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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

             Friday, May 9, 2014, Vol. 15, No. 91

                            Headlines

C R O A T I A

SPACVA: Finance Minister Sacked Over Bankruptcy Proceedings


C Y P R U S

CYPRUS: International Creditors Back 4th Bailout Review


D E N M A R K

NASSA FINCO: Moody's Assigns 'B2' CFR; Outlook Stable


G E R M A N Y

DEUTSCHE BANK: S&P Assigns 'BB' Rating to Additional Tier 1 Notes


H U N G A R Y

KAPUVARI HUS: Liquidator Accepts Offer for Assets


I R E L A N D

ST. PAUL'S CLO III: S&P Affirms 'B' Rating on Class F Notes


I T A L Y

FIAT CHRYSLER: Sketches Bigger Roles for Premium Car Brands


N E T H E R L A N D S

GROSVENOR PLACE II: Moody's Affirms 'B1' Rating on EUR14MM Notes


P O L A N D

POLIMEX: Creditors Agree to Delay Payment on Loan Interest


R U S S I A

ALLIANCE OIL: S&P Keeps 'B-' ICR on CreditWatch Negative
MAGNIT OJSC: S&P Revises Outlook to Positive & Affirms 'BB' CCR
METALLOINVEST JSC: Fitch Hikes Issuer Default Rating to 'BB'
RUSSLAVBANK: Moody's Reviews B3 Deposit Ratings for Downgrade


S P A I N

MIVISA ENVASES: S&P Affirms & Withdraws 'B+' CCRs


S W E D E N

FLOATEL INT'L: Moody's Assigns First-Time B2 CFR; Outlook Stable
FLOATEL INT'L: S&P Assigns Prelim. 'B' CCR; Outlook Stable


U N I T E D   K I N G D O M

DIXONS RETAIL: Fitch Withdraws 'B+' LT Issuer Default Rating
EXOVA GROUP: S&P Affirms & Withdraws 'BB' Corp. Credit Rating
KYMO HOLDINGS: Director Banned for 7 Years
NOTTINGHAMSHIRE RECYCLING: Enters Into Administration
PIPE HOLDINGS: S&P Raises CCR to 'BB'; Outlook Stable

R&R ICE CREAM: S&P Assigns 'B' Rating to GBP315MM Secured Notes
RANGERS FOOTBALL: Former Director Loses Cash Freeze Bid
SOHO HOUSE: Moody's Affirms 'Caa1' Corporate Family Rating
TURNSTONE MIDCO 2: Moody's Affirms 'B2' CFR; Outlook Stable
* UK: Cambridge Hospitality, Retail Insolvencies Down, R3 Says


X X X X X X X X

* 70,000 Companies Insolvent in 2013 in Central & Eastern Europe
* BOOK REVIEW: FROM INDUSTRY TO ALCHEMY


                            *********


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C R O A T I A
=============


SPACVA: Finance Minister Sacked Over Bankruptcy Proceedings
-----------------------------------------------------------
Deutsche Presse-Agentur reports that Croatian Prime Minister
Zoran Milanovic on Tuesday sacked Finance Minister Slavko Linic
over alleged corruption in the writing-off of the tax debt of
Spacva, a company going bankrupt.

He appointed Linic's deputy, Boris Lalovic, to replace him, dpa
discloses.

According to dpa, Messrs. Milanovic and Linic clashed over
bankruptcy proceedings for Spacva.  Its tax debt of HRK33 million
(US$6 million) was forgiven in exchange for transferring land to
the government worth HRK6 million, dpa states.

Mr. Linic denied he had written off the taxes owed, dpa notes.

Spacva is a state-owned forest-management company.



===========
C Y P R U S
===========


CYPRUS: International Creditors Back 4th Bailout Review
-------------------------------------------------------
The Associated Press reports that international creditors are
back in Cyprus to measure the country's progress in implementing
the terms of its EUR10 billion (US$13.87 billion) rescue.

Officials from the European Union and the International Monetary
Fund began talks with Cypriot authorities on Tuesday and will
continue through May 12, the AP relates.  Three earlier reviews
found that the country's bailout program remained on track with
the government comfortably meeting fiscal targets, the AP notes.

Key areas that creditors will focus on will be the health of a
still shaky banking sector that is grappling with a large number
of bad loans, as well as progress in pushing through structural
reforms, the AP discloses.

The bailout agreed in March last year hit Cypriot banks hardest
after mandating a raid on uninsured deposits in the two largest
banks to recapitalize the bigger lender, while shutting down the
smaller one, the AP recounts.

The move prompted the government to impose strict capital
controls on the banking sector, the AP relays.  Most have now
been lifted, except unfettered money transfers abroad, which
authorities hope to eliminate by the end of the year, the AP
states.

The latest review coincided with a debate by lawmakers on a
parliamentary committee report delving into what caused the
crisis that brought the tiny, east Mediterranean country to the
brink of bankruptcy, the AP says.

According to the AP, the report cited bad decisions and poor risk
assessments by bank bosses, wanton lending, rapid expansion into
eastern European markets and weak supervision by the central
bank.



=============
D E N M A R K
=============


NASSA FINCO: Moody's Assigns 'B2' CFR; Outlook Stable
-----------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and B2-PD probability of default rating (PDR) to
Nassa Finco AS (Nets or the company). Concurrently, Moody's has
assigned a (P)B2 rating to the DKK2,240 million equivalent Term
Loan B (denominated in NOK), DKK6,789 million equivalent Term
Loan B (denominated in EUR), DKK1,492 million equivalent
Revolving Credit Facility (RCF), and DKK560 million equivalent
Cash Bridge Facility to be raised by Nassa Midco AS, a subsidiary
of Nets. The outlook on the ratings is stable.

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

Ratings Rationale

"The B2 CFR primarily reflects Nets' high adjusted leverage of
approximately 6x as of December 31, 2013 (based on Moody's
adjustments on a pro-forma basis for the transaction expected to
complete in Q2 2014) with significant flexibility to raise
additional debt as per the senior facilities agreement, as well
as the pressure on prices for some of its products driven by
regulation and increasing competition", says Sebastien
Cieniewski, Moody's lead analyst for Nets. However, these
challenges are counter-balanced by the mission critical nature of
Nets' operations forming the backbone of the Nordic payments
ecosystem, the high barriers to entry for the majority of Nets'
products and services, and its good liquidity position.

Moody's views positively Nets' high integration into the Nordic
payments ecosystem with most components of its wide range of
products/services considered as mission-critical -- for example,
96% of households in Denmark and 60% in Norway use the national
direct debit scheme with more than 300 million payments in 2013;
while card schemes owned or operated by Nets account for more
than 80% of card transactions in Norway and Denmark. The company
currently services more than 33 million national and
international debit and credit cards and handles 500,000 merchant
agreements in 9 countries.

In addition, Moody's consider that the company's high integration
within the payment ecosystem is protected by high barriers to
entry. On the one hand, the entry of new competitors is
constrained by the significant investment in the development and
implementation of the payment platforms and the required licenses
to operate for any service operator. On the other hand, once
operating, Nets has a deep relationship with banks which secures
participation in future product developments. Moody's note that
some of the contracts operated by Nets are long-term in nature
supporting revenue stability.

Nets' revenues are concentrated in Scandinavia which has
benefitted from a stable macro-economic environment with a
population that enjoys relatively high purchasing power compared
to the European average and that is an early adopter of new
payment methods. Both factors have historically helped for a
faster digitalization of payment methods than in the rest of
Europe supporting Nets' growth.

All the previously mentioned factors contributed to the solid
revenue growth during the period 2011-2013. Going forward, the
growth of Nets' end-markets should be driven by the secular
growth in card payments - electronic payments transactions are
expected to grow over the next three years in the Nordic
region -- and increasing penetration of e-Commerce/m-Commerce.

While Moody's recognize that Nets operates in certain segments
including national card schemes, e-Security, clearing, and direct
debit where the company is the sole operator with high barriers
to entry, Moody's also note that for the remaining segments
competition is increasing. The segments most exposed to
competition include Acquirer Processing & Issuer Processing,
Merchant Solutions, and Teller. Nets is the card processor for
more than 250 banks -- it is the market leader in card processing
in the Nordic region and is the second-largest third-party card
processor in Europe by number of card payments -- but the company
competes with an increasing number of international players
including WorldPay and First Data Corporation, while Teller, Nets
acquiring arm, competes directly with regional banks including
Swedbank and Nordea.

Moody's does not expect significant revenue growth over the next
couple of years. Indeed, volume growth should be lower compared
to that of the last decade due to the high penetration of card
payments. In addition, while volume growth should remain
positive, Moody's expect it to be partly offset by the increasing
pressure on prices driven by higher competition as well as
pressure on prices from regulatory bodies with lower revenue
growth expected over the next few years compared to that in the
last 3 years.

With limited revenue growth, de-leveraging from the high levels
following the closing of the transaction mostly relies on the
implementation of the company's significant costs savings plan
(reaching run-rate costs savings by 2017). The implementation of
this costs savings plan is subject to execution risk and was the
main driver of the decrease in the company's EBITDA margin (as
adjusted by Moody's) over the last couple of years to 18.9% in
2013 from 25.2% in 2010. As the company delivers on its cost
savings, Moody's expect margins to improve back to 2010 levels
over the next 3 years. However, Moody's note that the positive
impact on EBITDA might be offset by future raising of debt. The
senior facilities agreement allows for issuance of subordinated
debt of up to 6.75x pro-forma net leverage covenant (as reported
by management and including potential future additional
capitalization of development costs) compared to 5.5x equivalent
at the closing of the transaction (with no subordinated debt in
the capital structure upon initial closing), provided senior
leverage is below 4.75x (or 4.50x 42 months post closing).
Moody's note that a large DKK3.3 billion PIK facility lent on by
ATP Private Equity, one of the three shareholders of the company
has been concurrently issued by Nassa Holdco AS, a parent of
Nets. The PIK Facility is not included in Moody's leverage
calculations as it is issued by an entity outside of the
restricted group whose top entity is Nassa Finco AS. All
shareholder funding flowing into the restricted group is in the
form of common equity.

