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

                           E U R O P E

           Thursday, June 19, 2014, Vol. 15, No. 120

                            Headlines

A U S T R I A

HYPO ALPE-ADRIA: Restructuring Draft Law May Hike Financing Costs


B E L G I U M

ETHIAS SA: Belgian Insurer Okayed to Amend Restructuring Plan


D E N M A R K

SCANDFERRIES APS: S&P Raises Corp. Credit Rating to 'BB-'


F R A N C E

ACCOR SA: Fitch Assigns 'BB(EXP)' Rating to Reset Rate Notes
ACCOR SA: S&P Assigns 'BB' Rating to Proposed Hybrid Notes
DECOMEUBLES PARTNERS: Fitch Assigns 'B-(EXP)' Longterm IDR


I R E L A N D

ALFA HOLDING: Fitch Assigns Final 'BB+' Rating to $350MM Notes


I T A L Y

BANCA CARIGE: S&P Keeps 'B-' Rating on CreditWatch Negative
BANCA POPOLARE DELL'EMILIA: S&P Lifts Counterparty Rating to 'BB'
BANCA POPOLARE DI MILANO: S&P Affirms 'B+' Rating; Outlook Stable
BANCO POPOLARE SOCIETA: S&P Affirms 'BB-/B' Counterparty Ratings
FGA CAPITAL: S&P Revises Outlook to Stable & Affirms 'BB+' Rating

ILVA: Italy Invites Arcelormittal to Invest or Buy Business
MEDIOCREDITO CENTRALE: S&P Affirms BB+ Counterparty Credit Rating
UNIPOL BANCA: S&P Affirms 'BB-/B' CCRs; Outlook Negative
VENETO BANCA: S&P Affirms 'BB' Counterparty Credit Rating


L U X E M B O U R G

TIGERLUXONE SARL: S&P Assigns Prelim. 'B' CCR; Outlook Stable


N E T H E R L A N D S

FAB CBO 2002-1: S&P Raises Rating on Class A-2 Notes to 'B'
LEOPARD CLO V: S&P Affirms 'CCC-' Rating on Class F Notes


S P A I N

BBVA EMPRESAS 6: Fitch Says Swap Removal No Impact on 'BB' Rating
* SPAIN: May Extend Debt Rules to Companies in Liquidation


U N I T E D   K I N G D O M

CARROS UK HOLDCO: S&P Lowers Rating on 1st Lien Debt to 'B'
LAKELAND LEATHER: In Administration; More Than 200 Jobs at Risk


                            *********


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


HYPO ALPE-ADRIA: Restructuring Draft Law May Hike Financing Costs
-----------------------------------------------------------------
Nicole Lundeen at The Wall Street Journal reports that Willibald
Cernko, the president of the Austrian Bankers' Association, said
Austria's draft law on restructuring heavily indebted Hypo Alpe-
Adria Bank International AG could lead to higher financing costs
for the country's banks and damage investors' trust if enacted.

According to the Journal, under the draft law, which was approved
by the government's weekly cabinet meeting last week, but has yet
to be passed by parliament, holders of subordinate bonds valued
at EUR890 million (US$1.21 billion) with a guarantee from the
Province of Carinthia, where the bank is based, could face a
total write-down.

Another EUR1 billion worth of subordinate bonds with a federal
government guarantee won't be included in the bail-in, the
Journal notes.  The decision not to honor the provincial
government guarantee has been met with criticism at home and
abroad, and has raised worries about Austria's commitment to
stand behind its guarantees, the Journal relays.

Citing a December 2010 report from the Austrian central bank,
Mr. Cernko said the move could increase the cost of financing for
Austrian banks by as much as 70 basis points, or EUR1.5 billion a
year, over the medium term, the Journal relates.

                     About Hypo Alpe-Adria

Hypo Alpe-Adria International AG is a subsidiary of BayernLB.  It
is active in banking and leasing.  In banking, HGAA serves both
corporate and retail customers and offers services ranging from
traditional lending through savings and deposits to complex
investment products and asset management services.

Hypo Alpe has received EUR1.75 billion in aid in emergency
capital from the Austrian government.  European Union Competition
Commissioner Joaquin Almunia said in March 2013 that Hypo faced
possible closure for failing to adequately restructure.
The European Commission approved Hypo's recapitalization in
December 2013, but made it conditional on the management
presenting a thorough plan to overhaul the group.  The Austrian
finance ministry, which effectively runs Hypo Alpe, submitted a
restructuring plan to the Commission on Feb. 5.



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B E L G I U M
=============


ETHIAS SA: Belgian Insurer Okayed to Amend Restructuring Plan
-------------------------------------------------------------
Law360 reported that Belgian insurance giant Ethias SA has won
European Commission approval to amend its 2010 restructuring
plan, prolonging by three years the rundown of its unprofitable
retail life insurance portfolio, the agency announced.  According
to the report, the amendments enabled Ethias to continue to run
down its retail life reserves for another three years, but no
longer obligate it to fully divest or run down the portfolio
unless an increase in market interest rates allows it to sell the
contracts, the commission said.

The amendments also alter the corporate governance to give
Vitrufin more independence from Ethias, the report cited the
statement.  The proposed new commitments replace those in the
original restructuring plan that were never implemented,
according to the commission's statement, the report said.



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


SCANDFERRIES APS: S&P Raises Corp. Credit Rating to 'BB-'
---------------------------------------------------------
Standard & Poor's Ratings Services said that it had raised its
long-term corporate credit rating on Denmark-based ferry services
provider, Scandferries Aps (known as Scandlines), to 'BB-' from
'B+'.  The outlook is stable.

S&P also raised its issue rating on the company's senior secured
debt to 'BB' from 'BB-'.  The recovery rating remains at '2',
indicating S&P's expectation of substantial (70%-90%) recovery in
the event of a payment default.

The rating actions reflect S&P's reassessment of the influence of
Scandlines' financial sponsor (FS) ownership to "FS-5" from "FS-
6," leading it to revise its view of the financial risk profile
to "aggressive" from "highly leveraged," as S&P's criteria define
the terms.  S&P now considers it unlikely that the company's
financial policy and funding decisions, involving for example a
potential acquisition of a 50% stake in the Helsingborg-Helsingor
route from Stena Line AB, will constrain improvement of the
leverage ratio. S&P therefore forecasts Standard & Poor's-
adjusted debt to EBITDA to decline sustainably to less than 5.0x
over the coming 18 months.  Furthermore, S&P believes that the
company will maintain "adequate" liquidity, with sufficient
covenant headroom. Scandlines is fully owned by 3i Group Plc
(3i), a U.K.-based private equity company.

