, and
liquidity at adequate.


TALVIVAARA MINING: May Face Bankruptcy if Fundraising Fails
-----------------------------------------------------------
Richard Milne at The Financial Times reports that Talvivaara has
warned of possible bankruptcy if it fails to gain extra
financing, just six months after its last fundraising.

Several waste water leaks have sparked outrage in Finland and,
combined with a fall in the price of nickel, have caused
investors to question Talvivaara's future, the FT relays.

According to the FT, Talvivaara, in its third-quarter report on
Thursday, said it was in advanced discussions "with certain
stakeholders concerning a financing solution that would address
Talvivaara's current liquidity needs".

The Finnish government, which is Talvivaara's main shareholder
through its Solidum investment fund, has been in rescue talks but
the economy minister, Jan Vapaavuori, said on Thursday that
private investors would need to take part in any refinancing as
well, the FT relates.

"The requirement is a market-driven solution where private actors
participate in funding in an equal way with the state," the FT
quotes Mr. Vapaavuori as saying.

Helsinki has been concerned about how big the clean-up costs
could be if the company declares bankruptcy -- and has come under
pressure to act as Talvivaara is one of the main symbols of the
country's young but growing mining industry, the FT discloses.

Talvivaara, as cited by the FT, said it was working with the
stakeholders "towards a definitive agreement in an expeditious
manner".

But it added: "If such additional financing is not obtained, the
board of directors of Talvivaara will consider other alternatives
available to Talvivaara, including filing for a corporate
restructuring or bankruptcy."

According to Reuters' Ritsuko Ando, analysts estimate the company
needs around EUR200 million (US$271 million).

                             Net Loss

Firat Kayakiran at Bloomberg News reports that Talvivaara said in
a statement on Nov. 7, the company's net loss widened to EUR29.9
million (US$40.4 million) in the third quarter from EUR12.1
million a year earlier.

Talvivaara has suffered from weakening nickel prices and a slow
production ramp-up at its mine in northern Finland, Bloomberg
discloses.  Progress at the operation has been hampered by excess
water, driving up costs and hindering the extraction of metals
from ore, Bloomberg notes.

Net cash fell to EUR46.5 million at the end of September from
EUR101.1 million at the end of June, Bloomberg relays.

Talvivaara Mining Co. Ltd. is a Finnish nickel producer.



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CREDIT LYONNAIS: France to Borrow EUR4.5-Bil. to Settle Debts
-------------------------------------------------------------
Sreeja VN at International Business Times reports that the
French government on Sunday said it would borrow EUR4.5 billion
(about US$6 billion) by the end of this year to settle debts from
the collapse of the formerly state-run bank, Credit Lyonnais, two
decades ago.  And, though the government has time until the end
of 2014 to settle the dues, it has decided to pay it all off by
the end of this year, International Business Times says.

According to International Business Times, the local media
reported that the government will present the bill authorizing
France's debt management office to borrow EUR4.5 billion on
Wednesday.

"If parliament accepts the measure, the state will bring final
closure to the financial fallout of this bankruptcy,"
International Business Times quotes Le Parisien newspaper, which
first reported the debt repayment on Sunday, as saying.

Credit Lyonnais -- the largest French bank in the early 1990s --
collapsed in 1993, mainly due to alleged mismanagement, leading
to a bailout by the government, International Business Times
recounts.  The bank lost billions of francs with its debt
touching about 150 billion French Francs (nearly US$30 billion)
at the time, International Business Times discloses.  The bank
was privatized in 1999 and was taken over by Credit Agricole in
2003, International Business Times relays.

International Business Times notes that Le Parisien said the
bank's collapse has cost French taxpayers a total of about
EUR14.7 billion in the last two decades.

Credit Lyonnais is a historic French bank.  In the early 1990s,
it was the largest French bank, majority state-owned at that
point.


OBERTHUR TECHNOLOGIES: S&P Revises Outlook & Affirms 'B-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it had revised its
outlook on French smart card provider Oberthur Technologies
Holding SAS to stable from negative.  S&P also affirmed its 'B-'
long-term corporate credit rating on the company.

At the same time, S&P affirmed its 'B-' issue ratings on the
EUR470 million-equivalent senior secured term loans (including
euro and U.S. dollar tranches) due 2019, and an EUR88 million
revolving credit facility (RCF), due 2018.  The recovery rating
of '3' reflects S&P's expectation of meaningful (50%-70%)
recovery prospects in the event of a payment default.

S&P also affirmed its 'CCC' issue ratings on the company's
EUR190 million senior unsecured notes due 2020.  The recovery
rating remains at '6', reflecting S&P's expectation of negligible
(0%-10%) recovery prospects in the event of a payment default.

S&P assess Oberthur Technologies' business risk profile as
"fair," factoring in its view of its management and governance as
"fair." S&P regards its financial risk profile as "highly
leveraged," according to its criteria.

S&P's business risk profile assessment is constrained by Oberthur
Technologies' moderate profitability, severe competition (mainly
from world leader Gemalto), medium-term risks associated with
technology changes, more volatile operating performance than S&P
expected, and turnover of senior management over the past
two years.  These weaknesses are partly offset by Oberthur
Technologies' global No. 2 position with a market share of 16%-
18% in the payment segment and 12% in telecommunications; its
global scale, with a diversified customer base including more
than 1,000 financial institutions, 400 mobile operators, and
government-related entities in 70 countries; resilient business
model with growth opportunities; and significant barriers to
entry.

S&P's financial risk profile assessment is constrained by the
group's high Standard & Poor's-adjusted ratio of gross debt to
EBITDA, weak free operating cash flow (FOCF) generation, and
aggressive financial policy, reflected by its private-equity
ownership.  The group's "adequate" liquidity, in S&P's view, and
solid cash interest coverage partly offset these weakness.

S&P expects revenues to increase by 8% in 2013, after a 2%
decline in 2012, followed by a low-single-digit rise in 2014.
S&P bases its growth assumption on the payment segment, and
expect flat revenues in other segments.  Despite S&P's
anticipation of a stable reported EBITDA margin in the mid-teens,
it expects the Standard & Poor's-adjusted EBITDA margin, after
deducting capitalized development and restructuring costs, to
remain in the 10%-11% range in the next 12 months, compared with
10.5% in 2012.

S&P sees the cash conversion of Oberthur Technologies' EBITDA
into FOCF remaining low because of significant interest expense,
capital expenditures, and restructuring costs.  S&P estimates the
group's ratio of funds from operations (FFO) to debt at less than
5% and FOCF at about breakeven in 2013 and 2014.  S&P sees solid
cash interest coverage by EBITDA of about 2.8x over the same
period.

S&P expects a high adjusted leverage ratio (debt to EBITDA) of
about 14x-15x, and a senior-debt leverage ratio of 6x in 2013-
2014 (excluding its adjustments, notably for shareholder loans).
S&P thinks any material deleveraging will be difficult to achieve
over the next two years.

The stable outlook reflects S&P's view that Oberthur Technologies
will maintain adequate liquidity and that its FOCF will not be
significantly negative over the next 12 months.

S&P could raise the ratings if FOCF increased gradually to about
EUR30 million.

Rating downside seems remote at this stage.  However, S&P's
reassessment of the group's business risk profile could put
pressure on the rating; this could be the case if revenues or the
EBITDA margin declined, for instance on competitive pressure.



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H U N G A R Y
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HUNGARY: Moody's Says Creditworthiness Constrained by Debt Burden
-----------------------------------------------------------------
In a report published, Moody's Investors Service says that
Hungary's Ba1 government bond rating and negative outlook reflect
the economy's limited medium-term growth prospects, which are
likely to complicate the government's efforts to reduce its
substantial debt burden. These concerns are balanced by credit
strengths such as Hungary's wealth levels, its economic and
financial integration with Europe and its predominantly foreign-
owned banking sector, which currently limits contingent
liabilities for the government.

The rating agency's report is an annual update to the markets and
does not constitute a rating action.

The first credit challenge for Hungary is its limited medium-term
growth potential, which remains constrained by structural factors
such as weak demographics, comparatively low labor participation
and a poor investment climate. Gross fixed capital formation has
just started to register positive growth after contracting for
over the past 17 consecutive quarters (until Q1 2013, year-on-
year), partly reflecting the adverse impact of an unpredictable
policy environment. A deleveraging banking sector along with low
profitability is a credit weakness, as it remains unsupportive of
economic growth.

The second credit challenge is the government's high debt levels,
which is estimated at 80.0% of GDP for 2013 and which exceed
those of its similarly rated peers. Although debt has stabilized,
its trajectory remains uncertain in the next few years as the
country is in an extended period of low growth. Moreover, the
economy's substantial refinancing needs and a large proportion of
external debt (both in foreign currency and domestic debt held by
non-residents) expose the economy to shifts in investor
sentiment.

Moody's indicates that downward pressure on the government bond
rating could arise if there is a reduction in the Hungarian
policymakers' commitment to containing the budget deficit to
below 3% of GDP and/or if additional measures are enacted that
deteriorate the growth path more severely than Moody's
anticipates. Furthermore, policies which affect the banking
sector negatively and have an effect on the growth environment
could also yield downward pressure on the rating. Moody's would
consider stabilizing the outlook on the rating if there is a
resumption of robust economic growth, which would place the debt
trend on a sustained downward path.



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ALFA HOLDING: Fitch Rates Upcoming Sr. Loan Notes 'BB+(EXP)'
------------------------------------------------------------
Fitch Ratings has assigned Alfa Holding Issuance plc's (AHI)
upcoming CHF senior issue of limited recourse loan participation
notes an expected 'BB+(EXP)' rating.

AHI, an Irish SPV issuing the bonds, will on-lend the proceeds to
Cyprus-based ABH Financial Limited's (ABHFL, BB+/Stable), as the
ultimate borrower under the notes.

The final rating is contingent on the receipt of final documents
conforming to information already provided.

Key Rating Drivers:

The rating of the issue is driven by ABHFL's Long-term Issuer
Default Rating (IDR) of 'BB+'. The issue will not be guaranteed
by Alfa Bank (BBB-/Stable), a main operating subsidiary of ABHFL.
However, there is a cross-default clause in some of Alfa Bank's
public obligations triggered by a default of ABHFL (with a
materiality threshold below the current issue expected size),
which will provide additional incentive for the bank to ensure
ABHFL meets its obligations.

The proceeds from the issue will be used by ABHFL mainly to
extend the tenor of external liabilities currently represented by
several issues of ECP notes with maturities in 4Q13-2014 and
therefore will not lead to an increase in the company's net
leverage.

The terms of the current issue contain a cross-default clause in
case of insolvency or default of Alfa Bank (with a materiality
threshold set above 3% of ABHFL's consolidated equity -- about
US$135 million at end-H113). There is also a covenant limiting
disposals, whereby ABHFL should not cease to control at least 50%
of Alfa Bank.

The rating of the issue (as well as that of ABHFL) is not capped
by Cyprus's Country Ceiling of 'B' due to the transaction
structure (and ABHFL's business overall) having minimum exposure
to the local operating risks.

Rating Sensitivities:

The rating of the issue is likely to move in tandem with ABHFL's
Long-term IDR, which in turn is currently notched down once from
that of Alfa Bank. However, if ABHFL significantly increases
leverage, which is currently not a base case expectation, both
ABHFL's and the issue ratings may be notched further down from
Alfa Bank's rating.


CAMDEN TAVERNS: High Court Appoints Interim Examiner
----------------------------------------------------
InsolvencyJournal.ie reports that in the High Court last week, an
interim examiner was appointed to Camden Taverns Limited and
related companies, Camden Street Properties Ltd. and Camden
Investments Ltd., the group which own and operate Flannery's pub
located in Dublin and employs 39 people.

The application of examiner would appear to have been a response
to the appointment of receiver, however Justice Mary Finaly
Geoghegan said she was satisfied to appoint an examiner on an
interim basis, InsolvencyJournal.ie relates.

It was reported that the companies ran into financial
difficulties due to an unsustainable level of debt, owing
approximately EUR11 million to Vanguard Property Finance Ltd., a
Dublin-based venture capital fund, InsolvencyJournal.ie
discloses.  This debt along with the decline in the pub trade had
resulted in the groups financial difficulties,
InsolvencyJournal.ie notes.

According to InsolvencyJournal.ie, an independent accountants
report stated the business has a reasonable prospect of survival
if certain steps were taken and the examiner is tasked with
putting together a scheme of arrangement which if supported by
the groups creditors and approved by the Court would allow the
business to continue to trade.

The matter is due before the Court again on Nov. 14,
InsolvencyJournal.ie discloses.


SIAC CONSTRUCTION: Seven Interested Parties in Takeover Bid
-----------------------------------------------------------
Irish Examiner reports that there are seven credible interested
parties in the race to acquire the construction firm, SIAC,
through the examinership process.

According to Irish Examiner, people familiar with the situation
said the bidders will be required to inject between EUR5 million-
EUR8 million into the firm.  All seven potential bidders have the
financial resources to make the investment, Irish Examiner says.

It is believed that all parties involved in the examinership
process are trying to get a deal in place before the Christmas
break, Irish Examiner states.  However, Irish Examiner notes that
the sources said the prospects of agreeing a deal before this
deadline are seen at about 50:50.

The 100-year-old construction firm was forced to apply for
examinership on Oct. 23 following a number of years of difficult
trading conditions in the Irish market and heavy losses incurred
through road building projects in Poland that ran into legal
trouble, Irish Examiner recounts.

Highlighting the scale of the downturn in the company's fortunes,
its turnover fell from EUR265 million in 2008 to EUR113 million
in 2012, Irish Examiner discloses.  Trade creditors are owed
EUR26.1 million and current liabilities stand at EUR4.5 million,
Irish Examiner states.  There are other liabilities totalling
EUR24.7 million, Irish Examiner says.  Polish creditors have
outstanding claims of EUR7.4 million, Irish Examiner notes.

There are nine companies in the SIAC group, which between them
employ 250, Irish Examiner discloses.  They owe their banks a
total of EUR42 million, according to Irish Examiner.

The nine companies are SIAC Construction Ltd.; SIAC Holdings
Ltd.; SIAC Holdings (Ireland) Ltd.; SIAC Bituminous Products
Ltd.; SIAC Butlers Steel Ltd.; Lilymount Ltd.; SIAC (Clondalkin)
Ltd.; SIAC Baldonnell Ltd. and SIAC Property Retailers Ltd.,
Irish Examiner relays.

SIAC Construction is an Irish building engineering company.