Nets' good liquidity position partly mitigates the company's high
leverage. Indeed liquidity will be supported by strong free cash
flow (FCF) generation over the period 2014-2016. FCF should be
even higher in FY2014 when including the one-off positive impact
from the company's exit from the Finnish credit card issuing
business in that year. This exit will result in a significant
reduction in the company's working capital balance of around
DKK1.0 billion. Recurring FCF generation is important in this
sector due to high capex needs in order to modernize the payment
platforms and adapt those to evolving needs -- for example
increasing penetration of eCommerce and mobile payments. In
addition, Nets' liquidity position will be supported by the
DKK1,492 million RCF and DKK560 million Cash Bridge Facility
which will be undrawn and will compensate for the company's nil
"corporate" cash balance at the closing of the transaction.
Finally, Nets' acquiring and issuing activities benefit from a
adequate liquidity cushion. Moody's does not include "clearing"
cash for liquidity assessment purposes assuming it needs to be
set aside for clearing activities' significant but very short-
term working capital fluctuations. Nets' senior secured
facilities are subject to financial covenants (net leverage and
interest cover) with ample headroom at the closing of the
transaction. Moody's note that at the closing of the transaction,
several unsecured overdraft/clearing facilities available to
Nets' subsidiaries will remain in place. Moody's assume that
these existing facilities will remain available for short-term
drawings related to clearing activities and be cancelled on or
prior to the end of 2014 after the group will have implemented
cash pooling arrangements between its subsidiaries.

The Term Loan B Facilities, RCF, and Cash Bridge Facility are
ranking pari passu and are rated (P)B2, at the same level as the
CFR, in the absence of any significant non-debt liabilities
ranking ahead or behind.

The stable outlook reflects Moody's view that Nets should
continue enjoying a positive trend in terms of margin growth
driven predominantly by the company's cost savings plan as well
as positive free cash flow. Upwards pressure could arise if (i)
adjusted leverage trends towards 5.5x, (ii) FCF-to-debt increases
to around 10% on a sustained basis, and (iii) Nets maintains a
good liquidity position. Negative ratings pressure could develop
if (i) Nets' adjusted leverage increase towards 7.0x, (ii) FCF-
to-debt weakens to below 5% on a sustained basis, and (iii) the
liquidity position weakens.

Nets is a provider of payments, card, and information services in
the Scandinavian region. It offers payment and information
services, including solutions for the processing of payments,
invoicing, and documents; processes payment card transactions;
and provides merchant solutions, including payment terminals and
payment solutions for online and mobile commerce. The company
also offers E-Security solutions, including nationwide ID
schemes. Nets was acquired by Bain Capital, Advent International,
each owning c.47.5% of the company, and the Danish pension fund
ATP Private Equity (c.5% ownership) in 2014 from a group of
Scandinavian banks.



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


DEUTSCHE BANK: S&P Assigns 'BB' Rating to Additional Tier 1 Notes
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' long-term
issue rating to the proposed undated additional Tier 1 notes to
be issued by Deutsche Bank AG (A/Negative/A-1).  The rating is
subject to S&P's review of the notes' final documentation.

In accordance with S&P's criteria for hybrid capital instruments,
the 'BB' rating reflects its analysis of the proposed instrument,
and its assessment of Deutsche Bank's stand-alone credit profile
(SACP) of 'bbb+'.

The 'BB' issue rating stands four notches below the issuer's
SACP, reflecting:

   -- The deduction of two notches, which is the minimum downward
      notching from the SACP under S&P's criteria for bank hybrid
      capital instruments;

   -- The deduction of a further notch to reflect S&P's view that
      the notes feature a nonviability contingency clause leading
      to principal write-down. According to this clause, a write-
      down would occur if Deutsche Bank's consolidated common
      equity Tier 1 ratio fell below 5.125%; and

   -- The deduction of a fourth notch to reflect S&P's view that
      capital conservation measures under Article 141 of the EU
      Capital Requirements Directive (as implemented in German
      law) could lead to going-concern loss absorption through
      nonpayment of interest.  In addition, S&P notes that
      interest cancellation is compulsory if required by the
      regulator or if aggregate interest payments on Tier 1
      instruments in the respective fiscal year exceed available
      distributable items (ADIs), adjusted for Tier 1 interest
      payments, on an unconsolidated basis under German
      commercial law.  According to this definition (including
      the adjustment mentioned above), Deutsche Bank reported
      EUR2.7 billion of ADIs at year-end 2013, which is a lower
      amount than S&P has observed at some other recent issuers
      of additional tier 1 securities.  S&P could deduct an
      additional notch from the rating on the Deutsche Bank issue
      if its ADIs decline materially from the year-end 2013
      level.

Once the notes have been issued and confirmed as part of the
issuer's Tier 1 capital base, S&P expects to assigned
"intermediate" equity content to them under its criteria.  This
reflects S&P's view that they can absorb losses on a going-
concern basis through discretionary coupon cancellation, they are
perpetual, and there is no coupon step-up.



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H U N G A R Y
=============


KAPUVARI HUS: Liquidator Accepts Offer for Assets
-------------------------------------------------
MTI-Econews reports that National Reorganisation Nonprofit said
on Wednesday the liquidator of Kapuvari Hus and Kapuvari Bacon
has accepted an offer for all of the troubled meat companies'
assets.

According to MTI-Econews, the liquidator said that a contract on
the sale could be signed within weeks.

National Reorganisation Nonprofit managing director Csaba Kovacs
said the potential buyer was partly foreign-owned and did not
have a profile in the meat industry, MTI-Econews relays.

The companies, based in Kapuvar (W Hungary), went under
liquidation in 2012, MTI-Econews recounts.  The latest tender for
the companies' assets is the sixth, MTI-Econews notes.



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I R E L A N D
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ST. PAUL'S CLO III: S&P Affirms 'B' Rating on Class F Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on
St. Paul's CLO III Ltd.'s  class A, B, C, D, E and F notes
following the transaction's effective date as of Feb. 28, 2014.

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

"We believe 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," S&P added.

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 S&P's 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 added.

In S&P's published effective date report, it discusses its
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, S&P intends to
publish an effective date report each time it issues an effective
date rating affirmation on a publicly rated European cash flow
CLO.

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
S&P deems necessary.

RATINGS LIST

St. Paul's CLO III Ltd.
EUR556.5 Million Secured and Secured
Deferrable Floating-Rate Notes and Subordinated Notes

Ratings Affirmed

Class       Rating

A           AAA (sf)
B           AA (sf)
C           A (sf)
D           BBB (sf)
E           BB (sf)
F           B (sf)



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


FIAT CHRYSLER: Sketches Bigger Roles for Premium Car Brands
-----------------------------------------------------------
Christina Rogers, Mike Ramsey and Eric Sylvers, writing for The
Wall Street Journal, reported that Fiat Chrysler Automobiles NV
outlined an ambitious five-year plan to boost the company's
global vehicle sales nearly 60% to 7 million by 2018, even as it
disclosed a net loss for the latest quarter.

According to the report, the world's seventh largest auto maker
said it would spend about EUR48 billion (US$66.85 billion) on
research and development and capital investments through 2018 on
new models. Some of that money would come from new debt after a
New York stock listing later this year, it said. Fiat also would
refinance Chrysler's debt in 2016 to free up more cash.

Chief Executive Sergio Marchionne and top executives outlined a
business plan at Chrysler's headquarters that anticipates
significant gains for Fiat and Chrysler brands in the U.S., Asia,
Latin America and Europe, the report related.

By the end of 2018, Fiat Chrysler aims to achieve revenue of
EUR132 billion a year -- a 52% increase over 2013 -- and net
income of between EUR4.7 billion to EUR5.5 billion, up from
EUR1.95 billion last year, the report further related.

Fiat Chrysler's goal of selling seven million cars a year in 2018
depends on big gains -- by its Jeep and Alfa Romeo brands, the
report said. Executives said they plan to more than double
worldwide Jeep sales to 1.9 million vehicles a year. Alfa Romeo
will get a fresh start with a EUR5 billion infusion of capital to
build out its portfolio with eight new models by 2018.

                       About Chrysler Group

Chrysler Group LLC, formed in 2009 from a global strategic
alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram
Truck, Mopar(R) and Global Electric Motorcars (GEM) brand
vehicles and products.  Headquartered in Auburn Hills, Michigan,
Chrysler Group LLC's product lineup features some of the world's
most recognizable vehicles, including the Chrysler 300, Jeep
Wrangler and Ram Truck.  Fiat will contribute world-class
technology, platforms and powertrains for small- and medium-sized
cars, allowing Chrysler Group to offer an expanded product line
including environmentally friendly vehicles.

Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter
11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead
Case No. 09-50002).  The U.S. and Canadian governments provided
Chrysler LLC with $4.5 billion to finance its bankruptcy case.

In connection with the bankruptcy filing, Chrysler reached an
agreement to sell all assets to an alliance between Chrysler and
Italian automobile manufacturer Fiat.  Under the terms approved
by the Bankruptcy Court, the company formerly known as Chrysler
LLC in June 2009, formally sold substantially all of its assets
to the new company, named Chrysler Group LLC.

In January 2014, the American car manufacturer officially became
100% Italian when Fiat Spa completed its deal to purchase the 40%
it did not already own of Chrysler.  Fiat has shared ownership of
Chrysler with the health care fund of the United Automobile
Workers unions since Chrysler emerged from bankruptcy in 209.

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on U.S.-
based auto manufacturer Chrysler Group LLC, including the
corporate credit rating to 'BB-' from 'B+' in mid-January 2014.
The outlook is stable.



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


GROSVENOR PLACE II: Moody's Affirms 'B1' Rating on EUR14MM Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Grosvenor Place CLO II B.V.:

  EUR128M (currently EUR62.2M outstanding) Class A-1a Senior
  Floating Rate Notes due 2023, Upgraded to Aaa (sf); previously
  on Sep 1, 2011 Upgraded to Aa1 (sf)

  EUR32M (currently EUR15.5M outstanding) Class A-1b Senior
  Floating Rate Notes due 2023, Upgraded to Aaa (sf); previously
  on Sep 1, 2011 Upgraded to Aa1 (sf)

  GBP24.3M (currently GBP11.8M outstanding) Class A-2 Senior
  Floating Rate Notes due 2023, Upgraded to Aaa (sf); previously
  on Sep 1, 2011 Upgraded to Aa1 (sf)

  EUR80M (currently EUR40.1M outstanding) Class A-3a Senior
  Revolving Floating Rate Notes due 2023, Upgraded to Aaa (sf);
  previously on Sep 1, 2011 Upgraded to Aa1 (sf)

  EUR4M (currently EUR1.9M outstanding) Class A-3b Senior
Floating
  Rate Notes due 2023, Upgraded to Aaa (sf); previously on Sep 1,
  2011 Upgraded to Aa1 (sf)

  EUR10M (currently EUR4.9M outstanding) Class A-4 Senior Secured
  Zero Coupon Accreting Notes due 2023, Upgraded to Aaa (sf);
  previously on Sep 1, 2011 Upgraded to Aa1 (sf)

  EUR33.5M Class B Senior Floating Rate Notes due 2023, Upgraded
  to Aa2 (sf); previously on Sep 1, 2011 Upgraded to A2 (sf)

  EUR22M Class C Deferrable Interest Floating Rate Notes due
2023,
  Upgraded to A3 (sf); previously on Sep 1, 2011 Upgraded to Baa2
  (sf)

Moody's also affirmed the ratings of the following notes issued
by Grosvenor Place CLO II B.V.:

  EUR25M Class D Deferrable Interest Floating Rate Notes due
2023,
  Affirmed Ba2 (sf); previously on Sep 1, 2011 Upgraded to
  Ba2 (sf)

  EUR14M Class E Deferrable Interest Floating Rate Notes due
2023,
  Affirmed B1 (sf); previously on Sep 1, 2011 Upgraded to B1 (sf)

Grosvenor Place CLO II B.V., issued in January 2007, is a
collateralized loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by CQS Cayman Limited Partnership. The transaction's
reinvestment period ended in March 2013.