"We view Scandlines' business risk profile as "fair,"
incorporating our assessment of the shipping industry's "high"
risk and the company's narrow business scope and diversity
compared with global shipping operators'.  Scandlines' business
model is built around three ferry routes deploying 12 well-
maintained, but aging, vessels and two border/duty free shops.
Furthermore, the company is highly dependent on one route (Rodby-
Puttgarden) and the related retail business (border/duty free
shop Puttgarden), which together account for about 75% of
Scandlines' EBITDA.  Scandlines is exposed to cargo traffic as
well, which we consider to be cyclical and accounts for about 20%
of its revenues.  We also see a long-term risk of the possible
opening of the Fehrman Belt Fixed Link, a tunnel that would
connect Germany and Denmark, which would likely reduce traffic
volumes and, therefore, earnings on Scandlines' main route
(Rodby-Puttgarden), although from 2022 at the earliest," S&P
noted.

"These weaknesses are mitigated, in our view, by Scandlines'
leading and fairly protected position as a ferry operator for
foot passengers, cars, cargo, and border shoppers in the corridor
between Denmark, Sweden, and Germany, underpinned by a well-
recognized brand.  We also believe that Scandlines' efficient
business model and ownership of key port infrastructure provide
operational benefits and high barriers to entry for competitors,
thereby ensuring recurring income streams.  Furthermore,
Scandlines has a demonstrated ability to manage costs during
difficult market conditions, as shown by a track record of
achieving "above average" returns on capital, compared with the
industry peer group.  We incorporate these factors into our
assessment of Scandlines' profitability as "strong."  Moreover,
the company operates in the Northern European catchment area,
with German and Scandinavian economies holding up better than the
overall economy of the European Economic and Monetary Union.
This results in relatively good resilience to economic swings, in
our view.  Our assessment of Scandlines' "fair" business risk
incorporates our view of "very low" country risk," S&P said.

"We assess the influence of Scandlines' FS ownership at "FS-5,"
leading to a financial risk profile assessment of "aggressive."
We believe that the company's leverage ratio (Standard & Poor's-
adjusted debt to EBITDA) will improve to less than 5.0x over the
next 18 months and we consider the risk of it increasing beyond
5.0x as low," S&P added.

S&P's assessments of an "aggressive" financial risk profile and a
"fair" business risk profile indicate an anchor of 'bb-', as per
our criteria.  S&P removed the upward adjustment of one notch
from its comparable rating analysis, given that S&P now considers
Scandlines' credit measures to be consistent with the financial
risk profile.

No other modifiers affect the rating, leading to a corporate
credit rating of 'BB-'.

In S&P's base-case scenario for Scandlines over 2014-2015, it
assumes:

   -- Low single-digit-percentage sales growth, linked to S&P's
      estimates of inflation and annual GDP growth rates for
      Denmark, Sweden, and Germany.

   -- Modest cost-base growth that should allow Scandlines to
      maintain a Standard & Poor's-adjusted EBITDA margin of 33%-
      35%.

   -- A EUR50 million downpayment for the leasing of two new
      vessels on the Gedser-Rostock route, to be delivered in
      2015 but paid for in advance in 2014.  Apart from that,
      modest capital expenditures of EUR20 million-EUR35 million
      annually for fleet maintenance and improvement.

   -- No surplus cash adjustment to calculate adjusted debt
      because of Scandlines' FS ownership.

Based on these assumptions, S&P arrives at the following credit
measures:

   -- A weighted average ratio of adjusted funds from operations
      (FFO) to debt of 14%-15% in 2014-2015, up from 12.9% in
      2013.

   -- A weighted average ratio of adjusted debt to EBITDA of
      4.5x-5.0x in 2014-2015, down from 5.4x in 2013.

The stable outlook reflects S&P's view that Scandlines will
sustain its fairly resilient operating performance, underpinned
by its efficient business model and proven cost-control
capabilities. Combined with its improving credit ratios and
adequate liquidity, this should enable the company to maintain a
credit profile commensurate with the rating.

For Scandlines, S&P considers ratios of adjusted debt to EBITDA
of less than 5.0x and adjusted FFO to debt of more than 12% to be
consistent with a 'BB-' rating, and S&P believes that the company
will achieve these ratios in the next 18 months.  Furthermore,
the rating is predicated on the assumption that Scandlines will
implement a prudent financial policy, which should allow it to
improve and keep its credit measures consistent with the rating.

Downside scenario

A downgrade would likely stem from large, unexpected debt-funded
acquisitions or shareholder returns, or from an unforeseen
significant setback in operating performance, which could
materially weaken liquidity or credit measures, for example, with
the ratio of adjusted debt to EBITDA remaining above 5.0x for a
prolonged period.

Upside scenario

S&P could consider an upgrade if it believed that Scandlines'
financial policy had moderated, becoming consistent with S&P's
"FS-4" category.  This might result, among other things, from
shareholders other than the financial sponsors owning a material
(at least 20%) stake in Scandlines and evidence that 3i would
relinquish control over the medium term.  In addition, S&P would
have to forecast that Scandlines would achieve and maintain the
core credit ratios of adjusted debt to EBITDA of less than 4x and
adjusted FFO to debt of more than 20%.  S&P believes that this
scenario is unlikely over the next 18 months.



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F R A N C E
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ACCOR SA: Fitch Assigns 'BB(EXP)' Rating to Reset Rate Notes
------------------------------------------------------------
Fitch Ratings has assigned Accor SA's (Accor; BBB-/Stable)
proposed deeply subordinated fixed to reset rate (DS) notes a
'BB(EXP)' expected rating. Fitch has applied 50% equity credit
treatment to this issue. The assignment of the final rating is
subject to the receipt of final documentation conforming to
information already received.