VALLAURIS II CLO: Moody's Lifts Rating on Class IV Notes to 'B1'
----------------------------------------------------------------
Moody's Investors Service has upgraded the following notes issued
by Vallauris II CLO PLC:

EUR52.3M Class II Senior Floating Rate Notes due 2022, Upgraded
to Aa1 (sf); previously on Jul 10, 2012 Upgraded to A1 (sf)

EUR25.4M Class III Mezzanine Deferrable Interest Floating Rate
Notes due 2022, Upgraded to Baa2 (sf); previously on Aug 23, 2011
Upgraded to Ba2 (sf)

EUR8.9M Class IV Mezzanine Deferrable Interest Floating Rate
Notes due 2022, Upgraded to B1 (sf); previously on Aug 23, 2011
Upgraded to Caa1 (sf)

Moody's also affirmed the rating of the Class I notes issued by
Vallauris II CLO PLC:

EUR187.8M Class I Senior Floating Rate Notes (current balance
outstanding: EUR55.9M) due 2022, Affirmed Aaa (sf); previously on
Jul 29, 2006 Definitive Rating Assigned Aaa (sf)

Vallauris II CLO plc, issued in July 2006, is a single currency
Collateralised Loan Obligation ("CLO") backed by a portfolio of
mostly high yield senior secured European loans. The portfolio is
managed by Natixis and Natixis Asset Management. This transaction
has passed the reinvestment period in July 2012.

Ratings Rationale:

According to Moody's, the rating actions taken on the notes are
primarily a result of significant deleveraging of the Class I
notes since the payment date on March 2013. Moody's notes that
the Class I notes have been paid down by approximately
EUR64.1 million (34.1% of the original balance) in the last
twelve months, of which EUR36 million (19.1% of the original
balance) of principal proceeds was applied to paydown the Class I
note on the payment date in September 2013. As a result of the
deleveraging the overcollateralization ratios have increased.
Moody's has taken such payment (not yet reflected in the Trustee
reported OC levels) into account in rating actions. As of the
latest trustee report dated September 2013, the Class II, Class
III and Class IV overcollateralization ratios are reported at
129.3%,109.93 and 104.3%, respectively, as compared to
123.09%,107.28 and 102.53%, respectively, 6 months ago.

Moody's also notes that the Class IV Notes are no longer
deferring interest and that all previously deferred interest has
been paid in full.

Moody's notes that the key model inputs used by Moody's in its
analysis, such as par, weighted average rating factor, diversity
score, and weighted average recovery rate, are based on its
published methodology and may be different from the trustee's
reported numbers. In its base case, Moody's analyzed the
underlying collateral pool to have a performing par of
EUR143 million, defaulted par of EUR9.5 million, a weighted
average default probability of 25.39% (consistent with a WARF of
3,249), a weighted average recovery rate upon default of 46.97%
for a Aaa liability target rating, a diversity score of 19 and a
weighted average spread of 4.01%. The default probability is
derived from the credit quality of the collateral pool and
Moody's expectation of the remaining life of the collateral pool.
The average recovery rate to be realized on future defaults is
based primarily on the seniority of the assets in the collateral
pool. For a Aaa liability target rating, Moody's assumed that
91.3% of the portfolio exposed to senior secured corporate assets
would recover 50% upon default, while the remainder non first-
lien loan corporate assets would recover 15%. In each case,
historical and market performance trends and collateral manager
latitude for trading the collateral are also relevant factors.
These default and recovery properties of the collateral pool are
incorporated in cash flow model analysis where they are subject
to stresses as a function of the target rating of each CLO
liability being reviewed.

In addition to the base case analysis described above, Moody's
also performed sensitivity analyses on key parameters for the
rated notes: Deterioration of credit quality of the collateral
pool -- Moody's considered the scenario where the WARF of the
portfolio was increased by 10% to 3,573. This scenario generated
model outputs that were up to one notch lower than in the base
case.

Moody's notes that this transaction is subject to a high level of
macroeconomic uncertainty, which could negatively impact the
ratings of the notes, as evidenced by 1) uncertainties of credit
conditions in the general economy and 2) the large concentration
of speculative-grade debt maturing between 2013 and 2015 which
may create challenges for issuers to refinance. CLO notes'
performance may also be impacted either positively or negatively
by 1) the manager's investment strategy and behavior and 2)
divergence in legal interpretation of CDO documentation by
different transactional parties due to embedded ambiguities.

Sources of additional performance uncertainties are described
below:

1) Portfolio Amortisation: The main source of uncertainty in this
transaction is whether delevering from unscheduled principal
proceeds will continue and at what pace. Delevering may
accelerate due to high prepayment levels in the loan market,
which may have significant impact on the notes' ratings.

2) Moody's also notes that around 38.77% of the collateral pool
consists of debt obligations whose credit quality has been
assessed through Moody's credit estimates. Large single exposures
to obligors bearing a credit estimate have been subject to a
stress applicable to concentrated pools as per the report titled
"Updated Approach to the Usage of Credit Estimates in Rated
Transactions" published in October 2009.

3) Recovery of defaulted assets: Market value fluctuations in
defaulted assets reported by the trustee and those assumed to be
defaulted by Moody's may create volatility in the deal's
overcollateralization levels. Further, the timing of recoveries
and the manager's decision to work out versus sell defaulted
assets create additional uncertainties. Moody's analyzed
defaulted recoveries assuming the lower of the market price and
the recovery rate in order to account for potential volatility in
market prices.

Moody's modelled the transaction using the Binomial Expansion
Technique, as described in Section 2.3.2.1 of the "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2013.

Under this methodology, Moody's used its Binomial Expansion
Technique, whereby the pool is represented by independent
identical assets, the number of which is being determined by the
diversity score of the portfolio. The default and recovery
properties of the collateral pool are incorporated in a cash flow
model where the default probabilities are subject to stresses as
a function of the target rating of each CLO liability being
reviewed. The default probability range is derived from the
credit quality of the collateral pool, and Moody's expectation of
the remaining life of the collateral pool. The average recovery
rate to be realized on future defaults is based primarily on the
seniority and jurisdiction of the assets in the collateral pool.

The cash flow model used for this transaction is Moody's CDOEdge
model.

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

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



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


ALITALIA SPA: Mulls 2,000 Job Cuts Under Savings Plan
-----------------------------------------------------
Tommaso Ebhardt and Daniele Lepido at Bloomberg News report that
Alitalia SpA Chief Executive Officer Gabriele Del Torchio is
preparing a savings plan that includes about 2,000 job cuts as
investors have until later this week to participate in a
EUR300 million (US$402 million) capital increase.

According to Bloomberg, three people familiar with the matter
said the proposal will be discussed by the carrier's board today,
Nov. 13, in Rome and may include early-retirement incentives and
a reduction of temporary workers.  The people said that the
measures are still being discussed and a final decision has not
yet been made, Bloomberg notes.

Alitalia, which employs about 14,000 people, posted operating
losses of EUR162 million in the first nine months as the company
carries out the capital increase as part of a EUR500 million
bailout package, Bloomberg discloses.  Air France-KLM, the
biggest shareholder with a 25% stake, has said Alitalia must
reduce its debt of about EUR813 million of debt before it would
invest further in the carrier, Bloomberg relates.

                         About Alitalia

Alitalia-Compagnia Aerea Italiana has navigated its way through
a successful restructuring.  After filing for bankruptcy
protection in 2008, Alitalia found additional investors, acquired
rival airline Air One, and re-emerged as Italy's leading airline
in early 2009.  Operating a fleet of about 150 aircraft, the
airline now serves more than 75 national and international
destinations from hubs in Fiumicino (Rome), Milan, Turin, Venice,
Naples, and Catania.  Alitalia extends its network as a member of
the SkyTeam code-sharing and marketing alliance, which also
includes Air France, Delta Air Lines, and KLM.  An Italian
investor group owns a majority of the company, while Air France-
KLM owns 25%.



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


KAZAKH AGRARIAN: S&P Rates Proposed KZT10BB Sr. Unsec. Bond 'BB+'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it had assigned its
'BB+' long-term issue rating and 'kzAA-' Kazakhstan national
scale rating to the proposed Kazakhstani tenge (KZT) 10 billion
(about US$65 million) senior unsecured bond to be issued in
December 2013 by Kazakh Agrarian Credit Corp. (KACC;
BB+/Stable/B; Kazakhstan national scale 'kzAA-').  KACC is the
Kazakhstan government's tool for providing cheap lending to the
agricultural sector.

KACC is issuing the bond under its KZT30 billion second issuance
program.  The bond will have a maturity of three years and will
bear a 7% fixed interest rate with semiannual coupon payments
during this period.

The ratings on the bond mirror those on the issuer.

The ratings on KACC reflect its stand-alone credit profile, which
S&P assess at 'b+', and its opinion of a "high" likelihood of
timely and sufficient extraordinary support from the Kazakh
government in the event of financial distress.



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


UKIO BANKO: UAB Bankroto to Begin Winding Up Proceedings
--------------------------------------------------------
BBC News reports that a liquidator has been appointed for Ukio
Banko Investicine Grupe or UBIG, the parent company of The Hearts
of Midlothian Football Club.

Following a series of courtroom postponements, UAB Bankroto
Administravimo Paslaugos will now begin winding up UBIG, the
Lithuania-based company which holds 50% of shares in the Hearts
Club.

Hearts entered administration in June, with fans' group
Foundation of Hearts named the preferred bidder in August, BBC
relays.

The Club's creditors will be given the chance to accept an offer
for the club worth GBP2.5 million on Nov. 22, BBC discloses.

"We welcome [Mon]day's news," BBC quotes FoH spokesman Ian Murray
MP as saying.  "It's another step forward in the process towards
giving Hearts a new start.

"We are hopeful that things will continue to progress ahead of
the CVA [Company Voluntary Arrangement] meeting."

UBIG, which was controlled by former Hearts owner Vladimir
Romanov, had its assets frozen in April after declaring
insolvency, BBC recounts.



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


CRC BREEZE: Fitch Affirms 'CCC' Rating on EUR30MM Class B Notes
---------------------------------------------------------------
Fitch Ratings has affirmed CRC Breeze Finance S.A.'s (Breeze2)
class A and class B as follows:

  EUR219m class A (XS0253493349) affirmed at 'B'; Outlook Stable

  EUR30m class B (XS0253496441) affirmed at 'CCC'

The rating affirmation reflects the steady performance of the
wind farms in 2013 with plant availability largely stable at
around 96% and operating costs in line with budget. Wind
conditions during most of 2013 were weaker than in the previous
two years and broadly in line with 2010, the weakest year so far,
putting significant strain on the project's liquidity.

Key Rating Drivers:

Revenue Risk-Volume

The initial wind study grossly overestimated the project's wind
resource and as a result a new study was commissioned in 2009,
which revised down the wind forecast. In 2011 and 2012 the
project exceeded the revised P90, but fell short of the revised
P50. As such the project's liquidity position remains tight and
is not expected by Fitch to improve materially.

Furthermore the variability of wind yield during the year,
coupled with the uniform principal repayment amount at the May
and November payment dates, results in the company being unable
to service its class B notes fully at the November payment date.

(Weaker)

Revenue Risk-Price

The wind farms are remunerated through fixed feed-in-tariffs
embedded in German and French energy regulations. Limited
exposure to merchant prices (approximately10% of the portfolio's
generation capacity increasing to 23% at the last payment date)
in the last three to four years stems mainly from the shorter
period over which French tariffs are fixed (15 years from
commencement of operation compared with 20 years for German
projects).

(Midrange)

Operation Risk

The key operational risk is the increase of maintenance and
repair costs as the turbines age. Fitch notes that increases in
operating cost have been factored into the project's financial
projections. However unexpected technical failures, such as
gearbox breakdowns, can impact negatively Breeze 2's ability to
service debt, in particular, if the failure coincides with weak
wind yield.

Breeze 2 aims to make efficiency savings by concentrating wind
farm management in a single entity (Theolia). This is, however,
subject to trustee approval, which has not been granted to date.
The company also plans to strengthen protection from turbine
unavailability accidents through tighter insurance and O&M
contractual provisions.

(Weaker)

Debt Structure

Payments on the class B are deferrable and are fully subordinated
to the payment of interest and the repayment of principal on
class A. The amount currently deferred on class B is EUR13.5m.
Fitch does not expect that the borrower will be in the position
to pay back this amount, nor possible future additional deferred
amounts, unless energy production consistently and materially
exceeds the historical average. Due to the class A debt service
reserve account's (DSRA) structural subordination to class B debt
service Breeze's class A debt reserve will not be replenished
(EUR2.2 million were drawn in 2009) as long as class B deferrals
remain outstanding. Class B DSRA was fully eroded in the same
year.

(Midrange - Class A; Weaker - Class B)

Rating Sensitivities:

The rating could be downgraded as a result of weak wind
conditions, a material decline of the turbines' availability
and/or a lasting increase in O&M costs above the company's
current expectations.

Wind yield at or above P50 enabling the project to repay the
deferred class B principal and replenish the class A DSRA may
lead to a rating upgrade.

Summary Of Credit:

Breeze 2 is a Luxembourg special purpose vehicle that issued
three classes of notes on May 8, 2006 for an aggregate issuance
amount of EUR470 million to finance the acquisition and
completion of a portfolio of wind farms located in Germany and
France, as well as establishing various reserve accounts. The
notes are scheduled to be repaid from the cash flow generated by
the sale of the energy produced by the wind farms, mainly under
regulated tariffs.

A change of control took place in January 2013, when Theolia
acquired 70% of class C from International Power and Theolia's
CEO was appointed as Managing Director of Breeze 2. This resulted
in temporary disruption of information flows with significant
delays in receiving quarterly performance reports and the 2012
financial statements, which remain outstanding. Fitch will also
monitor possible changes in Breeze 2's operational performance as
the new management adjusts its business strategy.



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


DRYDEN XXVII: S&P Affirms 'BB+' Rating on Class E Notes
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its credit ratings on
Dryden XXVII Euro CLO 2013 B.V.'s EUR300.0 million fixed-and
floating-rate class A-1A, A-1B, B-1A, B-1B, C-1A, C-1B, D, and E
notes following the transaction's effective date as of Sept. 12,
2013.

Most European cash flow collateralized loan obligations (CLOs)
close before purchasing the full amount of their targeted level
of portfolio collateral.  On the closing date, the collateral
manager typically covenants to purchase the remaining collateral
within the guidelines specified in the transaction documents to
reach the target level of portfolio collateral.  Typically, the
CLO transaction documents specify a date by which the targeted
level of portfolio collateral must be reached.  The "effective
date" for a CLO transaction is usually the earlier of the date on
which the transaction acquires the target level of portfolio
collateral, or the date defined in the transaction documents.
Most transaction documents contain provisions directing the
trustee to request the rating agencies that have issued ratings
upon closing to affirm the ratings issued on the closing date
after reviewing the effective date portfolio (typically referred
to as an "effective date rating affirmation").

An effective date rating affirmation reflects S&P's opinion that
the portfolio collateral purchased by the issuer, as reported to
S&P by the trustee and collateral manager, in combination with
the transaction's structure, provides sufficient credit support
to maintain the ratings that S&P assigned on the transaction's
closing date.  The effective date reports provide a summary of
certain information that S&P used in its analysis and the results
of its review based on the information presented to S&P.

S&P believes the transaction may see some benefit from allowing a
window of time after the closing date for the collateral manager
to acquire the remaining assets for a CLO transaction.  This
window of time is typically referred to as a "ramp-up period."
Because some CLO transactions may acquire most of their assets
from the new issue leveraged loan market, the ramp-up period may
give collateral managers the flexibility to acquire a more
diverse portfolio of assets.