Ratings Rationale

The rating actions on the notes are primarily a result of the
significant deleveraging of the Class A notes following the
amortization of the underlying portfolio since the last payment
date in September 2013. The Class A notes have paid down by
approximately EUR51.2 million (33.5%) in the last 6 months. As a
result of the deleveraging, the over-collateralization (OC)
ratios of the tranches have increased. According to the March
2014 trustee report the OC ratios of Classes A/B, C, D and E are
135%, 123%, 111%, 106% compared to 124%, 116%, 108%, 104%
respectively in September 2013.

The affirmation of the ratings of Classes D and E notes is based
on the relative stability of the OC ratios and general credit
quality of the remaining assets as reflected by the average
credit rating of the portfolio (measured by the weighted average
rating factor, or WARF). According to the March 2014 trustee
report the WARF is 2738, compared to 2748 in September 2013. In
the same period, securities rated Caa1 or lower currently make up
approximately 4.27% of the underlying portfolio, versus 0.38%.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par and principal proceeds balance of EUR175 million
and GBP52 million, defaulted par of EUR0 million and GBP0
million, a weighted average default probability of 23.9%
(consistent with a WARF of 3342), a weighted average recovery
rate upon default of 48.25% for a Aaa liability target rating, a
diversity score of 20 and a weighted average spread of 4.19%. The
GBP and USD denominated liabilities are naturally hedged by the
GBP and USD denominated assets.

In its base case, Moody's addresses the exposure to obligors
domiciled in countries with local currency country risk bond
ceilings (LCCs) of A1 or lower. Given that the portfolio has
exposures to 5.6% of obligors in Italy, whose LCC is A2 and 8.8%
in Spain, whose LCC is A1, Moody's ran the model with different
par amounts depending on the target rating of each class of
notes, in accordance with Section 4.2.11 and Appendix 14 of the
methodology. The portfolio haircuts are a function of the
exposure to peripheral countries and the target ratings of the
rated notes, and amount to 1.73% for the Class A notes, 1.08% for
the Class B notes and 0.43% for the Class C notes.

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate 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 a recovery of 50% of the 95% of the portfolio
exposed to first-lien senior secured corporate assets upon
default and of 15% of the remaining non-first-lien loan corporate
assets upon default. In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors. Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Factors that would Lead to an Upgrade or Downgrade of the Rating:

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed lower credit quality in the portfolio to
address refinancing risk. Loans to European corporates rated B3
or lower and maturing between 2014 and 2015 make up approximately
4.68% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 3432
by forcing ratings on 25% of the refinancing exposures to Ca; the
model generated outputs that were within one notch of the base-
case results.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of (1) uncertainty about credit conditions in the
general economy (2) the concentration of lowly-rated debt
maturing between 2014 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 the legal
interpretation of CDO documentation by different transactional
parties because of embedded ambiguities.

Additional uncertainty about performance is due to the following:

1) Portfolio amortization: The main source of uncertainty in this
transaction is the pace of amortization of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortization could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager
or be delayed by an increase in loan amend-and-extend
restructurings. Fast amortization would usually benefit the
ratings of the notes beginning with the notes having the highest
prepayment priority.

2) Around 25% of the collateral pool consists of debt obligations
whose credit quality Moody's has assessed by using credit
estimates.

3) Foreign currency exposure: The deal has exposure to non-EUR
denominated assets. Volatility in foreign exchange rates will
have a direct impact on interest and principal proceeds available
to the transaction, which can affect the expected loss of rated
tranches.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
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, can influence the final rating decision.



===========
P O L A N D
===========


POLIMEX: Creditors Agree to Delay Payment on Loan Interest
----------------------------------------------------------
Marta Waldoch at Bloomberg News reports that Polimex said in a
regulatory statement, the creditors agreed to delay payment of
interest on the company's loans and bonds.

According to Bloomberg, the agreement with creditors also applies
to payments scheduled between April 30 and June 3.

Polimex-Mostostal is a Polish engineering and construction
company that has been on the market since 1945.  The Company is
distinguished by a wide range of services provided on general
contractorship basis for the chemical as well as refinery and
petrochemical industries, power engineering, environmental
protection, industrial and general construction.  The Company
also operates in the field of road and railway construction as
well as municipal infrastructure.  Polimex-Mostostal is a large
manufacturer and exporter of steel products, including platform
gratings, in Poland.



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


ALLIANCE OIL: S&P Keeps 'B-' ICR on CreditWatch Negative
--------------------------------------------------------
Standard & Poor's Ratings Services kept its 'B-' long-term issuer
credit rating and 'ruBBB' Russian national scale rating on
Russia-based Alliance Oil Co. Ltd. on CreditWatch with negative
implications.

S&P also kept its 'B-' issue rating on the company's senior
unsecured notes on CreditWatch negative.  The recovery rating
remains unchanged at '4'.

The CreditWatch update follows the announcement that Alliance
Oil's shareholders will merge the company into a new joint
venture with Independent Oil & Gas Company (NNK).  S&P
understands that the joint venture is subject to regulatory
approval.

S&P sees continuing uncertainty regarding Alliance Oil's
liquidity, following the shareholders' buyout of outstanding
stock and the creation of the new joint venture.

S&P understands that in late 2013, Alliance Oil's shareholders
raised US$1.2 billion in debt to buy out all then-outstanding
shares of the company.  Although this debt is technically not on
Alliance Oil's balance sheet as of year-end 2013, S&P believes
that it will have to be effectively serviced from the company's
cash flow.  The maturity profile of that debt and any refinancing
options remain unclear at this stage.

"Also, we currently have no information about the financials and
liquidity of other assets that will become part of the new joint
venture, or information on the financial policy and strategy of
the newly created joint venture.  NNK is a private oil and gas
company that we understand has acquired a number of assets in
recent quarters (including greenfields in Siberia and a gas asset
in Saratov region in Russia).  Financing of these acquisitions is
unclear, and we cannot rule out the possibility that NNK has
meaningful debt.  We understand that Alliance Oil's shareholders
are also contributing their Crimea-based assets, which may
trigger certain political risks, in our view.  We believe that
the assets contributed to the joint venture by NNK and by
Alliance's shareholders are much smaller than Alliance Oil's
assets and may have substantial capital expenditure (capex)
requirements, notably to develop NNK's greenfield upstream
projects.  At this stage, we cannot rule out the risk that
Alliance Oil may need to provide liquidity support for capex or
debt-repayment needs of other group members.  We do not foresee
any potential for parent support to Alliance Oil at this stage,"
S&P said.

S&P's rating on Alliance Oil continues to reflect its assessment
of the company's business risk profile as "weak" and its
financial risk profile as "highly leveraged."

The CreditWatch negative reflects the potential squeeze on
Alliance Oil's liquidity, due to the $1.2 billion in shareholder-
level debt raised to buy out all then-outstanding shares in the
company in late 2013, or the financial needs of members of the
new joint venture.

S&P plans to resolve its CreditWatch within 90 days or once it
has clarification on the implications of this debt for Alliance's
liquidity.

S&P could lower the ratings in case of any tightening in Alliance
Oil's liquidity, namely large short-term debt maturities or
covenant breaches.

S&P would likely affirm the ratings on Alliance Oil if its debt
maturity profile stayed manageable and it continued to comply
with covenants.


MAGNIT OJSC: S&P Revises Outlook to Positive & Affirms 'BB' CCR
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it had revised its
outlook on Russian retailer OJSC Magnit to positive from stable
and affirmed its 'BB' long-term corporate credit rating on the
company.

The rating actions reflect S&P's expectation that Magnit will
maintain its sound operating performance, despite a tough
economic environment.  Magnit's adjusted debt to EBITDA improved
to 1x in 2013, compared with 1.2x in 2012, primarily on
significant EBITDA growth.  For the year ended Dec. 31, 2013, the
company's revenues grew by 26% in U.S. dollar terms and adjusted
EBITDA increased by 35%, helped by EBITDA margin improvement of
about 70 basis points over the previous year to about 11.2%.

Magnit is continuing its ongoing expansion.  It increased net
selling space by almost 20% in 2013, and S&P thinks it will
continue its growth expansion for the next two years, although at
a slowing pace.  Nevertheless, S&P assumes Magnit will begin
generating free operating cash flow (FOCF) over the next two
years.

The rating reflects S&P's view of the group's "fair" business
risk profile and "intermediate" financial risk profile.  The
company is the largest food retailer in Russia in terms of
revenues and runs the country's biggest network of discount
grocery stores, hypermarkets, and cosmetics shops.  The company's
sound profitability benefits from increasing economies of scale
and limited competition in rural areas.

S&P's business and financial risk profiles result in a 'bb+'
anchor.  S&P applies one modifier (comparable rating analysis) to
this anchor, resulting in a stand-alone credit profile one notch
below the anchor, at 'bb'.  The comparable rating analysis
reflects the company's weaker FOCF and discretionary cash flow
generation profile than comparable companies.

The positive outlook reflects the possibility of an upgrade
within the next 12 months if Magnit not only maintains continuing
positive operating and financial trends but is also able to
generate material and sustainable FOCF, which would be the
necessary trigger for removing the negative comparable rating
analysis modifier.  S&P would also expect consolidated adjusted
debt to EBITDA to remain consistently below 3x, FFO of not less
than 30%, and an at least "adequate" liquidity position.

S&P could raise the rating if it saw meaningful FOCF generation.
Ratings upside might also result from improvement of the business
risk profile over the next 18-24 months through strengthening of
the company's market position to the extent that it could be
assessed as "satisfactory."  This would happen, in S&P's view, if
the Russian retail market consolidated to the extent that it had
more visibility on how the largest food retailers could withstand
close competition in the same regions.  At the same time, ratings
upside would hinge on the company's debt maturity profile
remaining predominantly long term and financial policy continuing
to be prudent.