The proposed hybrid issue will be deeply subordinated and ranks
senior only to Accor's share capital, while coupon payments can
be deferred at the discretion of the issuer. As a result the
'BB(EXP)' rating is two notches below Accor's 'BBB-' Long-term
Issuer Default Rating (IDR), reflecting the notes' higher loss
severity and risk of non-performance relative to senior
obligations. This approach is in accordance with the agency's
criteria, "Treatment and Notching of Hybrid in Nonfinancial
Corporate and REIT Credit Analysis" dated December 23, 2013
available at www.fitchratings.com.

The proposed securities qualify for 50% equity credit as they
meet Fitch's criteria with regard to subordination, remaining
effective maturity of more than five years, full discretion to
defer coupons for at least five years and limited events of
default. Deferrals of coupon payments are cumulative and there
are no look-back provisions.

The DS bonds are perpetual notes with no legal maturity date. The
bonds are callable on the first call date, and subsequently five
years after that date and then on any interest payment date
thereafter. Under Fitch's criteria, the effective maturity date
is the point in time when replacement intention falls away. Fitch
will remove the equity credit of the notes for its rating
forecasts five years before the Fitch effective maturity date is
reached (ie equity credit will fall away for the above in 2035).

KEY RATING DRIVERS

Size and Diversification
Accor's Issuer Default Rating (IDR) of 'BBB-' continues to
reflect the group's positioning in the economy and mid-scale
segments, strong brand awareness, scale and geographical
diversification as a leading hotel group in the world and number
one in Europe in terms of hotel rooms.

New Property Strategy
Under its new strategy announced in November 2013, Accor has set
a value-oriented disciplined hotel ownership strategy, which
includes an end to expansion through leases and no further
disposals of hotels, unless they are structurally underperforming
assets. This should assist in reducing the group's lease adjusted
debt burden in the next three to four years.

In purchasing the Moor Park Fund portfolios for EUR722 million in
1Q14, Accor acquired hotel assets already operated and leased by
the Accor group under various brand names, but is replacing more
expensive variable-cost lease liabilities with cheaper debt
financing. Following the Moor Park transaction in January 2014,
Accor has a total of around EUR2.4 billion of unencumbered
branded hotel assets, which underpin the investment grade rating.

Stable Leverage

Leverage reduced in 2013 to FFO lease-adjusted gross leverage of
4.7x at end-2013, versus 5.0x at end-2012 driven by reduced lease
liabilities. This was broadly in line with Fitch's estimates. We
expect a small rise in FFO lease-adjusted gross leverage in 2014
to around 4.9x due to the combination of various new funding
transactions, including the planned hybrid bond, the 2021 EUR750
million bond issued in January 2014 and the EUR1.8 billion
syndicated facility announced in June 2014, partly offset by a
reduction in capitalized lease obligations.

New Business Model

The new business model splits the group into two distinct
entities with their own targets and is a further step towards
Accor's objective of becoming an asset light operator. The
HotelInvest division owns and leases 1,400 hotels and is yield-
oriented. Accor's HotelServices division is the hotel operator
and brand franchisor within the group and is fee-oriented. Its
development strategy is based on management and franchise
contracts. From a rating perspective, this new hotel "twin track"
strategy should ensure that Accor generates additional free cash
flow (FCF) in the medium term, as it moves more towards a fee-
based structure and reduces expensive variable-lease payments.

Low FCF

Accor's FCF remains limited as the group continues to own a
material proportion of its properties. In addition the group is
expanding rapidly, mainly in Asia Pacific and Europe, and is
spending around 9%-10% of its revenues in capex. We expect Accor
to generate mildly positive FCF margin over the next few years.

Still High Lease Liabilities

While Accor's new property policy includes a firm commitment to
not sign any new leases, Accor still has significant rental
liabilities totalling over EUR845 million at FY13. However, Accor
is reviewing all its leases and particularly its variable leases,
which are likely to be restructured and reduced over the next
three to four years. Consequently, both lease adjusted leverage
and fixed charge cover should slightly improve in the next three
years, giving some additional financial flexibility.

Manageable Shareholder Pressure

We believe that shareholder pressure from investors such as PE
house Colony Capital will continue. Accor has a publicly stated
policy of a dividend pay-out ratio of 50%, but Accor does not
rule out greater cash returns as long as this remains in line
with Accor's investment-grade rating objective. Further material
cash returns to shareholders and sustained negative FCF could put
negative pressure on the ratings.

Adequate Liquidity

At FY13 Accor had EUR1,500 million of undrawn committed
facilities and EUR1,772 million of unrestricted cash (out of a
total of EUR2.0 billion). This is comfortable liquidity as Accor
only has EUR490 million of bond and bank debt maturities until
end-2016 and little working capital requirement volatility. On
June 16, 2014 Accor announced the signing of its new EUR1.8
billion five year syndicated facility, which will further improve
its liquidity and debt maturity profile.

RATING SENSITIVITIES

Future developments that could lead, both individually or
collectively, to a positive rating action include:

-- Group EBIT margin above 15%.

-- Fitch FFO lease adjusted gross leverage below 4.0x and lease-
    adjusted net debt /EBITDAR ratio below 3x on a sustained
    basis.

-- Lease-adjusted EBITDAR/gross interest plus rents ratio of
    above 2.5x.

-- Sustainable positive FCF (excluding exceptional costs).

Future developments that could lead, both individually or
collectively, to a negative rating action include:

-- Group EBIT margin below 8%.

-- Fitch FFO lease adjusted gross leverage above 5.0x and lease
    adjusted net debt/ EBITDAR ratio above 4.0x on a sustained
    basis.

-- Lease-adjusted EBITDAR/gross interest plus rents ratio of
    below 2.0x.


ACCOR SA: S&P Assigns 'BB' Rating to Proposed Hybrid Notes
----------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'BB'
issue rating to the proposed six-year non-call, perpetual,
optional deferrable, and deeply subordinated hybrid notes to be
issued by France-based lodging company Accor S.A.
(BBB-/Stable/A-3).

The completion and size of the placement remain subject to market
conditions, but S&P anticipates issuance could total up to
EUR1 billion.  Accor has indicated it plans to use the proceeds
for general corporate purposes and to strengthen its balance
sheet in light of its recently announced strategy of increasing
the share of fully-owned hotels.  In S&P's view, the proposed
hybrids will restore some of Accor's financial flexibility and
enable it to regain some rating headroom following the
acquisition of 97 hotels in Europe for a total of EUR900 million.