For a CLO that has not purchased its full target level of
portfolio collateral by the closing date, S&P's ratings on the
closing date and prior to its effective date review are generally
based on the application of its criteria to a combination of
purchased collateral, collateral committed to be purchased, and
the indicative portfolio of assets provided to S&P by the
collateral manager, and may also reflect its assumptions about
the transaction's investment guidelines.  This is because not all
assets in the portfolio have been purchased.

"When we receive a request to issue an effective date rating
affirmation, we perform quantitative and qualitative analysis of
the transaction in accordance with our criteria to assess whether
the initial ratings remain consistent with the credit enhancement
based on the effective date collateral portfolio.  Our analysis
relies on the use of CDO Evaluator to estimate a scenario default
rate at each rating level based on the effective date portfolio,
full cash flow modeling to determine the appropriate percentile
break-even default rate at each rating level, the application of
our supplemental tests, and the analytical judgment of a rating
committee," S&P said.

"In our published effective date report, we discuss our analysis
of the information provided by the transaction's trustee and
collateral manager in support of their request for effective date
rating affirmation.  In most instances, we intend to publish an
effective date report each time we issue an effective date rating
affirmation on a publicly rated European cash flow CLO," S&P
added.

On an ongoing basis after S&P issues an effective date rating
affirmation, it will periodically review whether, in its view,
the current ratings on the notes remain consistent with the
credit quality of the assets, the credit enhancement available to
support the notes, and other factors, and take rating actions as
it deems necessary.

RATINGS LIST

Dryden XXVII Euro CLO 2013 B.V.
EUR300 Million Fixed- And Floating-Rate Notes

Ratings Affirmed

Class                                Rating

A-1A                                 AAA (sf)
A-1B                                 AAA (sf)
B-1A                                 AA (sf)
B-1B                                 AA (sf)
C-1A (deferrable)                    A (sf)
C-1B (deferrable)                    A (sf)
D (deferrable)                       BBB (sf)
E (deferrable)                       BB+ (sf)


NETHERLANDS: 743 Businesses & Institutions Declared Bankrupt
------------------------------------------------------------
CBS-Statistics Netherlands reports that in October this year, 743
businesses and institutions (excluding one-man businesses) were
declared bankrupt, i.e. 147 more than in September when the
number of bankruptcies reached the lowest level so far in 2013.

According to CBS - Statistics Netherlands, most businesses and
institutions declared bankrupt in October were active in the
sectors trade (173), construction (97) and specialist business
services (86).  The increase in the number of bankruptcies is due
to the extra day courts were in session in October, CBS -
Statistics Netherlands says.

The bankruptcy rate over the first ten months of 2013 was high;
7,097 businesses and institutions were declared bankrupt, a 14%
growth relative to the same period last year, CBS - Statistics
Netherlands notes.



===============
P O R T U G A L
===============


PORTUGAL: Moody's Changes Outlook on Ba3 Bond Rating to Stable
--------------------------------------------------------------
Moody's Investors Service has changed the outlook on the Ba3
government bond rating of Portugal to stable from negative.
Concurrently, Moody's has affirmed Portugal's Ba3 rating.

The key drivers of the outlook change are the following:

(1) The improving trend in Portugal's fiscal position and the
government's commitment to fiscal consolidation, as confirmed in
the recently presented 2014 budget. Moody's expects that the
general government debt ratio will start to decline, albeit
slowly, from an elevated level of close to 129% of GDP (2013F)
from 2014 onwards.

(2) The slowly improving economic outlook, both in the short and
medium term. Recent data releases indicate a stabilization of the
economy, with exports continuing to grow and the unemployment
rate declining from its very high level. The broad structural
reforms that the Portuguese authorities have undertaken in the
context of the Troika support program should support the
country's economic growth in the medium term.

(3) The reduced risk of a debt restructuring given the marked
improvement in Portugal's liquidity position and its likely
access to official creditor support beyond the end of the current
program in June 2014. More specifically, Moody's expects that
Portugal would be able to obtain a credit line from the European
Stability Mechanism (ESM) to support its market access if
required.

Rationale For Outlook Change:

Progress In Reducing Budget Deficit And Stabilizing General
Government Debt:

The first driver behind Moody's change in Portugal's rating
outlook is the government's progress in restoring its financial
solvency, as reflected by its ongoing fiscal consolidation. The
government's recently presented 2014 budget envisages a reduction
in the general government deficit to 4% of GDP, in line with the
country's commitment to its international creditors. Based on the
government's budget execution record up until September, this
year's budget target (deficit of 5.5% of GDP under the Troika
support program definition, 5.9% of GDP according to Eurostat's
definition) is also likely to be within reach.

Portugal's significant fiscal effort under its external support
program has led to a near-halving of the budget deficit since
2009. Moreover, the primary balance is likely to record a surplus
in 2014 for the first time since 1997. As a result, Moody's
expects that the general government debt-to-GDP ratio will start
to decline next year for the first time since 2007.

More Positive Growth Prospects Than Previously Expected:

Moody's decision to change Portugal's rating outlook to stable is
also informed by the signs of stabilization in the Portuguese
economy after nearly three years of recession. The rating agency
expects moderate but positive GDP growth of 0.7% in 2014.
Unemployment has also started to decline over the past few months
and stood at 16.3% in September 2013, down from a peak of 17.7%
in January 2013. Moreover, the external sector continues to
perform well, with goods and services exports increasing by 4%
year-on-year from January to August. The current account has
moved into surplus, which Moody's expects to increase further to
1% of GDP in 2014. An important part of the country's success
lies in the exploitation of export markets outside the EU. That
being said, Portugal is also expected to benefit from the
recovery in Spain, its key trading partner, and the euro area as
a whole. Over the medium term, the broad structural reforms that
the Portuguese authorities have been implementing in the context
of the support program, are likely to have a positive impact on
economic growth, although this is difficult to quantify at this
stage.

Strengthened Liquidity Position And Continued Support From
Portugal's Official Creditors Reduce Risk Of A Debt
Restructuring:

The third driver is Portugal's improved liquidity position and
access to private sector funding, which also partially reduces
the country's risk of contagion from negative events elsewhere in
the euro area. The government's liquidity position has been
boosted by the successful issuance of medium- and long-term debt
this year as well as by continuing disbursements under the EU/IMF
program.

While Portugal's borrowing requirements will be relatively large
in 2014 and even more so in 2015, Moody's expects the
government's market access to be supported by the availability of
further official funding, if needed. In fact, the Troika of
international lenders (EU, IMF and ECB) has repeatedly stressed
that it would continue to provide financial support as long as
Portugal continues to meet the targets under its adjustment
program.

Moody's also notes that the extension earlier in 2013 of
maturities on EFSF and EFSM loans by seven years has
significantly improved Portugal's maturity profile over the
coming years and is a further indication of external support. In
light of this, Moody's considers the risk of a restructuring of
private-sector debt to have receded.

What Could Move The Rating Up/Down:

Upward pressure would develop on Portugal's sovereign ratings if
the government was able to regain full access to private capital
markets, with or without an official backstop, and if the
government was to continue to meet its fiscal consolidation
targets such that its very high government debt ratio would
clearly indicate a declining trend. Conversely, downward pressure
would develop on Portugal's government rating and/or rating
outlook if the country's fiscal-consolidation process was to slow
down significantly and led to an increase in its debt.

GDP per capita (PPP basis, US$): 23,047 (2012 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): -3.2% (2012 Actual) (also known as
GDP Growth)

Inflation Rate (CPI, % change Dec/Dec): 1.9% (2012 Actual)

Gen. Gov. Financial Balance/GDP: -6.4% (2012 Actual) (also known
as Fiscal Balance)

Current Account Balance/GDP: -2% (2012 Actual) (also known as
External Balance)

External debt/GDP: [not available]

Level of economic development: Moderate level of economic
resilience

Default history: No default events (on bonds or loans) have been
recorded since 1983.

On November 5, 2013, a rating committee was called to discuss the
rating of the Portugal, Government of. The main points raised
during the discussion were: The issuer's economic fundamentals,
including its economic strength, have not materially changed. The
issuer's institutional strength/ framework, have not materially
changed. The issuer's fiscal or financial strength, including its
debt profile, has improved somewhat. The issuer has become
somewhat less susceptible to event risks. Other views raised
included: The issuer's governance and/or management, have not
materially changed. The systemic risk in which the issuer
operates has not materially changed.



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


BRUNSWICK RAIL: Moody's Changes Outlook on 'Ba3' CFR to Negative
----------------------------------------------------------------
Moody's Investors Service has changed to negative from stable the
outlook on the Ba3 corporate family rating (CFR) and Ba3-PD
probability of default rating (PDR) of Brunswick Rail Limited
(BRL), as well as on the Ba3 senior unsecured rating assigned to
the US$600 million Eurobond issued by Brunswick Rail Finance
Limited and guaranteed by BRL's key operating subsidiaries.
Concurrently, Moody's has affirmed these ratings.

Ratings Rationale:

The change of outlook on the ratings to negative reflects
uncertainty over the pace of recovery for BRL's financial
metrics, which deteriorated beyond the thresholds that Moody's
had set for the company's current rating, as a result of a
weakened market environment.

As of June 2013, BRL's last-12-months revenue and EBITDA weakened
as a result of a downturn in the freight rail transportation
market in Russia, along with a US$6 million bad debt provision
made in first half 2013. Although BRL's EBITDA margin remained
relatively high at 66% as of June 2013 (albeit reduced compared
with 75% as of year-end 2012), in absolute terms the company's
EBITDA declined by 16% compared with that in 2012. This raised
leverage to 4.2x adjusted debt/EBITDA as of June 2013, from 3.6x
as of year-end 2012. In addition, BRL's EBIT interest coverage
and retained cash flow (RCF)/debt decreased to 1.2x and 13.9%,
respectively, as of June 2013 from 1.6x and 20.4%, respectively,
as of year-end 2012 (all metrics are Moody's adjusted).

Given BRL's ambitious growth strategy, which anticipates the
expansion of its fleet to 40,000 railcars by 2018 (from current
24,119) and which Moody's expects to be substantially debt-
financed, the rating agency views the company's potential for
improving its financial metrics as limited. If BRL were to raise
material new debt to finance its capital expenditure (capex) over
the next 12-18 months, while its earnings and cash flow
generation were to remain suppressed by the weak market
environment, the company's leverage would likely sustainably
remain above 4.0x, EBIT interest coverage below 2.0x and RCF/debt
below 20%, which are the thresholds for its current rating (all
metrics are Moody's adjusted).

In addition to a weakened market environment and uncertainty over
the pace of recovery of BRL's financial metrics, the rating
continues to reflect the company's (1) small size on a global
scale; (2) substantial customer concentration; and (3) overall
exposure to an emerging market operating environment with a less-
developed regulatory, political and legal framework.

More positively, BRL's rating factors in the company's (1) robust
cash-generating business model, underpinned by the medium-term
nature of the company's lease contracts and strong customer base;
(2) strong profitability; (3) potential for growth as a result of
the unsaturated freight railcar operating lease market in Russia;
(4) modern railcar fleet, which has an average age of five years
and requires low maintenance capex; and (5) expansion capex
flexibility.

As of September 2013, BRL had sufficient liquidity to service its
debt obligations over the next 12 months. However, the company is
likely to need new external funding to repay around $100 million
of debt maturing in October 2014. Moody's will closely monitor
BRL's progress in addressing the related refinancing risk, which
the rating agency currently views as manageable.

What Could Change The Rating Up/Down:

Moody's does not envisage positive pressure being exerted on the
rating in the next 12-18 months. The rating agency could consider
changing the outlook on the current rating to stable if (1) the
company manages to reinstate its financial metrics, including
reducing its debt/EBITDA to below 4.0x, increasing EBIT/interest
to above 2.0x and RCF/debt to above 20% on a sustainable basis;
and (2) there is an evidence of the company being able to defend
its tariff positioning and margins in new and renewed contracts
with customers.

Conversely, negative pressure could be exerted on the rating if
(1) BRL's financial metrics do not demonstrate a clear recovery
trend such that debt/EBITDA decreases below 4.0x, EBIT/interest
increases above 2.0x and RCF/debt above 20% over the next 12-18
months on a sustainable basis; or (2) there is a material
deterioration in the company's liquidity. The rating could also
come under negative pressure if there is ongoing material market
deterioration or signs of worsening payment discipline by key
customers, which could exert further pressure on BRL's operating
performance and financial metrics.

Brunswick Rail Limited (BRL) is one of the largest companies
specializing in operating leasing of freight railcars in Russia.
As of June 2013, BRL had a fleet of 24,119 railcars and generated
last-12-months revenue of US$290 million. BRL was incorporated in
Bermuda in 2004 as a private group. Its shareholders are
institutional and individual investors, none of which have a
controlling stake. BRL provides freight railcars to large Russian
industrial groups and railcar operators under multi-year
operating lease contracts.


CREDIT BANK: Fitch Lifts Long-term IDRs to 'BB'; Outlook Stable
---------------------------------------------------------------
Fitch Ratings has upgraded the Long-term Issuer Default Ratings
(IDRs) of Russia-based Credit Bank of Moscow (CBM) to 'BB' from
'BB-' and Bank Zenit (Zenit) to 'BB-' from 'B+'. The agency has
also affirmed the Long-term IDRs of Promsvyazbank and Bank Saint-
Petersburg (BSP) at 'BB-'. The Outlook on all four banks is
Stable. A full list of rating actions is at the end of this
commentary.

Key Rating Drivers - CBM's IDRs, VR and National Rating:

The upgrade of CBM's ratings reflects (i) the extended track
record of better-than-peers asset quality, profitability and
capitalization; (ii) the reduced concerns about the quality of
CBM's capital due to moderation of related party lending and
improvement of the quality of the latter; and (iii) the
broadening of the banks franchise and client base on both sides
of the balance sheet.

At the same time, CBM's ratings continue to reflect (i) the
weaker than peers funding profile, as reflected by higher funding
costs and greater reliance on wholesale debt; (ii) the somewhat
weaker than peers credit quality of the recently grown retail
loan book, although performance is still reasonable on a
risk/return basis; and (iii) risks related to CBM's rapid loan
growth in recent years, although these are offset by the
predominantly short-term and fast-amortizing nature of most
corporate lending.

CBM's non-performing loans (NPLs; 90 days overdue) were a
moderate 1% of the portfolio at end-1H13. Fitch's review of CBM's
largest loan exposures suggests that the financial performance of
most borrowers and/or collateral quality is generally
satisfactory. Fitch's comfort increased with respect to the
exposure to a large agricultural business which could be related
to other business interests of CBM's shareholder (RUB5 billion,
or 12% of end-1H13 Fitch core capital (FCC), down by RUB2.5
billion compared with end-1H12) due to the improved financial
profile of the group, as reflected in its reasonable
profitability in 1H13.

Despite rapid loan growth (40% in 9M13), Fitch believes the
corporate portfolio is reasonably seasoned, as the bulk of the
largest loans are short-term working capital facilities to
prominent Moscow-based wholesale and retail trade businesses. At
the same time, some of these companies are highly leveraged,
which may elevate risks in a stress scenario. CBM's exposure to
construction and real estate (34% of end-1H13 FCC) is also not
high risk, in Fitch's view, as the underlying projects are
reasonably valued and rather liquid. There is also a positive
track record of property sales and loans repayments.