S&P could revise the outlook to stable if Magnit experiences
adverse operating developments leading to significantly weaker
EBITDA and credit ratios than S&P anticipates, with FOCF
remaining negative.  Furthermore, if S&P was to reassess downward
the company's liquidity to "less than adequate," it might
consider revising the outlook to stable.  Deviation from the
company's current financial policy in the form of large-scale
debt-funded acquisitions might also pressure the company's
ratings, but S&P don't see this as an immediate risk.


METALLOINVEST JSC: Fitch Hikes Issuer Default Rating to 'BB'
------------------------------------------------------------
Fitch Ratings has upgraded Russia-based JSC Holding Company
Metalloinvest's Long-term Issuer Default Rating (IDR) to 'BB'
from 'BB-'.  The Outlook is Stable.

The upgrade reflects a combination of expected deleveraging over
the next two to three years combined with improvements in
corporate governance and transparency which have taken place over
the past two years.  In addition, the decision to develop the
Udokan project outside the Metalloinvest perimeter has removed
some financial uncertainty.

KEY RATING DRIVERS

Commitment to Continued Deleveraging

The company reduced its total debt in 2013 by USD500 million to
USD6 billion and is committed to continue deleveraging.  Fitch
expects positive FCF of USD435 million in 2014 to allow the
company's FFO adjusted leverage of 3.19x at end-2013 to reduce to
3.05 at end-2014 and to 2.49 at end-2015.

2013 Steel Weakness A One-off

The negative pricing environment for steel products in 2013 was
one of the main reasons for underperformance of Metalloinvest
yoy. Revenue from the steel segment declined by 22% yoy (total
revenue declined by 11% yoy) driven by a decline in sales volumes
and softer pricing.  The iron ore business, especially the
pellets segment, remained relatively stable (some volume decline
was compensated by stronger prices on pellets).  The steel
segment delivered negative EBITDA of USD24 million in 2013 vs
positive USD252 million in 2012 to a large extent due to
significant restructuring in the Ural Steel plant (closing an
inefficient open hearth furnace). Fitch expects the performance
of the steel segment to improve in 2014 as no one-offs are
expected occur.

Key Investment Projects Prioritized

The company reduced its capital spending in 2013 to USD531
million (vs Fitch's expectations of USD591 million).  Two key
investment projects have been prioritized -- the construction of
a 5mtpy pellet plant number 3 at MGOK (total capex of USD450
million); and the construction of a 1.8mtpy HBI plant at LGOK
(total capex of USD850 million).  Less important projects have
been postponed. Capex optimization should help Metalloinvest
continue to generate positive FCF.

2013 EBITDA Below Expectations, FCF Still Positive
The weak market environment in 2014 negatively affected the
company's top line and hence EBITDA, which was slightly below
Fitch's expectations (USD2.14 billion vs USD2.26 billion).
However, Metalloinvest managed to effectively control operating
expenses, which helped it remain slightly above Fitch's EBITDA
margin expectation of 28.9%.  The company remained FCF positive
in 2013 generating USD482 million (vs Fitch's expectation of
USD780 million).  Fitch expects FCF to remain positive in 2014
generating USD435 million. This should provide allow further
deleveraging.

Improved Debt Maturity

The company recently signed a pre-export finance dual-tranche
facility agreement with a club of international banks, including
Deutsche Bank, ING, Societe Generale, BNP Paribas, Credit
Agricole, UniCredit, BTMU and Credit Suisse.  The new facility
for a total USD1,150 million to be repaid in 2016-2019 has been
used to refinance the company's current pre-export facility due
2015-2016.

LIQUIDITY AND DEBT STRUCTURE

Fitch considers Metalloinvest's liquidity position as strong with
USD0.5 billion of cash in hand and USD0.9 billion of undrawn
committed bank facilities compared with USD190 million of short-
term borrowings as at end-2013.

Despite Fitch's expectation of further iron ore price softening,
the company's profitability is expected to remain strong (27.5%
EBITDA margin in 2014 and 30.2% in 2015) partly due to an
improvement in the steel segment as well as an increase in
pellets sales volumes.

Metalloinvest's debt maturity profile has been continuously
improving since 2008. Short-term debt accounted for only 3% of
total debt as of end-2013.

RATING SENSITIVITIES

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

-- Further deleverage resulting in FFO adjusted gross leverage
    sustainably below 2.0x and FFO fixed charge cover ratio
    sustainably above 8.0x.

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

-- EBITDAR margin below 25% on a sustained basis.
-- Related-party transactions with a major shareholder that are
    detrimental to the company's liquidity.
-- FFO adjusted gross leverage sustainably above 3.0x and FFO
    fixed charge cover sustainably below 6.0x.

Full List of Rating Actions:

JSC Holding Company Metalloinvest

  Foreign currency long-term IDR: upgraded to 'BB' from 'BB-';
  Outlook Stable

  Senior unsecured rating: upgraded to 'BB' from 'BB-'

  Local currency long-term IDR: upgraded to 'BB' from 'BB-';
  Outlook Stable

  National long-term rating: upgraded to 'AA-(rus)' from
'A+(rus);
  Outlook Stable

Metalloinvest Finance Limited

  Senior unsecured rating upgraded to 'BB' from 'BB-'


RUSSLAVBANK: Moody's Reviews B3 Deposit Ratings for Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed on review for downgrade the
B3 long-term global local and foreign-currency deposit ratings
and B3 local-currency senior unsecured debt rating of Russlavbank
(Russia).  The review for downgrade reflects a weakening of
Russlavbank's liquidity profile following negative publicity
relating to an investigation in the bank's head office, which
took place on April 23, 2014.

The bank's E+ standalone bank financial strength rating (BFSR)
(equivalent to a baseline credit assessment (BCA) of b3) was also
placed on review for downgrade. Russlavbank's Not Prime short-
term global local and foreign-currency deposit ratings are not
subject to the review.

Moody's rating action is primarily based on Russlavbank's
unaudited financial statements for January to April 2014 prepared
in accordance with the local GAAP.

Ratings Rationale

Moody's decision to place Russlavbank's ratings on review for
downgrade follows the investigation related to one of the bank's
managers who was accused of being involved in unlawful banking
operations. Russlavbank's management confirmed the fact of the
investigations in a public press release having emphasized that
the investigations did not target the bank as a legal entity, and
no accusations have been put forward against the bank. Moody's is
not currently aware of the imposition of any penalties on
Russlavbank as a legal entity as a result of the case.

Moody's ratings review is driven by the agency's view that the
negative publicity surrounding the investigation bears
reputational risks for Russlavbank. Moody's observes that the
situation has already led to an outflow of interbank and customer
funding from Russlavbank. As a result, the bank's liquidity
cushion (including cash and "nostro" accounts, deposits with
banks and securities available for pledge) dropped to 12% of
total assets as of 28 April 2014 from 19% reported as of 23 April
2014. The rating agency says that it may become challenging for
the bank to compensate these outflows by regular loan repayments
if the dynamics of funding outflows from Russlavbank continue.
Any alternative sources of funding appear to be limited and may
prove insufficient to cope with the potential liquidity stress.

Focus of the Review

Over the next several months, Moody's will monitor Russlavbank's
liquidity profile, as the liquidity shortage that emerged in
April 2014 is the primary source of risk for the bank's
creditors.

What Could Move The Ratings Down/Up

Moody's might downgrade Russlavbank's ratings if the bank is
unable to improve its liquidity profile and reinstate the
liquidity cushion to more comfortable levels.

Conversely, Moody's may confirm Russlavbank's E+ standalone BFSR
and B3 deposit and debt ratings if the bank's liquidity profile
stabilises and the share of liquid assets on the bank's balance
sheet materially increases.

Russlavbank's E+ standalone BFSR and B3 deposit and debt ratings
have low upside potential in the next 12 to 18 months given that
the ratings are on review for downgrade.

Headquartered in Moscow, Russia, Russlavbank reported -- as per
unaudited local GAAP accounting statements -- total assets of
US$1.0 billion and total equity of US$97 million as at year-end
2013.



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


MIVISA ENVASES: S&P Affirms & Withdraws 'B+' CCRs
-------------------------------------------------
Standard & Poor's Ratings Services said that it affirmed its 'B+'
long-term corporate credit ratings on Spain-based metal food can
maker Mivisa Envases, S.A.U. (Mivisa) and its parent Lata Lux
Holding Parent Sarl (together, the Mivisa Group).  At the same
time, S&P affirmed its 'B+' issue and '3' recovery ratings on the
senior secured debt borrowed by Mivisa.  S&P subsequently
withdrew all the aforementioned ratings at the issuer's request.

The affirmation follows the completion of the acquisition of the
Mivisa Group by Philadelphia-based metal packaging producer Crown
Holdings Inc.  S&P understands that the acquisition activated
change-of-control clauses that triggered the repayment in full of
all Mivisa's outstanding debt.  S&P understands that Mivisa will
now be funded by its new owners, and S&P is therefore withdrawing
its ratings on the Mivisa Group at the issuer's request.



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


FLOATEL INT'L: Moody's Assigns First-Time B2 CFR; Outlook Stable
----------------------------------------------------------------
Moody's Investors Service has assigned a first-time corporate
family rating (CFR) of B2 and a probability of default rating
(PDR) of B2-PD to Floatel International Ltd. Concurrently,
Moody's has assigned a provisional (P)B2 rating to the company's
proposed USD650 million senior secured term loan B due 2020
borrowed by Floatel and U.S. Finco. The outlook on all ratings is
stable.

The proceeds from the term loan will be used in combination with
a committed USD270 million New Vessel Facility ("NVF") to
refinance the existing debt amounting USD584 million and finance
USD241 million of remaining capex for the fourth rig, Floatel
Endurance, due for delivery in Q1 2015.

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

Ratings Rationale

The B2 CFR reflects Floatel's: (i) exposure to the cyclicality of
the highly fragmented oilfield services industry which is largely
commoditized and hence price-driven; (ii) small size and asset
concentration risk associated with a fleet of only three
operational vessels for the remainder of 2014, growing to five by
the end of 2015; (iii) high adjusted gross debt to EBITDA that is
expected to be approximately 5.5x at the end of 2014 and remain
at around that level in 2015; and (iv) the construction risk
associated with the delivery of the Endurance and Triumph
vessels, due in Q1 2015 and Q4 2015 respectively, despite the
shipyard's strong track record.

Floatel's ratings also take into consideration the company's: (i)
high revenue visibility due to medium term contracts on all
vessels, with contract coverage of 97% for 2014 and 84% for 2015;
(ii) high quality assets, operating one of the most modern
accommodation fleets; (iii) currently attractive niche market
featuring relatively limited supply and increasing demand,
leading to rising dayrates; and (iv) solid EBITDA margins of
above 45%, translating into high cash conversion levels without
large maintenance capex.