According to S&P's criteria, it classifies the proposed hybrid
notes as having "intermediate" equity content until the first
call dates in June 2020.  Therefore, in S&P's calculation of
Accor's credit ratios, it will treat 50% of the principal
outstanding and accrued interest under the notes as equity-like
rather than debt-like.

S&P's assessment of the proposed notes' "intermediate" equity
content reflects the following:

   -- The notes are unsecured and deeply subordinated
      instruments.

   -- Accor has the option to defer coupon payment, and deferred
      interest is cumulative and bears interest.

   -- The notes have no maturity date, but S&P considers the
      effective maturity date to be June 2040, when coupon
      payments will increase by 275 basis points.

Therefore, S&P will no longer recognize the notes as having
"intermediate" equity content after the first call date in 2020
because the remaining periods until the effective maturity would,
by then, be less than 20 years.

S&P may also revise its equity content assessment to "minimal" if
it has reason to believe that Accor is likely to redeem the notes
before their effective maturity.  This would be the case if S&P
observed that the loss of the "intermediate" equity content in
2020 would cause the company to call the notes without replacing
them with similar instruments.  The issuer's willingness to
maintain or replace the instruments in the event of a
reclassification of equity content to "minimal" is underpinned by
its statement of intent.

S&P could also revise the equity content to "minimal" if it
believed that a change in Accor's financial policy may prompt the
group to buy a substantial amount of hybrids in the open market.

In S&P's view, Accor's option to defer payment on the proposed
securities is discretionary.  However, any outstanding deferred
interest payment will have to be settled in cash if Accor
declares or pays an equity dividend or interest on equally
ranking securities (not present in the capital structure), and if
the group or its subsidiaries redeem or repurchase shares or
equally ranking securities (not present in the capital
structure).  S&P sees this as a negative factor.  That said, this
condition remains acceptable under our methodology because once
Accor has settled the deferred amount, it can still choose to
defer on the next interest payment date.

As per S&P's criteria, the two-notch differential between its
'BB' rating on the proposed notes and its 'BBB-' corporate credit
rating on Accor is based on:

   -- A one-notch differential for the proposed notes'
      subordination; and

   -- A further one-notch differential for the optional
      deferability of interest.


DECOMEUBLES PARTNERS: Fitch Assigns 'B-(EXP)' Longterm IDR
----------------------------------------------------------
Fitch Ratings has assigned French retailing group Decomeubles
Partners SAS (BUT) an expected Long-term Issuer Default Rating
(IDR) of 'B-(EXP)' with a Stable Outlook.

Fitch has also assigned 100% subsidiary BUT SAS's prospective
EUR170 million senior secured notes due 2019 an expected rating
of 'B(EXP)'/RR3'. The notes are rated one notch above the IDR,
reflecting above-average recovery prospects.

The assignment of final ratings is subject to a review of the
final documentation materially conforming to information already
received by Fitch. Failure to conduct the planned refinancing
would result in the withdrawal of the ratings.

The IDR of 'B-(EXP)' reflects BUT's concentration on the French
home improvement retail market that is characterized by weak
macroeconomic fundamentals and by competitive pressures in the
consolidating higher-value end of the market, as well as its
large size, strong market position and brand. With limited
organic growth opportunities, the ratings assume continued
investment in the expansion of the BUT store network to protect
market share and to grow sales and profitability.

The ratings also reflect the aggressive financial profile and
asset-light structure of the business, which increases its cost
base and operational leverage and impacts profitability and free
cash flow generation. Post-refinancing lease-adjusted gross
leverage of 6.7x, based on the target capital structure, and
fixed charge cover of 1.3x underpin the 'B-(EXP)' IDR relative to
sector peers.

The Stable Outlook reflects limited organic growth opportunities
in the French home improvement market and stable financial
leverage in the absence of debt amortization.

KEY RATING DRIVERS

Concentration in France

Limited geographic diversification and concentration on the
French retail market are a key rating constraint, given a subdued
France retail environment in the near term weighed down by low
consumer confidence, sticky unemployment and projected GDP growth
that is below key European peers. In addition, Fitch expects
further medium-term consolidation and competitive pressures at
the higher-value end of the home equipment market in France.
BUT's strategy to concentrate in smaller cities is sensible in
that it should help boost market share against smaller
competitors.

High Operating Leverage

With the planned debt issue BUT aims to simplify the group's
financial structure, by removing mezzanine debt and shareholder
loans and replacing both instruments with a two-tier capital
structure comprising a super senior working capital facility and
senior secured notes. Although financial debt has been declining
since the original buy-out of the group in 2008 BUT has gradually
moved to an 'asset-light' capital structure and repaid senior
secured property debt by selling and leasing back assets. The key
assets in the business therefore remain the brand value and
inventory.

While an asset-light capital structure is not uncommon in non-
food retail, it nonetheless leads to pressures on profitability
and cash flows due to high rental costs, therefore translating
into high operating leverage and potentially a volatile earnings
profile in a downturn.

Aggressive Financial Profile

Despite fairly manageable balance-sheet debt post-refinancing,
high rental expenses reflect an aggressive financial risk profile
as reflected in the group's lease-adjusted debt protection ratios
(which Fitch conservatively has based on the full value of
'occupancy costs' as presented by management). The FFO adjusted
gross leverage based on the targeted capital structure is 6.7x
which remains in line with Fitch's base case. The associated FFO
fixed charge cover remains on average at 1.3x over the rating
horizon, underpinning the 'B-(EXP)' IDR with Stable Outlook.

Fitch bases its leverage ratio assessment on gross figures given
BUT's pronounced working capital cycles and restricted cash in
the business. The rating assumes that seasonal working capital
will require a conservatively estimated liquidity buffer up to
EUR50 million of cash. In addition, BUT maintains an estimated
EUR5 million restricted cash at the consumer finance and warranty
business.

Established Brand and Market Position

The ratings reflect BUT's position as a leading home equipment
retailer in France, with a strong nationwide store footprint and
a diversified product range spanning across home furnishing and
decoration, domestic appliances as well as select home-related
consumer electronics. BUT's promotional-driven business model is
supported by a strong and well-recognized retail brand.