CBM's unsecured retail lending (1x of 1H13 FCC; mostly channeled
to salaried individuals and employees of its corporate clients)
has performed somewhat more weakly than its peers, reflected in
NPL origination of 7.8% (annualized) of the average retail
portfolio in 1H13. However, quite high loan yields and
considerable insurance-related fee income mean that this product
was still profitable.

CBM's funding remains a rating weakness due to high funding costs
(7.5% in 1H13) and considerable wholesale funding (the
loans/deposits ratio rose to a high 130% at end-1H13). As a
moderate mitigating factor, CBM's near-term refinancing schedule
is favorable, with only a moderate RUB47 billion of wholesale
repayments by end-2014 compared with a sizable RUB85 billion
liquidity buffer (sufficient to withstand a 16% decrease in
customer funding at end-3Q13 after adjusting for wholesale
repayments).

CBM's capitalization is adequate as expressed by its 12.9% FCC
ratio at end-1H13. Fitch estimates that CBM's regulatory capital
(ratio of 13.5% at end-3Q13) is sufficient to create additional
reserves equaling to 4% of end-3Q13 loan book. A further 6% of
credit losses could be absorbed through CBM's solid pre-
impairment profit (annualized pre-impairment ROAE of 37% in
1H13), which is underpinned by good cost control and decent fee-
generating capacity.

Rating Sensitivities - CBM's IDRs, VR and National Rating:

A further upgrade of CBM's ratings would require a marked
decrease in funding costs, reduced reliance on wholesale funding,
moderation of loan growth and an extended track record of decent
asset quality and reasonable performance.

CBM's ratings could be downgraded if there was a marked downturn
in the Russian economy, and it resulted in significant asset
quality deterioration and/or a liquidity squeeze at CBM.
Additional downside pressure on CBM's ratings could stem from a
further sharp deterioration in the retail portfolio's performance
or a significant increase in refinancing risks.

Key Rating Drivers - Zenit's IDRs, VR And National Ratings:

The upgrade of Zenit's ratings reflects Fitch's revised
assessment of the bank's risk profile relative to peers. Zenit's
credit profile is supported by its broad franchise, limited
appetite for rapid growth and quite stable performance. The
bank's close connections with oil company Tatneft (BB+/Stable;
its minority shareholder) are beneficial for Zenit's funding,
capital and customer acquisition, althouh support from Tatneft is
not factored into ratings due to the latter's only minority stake
in Zenit and the non-strategic nature of this investment.

At the same time, the ratings continue to reflect the relatively
high risk profile of Zenit's loan book, and in particular its
focus on long-term lending to construction and real estate
projects, associated with high completion risks. The ratings are
further constrained by the bank's only moderate profitability and
capital, although the latter is currently sufficient to absorb a
mild deterioration in the weaker asset exposures.

The bank reported moderate NPLs of 3.7% at end-1H13, with
restructured exposures comprising a further 6.4% of gross loans.
These moderate impairment levels are partially supported by the
quite unseasoned loan portfolio, in particular with regards to
exposures to real estate development companies (equal to a high
120% of FCC at end-1H13), many of which have relatively high
completion risks, in Fitch's view. Concentrations by borrower
remained significant, with the 20 largest exposures representing
28% of total book (or 1.9x of FCC).

At end-H113, the FCC ratio (based on consolidated accounts) was a
moderate 10.4%, while the standalone regulatory Tier 1 capital
ratio was 7.3% at end-9M13, affected by deductions of investments
in subsidiary banks (the total regulatory capital ratio was a
more solid 13.4%). Fitch calculates that Zenit's could have
increased its statutory impairment reserves to 8.3% of total
loans (from 4.5% currently) without breaching regulatory capital
requirements, which is an only moderate level in light of the
long-term nature of the portfolio and some higher-risk exposures
among the largest loans. Due to a moderate net interest margin
(at 3.6%, the lowest for the peer group), Zenit's pre-impairment
profit (annualized, equal to 2.7% of average loans in H113)
provides only a modest additional cushion against further
potential problems.

Liquidity is currently comfortable, with highly liquid assets
equal to 41% of customer accounts at end-9M13. The loans/deposits
ratio stood at 120% at end-1H13, although this would have been
closer to 100% if adjusted for promissory notes issues to
corporate customers.

Rating Sensitivities - Zenit's IDRs, VR and National Rating:

Potential for a further upgrade of Zenit's ratings is currently
limited, but an improvement of asset quality (particularly a
reduction in long-term real-estate development loans and recovery
of restructured exposures) would be positive for the bank's
credit profile. If high impairment losses caused a deterioration
of capitalization, the ratings could be downgraded.

Key Rating Drivers - PSB's IDRs and VR:

The affirmation of PSB's Long-term IDRs at 'BB-' reflects Fitch's
view of the bank's weak capitalization and the potentially larger
impairment reserves which may be required for some of its weakly
secured and poorly performing loans. At the same time, the
ratings benefit from PSB's currently reasonable pre-impairment
performance, well-diversified funding, comfortable liquidity and
the recent asset quality improvement.

The capital position remains rather tight, as reflected in the
FCC/weighted risks ratio of 10.4% at end-1H13 and the total
regulatory capital ratio of 12.1% at end-3Q13. The latter was
only sufficient for PSB to cover another RUB12 billion of
potential loan impairment (2% of gross loans), although the
bank's loss absorption capacity was additionally supported by
healthy pre-impairment profit (equal to 3.3%, annualized, of
average loans in 1H13) and some deleveraging capability. Fitch
does not expect material new equity contributions in the near
future.

Asset quality has improved in recent years as a result of problem
loan write-offs, sales and restructuring, resulting in a decrease
in NPLs to 3.3% of gross loans (wholly reserved) at end-1H13 from
13% at end-2009. However, restructured loans were significant and
the quality of the bulk of bank's total exposure to the forestry
sector of RUB31 billion (5.9% of loans or 46% of FCC at end-
1H13), remains weak because of delayed project launches, the lack
of hard collateral, high interest accrued but not paid and
recently provided significant additional financing.

PSB remains highly exposed to the real estate sector through its
loan book (1.4x FCC at end-1H13) despite some recent reduction in
this portfolio. The risks relating to large restructured real
estate loans are mitigated by project diversity, mostly solid
hard collateral and the typically high level of project
completion. After divesting some of its real estate assets, the
bank continues to hold an investment (16% of FCC at end-1H13) in
part of an office building near the Moscow City business
district; Fitch believes this is valued reasonably, given its
premium location and the high stage of completion.

Capitalization is further moderately weakened by lending to
related parties, although this has been stable for a number of
years (17% of FCC at end-1H13) as the main affiliated parties
have enjoyed access to third-party financing.

Liquidity is comfortable given the ample liquid assets, limited
amount of near-term wholesale repayments, granular customer and
interbank deposits, the long-standing access to capital markets
and the central bank's funding available in case of a systemic
stress. PSB's highly liquid assets (cash, short-term bank
placements and bonds eligible for refinancing with the Central
Bank) at end-1H13 totaled RUB146 billion, equal to 33% of
customer deposits or 3.4x total bond repayments in 2014 and 2015
(US$653 million and US$659 million, respectively).

Rating Sensitivities - PSB's IDRs and VR:

PSB's Long-term IDRs and VR could come under downward pressure
should capitalization decline due to weakened asset quality or
rapid growth. An upgrade would require a material improvement in
corporate loan quality and more solid provisioning levels for the
bank's higher-risk exposures.

Key Rating Drivers and Sensitivities - BSPB's IDRs, VR, and
National Rating:

The affirmation of BSPB's ratings reflects the absence of any
significant changes in the bank's profile since the ratings were
assigned on October 3, 2013. The ratings reflect the bank's
significant franchise in St. Petersburg, its moderate growth,
well-managed liquidity and low market risk. The ratings also
reflect the modest capital position, the relatively high level of
problematic exposures and modest performance.

The ratings could be downgraded in case of a marked deterioration
of the operating environment resulting in erosion of asset
quality and capitalization if not compensated by fresh equity
injections. A significant increase in risk appetite could also be
rating negative.

Key Rating Drivers and Sensitivities - All Banks' Senior
Unsecured and Subordinated Debt:

The banks' senior unsecured debt is rated in line with their
Long-term IDRs and National Ratings (for domestic debt issues),
reflecting Fitch's view of average recovery prospects, in case of
default. The subordinated debt ratings of CBM, PSB and BSPB are
notched once off their VRs (the banks' VRs are in line with their
Long-term IDRs) in line with Fitch's criteria for rating these
instruments.

Any changes to the banks' Long-term IDRs and National Ratings
would likely impact the ratings of both senior unsecured and
subordinated debt.

Key Rating Drivers and Sensitivities - All Banks' Support Ratings
and Support Rating Floors:

The '5' Support Ratings of CBM, BSPB and Zenit reflect Fitch's
view that support from the banks' private shareholders cannot be
relied upon. The Support Ratings and Support Rating Floors of 'No
Floor' also reflect the fact that support from the Russian
authorities, although possible given the banks' significant
deposit franchises, is not factored into the ratings due to the
banks' still small size and lack of overall systemic importance.

PSB's Support Rating Floor of 'B' and Support Rating of '4'
reflect Fitch's view of the moderate probability of government
support given the bank's moderate systemic significance and broad
customer deposit base.

Acquisition of any of the banks by a financially stronger
institution (currently viewed as unlikely by Fitch) could lead to
an upgrade of its Support Rating.

The rating actions are as follows:

CBM:

  Long-term foreign and local currency IDRs: upgraded to 'BB'
   from 'BB-', Outlook Stable
  Short-term IDR: affirmed at 'B'
  Viability Rating: upgraded to 'bb' from 'bb-'
  Support Rating: affirmed at '5'
  Support Rating Floor: affirmed at 'No Floor'
  National Long-term rating: upgraded to 'AA-(rus)' from
   'A+(rus)'; Outlook Stable
  Senior unsecured debt (including that issued by CBOM Finance
   PLC (Ireland)): upgraded to 'BB' from 'BB-'
  Senior unsecured debt National Rating: upgraded to 'AA-(rus)'
   from 'A+(rus)'
  Subordinated debt (issued by CBOM Finance PLC (Ireland)):
   upgraded to 'BB-' from 'B+'

Zenit:

  Long-term foreign and local currency IDRs: upgraded to 'BB-'
   from 'B+', Outlook Stable
  Short-term IDR: affirmed at 'B'
  Viability Rating: upgraded to 'bb-' from 'b+'
  Support Rating: affirmed at '5'
  Support Rating Floor: affirmed at 'No Floor'
  National Long-term rating: upgraded to 'A+(rus)' from 'A(rus)',
   Outlook Stable
  Senior unsecured debt: upgraded to 'BB-'; Recovery Rating
   affirmed at 'RR4' and withdrawn
  Senior unsecured debt National Rating: upgraded to 'A+(rus)'
   from 'A(rus)'

PSB:

  Long-term foreign and local currency IDR: affirmed at 'BB-';
   Outlook Stable
  Short-term foreign and local currency IDR: affirmed at 'B'
  Viability Rating: affirmed at 'bb-'
  Support Rating: affirmed at '4'
  Support Rating Floor: affirmed at 'B'
  Senior unsecured debt (including that issued by PSB Finance SA
   (Luxembourg)): affirmed at 'BB-' and 'B'
  Subordinated debt (issued by PSB Finance SA (Luxembourg)):
   affirmed at 'B+'

BSBP:

  Long-term foreign and local currency IDRs: affirmed at 'BB-';
   Outlook Stable
  Short-term foreign currency IDR: affirmed at 'B'
  National Long-term Rating: affirmed at 'A+(rus)'; Outlook
   Stable
  Viability Rating: affirmed at 'bb-'
  Support Rating: affirmed at '5'
  Support Rating Floor: affirmed at 'No Floor'
  Senior unsecured debt (including that issued by BSPB Finance
   plc): affirmed at 'BB-'
  Senior unsecured debt National Rating: affirmed at 'A+(rus)'
  Subordinated debt (issued by BSPB Finance plc): affirmed at
   'B+'


KOMI REPUBLIC: Fitch Affirms 'BB+' Long-term Currency Ratings
-------------------------------------------------------------
Fitch Ratings has affirmed the Russian Republic of Komi's
Long-Term Foreign and Local Currency ratings at 'BB+' and
National Long-Term rating at 'AA(rus)'. The agency has also
affirmed the region's Short-Term Foreign Currency rating at 'B'.
The Outlooks are Stable.

The rating action also affects Komi's outstanding senior
unsecured domestic bonds of RUB4.6bn (ISIN RU000A0JS0N1,
RU000A0JR3B1, RU000A0DF2U3 and RU000A0GKKB7).

Key Rating Drivers:

The affirmation reflects Komi's strong economic profile, sound
budgetary performance and moderate direct risk. However, the
ratings also factor in high fiscal concentration on a few
companies and pressure on operating expenditure due to federal
election promises.

Komi has a strong economy, albeit heavily weighted towards
natural resources. The republic's gross regional product per
capita (GRP) in 2011 exceeded the national median by more than
2x. Fitch expects Komi's GRP to expand at about 2% annually in
2013-2015.

The tax concentration of the local economy on the 10 largest
companies was high at about 46% of total tax revenue in 2012.
However, the high concentration of the local economy can be
attributed to a harsh climate, and the region's remote location
from major markets hinders investments in industries outside
natural resources.

Fitch forecasts Komi's direct risk will increase to above 30% of
current revenue in 2013-2015, from 21% in 2012. Debt coverage
ratios should remain sound at below five years in 2013-2015, but
refinancing risks will grow over the medium term as a result of
the expected rise in debt. However Komi's moderate indebtedness,
sound liquidity and fair access to financial markets should
mitigate refinancing risks. Issued guarantees and the debt of
Komi's public-sector entities totalled RUB0.4 billion at end-2012
and represented less than 1% of current revenue.

Komi has demonstrated sound budgetary performance with an average
five-year operating margin of about 12%. However, changes to the
allocation of corporate income tax since 2012, leading to
volatility of tax revenue, and pressure on operating expenditure
will limit the operating margin to about 8% in 2013-2015.

Operating expenditure is under pressure because of promises, made
by the federal government during pre-election periods in 2011 and
2012, to align public sector salaries to the region's average
salary. This will fuel operating expenditure growth in the medium
term.

Komi is located in north-east European Russia. It accounted for
0.6% of the national population and 1% of the national GDP in
2011.

Rating Sensitivities:

The ratings could be upgraded if Komi reports sound, stable
operating performance with direct debt representing less than
four years of current balance and direct risk remaining below 40%
of current revenue.

Deterioration of the budgetary performance leading to weak debt
ratios, such as direct debt servicing exceeding 100% of operating
balance, could result in a downgrade.

Key Assumptions:

   -- Russia has an evolving institutional framework with the
      system of intergovernmental relations between federal,
      regional and local governments still under development.

   -- Russia's economy will continue to demonstrate moderate
      economic growth. Fitch does not expect dramatic external
      macroeconomic shocks.