The B2-PD PDR, in line with the CFR, assumes a recovery rate of
50%, as the capital structure will consist of a first-out
revolving credit facility ("RCF") and instruments with first lien
and second lien security. Moreover, the recovery rate reflects
that the NVF will have financial covenants while the TLB will be
covenant-light.

The company's debt consists of an undrawn first-out USD100
million RCF maturing in 2019, a USD650 million TLB maturing in
2020 and a USD270 million NVF maturing in 2019. Although the RCF
ranks super senior and is secured on all five vessels, its
relatively small size results in the senior secured TLB being
rated (P)B2 -- at the same level as the CFR. The TLB is secured
on a first priority basis by the rigs Floatel Superior, Floatel
Reliance and Floatel Victory as well as any additional rigs that
an incremental facility finances. The TLB is also secured on a
second priority basis on the remaining vessels financed through
the NVF, currently assumed to be the Floatel Endurance and
Floatel Triumph, which are under construction. The TLB has the
option to be increased by either USD50 million or an incremental
amount which will be secured by and used for the financing of one
of the current vessels under construction or a sixth vessel. The
additional debt under the TLB will not be greater than 70% of the
value of the rig to be financed.

Floatel has a solid liquidity position. At the end of June 2014,
Moody's expects the company will have approximately USD100
million of cash on balance sheet and USD100 million of available
RCF due 2019. The rating agency expects this to comfortably cover
the limited maintenance capex, debt amortization payments and
with the NVF, the delivery of the fourth vessel (Floatel
Endurance).

The NVF and the RCF will have financial covenants referencing
minimum free liquidity and minimum book equity as well as vessel
covenants ensuring that the fair market value of the NVF first
lien collateral covers 120% (for two years before stepping up) of
the sum of a portion of any drawn RCF and the drawn NVF. The NVF
and RCF (if more than 25% is drawn) also have a covenant
referencing senior net debt/ EBITDA at a maximum of 6.0x until
2017 before stepping down. Moody's expects the company to have
adequate headroom under these covenants for the next 12-18
months.

There are dividend restrictions at 50% of cumulative net income
and dividend distribution is only possible once senior net debt /
EBITDA falls to 4.5x or below under the RCF and NVF and if the
company meets a 2.0x consolidated interest coverage test under
the TLB.

The stable outlook assumes that the company continues to operate
at high levels of utilization and that any future growth in its
fleet, as well as its financial policy do not lead to a
deterioration in credit metrics. It also assumes that the company
will maintain sufficient liquidity and that financing for the
Floatel Triumph is addressed in a timely manner.

What Could Change The Rating Up/Down

The company's small size limits positive near-term rating
pressure. However, ratings could be upgraded if gross leverage is
sustained substantially below 4.0x. Conversely, the rating could
be downgraded if gross leverage rises towards 6.0x or if the
conditions for a stable outlook are not met.

Floatel International is an oilfield services company
headquartered in Molndal, Sweden, that has established a leading
position in the niche offshore accommodation market. The company
owns five semisubmersible vessels. Three are currently in
operation and two are under construction, with deliveries due in
Q1 and Q4 2015. Offshore accommodation is utilized for
maintenance, commissioning and decommissioning of offshore
production facilities. Floatel is jointly owned by funds of
private equity company Oaktree Capital Management, L.P. (43%
ownership) and Keppel Corporation (unrated, 50% ownership) a
Singaporean conglomerate.


FLOATEL INT'L: S&P Assigns Prelim. 'B' CCR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its
preliminary 'B' long-term corporate credit rating to Bermuda-
based accommodation rig owner Floatel International Ltd.  The
outlook is stable.

At the same time, S&P assigned a preliminary 'B' issue rating to
Floatel's proposed US$650 million term loan B.  The preliminary
recovery rating is '3', indicating S&P's expectation of
meaningful (50%-70%) recovery in the event of a payment default.

The final ratings will depend on S&P's receipt and satisfactory
review of all final transaction documentation.  Accordingly, the
preliminary ratings should not be construed as evidence of final
ratings.  If Standard & Poor's does not receive final
documentation within a reasonable time frame, or if final
documentation departs from materials reviewed, S&P reserves the
right to withdraw or revise its ratings.

The preliminary ratings on Floatel reflect S&P's assessment of
the group's "weak" business risk profile and "highly leveraged"
financial risk profile, under its criteria.

"Our assessment of Floatel's business risk profile as "weak"
reflects Floatel's participation in the highly competitive and
cyclical offshore oilfield services industry, limited
diversification due to the low -- albeit expanding -- number of
rigs in operation (three with an additional two rigs on order),
and relatively aggressive and largely debt-funded growth
strategy. Geographic and customer diversification is limited due
to the low number of vessels, but customers are largely blue-chip
exploration and production companies," S&P said.

Relative strengths include Floatel's young, competitive, high
quality fleet -- all rigs were delivered from 2010 onward -- and
strong contract backlog of about $1.2 billion (including US$428
million of options).  This leads to good earnings and cash flow
visibility and reflects high demand for capacity.  Low operating
costs and an experienced management team also support Floatel's
adjusted EBITDA margins of about 50% in each of the last three
years.  In S&P's view, operational risk is somewhat lower than
that of other offshore operators, as once the accommodation rig
is hooked up to the operating facility, there appears to be
limited risk of downtime.  Conversely, Floatel's accommodation
vessels do not add as much value as other offshore operators (for
example, contract drillers).

S&P's assessment of Floatel's financial risk profile as "highly
leveraged" reflects its view of the group's highly debt-leveraged
capital structure, and aggressive financial policies as a result
of part-private-equity ownership.  It also reflects S&P's
forecasts that material investment in new rigs will result in
negative free operating cash flows (FOCF) and an increase in debt
over the medium term.  Maintenance capital expenditure (capex) is
low, so Floatel could generate substantial cash flow once the new
rigs are operational, although the company will likely continue
to expand over the long term.

S&P assess the company's management and governance as "fair,"
reflecting its experienced management team.

S&P's base-case scenario incorporates the following assumptions:

   -- All rigs are currently under long-term contracts; hence
      S&P's forecast predominantly reflects the agreed day rates
      and mobilization fees.

   -- S&P assumes 97.5% utilization in contracted periods, but
      less in uncontracted periods to reflect uncertainty.

   -- S&P expects the new "Endurance" and "Triumph" rigs to be
      fully operational in 2015 and 2016, respectively.

   -- Private equity joint owner Oaktree has confirmed no
      intention to pay dividends, but any change in this policy
      would represent a downside to forecasts.

   -- Maintenance capex requirements are less than $4 million-$6
      million per vessel per year.  S&P expects capex on the two
      rigs on order to be about $62 million in 2014 and $589
      million in 2015.

   -- Management completed a rights issue in 2012 to raise $42
      million (to finance the initial payment on Endurance) and
      forecast a further $80 million issue in 2015.  S&P do not
      include the latter in its forecasts as it is currently
      uncertain, but S&P could take a positive view of the rights
      issue if Floatel uses the proceeds to pay off debt.

Based on these assumptions, S&P arrives at the following credit
measures at year-end 2014:

   -- Adjusted debt to EBITDA of above 6x;
   -- Funds from operations (FFO) to debt of about 10%; and
   -- Negative FOCF as a result of the major capex program.

The stable outlook reflects S&P's view that Floatel's credit
metrics will remain commensurate with a "highly leveraged"
financial risk profile.  S&P's base-case scenario assumes that
the company's EBITDA margins will remain broadly stable over the
next 12 months, supported by Floatel's strong contract backlog.
S&P anticipates that liquidity will remain adequate over the next
12 months following the refinancing.

S&P could lower the rating if any unexpected operational issues
occur on one of Floatel's three operational rigs, which lead to a
materially worse performance than in S&P's base-case forecasts.
S&P might also consider a downgrade if any liquidity issues
arise, for example if the company orders further rigs without
adequate financing in place, or if our assessment of the
company's liquidity weakens.

S&P sees an upgrade as relatively remote for the time being,
given Floatel's debt-funded, aggressive growth strategy.
Sustained deleveraging and stronger credit metrics than S&P
currently anticipates could prompt it to raise the ratings if
Floatel significantly reduces its debt and generates positive
free operating cash flow.  In S&P's view, an improvement in
Floatel's financial risk profile would be the most likely cause
of an upgrade.



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


DIXONS RETAIL: Fitch Withdraws 'B+' LT Issuer Default Rating
------------------------------------------------------------
Fitch Ratings expects to withdraw its ratings of Dixons Retail
plc within the next 30 days as they are no longer considered by
Fitch to be relevant to the agency's coverage.  Fitch will
continue to maintain coverage of Dixons prior to withdrawal.

Fitch's ratings on Dixons are unsolicited and have been provided
by them as a service to investors.  Fitch reserves the right in
its sole discretion to withdraw or maintain any rating at any
time for any reason it deems sufficient.  Fitch may elect to
maintain coverage based on investor feedback.  Fitch will only
provide ratings where it has sufficient information to rate the
issuer or transaction.

This advance notice is provided to permit further investor
feedback to Fitch and for the benefit of users in managing their
use of Fitch's ratings.

Fitch rates Dixons as follows:

  Long-term IDR: 'B+'; Outlook Stable
  Senior unsecured rating: 'BB-'


EXOVA GROUP: S&P Affirms & Withdraws 'BB' Corp. Credit Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit rating on U.K.-based testing, inspection, and
certification services provider Exova Group Ltd.

At the same time, S&P affirmed its 'BBB-' and 'BB-' issue and '1'
and '5' recovery ratings on Exova's debt.

S&P subsequently withdrew all the ratings at the company's
request.  At the time of the withdrawal, the outlook was stable.

At the time of the withdrawal, the ratings on Exova reflected
S&P's view of its business risk profile as "fair" and its
financial risk profile as "intermediate."

The ratings also reflected S&P's belief that, following the
recent IPO, Exova will maintain a more moderate financial policy
as a publicly traded company, notwithstanding its partial
ownership by private equity firm Clayton, Dubiler & Rice (CD&R).
S&P notes that shortly before the IPO, all of Exova's shareholder
loans, accrued payment-in-kind interest, preference shares, and
accrued dividends were converted into pure common equity.  This
dramatically reduced the group's leverage, as S&P treated all of
the abovementioned instruments as debt under its criteria.

The group has repaid its GBP155 million senior unsecured notes,
due 2018 and the senior bank facilities issued by Exova PLC, a
subsidiary 100% indirectly owned by Exova and formerly known as
Exova Ltd.