Evolving Business Model

We recognize that to remain competitive amid challenging trading
conditions. BUT's is streamlining operations and optimizing cost
and cash management by simplifying its supply chain and
centralizing the logistics function domestically. It is also
aiming at increasing direct control over its brand and store
appearance by moving away from the traditional franchise model
and taking a more centralized approach to key management
decisions including range, pricing, marketing and multi-channel
offering. The evolving business model and operating efficiencies
could result in rating upside if translated into improving
profitability and cash generation.

Profitability Supported by Consumer Financing

Credit income generated from consumer financing supports EBITDA,
adding approximately 100bp of EBITDA margin. Consumer finance is
a key part of BUT's promotional activity and a strong sales
driver, with a 24% credit penetration rate of its customer base.
The group offers consumer finance products (including store
cards, installment loans, personal loans) in combination with
Cetelem (consumer finance arm of BNP Paribas Personal Finance),
which manages credit risks on a non-recourse basis for BUT. In
addition BUT offers appliance warranties, which are managed via
an in-house insurance vehicle. The insurance entity holds EUR5
million of restricted cash, which may grow over time if income
from sales of extended warranties starts to grow. All these
consumer finance and insurance arrangements are subject to
regulatory risks.

Given the integral role of consumer finance in BUT's business
model and the ring-fenced nature of the associated credit risk,
Fitch includes the consumer finance contribution in its operating
EBITDA calculation.

Above-average Recoveries

In line with its Recovery Ratings methodology, the 'B(EXP)/RR3'
for the senior secured debt reflects our view of above-average
recovery prospects for noteholders in the event of default. Fitch
considers that expected recoveries would be maximised in a going-
concern scenario rather than in a liquidation scenario given the
asset-light nature of BUT's business, where Fitch views the brand
value and established retail network as key assets.

Senior secured noteholders could expect a recovery rate within
the 51%-70% range (RR3), leading to a one-notch uplift from the
IDR to 'B(EXP)'. The expected recovery is underpinned by
guarantors representing at least 85% of the group's EBITDA and by
noteholders' second-ranking claim on any enforcement proceeds in
a distressed sale of assets or the business.

RATING SENSITIVITIES

Positive: Future developments that, individually or collectively,
could lead to positive rating actions include:

-- FFO adjusted gross leverage below 6x or below, FFO fixed
    charge cover sustained at above 1.5x, combined with
    sustainable market share gains, sustainable improvements in
    FCF generation, and operating profitability

Negative: Future developments that, individually or collectively,
could lead to negative rating actions include:

-- FFO gross lease adjusted leverage of 7.0x or above on a
    sustained basis

-- FFO fixed charge cover of 1.0x or below on a sustained basis

-- A significant deterioration in market share, revenues and/or
    operating profitability

-- Negative FCF eroding the group's liquidity cushion



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I R E L A N D
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ALFA HOLDING: Fitch Assigns Final 'BB+' Rating to $350MM Notes
--------------------------------------------------------------
Fitch Ratings has assigned Alfa Holding Issuance plc's (AHI)
EUR350 million 5.5% fixed-rate senior limited recourse loan
participation notes, due June 10, 2017, a final 'BB+' rating.

AHI, an Irish SPV issuing the bonds, is on-lending the proceeds
to Cyprus-based ABH Financial Limited (ABHFL, BB+/Negative), as
the ultimate borrower under the notes.

KEY RATING DRIVERS

The rating of the issue is driven by ABHFL's Long-term Issuer
Default Rating (IDR) of 'BB+'. The issue is not guaranteed by
Alfa Bank (BBB-/Negative), the main operating subsidiary of
ABHFL. However, there is a cross-default clause in some of Alfa
Bank's public obligations in case of a default of ABHFL, which
provides an additional incentive for the bank to ensure that
ABHFL meets its obligations given that the current issue size is
higher than the threshold amount for cross default.

The proceeds from the issue are being used by ABHFL mainly to
refinance existing liabilities and therefore will not lead to an
increase in the company's net leverage.

The terms of the current issue contain a cross-default clause in
case of insolvency or default of Alfa Bank (the threshold amount
for cross default set above 3% of ABHFL's consolidated equity --
about USD145 million at end-2013). There is also a covenant
limiting disposals, whereby ABHFL's take in Alfa Bank should not
fall below 50%.

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

RATING SENSITIVITIES

The rating of the issue is likely to move in tandem with ABHFL's
Long-term IDR, which in turn is currently notched down once from
that of Alfa Bank. The Negative Outlook on Alfa Bank's Long-term
IDRs reflects the potential for a downgrade due to the possible
weakening of the Russian operating environment, maintaining a
one-notch difference between the bank's rating and that of the
Russian sovereign (BBB/Negative).

If ABHFL significantly increases leverage, which is currently not
our base case expectation, both ABHFL's and the issue ratings may
be notched further down from Alfa Bank's rating.



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


BANCA CARIGE: S&P Keeps 'B-' Rating on CreditWatch Negative
-----------------------------------------------------------
Standard & Poor's Ratings Services kept its 'B-' long-term
counterparty credit rating on Italy-based Banca Carige SpA on
CreditWatch with negative implications, where it was originally
placed on March 22, 2013.  At the same time, S&P affirmed its 'C'
short-term rating on Banca Carige.

The ongoing CreditWatch status reflects S&P's view that Banca
Carige's capital increase continues to be subject to considerable
execution risk.

In line with S&P's expectations, on June 12 2014, Banca Carige's
management announced the final conditions of its EUR800 million
rights issue, which S&P understands is covered by a final
underwriting agreement.  At this stage S&P don't have all of the
details of the final underwriting agreement's conditions.  In
addition, S&P considers Banca Carige's financial profile to be
weak.  S&P also notes that the capital increase will come to the
market at the same time as many other Italian banks' share
offerings.  In S&P's view, these factors continue to pose a
material execution risk to Banca Carige's capital increase.

If Banca Carige is not able to strengthen its capitalization as
planned, S&P believes that its already-weak solvency position
could deteriorate further over the next 24 months.  S&P notes
that Banca Carige is raising capital at the Bank of Italy's
request and, despite its current compliance with minimum capital
requirements, S&P understands that its solvency remains below the
level that the regulator considers to be adequate.  Failure to
increase its capital could, in S&P's view, also negatively affect
Banca Carige's business stability and liquidity position.