   -- The federal government's budgetary performance will remain
      sound and will serve as a supporting factor for Russian
      LRGs.

   -- Komi will continue to have fair access to the domestic
      financial markets sufficient for refinancing its maturing
      debt.

   -- Increasing pressure on operating expenditure and capital
      spending will result in an increase of debt and slight
      weakening of debt coverage ratios.



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


FACTOR BANKA: Central Bank OKs Revised Restructuring Plan
---------------------------------------------------------
SeeNews reports that Factor Banka said on Friday that Slovenia's
central bank has approved its revised restructuring plan, which
entails the gradual winding up of the bank's operations.

According to SeeNews, Factor Banka said in a bourse filing that
the plan reveals a deficit of bank's assets of EUR258 million
(US$345 million), assuming the coverage of losses by the banks'
owners and holders of subordinated equity instruments.

The restructuring plan will be forwarded on to the country's
finance ministry, which in turn will submit it to the European
Commission to obtain the final opinion regarding the
measures taken by the Slovenian government to enhance the
stability of the banking system, SeeNews discloses.

The revised plan was submitted to the central bank on Sept. 6 and
was approved on Nov. 5, SeeNews relates.

In September, the Slovenian government said it began supervised
liquidation of two small banks, Factor Banka and Probanka as they
were unable to survive in the market in the long term, SeeNews
recounts.

Headquartered in Ljubljana, Slovenia, Factor banka d.d. --
http://www.factorb.si-- provides banking and financial services
to corporate customers and individuals in the Republic of
Slovenia.



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


SANTANDER ASSET: Moody's Assigns 'Ba2' CFR; Outlook Stable
----------------------------------------------------------
Moody's Investors Service, has assigned a Ba2 corporate family
rating (CFR) to the newly formed holding company, Santander Asset
Management Investment Holdings Limited (SAM Investment Holdings
Limited or "SAM"), which is incorporated in Jersey.

Concurrently, Moody's has assigned Ba2 ratings to three tranches
of senior debt and a revolving credit facility issued by SAM
Finance Lux S.A.R.L., all of which are guaranteed by SAM. A full
list of affected ratings is included at the end of this press
release. The outlook on all ratings is stable.

The Ba2 CFR reflects SAM's strong franchise and geographic
diversification in global asset management, with a leading
presence in Latin America and the Iberian Peninsula. The rating
is also supported by the fact that SAM will continue to benefit
from its exclusive distribution agreements with Banco Santander
S.A. (Spain) (senior long-term rating Baa2, outlook negative;
standalone bank financial strength rating C- / baseline credit
assessment baa2, outlook negative) and its affiliates worldwide
(together "Banco Santander").

These strengths are tempered by SAM's limited product
diversification, predominantly in savings-like retail products,
comparatively high leverage, and execution risk arising from its
acquisition of the asset management businesses of Banco
Santander.

Debt financing will be used by SAM to complete its acquisition of
the asset management businesses of parent bank, Banco Santander.
The transaction will be financed with approximately EUR900
million in funded debt, EUR494 million from sponsor-contributed
equity and EUR494 million in Banco Santander's continuing equity
ownership. SAM's ownership will comprise 50% equity held by
Banco Santander and 50% by Sherbrooke Acquisition Corp (which, in
turn, is owned by Warburg Pincus and General Atlantic).

Ratings Rationale:

Robust Diversification and Franchise:

As of June 30, 2013, SAM reported EUR147 billion in assets under
management (AUM), and for the 12 months ended June 30, 2013, the
company reported gross fees and pro-forma adjusted EBITDA of
EUR1,047 million and EUR237 million, respectively. SAM franchise
is robust, with exposure to high growth markets in Latin America,
ranking third in Mexico (12% market share) and sixth in Brazil
(6%), while maintaining a strong presence in Spain (ranked first
with 15% market share). The company's geographic diversification
is also strong, with 56% of its pro-forma adjusted EBITDA derived
from Latin America, 32% from the Iberian Peninsula and 12% from
the rest of Europe. SAM has a strong track record of consistent
growth and Moody's expects stable revenue growth going forward,
supported by its rebate agreement with Banco Santander, which
provides downside protection.

Exclusive Distribution Agreement with Banco Santander:

Under the distribution agreements with Banco Santander, SAM will
retain exclusive distribution rights for 20 years through the
bank's extensive branch network in each of its core markets,
including Brazil, Spain and Mexico, where bank personnel sell
SAM's investment products to customers on an exclusive basis.
Moreover, SAM will continue to be of significant economic and
strategic importance to Banco Santander. There will be a number
of contractual and financial elements to the ongoing relationship
between Banco Santander and SAM that reflect the strategic
importance of Santander's brand, which should support the
continuity of SAM's strategy going forward.

Limited Product Diversification:

These strengths are mitigated by SAM's limited product
diversification. SAM's clients are predominantly Santander retail
bank customers, whose investment objectives are primarily
savings; as such, SAM's assets are heavily weighted towards fixed
income and money market products. As of December 31, 2012, the
company reported that more than 90% of its AUM was invested in
fixed income or related assets.

Impact Of the Debt Issuance and Changed Ownership:

Moody's views pro-forma leverage following the acquisition to be
relatively high at 3.7x (as measured by total debt to Moody's
annualized EBITDA). Moody's expects that the company will be able
to amortize down the principal ahead of schedule, as SAM
generates relatively high free cash flow.

In addition, in Moody's view the transaction introduces
uncertainties regarding the ability of the company to operate as
an independent asset manager that aims to deliver both domestic
and international products. SAM will take several steps in an
effort to enhance its performance and market share on a global
scale, and the impact of these efforts on SAM's profitability and
financial condition needs to be validated, including SAM's
ability to expand its product set and reap the benefits of
independence while maintaining the strong distribution through
Banco Santander. In addition, the new ownership structure has
inherent uncertainty, as it remains to be seen what would be the
impact of the new owner, Sherbrooke Acquisition Corp, on SAM's
long term strategy.

Net Income:

SAM's net income margins are consistent with Moody's expectations
for companies in the Ba rating range. It is unlikely that near-
term margins would increase materially, due to the concentration
of AUM in the money market-oriented retail sector. However,
Moody's expects margin growth over time to be driven by stronger
global multi-manager "Select" product sales and institutional
distribution margins, as the company plans to capture the ongoing
shift in customer demand for investment funds in different asset
classes.

The stability of revenue growth over the past three years ending
December 31, 2012 is consistent with Moody's expectations for the
mid-Ba score. However, relative to peers, quarterly volatility
has been lower than expected for a firm with a large
concentration of AUM in the Iberian Peninsula and Latin America.

Stable Outlook:

The outlook on all ratings is stable. The company's rating could
see upward pressure from increased product diversification,
including alternative investment asset classes, as well as of the
company's client base, including a greater portion of
institutional clients. The company's rating could see downward
pressure from a material decline in financial conditions,
including an increase of leverage that raises the total debt-to-
EBITDA ratio above 4x, an increase in revenue volatility, or the
loss of key distribution channels.

Assigned Ratings:

The following ratings were assigned with a stable outlook:

Corporate family rating: Ba2

Senior Secured Term Loan B consisting of:

   -- GBP75 million GBP Tranche: Ba2
   -- $765 million USD Tranche: Ba2
   -- EUR230 million Euro Tranche: Ba2

Revolving credit facility in the amount of $200 million: Ba2



=====================
S W I T Z E R L A N D
=====================


TAURUS CMBS 2007-1: S&P Cuts Rating on Class D Notes to 'CCC(sf)'
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Taurus CMBS (Pan-Europe) 2007-1 Ltd.'s class A1, A2, B, and D
notes.  At the same time, S&P has affirmed its ratings on the
class C, E, and F notes.

The rating actions follow S&P's review of the credit quality of
the remaining underlying loans.  Due to the upcoming loan
maturity of four of these loans, S&P believes that there is an
increased chance of loan maturity default.  This could lead to
increased special servicing fees for the transaction.

S&P's ratings in Taurus CMBS (Pan-Europe) 2007-1 address timely
interest payments and principal repayments not later than the
February 2020 legal final maturity date.

The transaction is backed by six loans, down from 13 at closing
in August 2007.  One of the remaining loans (Leipzig loan) is in
special servicing.  Four of the remaining loans (the Fishman JEC
loan, Fishman IBC loan, Hutley loan, and the Saturn loan),
comprising more than 90% of the securitized loan balance, are due
to mature within the next nine months.  S&P believes it is
unlikely that all four loans will repay on their respective loan
maturity dates and that a number of loans could default at loan
maturity and enter special servicing.

In S&P's opinion, with the impending maturity of four of the
remaining loans, the class A1, A2, and B notes' credit quality
has deteriorated.  S&P has therefore lowered its ratings on these
classes of notes.

If the four loans failed to repay at loan maturity, S&P
anticipates an increase in special servicing fees, which could
affect the creditworthiness of the subordinated classes of notes.
In this scenario, the class D notes would be more susceptible to
cash flow disruptions.  Taking this into account and because S&P
believes this class is also susceptible to future principal
losses, it has lowered to 'CCC (sf)' from 'B- (sf)' its rating on
this class of notes.

S&P has affirmed its ratings on the class C, E, and F notes as it
believes their current ratings adequately reflect the credit
characteristics of these classes of notes.

Taurus CMBS (Pan-Europe) 2007-1 is a pan-European conduit
transaction that closed in August 2007.  The transaction is
backed by six loans, down from 13 at closing in August 2007.

RATINGS LIST

Class        Rating         Rating
             To             From

Taurus CMBS (Pan-Europe) 2007-1 Ltd.
CHF.1 Million, EUR549.95 Million Commercial Mortgage-Backed
Floating-Rate Notes

Ratings Lowered

A1           BB (sf)        BB+ (sf)
A2           B+ (sf)        BB- (sf)
B            B- (sf)        B (sf)
D            CCC (sf)       B- (sf)

Ratings Affirmed

C            B- (sf)
E            CCC- (sf)
F            D (sf)



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


CREATIV GROUP: S&P Revises Outlook to Neg. & Affirms 'B-' CCR
-------------------------------------------------------------
Standard & Poor's Ratings Services said it had revised to
negative from stable its outlook on Ukraine-based oil processing
group Creativ Group OJSC.  At the same time, S&P affirmed the
corporate credit rating at 'B-'.

The revised outlook mirrors the outlook on Ukraine and the
lowering of S&P's transfer and convertibility (T&C) assessment on
the country to 'B-' on Nov. 1, 2013.  This reflects that
Creativ's core assets are concentrated in Ukraine.  The lowered
T&C assessment constrains the foreign currency rating on Creativ
because of the increased likelihood that it will face
repatriation restrictions and, more generally, negative sovereign
intervention.

The ratings continue to reflect S&P's assessment of Creativ's
"weak" business risk profile and "highly leveraged" financial
risk profile, as S&P's criteria define these terms.

On the one hand, S&P thinks that weakening sovereign credit
quality could expose Creativ to several risks that include
potential restrictions on transfer of funds outside Ukraine, more
stringent currency controls, and more delays on value-added tax
(VAT) refunds.  More generally, S&P also sees the risk of
increased fiscal pressure and lower access to financial markets
for Ukrainian corporations.  Although Creativ exports about two-
thirds of its production from Ukraine, S&P believes it is not
sheltered from these risks.

On the other hand, S&P notes that Creativ's operations are solid
and provide significant amounts of U.S. dollar-denominated export
revenues.  S&P also believes the group's exports may not be at
risk because they provide substantial amounts of foreign currency
reserves to the country.  The Ukrainian government already has
currency controls in place, by requiring exporters to sell 50% of
all foreign-currency revenues on the domestic foreign exchange
(FX) market.  The National Bank of Ukraine recently decided to
extend the mandatory conversion of 50% of foreign-currency
proceeds from abroad on the FX market, regardless of the source
of such proceeds.  A stricter foreign currency policy could hurt
Creativ, in S&P's view.

The negative outlook reflects S&P's negative outlook on Ukraine
and the possibility of a further downgrade over the next 12
months should there be tighter currency controls, more
restrictions on transfer of funds, rising political or fiscal
pressures, a risk of a further increase in VAT receivables, or
deteriorated liquidity due to pressure on domestic banks.


LEMTRANS LTD: S&P Cuts Corp. Credit Ratings to B-; Outlook Neg.
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its
long-term corporate credit ratings on Ukrainian freight rail
operator Lemtrans LLC and its holding company Lemtrans Ltd. to
'B-' from 'B'.  The outlook is negative.

The downgrade follows the lowering of S&P's long-term sovereign
rating on Ukraine and the downward revision of the country's
transfer and convertibility (T&C) assessment to 'B-' from 'B' on
Nov. 1, 2013, as Lemtrans makes a large portion of its revenues
in Ukraine.  The revised T&C assessment constrains the foreign
currency rating on Lemtrans because of S&P's view of the
government's efforts to meet external financing needs (including
possible tighter currency controls) and their effect on the
group's credit quality.

S&P considers that the weakened sovereign credit quality exposes
Lemtrans to several risks that include the devaluation of the
Ukrainian hryvnia (UAH) and overall weak economic growth
prospects in the near team.  In an effort to secure sufficient
foreign currency to meet its elevated external financing needs,
the Ukrainian government has increased foreign exchange controls.
This poses additional risks for Lemtrans because about 50% of its
debt is denominated in U.S. dollars but most of its revenues are
in UAH.

In addition, S&P considers the Ukrainian banking sector, where
Lemtrans holds its liquid funds, to be weak.  S&P also believes
that access to the financial markets may become more restricted
for Ukrainian corporations as a result of weakening sovereign
credit quality.

As a result, S&P revised downward its financial risk profile on
Lemtrans to "highly leveraged" from "aggressive," as its criteria
define the terms, despite the group's credit metrics, which are
currently strong for the rating (S&P forecasts that debt to
EBITDA will not exceed 2x in 2013).  S&P's financial risk profile
takes into account Lemtrans' expansive growth strategy and the
liquidity risks that stem from its investment program.
Significant medium-term investment plans make the group's free
cash-flow generation structurally weak because capital
expenditures (capex) will likely exceed its internally generated
cash and this will require additional external financing.
However, S&P understands that the group will refrain from
substantial investment into fleet expansion in the near term, as
long as the demand for transportation services remains weak.  S&P
views the group's preservation of cash in difficult times as
supportive of credit quality.  Despite this strategy, S&P
understands that the group will continue paying dividends.

In S&P's view, Lemtrans is likely to be affected by worsening
economic conditions in Ukraine.  S&P has revised its GDP growth
forecast for Ukraine for 2013, and now anticipates that GDP will
contract by 1%.  S&P believes that this could impair Lemtrans'
business because it considers freight operations to be highly
dependent on the general economic cycle.  S&P understands that
the group's revenues contracted by over 40% in the first six
months in 2013, as a result of, among other things, a sharp
decrease in freight rates for gondolas (a type of universal
railcar, which the group primarily operates).

S&P's assessment of Lemtrans' business risk position as "weak"
primarily reflects the underlying revenue volatility inherent in
freight transportation.  This is closely linked to the volatility
of the generally commodity-dependent Ukrainian economy and the
high concentration of Lemtrans' customer base (the group's top
three customers accounted for more than 85% of its revenues in
2012).