Exova has historically had a high but stable level of fixed
costs, leading to significant operational gearing.  S&P has noted
that when revenues are rising, operational gearing contributes to
improving profitability.  Exova is benefitting from increasing
demand for its services, and making ongoing efforts to strengthen
its sales force and drive cost-base efficiencies.

Exova has a limited scale of operations, and relatively limited
short-term cost-base flexibility.  These weaknesses are partially
mitigated by the group's good business position in a profitable
and relatively stable industry, and by its sound geographic and
client-base diversity.  The rating was also supported by Exova's
reputable track record, with solid lab accreditations and client-
specific approvals that provide high barriers to entry.


KYMO HOLDINGS: Director Banned for 7 Years
------------------------------------------
Kyle Ashley Goldsmith, 41, a director of Kymo Holdings Limited,
Lancashire Nursing & Residential Homes Limited and Carecroft
Limited, all of which were involved with the operation of a care
home in Clitheroe, has been banned from being a director of a
company for seven years, following a hearing at Bolton County
Court for failing to make sure the companies kept proper books
and records.

Mr. Goldsmith's disqualification, from April 24, follows an
investigation by the Insolvency Service and prevents him from
acting as a company director or from managing or in any way
controlling a company until 2021.

The investigation found that minimal records had been delivered
up to the liquidators of the companies following their failure in
2011 and 2012, and as a result, it was impossible to verify the
companies' financial dealings, in particular, the extent of their
assets and liabilities, the purpose of cash transactions and the
nature of inter-company transactions.

As a director, Mr. Goldsmith had a responsibility to make sure
this was done.

Commenting on the disqualification, Robert Clarke, Group Leader
of Insolvent Investigations North at the Insolvency Service,
said:  "Directors have a clear, statutory duty to ensure that
their companies maintain proper accounting records, and,
following insolvency, deliver them to the office-holder in the
interests of fairness and transparency. Without a full account of
transactions it is impossible to determine whether a director has
discharged his duties properly, or is using a lack of
documentation as a cloak for impropriety.

"Mr. Goldsmith has paid the price for failing to do that, as he
cannot now carry on in business other than at his own risk."

The companies had a combined deficiency of more than GBP1.5
million, having entered separate insolvency proceedings between
May 2011 and February 2012.

Kymo Holdings Limited was incorporated on Aug. 10, 2006 and was
placed into Administration on June 7, 2011.

Lancashire Nursing & Residential Homes was incorporated on July
9, 2009 and went into compulsory liquidation on May 25, 2011.

Carecroft Limited was incorporated on Oct. 18, 2010 and was
placed into Administration on Feb. 16, 2012.


NOTTINGHAMSHIRE RECYCLING: Enters Into Administration
-----------------------------------------------------
John Brazier at Insolvency News reports that Nottinghamshire
Recycling Ltd has entered administration resulting in the loss of
21 jobs.

The company entered administration following a period of
"financial difficulties," the report says.

Eddie Williams and Rob Hunt of PricewaterhouseCoopers were
appointed as joint administrators to the company on May 7, 2014,
the report discloses.

Insolvency News relates that Messrs. Williams and Hunt were also
appointed fixed charge receivers of the properties known as
Workshop Recycling Centre and Kiveton Park Recycling Centre on
May 7, 2014.

Insolvency News notes that the firm, which posted annual turnover
of approximately GBP4 million and employed 29 staff, lost its
permit to perform waste management operations at its primary site
in Worksop, Nottinghamshire, following a fire in February 2014.

According to the report, company directors requested funders to
place the company into administration and appoint fixed charge
receivers over the properties to preserve value of the operating
facilities.

"The operations are well located with a strong and supportive
customer and supplier base but regrettably the current position
of the company is such that we have had to make the immediate
decision to mothball the operations at both sites which has
resulted in 21 redundancies," Insolvency News quotes Mr.
Williams, joint administrator and director at PwC, as saying.

"Our immediate priority is to work alongside the remaining
employees and assess the options available that could preserve
and protect the company's assets which will involve discussions
with a number of key stakeholders and interested parties."

Nottinghamshire Recycling is a Midlands-based recycling company.


PIPE HOLDINGS: S&P Raises CCR to 'BB'; Outlook Stable
-----------------------------------------------------
Standard & Poor's Ratings Services said that it raised its long-
term corporate credit rating on Pipe Holdings PLC (Polypipe) to
'BB' from 'B'.  The outlook is stable.

At the same time, S&P raised to 'BB' from 'B' its issue rating on
the GBP150 million senior secured notes issued by Polypipe.  The
recovery rating on these notes is unchanged at '3', reflecting
S&P's expectation of a meaningful (50%-70%) recovery in the event
of a payment default.

The upgrade follows Polypipe's completion of its IPO and reflects
S&P's belief that Polypipe will maintain a more moderate
financial policy as a publicly traded company, notwithstanding
its partial ownership by private equity firm Cavendish.  In S&P's
experience, publicly traded companies tend to exercise less
aggressive financial policies than companies owned entirely by
private equity interests.  S&P notes that Polypipe intends to
redeem its GBP150 million senior secured notes on May 21, 2014,
and issue a new GBP120 million term loan at the same time.  S&P
calculates that pro forma the IPO and refinancing, the group's
credit metrics are commensurate with an "intermediate" financial
risk profile.

S&P estimates that close to 83% of Polypipe's stock is now
publicly owned, and believe it is possible the proportion of
public ownership could increase over time as private equity owner
Cavendish potentially monetizes its investment.  S&P therefore
bases its upgrade primarily on its reassessment of Polypipe's
financial policy upward to "neutral" from "FS-6".  This is a
result of the shareholding in the group changing due to the IPO,
with Cavendish's stake reducing from 100% to about 17% as a
result of the listing.

S&P's assessment of Polypipe's financial risk profile as
"intermediate" reflects its forecast of Standard & Poor's-
adjusted debt to EBITDA of just more than 2.1x on Dec. 31, 2014.
At the same time, S&P forecasts that Polypipe's funds from
operations (FFO) to debt will be about 36%.

The ratings continue to reflect S&P's assessment of Polypipe's
business risk profile as "weak," due to the group's small scale
and scope, with about 75% of revenues generated in the U.K. in
the financial year ended Dec. 31, 2013.  The group is exposed to
cyclical construction end markets and volatile input costs.
However, S&P notes that Polypipe generates more than one-third of
revenues from the repair, maintain, and improve segment, which
S&P sees as somewhat less cyclical than the construction segment.

S&P's base-case operating scenario for Polypipe assumes:

   -- Stable, mid-single-digit revenue growth in 2014;

   -- An EBITDA margin of about 18%-19% over the next 12-18
      months; and

   -- No major acquisitions or divestitures.

This results in the following credit measures:

   -- Debt to EBITDA of just more than 2x in 2014; and

   -- FFO to debt of about 36% at the same time.

The stable outlook reflects S&P's view that demand for Polypipe's
services will remain robust, and that the group will maintain its
margins over the rating horizon of 12-18 months.

Upside scenario

S&P could raise the ratings on Polypipe if the group were to
deleverage to a level S&P views as commensurate with a financial
risk profile of "modest."  Specifically, this means adjusted debt
to EBITDA of less than 2x and FFO to debt of more than 45% on a
sustained basis.

Downside scenario

S&P could lower the ratings if it was to see Polypipe adopt a
more aggressive financial policy or undertake significant debt-
funded acquisitions, leading to an increase in adjusted debt and
a weakening of credit metrics.  S&P could also lower the ratings
if it was to see wholesale management changes that could affect
its assessment of Polypipe's management and governance.


R&R ICE CREAM: S&P Assigns 'B' Rating to GBP315MM Secured Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue rating to the proposed GBP315 million senior secured notes
to be borrowed by U.K.-headquartered manufacturer of ice cream
and frozen desserts R&R Ice Cream PLC.  S&P assigned a recovery
rating of '4' to the proposed notes, indicating its expectation
of average (30%-50%) recovery in the event of a payment default.

At the same time, S&P affirmed its 'B' issue rating on R&R Ice
Cream's existing senior secured notes.  The recovery rating on
these notes is unchanged at '4'.  S&P understands that all the
proceeds of the proposed senior secured notes will be used to
refinance the existing senior secured notes in their entirety,
and S&P expects to withdraw the issue and recovery ratings on the
existing notes when they have been repaid.

In addition, S&P affirmed its 'CCC+' issue rating on R&R Ice
Cream's payment-in-kind (PIK) toggle notes.  The recovery rating
on the toggle notes is unchanged at '6', indicating S&P's
expectation of negligible (0%-10%) recovery prospects in the
event of a payment default.

The issue and recovery ratings on the proposed senior secured
notes are based on preliminary information and are subject to the
successful issuance of the notes and S&P's satisfactory review of
the final documentation.

While S&P recognizes that the proposed senior secured notes will
be contractually and structurally senior to R&R Ice Cream's PIK
toggle notes, the proposed notes will mature after the PIK toggle
notes in 2018.  In S&P's view, there is an increased risk of cash
leaking outside the restricted group to prepay the PIK toggle
notes prior to their maturity.  However, in S&P's opinion, some
protection against this leakage comes from the restricted
payments test under the documentation for the proposed senior
secured notes.  This test requires that the fixed-charge coverage
incurrence test is met before payments from the restricted group
can be made.

Recovery Analysis

S&P's issue and recovery ratings on the proposed senior secured
notes reflect that the collateral provided to the senior secured
lenders is relatively comprehensive, including share pledges,
mortgages, and debentures over fixed assets in the U.K. and
Germany.  However, in S&P's view, recovery prospects for these
lenders are restricted by the amount of priority liabilities
ranking ahead of the notes, including factoring facilities and a
EUR60 million super senior revolving credit facility (RCF).  (S&P
assumes that around EUR40 million of the factoring facilities
will be utilized at the point of default, but R&R Ice Cream has
access to a higher amount in the summer months.)

In S&P's view, the documentation for the proposed notes contains
fairly typical restrictions.  S&P notes that there is
considerable headroom for R&R Ice Cream to raise additional
senior secured debt subject to a 4.5x senior secured leverage
covenant, and there are no restrictions on the amount of
receivables that can be securitized.

To calculate recoveries, S&P simulates a hypothetical default
scenario.  In S&P's view, a default would most likely result from
increased competition, leading to a gradual decline in customers
and higher raw material costs that cannot be passed on due to the
operating environment.  S&P envisage a default in 2017.  S&P
values R&R Ice Cream as a going concern given its leading market
position, which is underpinned by its efficient overall
operations.