"Our ratings on Banca Carige continue to incorporate a one-notch
uplift above its stand-alone credit profile (SACP) for potential
extraordinary government support.  We have finished our review of
potential extraordinary government support for European banks and
concluded that this level of government support is likely to
decrease as resolution frameworks are put into place.  We observe
that European authorities are taking steps to increase the
resolvability of banks and require creditors rather than
taxpayers to bear the burden of the costs of failure.  In the
near term, we expect that governments will remain supportive of
systemically important banks' senior unsecured creditors while
resolution frameworks take shape.  From January 2016, however,
the EU Bank Recovery and Resolution Directive (BRRD) is set to
introduce the mandatory bail-in of a minimum amount of eligible
liabilities, potentially including certain senior unsecured
obligations, before governments could provide solvency support.
Accordingly, we believe that the potential extraordinary
government support currently available to senior unsecured
bondholders of Banca Carige will likely diminish within our two-
year rating horizon," S&P said.

"We aim to resolve the CreditWatch status once we have more
certainty about the likelihood that the capital increase will
materialize as planned.  Even if Banca Carige is able to
successfully raise capital, as requested by the regulator, we
would still assess how the recapitalization would likely affect
our views of Banca Carige's currently weak solvency position and
the risks we perceive to its business and liquidity profiles,"
S&P noted.

On resolving the CreditWatch status, S&P could lower the long-
term rating on Banca Carige, or affirm it.

S&P could lower the ratings by one or more notches if, for any
reason, Banca Carige is not able to successfully implement its
planned capital increase and no alternative recapitalization
plan, either market-based or through regulatory action, is likely
to materialize.

In this case, S&P anticipates that Banca Carige's already-weak
capital position would likely further deteriorate over the next
24 months as a result of still-high credit losses and declining
pre-provision income.  As a result, Banca Carige would likely
fail to pass the upcoming European Central Bank's (ECB) stress
tests.  If this were to occurr, S&P believes that it could:

   -- Undermine Banca Carige's capacity to preserve its franchise
      and, more generally, its business stability; and

   -- Heighten the pressure S&P sees on Banca Carige's liquidity
      position, which could result in it having to further
      increase its reliance on funding from the ECB.

S&P could also lower the ratings if it was to consider that Banca
Carige's asset quality could deteriorate significantly beyond its
current expectations, further weakening its solvency position.

S&P could affirm its long-term rating on Banca Carige if it
successfully executes its recapitalization plan and if this is
sufficient to ease the pressure S&P sees on Banca Carige's
business and financial profiles.

In addition, S&P may lower Banca Carige's long-term counterparty
credit rating by one notch if it considers that extraordinary
government support is less predictable under the new EU
legislative framework.

In addition to potential changes in the SACP and government
support, S&P will review other relevant rating factors when
taking any rating actions.  These might include any steps Banca
Carige might take to mitigate bail-in risks to senior unsecured
creditors, such as building a large buffer of subordinated
instruments.


BANCA POPOLARE DELL'EMILIA: S&P Lifts Counterparty Rating to 'BB'
-----------------------------------------------------------------
Standard & Poor's Ratings Services said that it upgraded to 'BB'
from 'BB-' its long-term counterparty credit rating on Italy-
based Banca Popolare dell'Emilia Romagna S.C. (BPER).  The
outlook is negative.  At the same time, S&P affirmed its 'B'
short-term rating on BPER.  S&P also raised the issue ratings on
BPER's non-deferrable subordinated debt to 'B' from 'B-'.

The upgrade reflects S&P's view that the successful completion of
BPER's announced capital increase should enhance its solvency,
and push S&P's capital measures substantially above the levels
that it previously factored into the ratings.  S&P also
anticipates that BPER will be able to maintain its enhanced
capital position, as it expects the bank will continue to report
positive operating performance and deleverage to support internal
capital generation.

At an extraordinary general meeting on June 7, BPER's
shareholders approved management's plan to raise up to EUR750
million in new capital through a rights issue.  The capital
increase is fully covered by a pre-underwriting agreement, and
S&P thinks that there is limited execution risk given BPER's
sound franchise.  S&P now believes that BPER is likely to be able
to complete the capital increase by the end of July.

"Our risk-adjusted capital (RAC) ratio for BPER was 5.3% on
Dec. 31, 2013, and we estimate that the capital increase will
improve this figure to 6.3%.  We also think that the bank should
be able to sustain its improved capital position over time,
despite the high credit losses we factor into our capital
estimates, which underlie our assessment of its risk position as
"weak."  In particular, we think BPER's high pre-provision
profitability will allow it to maintain positive net income over
the next two years and that its risk-weighted asset base will
slightly decline due to deleveraging," S&P said.  S&P has
therefore revised upward its assessment of BPER's capital and
earnings to "moderate" from "weak."

S&P continues to assess BPER's business position as "adequate."
S&P is also maintaining its "adequate" view of its funding and
liquidity profile.

Following S&P's review of BPER's capital position, it has revised
its assessment of the bank's stand-alone credit profile (SACP) to
'bb-' from 'b+'.  Consistent with S&P's criteria, it rates BPER's
non-deferrable subordinated debt two notches below the SACP.  As
such, S&P raised the issue ratings on the bank's subordinated
debt to 'B' from 'B-'.

S&P's ratings on BPER continue to incorporate one notch of uplift
over the SACP for potential extraordinary government support,
based on its view of the bank's "high" systemic importance and
Italy's supportive stance toward its banking system.

The negative outlook reflects that on Italy.  S&P could lower its
ratings on BPER if it lowered the sovereign credit rating on
Italy.  If that happened, all else being equal, S&P would no
longer include the one-notch uplift for potential support in its
ratings on BPER, in accordance to S&P's criteria.

"We could also lower the ratings by one notch by year-end 2015 if
we consider that extraordinary government support is less
predictable under the new EU legislative framework.  We could
remove the one notch of uplift for potential extraordinary
support shortly before the January 2016 introduction of bail-in
powers under the European Union's Bank Resolution and Recovery
Directive (BRRD) for senior unsecured liabilities.  The BRRD's
bail-in powers indicate to us that EU governments will be less
willing to bail out senior unsecured bank creditors, even though
it may take several more years to eliminate concerns about
financial stability and the resolvability of systemically
important banks," S&P said.