S&P acknowledges the group's solid market position in the gondola
rail freight market.  It operates the largest fleet among private
freight rail operators in Ukraine and has a track record of
profitable growth.  S&P anticipates, however, that Lemtrans'
EBITDA margin will suffer in the near term from lower
transportation volumes and lower spot prices for its railcars.
S&P forecasts that the EBITDA margin is likely to drop to about
20% in 2013 from about 37% reported in 2012.

"We consider the group's liquidity to be "less than adequate,"
according to our criteria, despite our forecast that liquidity
sources are likely to exceed uses by more than 1.2x in the 12
months to Sept. 30, 2014.  Our liquidity assessment is
constrained by our view of Ukraine's weak banking sector--in
which the group holds its cash balances--current foreign exchange
controls, and the likelihood of more restricted access to
financial markets for Ukrainian corporations.  Our assessment
also incorporates Lemtrans' lack of established long-term
committed revolving lines, a common feature of companies
operating in transitional economies," S&P said.

As of Sept. 30, 2013, S&P estimates that liquidity sources for
the upcoming 12 months will include:

   -- About UAH880 million in cash;

   -- Funds from operations of about UAH700 million-UAH800
      million; and

   -- Largely neutral working capital development.

S&P estimates that uses of liquidity over the same period will
include:

   -- About UAH880 million of contractual debt amortization;

   -- Maintenance capex of about UAH200 million; and

   -- Dividend payments of 25% of net income.

S&P currently do not include expansionary capex in its liquidity
calculations.  This is because S&P understands that Lemtrans will
not undertake expansion unless it successfully raises sufficient
capital and transportation volumes and gondola rates rebound.

S&P understands that Lemtrans' debt portfolio does not currently
contain any financial covenants.

The negative outlook on Lemtrans takes into account that on
Ukraine, and reflects the possibility that S&P could downgrade
the group further in the next 12 months as the result of tighter
currency controls, more restrictions on transfer of funds, or
other rising political or fiscal pressures.

A further downgrade of Ukraine could trigger a similar downgrade
zf Lemtrans.  S&P could also consider lowering the ratings as a
result of a deterioration in the group's liquidity such that the
ratio of liquidity sources to uses falls to significantly below
1x.  This could happen if:

   -- EBITDA falls by more than 15% from the level S&P
      anticipates for 2013 because of the loss of a main customer
      or ongoing pricing pressure in the gondola market;

   -- Investment in fleet expansion is higher than S&P currently
      assumes and financed using short-term debt; or

   -- The company issues higher dividends than S&P currently
      expects.

All else being equal, S&P could revise the outlook on Lemtrans to
stable if it was to revise the outlook on Ukraine to stable.


MHP SA: S&P Lowers Corp. Credit Rating to 'B-'; Outlook Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered its long-term
corporate credit rating on Ukrainian agribusiness company MHP
S.A. to 'B-' from 'B'.  The outlook is negative.  The recovery
rating on the notes is unchanged at '3', indicating S&P's
expectation of meaningful (50%-70%) recovery in the event of a
payment default.

The downgrade follows S&P's lowering of its sovereign credit
rating and transfer and convertibility (T&C) assessment on
Ukraine to 'B-,' as MHP's core assets are concentrated in
Ukraine.  The revised T&C assessment constrains the rating on MHP
because of the likelihood of increased restrictions on foreign
currency exchange and repatriation outside Ukraine and, more
generally, negative sovereign interaction.  Weakening sovereign
credit quality and political instability in Ukraine could
constrain access to financial markets for Ukrainian issuers.
Increasing taxes or delays in refunds of taxes can lead to
working capital outlays and additional debt.  MHP has a bond
maturing in the first half of 2015 and is therefore dependent on
access to capital markets.

The rating also reflects S&P's assessment of the company's
business risk profile as "weak" and its financial risk profile as
"highly leveraged," according to its criteria.

MHP has an ambitious expansion strategy with related execution
risks, and is exposed to the volatile agribusiness industry.  MHP
is increasing its poultry production capacity to 600,000 tonnes
and is investing in land bank expansion.  S&P should note,
however, that investments are lower compared with historical
levels and the company is considering postponing the start of
some of its new construction projects.  The company's revenues
and earnings are concentrated in Ukraine, where all of its
operating assets are located.  Over two thirds of the company's
sales are domestic.  S&P therefore considers MHP's country risk
exposure to Ukraine a key risk factor.

MHP's business risk profile is supported, however, by its leading
position in poultry production in Ukraine, and its track record
of profitable growth.  The poultry segment, including sunflower
oil production, accounts for more than 70% of sales and earnings,
while grain growing and meat processing make up the rest.  MHP
maintains high EBITDA margins of 25%-35% because of economies of
scale, a vertically integrated business model, and fairly low raw
material, labor, and land lease costs.

S&P expects MHP's EBITDA to decline in 2013 due to the weak
pricing environment for poultry and grain, but S&P expects
recovery in 2014 owing to a larger land bank, and higher volumes
after the completion of MHP's new green-field facility and
increasing capacity utilization.  S&P forecasts that MHP's EBITDA
margins will decline moderately by more than 300 basis points in
2013, but S&P believes margins will stabilize over time.

S&P views MHP's financial risk profile as "highly leveraged,"
owing to its substantial foreign currency exposure and inherently
volatile free operating cash flow (FOCF), given the company's
growth-oriented strategy.  MHP's debt is fully denominated in
foreign currencies, including U.S. dollars and euros.  MHP also
has significant debt maturities over the next few years, and S&P
considers liquidity to be "less than adequate."  Furthermore, S&P
believes there is a risk that the company's liquidity may come
under pressure if its access to international financing sources
deteriorates, given that medium-term financing is limited in
Ukraine's capital markets.  Nevertheless, the rating on MHP is
supported by its prudent approach to refinancing upcoming debt
maturities, in S&P's view.  S&P understands that the company
plans to obtain a new medium-term loan of US$100 million from the
European Bank for Reconstruction and Development.

FOCF has been negative over the past five years owing to
substantial investments in capital spending, significant working-
capital requirements, and business growth.  S&P forecasts that
FOCF will turn modestly positive in 2013-2014, as the company is
moderating its capital expenditure (capex) after the completion
of the first phase of its new green-field facility, while cash
flow from operations continues to increase.  S&P's forecast also
factors in potential acquisitions of up to US$400 million after
2014, as well as potential dividend payments of up to 50% of net
income.  S&P forecasts that key metrics will deteriorate as a
result of a weaker operating performance in 2013, with a debt-to-
EBITDA ratio, adjusted for operating leases and non-cash items,
exceeding 3.0x in 2013-2014 compared with 2.8x in 2012.

The negative outlook mirrors that on Ukraine and reflects the
possibility of a further downgrade in the next 12 months if
currency controls tighten, more restrictions on transfer of funds
are introduced, political or fiscal pressures rise, taxes
increase significantly, or liquidity deteriorates further.

However, if S&P lowered its ratings on Ukraine and revised its
T&C assessment downward, this would not automatically result in a
downgrade of MHP if the company was able to show resilience to
country-specific factors, including the risk of stricter currency
restrictions.  S&P notes that MHP benefits from recurrent streams
of foreign currency inflows stemming from export, which somewhat
mitigates local T&C issues.

S&P would revise the outlook to stable if the situation in
Ukraine stabilized and it saw lower risk related to currency
controls and repatriation requirements.  Any rating upside would
be closely related to positive rating actions on the sovereign.


MRIYA AGRO: S&P Cuts Corp. Credit Rating to 'B-'; Outlook Neg.
--------------------------------------------------------------
Standard & Poor's Ratings Services said it lowered to 'B-' from
'B' its long-term corporate credit rating on Ukrainian farming
company Mriya Agro Holding PLC.  The outlook is negative.

The downgrade follows S&P's lowering of its sovereign credit
rating and transfer and convertibility (T&C) assessment on
Ukraine to 'B-', as Mriya's core assets are concentrated in
Ukraine.  The revised T&C assessment constrains the rating on
Mriya because of the likelihood of increased restrictions on
foreign currency exchange and repatriation outside Ukraine and,
more generally, negative sovereign interaction.

The rating on Mriya continues to reflect S&P's assessment of the
company's business risk and financial risk profiles as "weak" and
"aggressive," respectively.

"We acknowledge that Mriya generates about 80% of its revenue
through export, and consequently has most of its cash on hand
offshore.  This significant amount of revenue denominated in
dollars ensures debt service and sustains our assessment of the
company's liquidity as "adequate."  Still, we think that
weakening sovereign credit quality could expose Mriya to several
risks including potential restrictions on transfer of funds
outside Ukraine, more stringent currency controls, and increased
fiscal pressure.  The Ukrainian government requires exporters to
sell 50% of all revenues in foreign currency on the domestic
foreign exchange market, and we see a risk that currency policy
could become even more restrictive. We also believe Ukrainian
corporations might find it more difficult to access financial
markets with the sovereign rating at B-/Negative/--," S&P said.

S&P's assessment of Mriya's business risk continues to primarily
reflect its participation in the volatile agricultural industry
and the high risk, in its view, of doing business in Ukraine.
Moreover, Mriya's operating performance and cash flow could
weaken if the Ukrainian government were to interfere in
agricultural markets.  In addition, the highly seasonal nature of
Mriya's business and the unpredictability of the weather are key
risks for the company and the rating.  Many of these risks are
largely out of the company's control.

That said, S&P acknowledges Mriya's position as one of the
largest Ukrainian farming companies, with a significant land bank
and a track record of smooth operating performance.  The company
also has sound crop diversity, in S&P's view, which mitigates
commodity price fluctuations and weather conditions.  This
diversity also enables Mriya to post operating margins above 50%.

"We assess Mriya's financial risk profile as aggressive.  Mriya's
credit quality continues to be constrained by what we see as an
aggressive expansion strategy and liquidity risks stemming from
its investment program.  Significant investment plans make the
company's free cash flow generation structurally weak because
they absorb internally generated cash and require additional
external financing," S&P added.

S&P expects positive cash flow generation for 2013, and an
improvement of the group's financial metrics.  Cash flow
generation is highly dependent on whether the company decides to
sell its crop by the end of the fiscal year ending Dec. 31, or to
wait until the beginning of the next calendar year, depending on
expected pricing.

The negative outlook mirrors that on Ukraine and reflects the
possibility of a further downgrade in the next 12 months if
currency controls tighten, more restrictions on transfer of funds
are introduced, political or fiscal pressures rise, VAT
receivables increase further, or liquidity becomes less than
adequate.

However, if S&P lowered its ratings on Ukraine and revised its
T&C assessment downward, this would not automatically result in a
downgrade of Mriya if the company was able to show resilience to
country-specific factors, including the risk of stricter currency
restrictions.  S&P notes that Mriya benefits from recurrent
streams of foreign currency in-flows stemming from exports.
This, combined with off-shore cash accounts, mitigates local T&C
issues.

S&P would revise the outlook to stable if the situation in
Ukraine stabilized and it saw lower risk related to currency
controls or repatriation requirements.  Any rating upside would
be closely related to positive rating actions on the sovereign.



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


BARCLAYS PLC: Fitch Corrects Nov. 4 Ratings Release
---------------------------------------------------
Fitch Ratings corrects its rating version published on Nov. 4,
2013, to clarify buffer requirements.

The corrected ratings release is as follows:

Fitch Ratings has assigned Barclays plc's (A/Stable/F1/a)
potential issue of perpetual subordinated contingent convertible
securities (CCS) an expected rating of 'BB+(EXP)'.

The final rating is contingent on receipt of final documentation
conforming to information already received.

Key Rating Drivers:

The CCS are additional Tier 1 (AT1) instruments with fully
discretionary interest payments and are subject to conversion
into Barclays plc ordinary shares on breach of a consolidated 7%
CRD IV common equity Tier 1 (CET1) ratio, which is calculated on
a 'fully loaded' basis.

The securities are rated five notches below Barclays plc's 'a'
Viability Rating (VR), in accordance with Fitch's criteria for
"Assessing and Rating Bank Subordinated and Hybrid Securities"
(dated 5 December 2012). The CCS are notched twice for loss
severity to reflect the conversion into ordinary shares on breach
of the trigger, and three times for non-performance risk.

The notching for non-performance risk reflects the instruments'
fully discretionary interest payment, which Fitch considers the
most easily activated form of loss absorption. The issuer shall
not make an interest payment if it has insufficient distributable
items or if it is insolvent. The issuer will also be subject to
restrictions on interest payments if it fails to meet the
combined buffer capital requirements that will be phased in from
2016.

Barclays' end-September 2013 fully loaded Basel III CET1 ratio
stood at 9.6% (including the GBP5.8 billion capital increase
completed in October 2013), which provided a sizeable GBP11.8
billion buffer for the 7% CET1 ratio trigger. However, Fitch
expects that non-performance due to non-payment of interest would
likely be triggered before reaching the 7% CET1 ratio trigger,
most likely if the combined buffer requirement was breached. The
combined buffer requirements are phased in at 25% per annum from
January 1, 2016. The headroom above the estimated final minimum
combined buffer requirement of 9%, applicable from January 1,
2019, was GBP3 billion at end-September 2013. Barclays plans to
strengthen its fully loaded CET1 ratio to at least 10.5% by early
2015, which would significantly increase this headroom.

The combined buffer requirements for Barclays could change over
time, and additional buffers, for instance in the form of
countercyclical buffers, could be introduced. The UK regulator
has also consulted on whether part of banks' Pillar 2
requirements should be covered by CET1 capital rather than by
total regulatory capital, as is currently the case. Fitch expects
Barclays to be able to meet its capital requirements, including
its leverage ratio requirements and regulatory expectations, and
the bank has stated that it plans to operate with a CET1 ratio
that is about 1.5 percentage points above current total
regulatory requirements.

Fitch has assigned 100% equity credit to the securities. This
reflects their full coupon flexibility, the ability to be
converted into common equity well before the bank would become
non-viable, the permanent nature and the subordination to all
senior creditors.

Rating Sensitivities:

As the securities are notched from Barclays plc's VR, their
rating is sensitive to any change in this rating, which itself is
currently in line with Barclays Bank plc's VR, as analyzed under
our 'Rating FI Subsidiaries and Holding Companies' criteria
(August 10, 2012). The securities' ratings are also sensitive to
any change in their notching, which could arise if Fitch changed
its assessment of the probability of their non-performance
relative to the risk captured in Barclays plc's VR. This could
reflect a change in capital management or flexibility or an
unexpected shift in regulatory buffers, for example.


ELLI INVESTMENTS: Fitch Affirms 'B' Long-Term IDR; Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Elli Investments Limited's Issuer
Default Rating (IDR) at 'B' with a Stable Outlook and the senior
unsecured rating of the senior notes due June 2020 at 'BB'/'RR1'.
Fitch has also affirmed the 'BB'/'RR1' rating on Elli Finance
(UK) Plc's senior secured notes due June 2019 and its super-
senior revolving credit facility (RCF).