"At our hypothetical point of default, we calculate stressed
EBITDA of around EUR54 million, which reflects the completed
acquisition of U.K.-based ice cream manufacturer Fredericks Ice
Cream Ltd.  In our view, this acquisition adds additional value
even in a distressed scenario. Assuming a stressed EBITDA
multiple of 5.5x, we calculate a stressed enterprise value of
about EUR295 million at the hypothetical point of default.  After
deducting priority liabilities of about EUR60 million -- mainly
comprising enforcement costs, around EUR40 million of receivable
financings, and finance leases--this leaves approximately
EUR235 million for the secured lenders.  We assume that R&R Ice
Cream's EUR60 million RCF would be outstanding at default, and
proceeds would accrue to these lenders first.  This leaves
recovery prospects of 30%-50% for the senior secured
noteholders," S&P noted.


RANGERS FOOTBALL: Former Director Loses Cash Freeze Bid
-------------------------------------------------------
Herald Scotland reports that Imran Ahmad, a former commercial
director at Rangers, failed in a renewed bid to freeze cash at
the Ibrox club following a season ticket protest ahead of his
legal action in which he is seeking a GBP500,000 payout.

The report relates that a judge said that on the basis of the
information put before him by Mr. Ahmad, it could not be said
that as matters stand today that there is a real possibility that
the football firm will be practically insolvent early next year.

"I appreciate that there is some scope for concern as to the
financial future of the defenders," Herald Scotland quotes Lord
Armstrong as saying.

According to the report, the judge said he was asked to place
weight on sworn statements from club officials, including the
chief executive Graham Wallace.

He said he was informed that there had been meetings in recent
days with institutional investors who were said to have "a good
degree of confidence" in the management and are fully aware of
difficulties, the report relays.

"It is in effect confirmation that the defender is financially
secure and will remain so for the foreseeable future," he said.

According to Herald Scotland, Lord Armstrong said that he was
told that the position of the Union of Fans group and that of
former director Dave King amounted to a significant campaign
which, taken together with protests at a home match against
Dunfermline, indicated a strength of support for the strategy of
withholding season ticket payments, which was said to be the
primary of principle source of income for the club.

The report relates that Mr. Ahmad's counsel Kenny McBrearty QC
argued that the fact that there was a risk of insolvency was a
reason to grant the move to ring fence GBP620,000 at the Ibrox
club ahead of his client's legal action being heard.

The sum sought to be frozen included the GB500,000 Mr. Ahmad is
seeking in compensation, plus interest and cash for expenses, the
report notes.

He said that when applying the legal test the court was concerned
with the possibility of insolvency. "It is not concerned with
actual insolvency nor even with the probability of insolvency,
but rather the possibility of it," the report quotes Mr.
McBrearty as saying.

Herald Scotland adds that Mr. McBrearty said there had to be a
real and substantial risk that enforcement of an award in favour
of Mr. Ahmad would be defeated or prejudiced.

He said it was not possible to say at this stage that Mr Ahmad's
case at first sight was a weak one, the report relates.

                   About Rangers Football Club

Rangers Football Club PLC -- http://www.rangers.premiumtv.co.uk/
-- is a United Kingdom-based company engaged in the operation of
a professional football club.  The Company has launched its own
Internet television station, RANGERSTV.tv.  The station combines
the use of Internet television programming alongside traditional
Web-based services.  Services offered include the streaming of
home matches and on-demand streaming of domestic and European
games, which include dedicated pre-match, half-time and post-
match commentary.  The Company will produce dedicated news
magazine and feature programs, while the fans can also access a
library of classic European, Old Firm and Scottish Premier League
(SPL) action.  Its own dedicated television studio at Ibrox
provides onsite production, editing and encoding facilities to
produce content for distribution on all media platforms.


SOHO HOUSE: Moody's Affirms 'Caa1' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service affirmed Soho House Bond Limited's Caa1
corporate family rating (CFR) and the Caa1 rating of the GBP140
million senior secured notes issued by Soho House Bond Ltd. The
affirmations follow the announcement that Soho House proposes to
issue GBP25 million of add-on bonds shortly. At the same time
Moody's downgraded the Probability of Default Rating (PDR) of
Soho House to Caa1-PD from B3-PD, reflecting the change in the
company's capital structure following the incurrence of mortgage
bank debt to acquire the remaining unowned portion of the Soho
Beach House property in Miami in March this year.

The additional amount of GBP25 million senior secured notes will
be used to fully repay the GBP12.4 million drawn under the
company's revolving credit facility, pay the associated fees and
increase its liquidity by leaving approximately GBP12 million on
the balance sheet for general corporate purposes.

Ratings Rationale

The Caa1 CFR reflects the company's limited scale in a highly
competitive market, its ambitious international expansion
resulting in high amount of capex, and its weak credit metrics
including high leverage and modest interest coverage.

However, the CFR also incorporates the company's strong brand
name and stable membership base that brings directly
approximately 14% of revenues (as per December 2013) and
indirectly sustains volume and traffic in the Houses and
restaurants owned by the group. The churn rate has been low over
the last 18 months despite the difficult economic environment in
both the UK and the USA and the recent increase in membership
fees. In addition, the non-membership related component of the
business continues to grow thanks to the strong brand name and
well regarded offering.

Moody's expects that revenues and profitability would increase as
new Houses and public restaurants opened over the last few years
mature, starting to fully contribute to the company's financial
results. The increased offering and opening of houses into new
locations should lead to an increase in the number of members,
and also growth in the food and beverage sales (Soho House's
largest contributor to sales) as new restaurants are opened.
After standard adjustments, Moody's expects Soho House to
increase its EBITDA (as adjusted by Moody's) significantly over
the next two years.

After Moody's standard adjustments, gross leverage post add on is
expected to be high at around 7.4x on a 2013 pro forma basis.
Considering that the senior notes do not amortize, Moody's does
not expect leverage to decline materially before 2015, when the
agency expects EBITDA growth to accelerate.

The Caa1 rating on the GBP140 million of senior secured notes is
in line with the CFR though the notes will be subordinated to the
GBP25 million super senior revolver credit facility (RCF) in
right of payment in an enforcement scenario. Moody's also notes
that the RCF (fully available after the add on) will be used to
finance the company's operating and development needs. Finally,
Moody's notes that the company has raised debt in the US to
finance the acquisition of the Miami House (Permitted Investment
under the indenture). Moody's has fully accounted for this new
financing when assessing the company's ratings and the downgrade
of the PDR to Caa1-PD reflects the related change in the capital
structure.

Liquidity, although not particularly strong, will benefit from
the overfunding and should suffice to cover near-term operational
requirements (including high development capex to open new Houses
to sustain future profitability growth). However Moody's
anticipates that the high amount of debt service will result in
the company reporting negative free cash flow over the next two
years.

The outlook remains unchanged at positive and continues to
reflect Moody's expectation that the company will be developing a
credit profile in line with a B3 CFR following the successful
completion of its expansion program. While the strategy includes
high level of capex that will constrain the company's cash
generation in the near-term, funds are spent on the development
of the business, which should result in a higher profitability
level. The positive outlook also reflects Moody's expectation
that Soho House will be able to maintain its strong positioning
in the membership club sector, while benefiting from the growth,
notably in the US, where the company is well perceived and able
to grow its membership base.

What Could Change The Rating UP

An upward revision of the rating would likely result from 1)
continued and sustainable growth in Soho House's profitability as
driven by the successful penetration of new geographies, maturing
of opened houses and restaurants and higher membership base; 2)
the company maintaining an adequate liquidity profile; and 3) it
turning free cash flow positive and showing visible de-leveraging
progress from 2015 onwards.

What Could Change The Rating DOWN

Downward pressure on the rating could occur if (1) Soho House
fails to execute its development and growth plans successfully,
resulting in lower than expected growth in revenues and EBITDA;
(2) the company experiences loss of members (higher competition,
resistance towards price increases); (3) Cash Flow from Operation
(CFO) remains negative over several quarters, leading to a
failure to deleverage and/or to liquidity pressures.

Soho House is a fully integrated hospitality company that
operates exclusive, private members clubs as well as hotels,
restaurants and spas across major cities including London, New
York, Los Angeles, Miami, Toronto and Berlin. Founded in London
in 1995 as a membership club dedicated to the creative
industries, Soho House account for 39,000 members worldwide. Soho
House operates as of December 2013, 11 Houses; 16 public
restaurants mostly located in the UK and 10 Spas under the
Cowshed brand. In 2013, Soho House generated revenues of
approximately GBP165 million for a Gross profit of approximately
GBP131 million and Adjusted EBITDA of approximately GBP22 million


TURNSTONE MIDCO 2: Moody's Affirms 'B2' CFR; Outlook Stable
-----------------------------------------------------------
Moody's Investors Service has affirmed the B2 Corporate Family
Rating (CFR) and B2-PD Probability of Default Rating (PDR) of
Turnstone Midco 2 Limited. The B2 ratings of the existing GBP325
million senior secured fixed and floating rate notes and the Caa1
rating of the GBP75 million second lien notes, all of which are
issued by IDH finance plc, a subsidiary of Turnstone Midco 2
Limited, are also affirmed. At the same time, Moody's has upsized
the existing GBP125 million floating rate notes due 2018 with a
tap of GBP100 million. The rating outlook on all ratings is
stable.

The company is issuing a further GBP100 million tap issuance
principally to repay drawings under the Revolving Credit Facility
which were used in part to fund the acquisition of Dental
Directory in April 2014, to cover fees and expenses and for
general corporate purposes.

Turnstone Midco is the holding company for the operating
activities of Interdental Holdings Group (IDH).

Ratings Rationale

The rating affirmation reflects the relatively strong growth in
revenues and earnings; reported EBITDA before exceptional items
was at GBP64.9 million in the year to December 2013; with EBITDA
increasing by an estimated 20% year-on-year to March 2014.
Overall like-for-like revenue growth in 2013 was nearly entirely
attributable to the private sector (8.6%), with NHS-funded
revenues growing much more slowly. The reported pro-forma EBITDA
of GBP73 million for the year to December 2013 incorporates new
acquisitions assuming that these assets would have already
contributed to a full year of earnings. The company acquired 60
dental practices and opened one new dental practice in the whole
of FY2014. The rating affirmation also factors in the expected
slight increase in leverage following the recent acquisition of
the Dental Directory Group, a previously privately-owned company
that distributes consumables and equipment to the dental sector.
From a strategic perspective IDH is increasing vertical
integration by adding distribution companies to its existing
assets of dental practices, and thereby achieving cost synergies.
Following the acquisition of Dental Directory, which had an
estimated GBP8.7 million in EBITDA (before synergies) in 2013,
IDH's gross adjusted leverage is anticipated to increase from
about 6.2x as of FYE2014 to about 6.4x following the acquisition
and on a pro forma basis for the Dental Directory acquisition,
which is high for the rating category.