In addition to potential changes in the SACP and government
support, S&P will review other relevant rating factors when
taking any rating actions.  These might include any measures BPER
might take that provide substantial additional flexibility to
absorb losses while a going-concern and mitigate bail-in risks to
senior unsecured creditors.

S&P could revise the outlook back to stable if it also revise the
outlook on Italy back to stable, and if S&P considers that
potential extraordinary government support for BPER's senior
unsecured creditors is unchanged in practice, despite the
introduction of bail-in powers and international efforts to
increase banks' resolvability.  S&P could also revise the outlook
back to stable if it believes that other rating factors, such as
a stronger SACP or a large buffer of subordinated instruments,
fully offset increased bail-in risks.


BANCA POPOLARE DI MILANO: S&P Affirms 'B+' Rating; Outlook Stable
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+/B' long- and
short-term counterparty credit ratings on Italy-based Banca
Popolare di Milano SCRL (BPM), and core subsidiary Banca Akros
SpA.  At the same time, S&P removed the long-term ratings on the
two banks from CreditWatch with negative implications, where it
placed them on Nov. 6, 2013.  The outlook is stable.  S&P also
raised its issue rating on BPM's EUR300 million Tier 1 hybrid
debt (ISIN: XS0372300227) to 'CCC' from 'D'.

The affirmation follows BPM's successful execution of the EUR500
million capital increase on May 27, 2014.  This, in S&P's view,
creates an additional capital buffer prior to the upcoming asset
quality review (AQR) by the European Central Bank (ECB).  BPM's
Core Tier 1 (CT1) ratio was 7.2% on Dec. 31, 2013, and S&P
estimates that the capital increase will benefit the CT1 ratio by
about 120 basis points (bps).  The capital increase has mitigated
the pressures we perceived to BPM's financial profile.

S&P has therefore maintained its "moderate" assessment of BPM's
capital and earnings.  S&P estimates that the EUR500 rights issue
improves its risk-adjusted capital (RAC) ratio by about 80 bps to
6.1% from 5.3% at end-2013.  S&P anticipates that BPM would now
likely maintain capitalization in line with its current
assessment even if economic conditions in Italy were to
deteriorate further.

"In our view, the successful execution of the capital increase
represents an important step forward for BPM's management in
carrying out its business and financial plans.  In particular, we
understand that management remains committed to launching several
measures aimed at improving the bank's corporate governance
structure by 2015, to address issues raised by the Bank of Italy
(BoI).  We anticipate that, if BPM's management executes its
plans successfully, this should benefit the bank's franchise and,
ultimately, our view of BPM's business position over the next 12-
18 months," S&P noted.

In addition, management is committed to obtaining the removal of
the "add-ons" to BPM's regulatory capital ratios that the BoI
imposed after the inspection in 2011.

The add-ons are higher risk weightings for BPM's exposures than
for those of other Italian banks on the construction and real
estate sectors and for operational risk; they also mean the
benefits in terms of a lower risk weighting for mortgage-backed
loans are not applied.  S&P understands that the add-ons
currently penalize BPM's Core Tier 1 ratio by 169 bps.  In S&P's
view, the removal of the add-ons could create an additional
regulatory capital buffer in advance of the ECB's AQR and stress
test. However, this would not affect S&P's RAC calculation,
because it calculates risk-weighted assets by applying our
industrywide calibrated risk weights to a bank's exposures at
default (EAD). Still, because some aspects of governance reform
have stalled, in S&P's view, it sees a risk that the BoI may
decide not to remove the add-ons until the governance reform is
approved.

The upgrade of BPM's EUR300 million Tier 1 hybrid debt reflects
S&P's expectation that BPM will resume the coupon payment on the
due date of June 25, 2014.  This is because the bank has not
notified bondholders of its intention not to pay the coupon
between 15 and 25 days prior to the June 25 payment date, which
is the required notice period under the terms and conditions of
this instrument.

This follows BPM's resumption of payment in April 2014 on its
EUR160 million 8.393% noncumulative perpetual preferred
securities issued by BPM Capital Trust I and guaranteed by BPM.

The stable outlook reflects S&P's belief that BPM's business
profile will benefit from the successful execution of the
management's plan to consolidate the bank's franchise and
strengthen its reputation, including measures to improve its
weaker-than-peers corporate governance.  This should
counterbalance, in S&P's view, the potential removal by end-2015
of the notch of uplift in the ratings for extraordinary
government support, which is likely to be less predictable under
the new EU Bank Recovery and Resolution Directive (BRRD).

S&P could lower the long-term ratings on BPM and its core
subsidiary Banca Akros if it considers that BPM's management's
efforts to improve the bank's corporate governance structure have
not succeeded, and if S&P also believes that extraordinary
government support is less predictable under the new EU BRRD.

S&P could also lower the ratings if it was to consider that BPM's
asset quality would deteriorate by far more than its current
forecast, affecting its view of its risk position.  In 2014 and
2015, S&P anticipates that BPM will likely accumulate net new
nonperforming assets amounting to about a cumulative 4% of
customer loans as of end-2012.  S&P also estimates that, by end-
2015, BPM's credit losses will be about 2.7%-2.9% of customer
loans as of end-2012.

S&P could raise the ratings if it believes that BPM's business
position has improved thanks to the execution of the bank's
management plans, including better corporate governance, and if
S&P considers that potential extraordinary government support for
BPM's senior unsecured creditors is unchanged in practice,
despite the introduction of bail-in powers and international
efforts to increase banks' resolvability.


BANCO POPOLARE SOCIETA: S&P Affirms 'BB-/B' Counterparty Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-/B'
counterparty credit ratings on Italy-based Banco Popolare Societa
Cooperativa SCRL (Banco Popolare) and its core subsidiaries
Credito Bergamasco and Banca Aletti & C. SpA.  The outlook is
negative.  S&P also raised the issue ratings on Banco Popolare's
nondeferrable subordinated debt to 'B-' from 'CCC+'.

In addition, S&P withdrew its ratings on Credito Bergamasco
following its merger with the parent on June 1, 2014.