Key Rating Drivers:

Strong Market Position

Elli Investments Limited's IDR is supported by a leading position
in the independent UK elderly care market and solid relationships
with local authorities and NHS commissioners. The rating also
reflects the company's focus on high dependency services in its
elderly care division, which is relatively resistant to the
recent trend towards domiciliary care and the associated
tightening in the residential care eligibility criteria.

Public Sector Funding Challenges Persist:

The IDR is constrained by the company's high dependence on local
authorities' funding. Due to the current downward pressure on
local authorities' budgets, the average level of fees funded by
local authorities is expected to remain under pressure in the
coming years, below current and expected inflation. This could
lead to a tightening in the company's EBITDA margins this year
and in 2014.

Business Restructuring to Protect Margins:

The company's new strategic focus towards specialist dementia
care and expansion of its private care segment is aimed at
protecting its EBITDA margins from the fee cuts and is expected
to be executed in 2014. Fitch believes that Terra Firma, the
existing owners, will support this restructuring with investments
in refurbishment of homes and associated costs. However, the
restructuring could lead to increased operating costs and put
pressure on EBITDA margins for a year or two.

Weak Credit Metrics:

The IDR is further constrained by relatively weak credit metrics.
Based on its conservative projections, Fitch expects the funds
from operations (FFO)-adjusted leverage of around 6.3x for 2013
to slowly decline to about 6.0x by 2016. FFO fixed charge
coverage is likely to remain between 1.4x-1.5x in the next few
years which is rather weak for the rating.

Sufficient Liquidity Position:

Fitch considers that Elli Investments Limited's liquidity will be
adequate with cash on balance sheet building up to EUR50 million
in 2014 driven by expected mild positive free cash flow, a fully
undrawn GBP40 million RCF and no short-term debt maturities.

Good Expected Recoveries for Creditors upon Default
In its recovery analysis, Fitch has adopted the liquidation value
approach as it yields a stronger enterprise value than the going
concern scenario, primarily derived from the group's freehold and
long-leasehold properties. Elli Investments has a significant
asset base through its ownership of about 60% of its care homes.
These were valued in April 2012 at GBP919 million (freehold and
long leasehold assets). Fitch believes that a 30% discount on the
assets' current market value is deemed adequate in a distress
case.

Fitch has classified the GBP220m shareholder loans issued at Elli
Capital Ltd as 100% equity and therefore has excluded them from
leverage and coverage ratios. The features of these instruments
match Fitch's perception of an equity-like instrument as it
capitalizes interest payments, its maturity is beyond all
external debt maturities and is not referenced in any financial
covenants within the Elli Investments Limited consolidation
perimeter.

Rating Sensitivities:

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

   -- Sustained profits and free cash flow generation that would
      enable FFO-adjusted leverage to decrease below 5x on a
      permanent basis and an improvement in FFO fixed charge
      coverage above 2.2x.

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

   -- Weaker credit metrics such as FFO fixed charge coverage
      below 1.4x and FFO adjusted leverage above 6.5x on a
      sustained basis. A significant drop in occupancy rate due
      to events such as reputational risk or an inability to
      generate positive FCF at least in the low single digit, as
      a percentage of sales would also warrant a negative rating
      action.


PRECISE MORTGAGE: Fitch Rates Class E Notes 'BB(EXP)sf'
-------------------------------------------------------
Fitch Ratings has assigned Precise Mortgage Funding No.1 plc's
notes expected ratings, as follows:

Class A: 'AAA(EXP)sf', Outlook Stable
Class B: 'AA(EXP)sf', Outlook Stable
Class C: 'A(EXP)sf', Outlook Stable
Class D: 'BBB(EXP)sf', Outlook Stable
Class E: 'BB(EXP)sf', Outlook Stable
Class Z: not rated
Sub notes: not rated

The final ratings are subject to the receipt of final documents
conforming to information already received.

Credit enhancement for the class A notes at 21.1% will be
provided by the subordination of the class B to class Z notes
(17.86%) and a non-amortizing reserve fund (RF) of 3.24% which
will be fully funded at closing.

This transaction is an RMBS securitization of near-prime
residential mortgages that were originated by Charter Court
Financial Services (CCFS), trading as Precise Mortgages (Precise)
in the UK (excluding Northern Ireland). The loans are serviced by
Charter Court Financial Services Limited (Exact).

Key Rating Drivers:

Post-Crisis, Near-Prime Mortgages
The loans in the portfolio are post-crisis originations that have
been underwritten using a near-prime criterion. Borrowers can be
accepted with limited prior adverse credit history, but the
levels of prior adverse credit in the pool are small compared
with the levels seen during the peak of the economic cycle in
2006/2007.

Limited Performance History, Stringent Underwriting
Charter Court Financial Services (CCFS), trading as Precise
Mortgages (Precise), began originating loans in 2010 and as such
could provide only limited loan performance data. Normally, Fitch
would consider applying an increase to the base default
probabilities when data are limited. However, the agency believe
that in the case of CCFS this was adequately offset by the
stringent underwriting criteria and controls in place. This,
together with the non-prime default matrix that was used, has led
the agency to not adjust upwards its base case default
probabilities.

Pre-Funded Element
The transaction will be subject to a pre-funding of up to 20% of
the collateralized note balance. The pre-funding period will be
the period between closing and the first interest payment date
(IPD). Any potential interest shortfall relating to the pre-
funding amount during the first IPD will be funded via the sub
note. Fitch will review the final pool following pre-funding to
assess whether the pre-funded loans will affect the ratings
assigned.

Hedged Fixed/Floating Risk
At closing, the portfolio should have around 72.5% fixed-rate
loans, with the rated notes paying three-month (3m) Libor plus a
margin. A balance-guaranteed swap will be in place at the time of
closing, where the issuer pays fixed and receives 3m GBP Libor.
Fitch factored the impact of the swap into its cash flow
analysis.

Combined Liquidity and General Reserve
The transaction is supported by a non-amortizing rated note
reserve fund (RNRF) set at 3.3% of the rated note balances at
closing. The RNRF is initially isolated to provide only liquidity
support at the point of closing, covering primarily liquidity
shortfalls of the rated notes. As the senior notes amortize, the
liquidity-only portion will reduce and the remainder will become
available to absorb credit losses.

Rating Sensitivities:

Material increases in the frequency of defaults and loss severity
on defaulted receivables could produce loss levels higher than
Fitch's base case expectations, which in turn may result in
potential negative rating actions on the notes. Fitch's analysis
revealed that a 30% increase in the weighted average (WA)
foreclosure frequency, along with a 30% decrease in the WA
recovery rate, would result in a model-implied downgrade of the
class A notes to 'A-sf' from 'AAAsf'.

Precise provided Fitch with a loan-by-loan data template. All
relevant fields were provided in the data tape, with the
exception of prior mortgage arrears, where Precise was unable to
differentiate between loans having had one to six months of prior
arrears and those having had seven to 12 months prior arrears.
Performance data on historical static arrears was provided for
all loans originated by Precise, but the scope of the data was
limited by the small origination volumes (around GBP400 million
of owner-occupied, buy-to-let and short-term mortgage loans) and
the length of available history (the first Precise origination
was in early 2010).

On account of the limited originating history of Precise, they
were unable to provide loan-level data on sold repossessions for
any loans they had originated, given that none of their loans
have as yet suffered any repossessions. It however provided a
data tape in Fitch template format for 198 sold repossessions
that have been serviced by Exact. Given that the sample did not
contain loans originated by Precise, it was difficult for the
agency to derive any solid conclusions from the data provided
with respect to the expected discounts for sold repossessions.
Due to this limitation, the agency made a conservative 30%
assumption of the quick sale adjustment (QSA), which was higher
than Fitch's original base case assumption of 22%. Market value
decline (MVD) assumptions were adjusted upward to reflect this.
Fitch carried out a file review of selected loans in the pool and
found no material issues.

Fitch has reviewed the results of an agreed-upon procedures (AUP)
report conducted on the portfolio, which checked the accuracy of
the data file provided to Fitch for its rating analysis. The AUP
report showed there were no errors in the data sample that had
been tested.

It is Fitch's opinion that the data available for the rating
analysis is of sufficient quality.

To analyze the CE levels, Fitch evaluated the collateral using
its default model ResiEMEA. The agency assessed the transaction
cash flows using default and loss severity assumptions under
various structural stresses including prepayment speeds and
interest rate scenarios. The cash flow tests showed that each
class of notes could withstand loan losses at a level
corresponding to the related stress scenario without incurring
any principal loss or interest shortfall and can retire principal
by the legal final maturity.

A comparison of the transaction's Representations, Warranties &
Enforcement Mechanisms (RW&Es) to those typical for that asset
class is available by accessing the appendix that accompanies the
presale report.


SPIRIT ISSUER: Fitch Assigns 'BB' Ratings to Two Note Classes
-------------------------------------------------------------
Fitch Ratings has assigned Spirit Issuer plc's class A6 and A7
notes 'BB' final ratings and affirmed the existing A1 to A5 notes
at 'BB'. The Outlook is Stable. A full list of rating actions is
at the end of this commentary.

Transaction Summary:

The transaction is a partial refinancing of Spirit's GBP821.7
million (GBP1.25 billion at initial close) whole business
securitization (WBS). An offer was made to bondholders to tender
their class A1 and A3 notes for two new classes, A6 and A7. The
final amount of tendered bonds accepted was 70% and 50% of the
class A1 and A3 notes, respectively, amounting to new issuance of
GBP159.6 million (19.4% of principal outstanding) of senior
secured notes (class A6 and A7) which rank pari-passu with the
outstanding class A1-A5 notes. EBITDA leverage is 5.5x (5.9x
lease adjusted), based on the securitized group August 2013 TTM
EBITDA of GBP148.5 million.

The partial refinancing is designed to reduce debt servicing cost
in the short term by pushing back scheduled amortization, thus
alleviating short-term coverage ratio pressures. However, this
may allow more dividends to be up-streamed by the borrowers until
a potential refinancing (which management is targeting in around
five years' time).

Key Rating Drivers:

Fitch views the exchange as marginally credit negative. This is
due to greater forecast cash up-streaming from 2014 to 2018 (c.
70% higher vs. the original structure), lower expected FCF DSCR
in the medium to long term under Fitch's base case (partly due to
the more expensive A6 and A7 notes), more back-ended scheduled
amortization of the A6 and A7 notes, and floating rate exposure.
However, these are mitigated by the following:

   -- Overall, metrics are expected to be similar to those of the
original transaction. While medium- to long-term DSCR coverage is
lower, this is offset by higher coverage in the near term.
Fitch's resulting base case lease adjusted FCF DSCR (minimum of
average and median coverage levels) is slightly stronger than
under the original structure (1.31x vs. 1.27x currently).

   -- Deleveraging speed is only slightly slower than under the
      current structure (around 0.3x higher on average), and
      should remain so until around 2030 when it re-aligns with
      the original transaction under Fitch's base case.

   -- New cash trapping arrangements partly mitigate potentially
      higher up-streamed cash. To compensate for the reduced
      short-term debt service, up-streaming of excess cash will
      be subject to limitations with the restricted payment
      condition (RPC) based on an increase in FCF DSCR to 1.45x
      (from 1.3x) and 50% trap of excess cash if annual cash up-
      stream exceeds GBP30 million (as long as the Ambac
      guarantee remains in place). Under Fitch's base case, cash
      up-streaming over 2014 to 2018 (inclusive) is limited to
      around 40% (c. GBP160 million) of the total projected
      available excess cash despite the RPC not being breached.
      Once the sweep is engaged (from September 2018 onwards), no
      cash up-stream will be permissible while any class A6 and
      A7 notes are outstanding.

   -- Cash sweep mitigates interest rate exposure. The mismatch
      between the swaps' amortization profile (matching A1/A3
      amortization) and the A6/A7 amortization is expected to
      result in under-hedging over time, which creates floating
      interest rate exposure. Under Fitch's base case the under-
      hedging reaches a maximum of around GBP73 million in 2018
      (around 10% of principal outstanding). However, the cash
      sweep mitigates this risk as prepayment of the A6 and A7
      notes will reduce the under-hedging (eliminating it by
      around 2030 under Fitch's base case).

Rating Sensitivities:

Any significant changes in operating performance resulting from
the impact of the on-going challenging industry fundamentals and
weak UK economic environment leading to movement in the forecast
metrics below or above the criteria recommended 'BB' category
ranges of 1.25x-1.40x (on a managed/tenanted weighted basis)
could affect the ratings.

Summary of Credit:

Spirit is a whole business securitization of 639 managed pubs and
451 leased and tenanted pubs located across the UK owned and (in
the case of the managed pubs) operated by Spirit Pub Company plc
and its subsidiaries.

The rating actions are as follows:

  GBP43.4m Class A1 notes due 2028: affirmed at 'BB'; Outlook
  Stable

  GBP188.6m Class A2 notes due 2031: affirmed at 'BB'; Outlook
  Stable

  GBP58.4m Class A3 notes due 2021: affirmed at 'BB'; Outlook
  Stable

  GBP210.5m Class A4 notes due 2027: affirmed at 'BB'; Outlook
  Stable

  GBP161.2m Class A5 notes due 2034: affirmed at 'BB'; Outlook
  Stable

  GBP101.3m Class A6 notes due 2036: assigned 'BB'; Outlook
  Stable

  GBP58.4m Class A7 notes due 2036: assigned 'BB'; Outlook Stable


SPIRIT ISSUER: Moody's Rates GBP101.3MM Secured Bonds 'Ba2'
-----------------------------------------------------------
Moody's Investor Services has assigned the following definitive
long-term ratings to the tap issuance of Spirit Issuer plc:

GBP101.3M Floating Rate Class A6 Secured Debenture Bonds due
2036, Definitive Rating Assigned Ba2 (sf)

GBP58.4M Fixed/Floating Rate Class A7 Secured Debenture Bonds due
2036, Definitive Rating Assigned Ba2 (sf)

At the same time, Moody's has affirmed the ratings for the
following classes of Bonds issued by Spirit Issuer plc (amounts
reflect initial nominal outstanding)

Liquidity Facility Agreement, Affirmed Aa3 (sf); previously on
Sep 7, 2009 Assigned Aa3 (sf)

GBP150M A1 Bonds, Affirmed Ba2 (sf); previously on Apr 14, 2009
Downgraded to Ba2 (sf)

GBP200M A2 Bonds, Affirmed Ba2 (sf); previously on Mar 10, 2009
Downgraded to Ba2 (sf)

GBP250M A3 Bonds, Affirmed Ba2 (sf); previously on Apr 14, 2009
Downgraded to Ba2 (sf)

GBP350M A4 Bonds, Affirmed Ba2 (sf); previously on Mar 10, 2009
Downgraded to Ba2 (sf)

GBP300M A5 Bonds, Affirmed Ba2 (sf); previously on Apr 14, 2009
Downgraded to Ba2 (sf)

The transaction is the Tap Issuance of the Spirit Issuer plc
transaction, which originally closed in November 2004 and was
restructured in July 2006 ("Original Transaction"). Spirit Issuer
plc represents a whole-business securitization of a pool of 639
managed and 451 leased public houses located across the UK. The
Tap Issuance benefits from the same security as the Original
Transaction. With the Tap Issuance, 70% of the Class A1 Bonds and
50% of the Class A3 Bonds ("Tendered Bonds") were tendered in
return for an equivalent amount of new Class A6 Bonds and Class
A7 Bonds ("New Bonds") with an extended amortization profile. The
total outstanding amount has not changed as result of the Tap
Issuance.