The B2 CFR reflects (1) the group's relatively small scale
compared with that of similar Moody's-rated companies, with
revenues of just GBP395 million in year to December 2013; (2) its
high financial leverage which is expected to increase somewhat
with the Dental Directory acquisition, and (3) the group's
aggressive and largely debt-funded acquisition growth strategy.
This is expected to continue and will constrain any meaningful
deleveraging after taking into account acquisition-related
capital expenditure. The CFR nevertheless recognizes the
discretionary nature of IDH's acquisition strategy, which could
be scaled back to preserve financial flexibility and liquidity if
needed. Additional risk factors include the risk of personnel
expenses, which comprise the bulk of IDH's overall costs, rising
more strongly than the adjustments in the NHS fees, or budget
cuts in the NHS itself.

The CFR also factors in (1) IDH's growing, but still small,
position in the fragmented UK dental healthcare market, with
around 74% of revenues generated through 'evergreen' contracts
with the NHS (National Health Service), which provides good
revenue visibility; 2) the group's recent track record of
reported and pro forma earnings growth; 3) the company's stable
cash flows and limited working capital requirements, as one
twelfth of NHS funding is received at the beginning of each
month; and 4) the likelihood that NHS revenues will show stable
growth, albeit at a very modest pace, and supported by the NHS's
stated intention to increase access to dental care in the UK. At
the same time, Moody's believe that as the company targets a
higher share of private sector funding, it will be exposed to
greater growth potential but also exposure to economic cycles.

The stable outlook reflects Moody's view that the company will
continue to pursue its acquisitive growth strategy, notably for
new dental practices, and will therefore only deleverage if the
growth in earnings exceeds that of any new borrowings. Moody's
believes that with leverage currently in the range of 6x that the
company is fairly weakly positioned in the rating category.

What Could Change The Rating Up/Down

Given the fairly stable operating environment, negative pressure
on the ratings or outlook would likely occur if the current
aggressive financial policy results in Moody's adjusted
debt/EBITDA remaining above 6.0x for a longer period of time, of
if the company generated negative free cash flow or on concerns
about liquidity. Positive ratings pressure is unlikely at the
time due to the company's aggressive growth strategy which in
Moody's view will constrain free cash flow and any significant
improvement in metrics. Positive rating pressure could occur if
there were a sustained reduction in leverage to below 5.0x and
positive free cash flow generation being sufficient to fund
acquisitions.

Headquartered in Manchester (UK), IDH provides dentistry services
in England, Scotland and Wales. In the twelve months to
December 2013, the company reported revenues and EBITDA of
GBP395.3 million and GBP64.9 million, respectively. IDH is owed
by private equity firms The Carlyle Group and Palamon Capital
Partners.


* UK: Cambridge Hospitality, Retail Insolvencies Down, R3 Says
--------------------------------------------------------------
Cambridge News reports that in a boost for the local services
economy, research by the insolvency trade body R3 reveals that
some of Cambridge's key hospitality and retail sectors have shown
a fall in insolvency risk for the second month running.

Amongst the strongest performers in February and March were
hotels, pubs and general retail, Cambridge News discloses.

The research also highlights a month-on-month strengthening of
the restaurant, construction, property and professional services
sectors across the wider East Anglia region, all of which have
shown a fall in businesses with a higher than normal risk of
insolvency since the end of February, Cambridge News notes.



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


* 70,000 Companies Insolvent in 2013 in Central & Eastern Europe
----------------------------------------------------------------
Companies in the Central and Eastern Europe region faced a
challenging year in 2013: The already weak economic situation
deteriorated and household consumption decreased due to fiscal
measures designed to tackle rising budget deficits. Access to
credit was further constrained in line with reduced supply and
demand for new loans. This situation affected companies directly
and forced them to lower their sales targets. Moreover, exports -
expected to contribute to GDP growth - suffered from the Eurozone
slowdown, where Central and Eastern European economies
traditionally conduct most of their foreign trade.

Result: nearly 70,000 companies in the region were insolvent in
2013, an increase of +5% compared with last year. Bulgaria
recorded the highest increase in insolvencies at 39%, with 834
cases. This situation can be traced back to a decrease in demand,
difficulties in accessing credit and the lack of programmes
supporting business activities. Excluding Hungary, where the drop
in insolvencies is due to a change in legislation, Latvia is the
bright spot in the CEE region, with a reduction of 7% in the
number of insolvencies. This positive result mirrors GDP growth
of an estimated 4.6% and rising private consumption in this
Baltic country.

"CEE countries faced a challenging business environment over the
course of last year. They suffered from low household spending
but also a recession in the Eurozone, which is, for most, their
main trading area. The Czech Republic, a country strongly
dependent on exports to the advanced EU countries, confirmed that
picture - both on the macro (the two-year recession) and the
micro levels (sharp rise in insolvencies of 26% in 2012 and 32%
in 2013)", explains Grzegorz Sielewicz, Economist for the CEE at
Coface.

Construction sector penalised by the economic environment

Subdued demand, decreased household spending and growing
competition have a direct negative impact on the retail and
wholesale trade sectors. During the second half of 2013 a slow
rebound had already begun after a slump, supported by low
inflation and returning consumer confidence.

The construction sector remains under pressure in the CEE
countries and the performance of the sector, which has been poor
for a prolonged period, did not improve in 2013. Following a
'domino effect', other industries linked to construction were
also affected, i.e. metal -working, machinery manufacturers. The
short-term outlook is just as bleak. The inflow of EU funds from
the new budget for 2014-2020 will affect companies' financial
situations at the end of 2014 at the earliest. In addition,
companies are still reluctant to start fixed asset investments as
they are not convinced that the economic slowdown has come to an
end and that an economic revival is about to start.

Insolvency rates drift apart in 2014

The first quarter of 2014 appears more positive in terms of
economic outlook. Coface anticipates that the average growth rate
of CEE countries will nearly double, increasing from 1.1% in 2013
to 2.0% in 2014. The drivers of this improvement will continue to
be the Baltic States, with Latvia and Lithuania at the top of the
CEE region and forecasted to grow 4.2% and 3.4%, respectively.
The other CEE economies will also experience higher growth rates
compared to 2013. The main source of growth will be increased
exports and private consumption. In this improving environment,
companies should feel more comfortable with their business
transactions and investments.

Despite the recovery, growth in Western Europe will remain
moderate, at 1.0% in 2014. Two stable economies will be the main
drivers of this growth - Austria and Germany, which should record
growth rates of 1.7%. Both of these countries will benefit from
the upturn in household consumption supported by the lowest
unemployment rates within the EU, rising salaries, as well as
growing external demand for their products.

Companies in the CEE region will benefit from the improved
situation of their main foreign trading partners. It will take
time before companies become less restrained with their business
activities and results are seen in their financial results. While
Poland and Latvia should show a decrease in the number of
insolvencies in 2014, the rest of the region will experience an
increase. Czech Republic, Hungary, Romania as well as Croatia and
Slovenia will record the highest increases.


* BOOK REVIEW: FROM INDUSTRY TO ALCHEMY
---------------------------------------
Author: Max Holland
Publisher: Beard Books
Softcover: 335 pages
List Price: $34.95
Review by Gail Owens Hoelscher
Order your personal copy today and one for a colleague at
http://www.beardbooks.com/beardbooks/from_industry_to_alchemy.htm
l

From Industry to Alchemy tells the story of people caught in the
middle of global competition, the institutional restraints
within which smaller companies had to operate after the Second
World War, the rise of Japanese industry, and the conglomeration
frenzy of the 1980s. The author's goal in writing this book was
to chronicle the decline in American manufacturing through the
story of that company.

Burgmaster was the culmination of the dream of a Czechoslovakian
143immigrant, Fred Burg, who described himself as a "born
machinist." After coming to America in 1911, he learned the
tool-and- die trade, becoming so adept that he "could not only
drill the hole, but also make the drill." A life-long inventor,
he designed an electric automatic transmission that was turned
down by GM's Charles Kettering; GM came out with a hydraulic
version six years later. Forced by finances to work in
retailing, after World War II he retired, moved to California
and set up a machine-tool shop with his son and son-in-law to
manufacture the turret drill, his own design. With the help of
the Korean War, and a previous shortage of machine tools,
business took off. It was a hands-on operation from the start
and remained that way. Burg once fired an engineer who didn't
want to handle a machine part because his hands would get dirty.
Management spent time on the shop floor, listening to employee
ideas. Burg lived and breathed research and development,
constantly fiddling to devise new machines and make old ones
better. Between 1955 and 1962, sales grew 13-fold and employees
from 62 to 272. Burg Tool was featured on Richland Oil Company's
broadcast Success Stories.

By 1965, however, Fred Burg was getting old and the three
partners knew that Burgmaster needed to fund another expensive,
risky expansion to fill back orders or lose market share.
Although companies had made offers before, Houdaille, a company
named for the Frenchman who invented recoilless artillery during
World War I, seemed a good match. The two had similar origins,
it seemed. Houdaille had begun an ambitious acquisition
program, and saw Burgmaster fitting into an unfilled niche. With
a merger, new capacity would be financed, and "Burgmaster would
continue to operate under present management, personnel and
policies but as a Houdaille division."

What comes next is management by numbers rather than hands-on
decisionmaking; alienation of skilled blue-collar workers;
pushing aside of management; squelching of innovation; foreign
and domestic competition; bitter trade disputes; leveraged
buyouts; the politics of U.S. trade policy; Japan-bashing; and
the inevitable liquidation of Burgmaster and loss of livelihood
of more than 400 employees.

This book was originally titled When the Machine Stopped: A
Cautionary Tale from Industrial America," published in 1989. It
was named by Business Week as one of the ten best business books
of 1989. The Chicago Tribune said that "anyone who wants to
understand American business must read When the Machine
Stopped.Holland has written the best business book in years."

The author explains trade regulations, the machine-tool
industry, and detailed corporate buyouts with equal clarity.
This down-to-earth book provides valuable insight into the
changes within an industry. It combines fascinating, creative
characters; number crunchers; growing corporate disdain for
manufacturing; and tangible consequences of Washington and Wall
Street gone crazy.

Max Hollandis a writer and research fellow at the Miller Center
of Public Affairs at the University of Virginia. His father
1worked for 29 years as a tool-and-die maker, union steward, and
machine shop foreman for Burgmaster.


                            *********

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.

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


                            *********


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

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

Copyright 2014.  All rights reserved.  ISSN 1529-2754.

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

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

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


                 * * * End of Transmission * * *