Ratings Rationale:

The definitive ratings of the New Bonds are based among others on
(i) Moody's analysis of the long-term sustainability of the
borrowers' assets and the cash flows generated by the underlying
portfolio, (ii) the rather weak credit quality of the pub
operator and (iii) the structural and legal integrity of the
transaction.

The key parameter in Moody's analysis is the sustainable free
cash flow generated by the underlying property portfolio over the
medium to long term horizon of the transaction. Multipliers are
applied to these cash flows in order to reach the debt amount
that could be issued at the targeted long-term rating level for
the Bonds. In addition, Moody's analyses various haircuts on the
pub portfolio values and considers changing levels of potential
swap breakage costs. As such, Moody's analysis encompasses cash
flow analysis and stress scenarios.

Based on Moody's analysis, the key strengths of the Tap Issuance
are: (i) positive changes to the transaction covenants, (ii) cash
sweep benefiting the New Bonds from September 2018, (iii)
structural features incentivizing the sponsor to refinance the
transaction, (iv) positive performance development of the
underlying managed pubs and (v) fully amortizing Bond structure.

Main credit concerns are related to newly introduced transaction
features, including (i) the extended amortization profile of the
Bonds, (ii) increased cash upstream until September 2018, (iii)
lack of liquidity facility in the last two transaction years, and
(iv) increasing level of under-hedging of the New Bonds.

Other concerns include (i) a high dependence on the pub
operator's management and (ii) a significant transformation
process of the UK pub industry as a result of the challenging
economic environment, which negatively impacts consumer
confidence and spending as well as increased operating costs in
the sector accompanied by changing social behavior.

The definitive ratings for the New Bonds address the timely
payment of interest and ultimate repayment of principal on or
before the rated final legal maturity date. Moody's ratings
address only the credit risks associated with the transaction.
Other non-credit risks have not been addressed, but may have a
significant effect on yield to investors. Moody's ratings do not
address (i) the payments of step-up interest on the New Bonds,
(ii) the payment of Redemption Premium Amounts and (iii) the
likelihood or timing of any "cash sweep" amortization of the New
Bonds.

Moody's V Scores are a relative assessment of the quality of
available credit information and the potential variability around
the various inputs in determining the rating. The V Score ranks
transactions by the potential of significant rating changes owing
to uncertainty around the assumptions due to data quality,
historical performance, the level of disclosure, transaction
complexity, the modelling and the transaction governance that
underlie the ratings. V Scores apply to the entire transaction
rather than individual tranches.

Moody's Parameter Sensitivities: Parameter Sensitivity for the
typical EMEA CMBS WBS Property (Pubs) securitization is
calculated by stressing free cash flows ("FCF") used in
combination with FCF multiples to determine the maximum debt
allowed at the respective rating level. In the Parameter
Sensitivity analysis, Moody's has assumed two FCF scenarios:
Moody's sustainable FCF stressed by -20% and -40%. The 0%
scenario represents the base case used to assign the ratings. If
the FCF declines by 20% below Moody's sustainable level, the
rating of the Bonds would move by 3 notches to B2 assuming no
reduction in the debt outstanding. If the FCF declines by 40%
below Moody's sustainable level, the rating of the Bonds would
move by 8 notches to Ca assuming no reduction in the debt
outstanding.

Moody's Parameter Sensitivities provide a quantitative/model-
indicated calculation of the number of rating notches that a
Moody's-rated structured finance security may vary if certain
input parameters used in the initial rating process differed. The
analysis assumes that the deal has not aged and is not intended
to measure how the rating of the security might migrate over
time, but rather how the initial rating of the security might
have differed if key rating input parameters were varied.


SPIRIT ISSUER: S&P Assigns 'BB' Ratings to Two Note Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned 'BB (sf)' ratings to
the class A6 and A7 notes to be issued by Spirit Issuer PLC.  The
ratings on the existing class A1, A2, A3, A4, and A5 notes have
been raised to 'BB (sf)' from 'BB- (sf)'.  The outlook on all
classes of notes is positive.

Spirit Issuer is a corporate securitization that is backed by
operating cash flows generated by two borrowers: Spirit Pub
Company (Managed) Ltd. and Spirit Pub Company (Leased) Ltd.
These cash flows form the primary source of repayment for an
underlying issuer-borrower secured loan.  The borrowers are
members of the Spirit Group, which operates a hybrid estate of
managed and tenanted pubs. Currently, it has 639 managed and 451
tenanted pubs within the securitization.  The transaction closed
in November 2004.

Amortization of the class A1 and A3 notes is scheduled to
commence in 2014.  At current performance levels, this would
damage Spirit's financial and operational flexibility, in S&P's
view. Spirit Parent Ltd., the borrowers' indirect parent,
therefore executed a tender offer under which it offered existing
noteholders the ability to exchange part of their existing class
A1 and A3 notes for new, longer-dated, class A6 and A7 notes.

The exchange offer aims to increase flexibility by deferring some
amortization to a later date and reducing scheduled amortization
in the near term.  Although the legal maturity of the new notes
is in 2036, their expected maturity date is 2018.  The
documentation includes an incentive to refinance by introducing a
mandatory cash sweep of the class A6 and A7 notes if the issuer
has not repaid such notes by 2018.

The U.K. pub industry in which Spirit operates is highly cash-
generative and high-margin.  S&P anticipates that it could be
squeezed in unfavorable circumstances.  As a result, S&P assess
Spirit's business risk as "fair." Spirit has a comparatively
substantial presence in the managed segment, which generates the
majority of EBITDA and supports its business growth.  The managed
pubs benefit from being concentrated in the southeast and London-
-these regions have proven to be more resilient in the economic
downturn.  Spirit has, for example, delivered growth in revenues
and EBITDA in the managed sector, despite difficult trading
conditions for pubs in the U.K.

In S&P's view, the U.K. pub sector is highly seasonal.  Trading
improves during the summer months and there is material variation
in demand during wet summers.  The sector is subject to cyclical
discretionary consumer spending, and faces a long-term decline in
beer consumption, and increasing competition by supermarkets.
Spirit itself has inherited a legacy of underperforming tenanted
pubs from its demerger from Punch Taverns and its profitability
compared with peers has been weak, partly due to restricted
economies of scale when dealing with suppliers.

S&P's business risk assessment affects the cash flow stresses it
applies in various rating scenarios.  S&P's cash flow analysis
indicates that introducing a cash sweep mechanism from 2018 more
than offsets the deferral of scheduled amortization until later
in the transaction term and supports full and timely repayment of
zebt under a 'BB' stressed cash flow.  As a result, S&P assigned
ratings one notch higher than the ratings it had previously
assigned to Spirit's issuances.

After the exchange, leverage will be approximately 4.7 times net
debt to EBITDA, which S&P considers relatively high.  Debt
repayment for longer than previously expected will be put under
pressure by the decline in operational cash flow generation in
more stressful rating scenarios.  In S&P's view, this limits the
benefits provided by introducing the cash sweep mechanism and
deferring scheduled amortization until later in the transaction
term to periods where the ability to generate cash flow is less
predictable.  The issuer-level liquidity facility matures in
2034. S&P's ratings analysis reveals that being unable to draw
upon this facility to meet payments on the new class A6 and A7
notes after it matures may constrain on any future ratings
uplifts.

The ratings on the notes continue to benefit from structural
enhancements aimed at mitigating financial and other risks.
These include:

   -- The borrower group's granting of first-ranking fixed and
      floating charges over the properties, shares, and accounts;

   -- Restrictive covenants on the financial profile and activity
      of the business;

   -- Different levels of performance covenants that lead to a
      dividend lock-up;

   -- The appointment of a financial advisor and, ultimately, of
      an administrative receiver; and

   -- An appropriately sized liquidity facility, which would be
      available for the issuer to meet shortfalls in stressed
      operating environments before 2034.

The positive outlook continues to reflect S&P's view that it may
raise the ratings on the notes if the business performs in line
with its base-case forecast.

          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

Spirit Issuer PLC
GBP1.25 Billion Fixed- And Floating-Rate Asset-Backed
Debenture Bonds

Ratings Assigned

Class       Rating                Rating
            To                    From

A6          BB (sf)/Positive
A7          BB (sf)/Positive

Ratings Upgraded

A1          BB (sf)/Positive      BB- (sf)/Positive
A2          BB (sf)/Positive      BB- (sf)/Positive
A3          BB (sf)/Positive      BB- (sf)/Positive
A4          BB (sf)/Positive      BB- (sf)/Positive
A5          BB (sf)/Positive      BB- (sf)/Positive


UK: Yorkshire Firms Face Financial Woes, Begbies Traynor Says
-------------------------------------------------------------
Henryk Zientek at The Huddersfield Daily Examiner reports that
Yorkshire firms are still struggling to overcome their financial
problems, a Huddersfield insolvency expert said.

According to the report, Peter Sargent, of corporate
restructuring firm Begbies Traynor, said the region's financial
health had worsened during the third quarter of the year compared
with the previous three months.

The Examiner relates that the latest Red Flag Alert research from
Begbies Traynor reported a marked spike in distress levels among
the region's service industries while small and medium-sized
firms in general were showing increased levels of financial
problems.

The total number of Yorkshire companies displaying "critical"
problems rose by 5% during the third quarter compared with the
previous three months -- lagging behind the UK average of 2%, the
Examiner discloses.

The Examiner adds that firms in the region with less serious
"significant" problems increased in number by 22% to 13,575 --
largely due to seasonal factors -- and in line with the UK
average of 23%.

Mr. Sargent said the rise in "critical" cases was concerning, but
noted positive signs that the regional economy was starting to
pick up in some sectors, according to the Examiner.

Year-on-year, the number of "significant" cases was down by 7% on
the figure of 14,661 logged in the third quarter of 2012. The
number of "critical" cases was 36% down on the 334 cases reported
for the third quarter of last year, the Examiner adds.


UK: Insolvency Service Winds Up 19 Carbon Credit Firms Over Scam
----------------------------------------------------------------
Nineteen carbon credit companies that ripped off nearly GBP24
million from over 1,500 investors, including a 94-year-old man,
have been wound up in the last 15 months by the Insolvency
Service, Consumer Minister Jo Swinson announced on November 6.

The companies, including Eco Global Markets Limited ('Eco
Global'), which alone took at least GBP8.5 million from over 230
investors -- targeted mainly older people and sold them Certified
Emission Reduction Units (CERs) -- or carbon credits -- using
high pressure sales techniques. Most of the victims ranged in age
between 50 and 85 years.

Eco Global was wound up by the Insolvency Service in July 2013.
Two other companies, Anglo-Capital Partners Ltd and Cavendish
Jacobs Ltd which between them took over GBP1.2 million, were
wound up in October 2013.

Salesmen played on people's keenness to 'do their bit' to save
the environment while making an investment at the same time.
Investors were promised huge returns by selling these credits to
corporate giants such as Marks and Spencer and British Airways.
But instead, most found there was no market for the relatively
small amounts they held as companies that trade CERs only trade
in high volumes.

Insolvency Service investigators have seen the number of
companies selling carbon credits increase over the last year.
This has coincided with a reduction in the number of companies
involved in land banking scams as more people have become aware
of the risks.

Action taken by the Insolvency Service against the perpetrators
of such scams does not stop at winding up the companies. Two
directors have already been disqualified and appropriate
enforcement action can be taken against any other director for
misconduct.

Commenting on the emerging carbon credits scam, Consumer Minister
Jo Swinson, said:

"This is a particularly contemptible scam as it not only preyed
on older people trying to maximise their savings, but also
targeted their sincere desire to make ethical investments.
Instead, investors have been left out of pocket with shares that
are either worthless or do not exist.

"In the last 15 months we have wound up 19 companies for trading
in these non-viable credits and we will continue to take robust
action against any more companies attempting this scam."

Caroline Abrahams, Charity Director for Age UK said:

"It is despicable that these companies seem to home in on older
people as an easy target. Scams can take place on the doorstep,
by phone, on the internet or through the post and the sad fact is
that if something sounds too good to be true then it probably is.
Our advice is if you feel under pressure to commit, then please
just step away because any reputable company will allow you time
to think an offer over.

"Anyone can be taken in by a scam so people should never be
embarrassed to report a crime. If you feel you are or have been a
victim speak to the police, a family member or friend.

"Age UK have two free information guides 'Avoiding Scams' and
'Staying Safe' which provide practical steps to ensure older
people are able to protect themselves against this type of crime
in their home and on their doorstep. To find out more about how
Age UK can help, call 0800 169 6565, visit www.ageuk.org.uk or
speak to your local Age UK."


UK: Corporate Liquidations Down 2.6% in Third Quarter of 2013
-------------------------------------------------------------
creditman.co.uk reports that figures published on November 1 by
the Insolvency Service showed that company liquidations in
England and Wales in the third quarter of this year were down
2.6% on the previous quarter and down 2% on the same quarter in
2012. However, personal insolvencies increased for the second
consecutive time in the third quarter 2013 to 26,030 but were
7.3% less than the same period 12 months ago, creditman.co.uk
discloses.

"[November 1's] figures show that the situation for businesses
isn't really getting any better despite GDP growing at its
fastest rate since 2010," the report quotes Bev Budsworth,
managing director of The Debt Advisor, as saying.

"However, the previous five years of little or no growth have
taken their toll on weaker businesses who continue struggle to
compete with businesses better equipped to capitalise on the
improving economy."

According to creditman.co.uk, Ms. Budsworth's comments are echoed
in places such as Scotland where there has been a 45% increase in
corporate insolvencies from July to September compared to the
previous quarter this year.

creditman.co.uk reports that Bill Grimsey, former chief executive
of Wickes, UK landlords lost nearly GBP2 billion in 2012 as a
result of the collapse of major retailers. This has since given
rise to the British Property Federation issuing a warning to
landlords to take larger deposits to better protect themselves
against so called 'tactical insolvencies,' the report notes.

The report discloses that a tactical insolvency is defined where
the administration process is timed to occur after a rent payment
date, meaning that administrators get the benefit of several
months of rent free trading. This is based on previous case law
which could be overturned by landlords who have suffered as a
result of the Game administration, the report relates. Game
entered administration in March 2012, the day after the
traditional March 'quarter day' deadline for quarterly advance
rent payment meaning that the administrators did not have to pay
the rent for that quarter.

A recent report from the Centre for Retail Research (CRR) has
stated that, up to the end of September this year, 43 retailers
had failed affecting over 2,000 stores and nearly 22,000 staff,
creditman.co.uk discloses.

"Added to this is the recent announcement of Blockbuster entering
administration for the second time. It's clear that the High
Street's woes are continuing and more realistic efforts are
needed to revamp the High street including a review of the rating
system," Ms. Budsworth, as cited by creditman.co.uk, said.


                            *********

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

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

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

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


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

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


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