The rating action reflects S&P's view that Banco Popolare's
stand-alone creditworthiness has improved following its
successful unwinding of its funding imbalances, which it had
accumulated since the downturn.

"We have improved our assessment of Banco Popolare's liquidity
position to "adequate" from "moderate" in response to the actions
it has taken to improve its liquidity position.  In particular,
Banco Popolare has successfully reduced its exposure to short-
term wholesale funding since end-2012 while also slightly
increasing its buffer of liquid assets, mainly Italian government
bonds.  As a result, Banco Popolare improved the liquidity
metrics we use in assessing its creditworthiness to levels
comparable with peers that we assess as having an "adequate"
funding and liquidity position.  In particular, we estimate that
its coverage of short-term wholesale funding by broad liquid
assets has improved to 0.95x in March 2014, compared with 0.81x
in December 2012.  As a result of this process, Banco Popolare
has reduced its commercial funding gap, mainly through reducing
the amount of outstanding loans -- we believe this loan
deleverage contributes to the sustainability of the improvement
of its liquidity position -- and regained access to long-term
wholesale funding," S&P said.

S&P's assessment of Banco Popolare's liquidity incorporates the
assumption that it will repay the European Central Bank's (ECB)
LTRO without substituting it with other forms of short-term
wholesale funding and that, as a consequence, it will keep
improving its liquidity metrics.  S&P expects Banco Popolare to
achieve this because of the positive impact of:

   -- the EUR1.5 billion capital increase it completed in April
      2014;

   -- the reduction in its commercial funding gap, mainly though
      loan deleverage;

   -- new issuances of long-term wholesale funding instruments,
      in line with its funding plan; and

   -- lower maturities over the next years.

S&P continues to assess the bank's funding profile as "average."

At the same time, S&P has removed the one notch of uplift of
short-term support previously included in its ratings to reflect
that access to ECB facilities, particularly the LTRO, gave Banco
Popolare time to rebalance its funding profile to a more
sustainable position.

"As a consequence of our improved view of Banco Popolare's
liquidity, we have revised the bank's stand-alone credit profile
(SACP) to 'b+' from 'b'.  Our SACP continues to incorporate our
"adequate" assessment of Banco Popolare's business position.  We
are also retaining our "weak" assessment on Banco Popolare's
capital and risk positions.  Consistent with our criteria, we
rate Banco Popolare's nondeferrable subordinated debt two notches
below the SACP.  As such, we raised the issue ratings on Banco
Popolare's subordinated debt to 'B-' from 'CCC+'," S&P noted.

"Our ratings on Banco Popolare continue to incorporate one notch
of uplift over the SACP for potential extraordinary government
support, based on our view of the bank's "high" systemic
importance and Italy's supportive stance toward its banking
system," S&P said.

In addition, S&P has withdrawn its 'BB-/B' ratings on Credito
Bergamasco because it has merged with its parent.  The merger is
part of Banco Popolare's reorganization plan, and took effect on
June 1, 2014, when Credito Bergamasco ceased to exist as a
separate legal entity.

The negative outlook reflects S&P's expectation that it could
lower its ratings on Banco Popolare by one notch by year-end 2015
if S&P considers that extraordinary government support is less
predictable under the new EU legislative framework.  S&P could
remove the one notch of uplift for potential extraordinary
support, which S&P currently incorporates into the ratings,
shortly before the January 2016 introduction of bail-in powers
under the European Union's Bank Resolution and Recovery Directive
(BRRD) for senior unsecured liabilities.  The BRRD's bail-in
powers indicate to S&P that EU governments will be less willing
to bail out senior unsecured bank creditors, even though it may
take several more years to eliminate concerns about financial
stability and the resolvability of systemically important banks.

In the meantime, although S&P thinks it is unlikely at present,
if Banco Popolare's asset quality deteriorates by more than S&P
currently expect over the next two years, it would also evaluate
the effect of associated credit losses on its capital position.
If S&P lowered its assessment of Banco Popolare's capital and
earnings score it would not necessarily affect the ratings
because, according to S&P's criteria, it may incorporate one
notch of uplift for additional extraordinary government support
in its ratings on Banco Popolare.

In addition to potential changes in the SACP and government
support, S&P will review other relevant rating factors when
taking any rating actions.  These might include any measures
Banco Popolare might take that provide substantial additional
flexibility to absorb losses while a going-concern and mitigate
bail-in risks to senior unsecured creditors.

S&P could revise the outlook to stable if it considers that
potential extraordinary government support for Banco Popolare's
senior unsecured creditors is unchanged in practice, despite the
introduction of bail-in powers and international efforts to
increase banks' resolvability; and if S&P believes that other
rating factors, such as a stronger SACP or a large buffer of
subordinated instruments, fully offset increased bail-in risks.


FGA CAPITAL: S&P Revises Outlook to Stable & Affirms 'BB+' Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Italian
bank FGA Capital SpA (FGAC) to stable from negative.  At the same
time, S&P affirmed its 'BB+/B' long- and short-term counterparty
credit ratings on FGAC.

S&P considers that the risk that systemwide funding for the
Italian banking sector could deteriorate further has diminished,
indicating that the trend in S&P's industry risk assessment for
Italian banks is now stable.  The outlook revision reflects this
view and S&P's opinion that FGAC's geographic diversification
outside Italy, strong capital position, and resilient asset
quality would provide it with a cushion sufficient to withstand
the impact of a weaker-than-anticipated economic recovery in
Italy.

In S&P's view, FGAC is less exposed than most Italian banks to
the effect of further weakening in the Italian economy because
only 40% of its outstanding loans were to Italian borrowers in
December 2013.  S&P expects this proportion to remain about 40%-
45% for the next two years.  Most of FGAC's remaining activity is
in countries where S&P sees lower economic risks than in Italy,
such as Germany, France, and the U.K.  As a result of FGAC's
diversification, S&P anticipates that its anchor for FGAC (the
starting point for our assessment of the bank's stand-alone
credit profile) would remain unchanged if economics risks
increased in Italy.

S&P considers that FGAC's geographic diversification enabled it
to maintain what it classifies as satisfactory asset quality
metrics through the economic downturn.  Credit losses were around
75 basis points in 2012 and 2013, a low level for the Italian
consumer finance market and well below that at most Italian
banks.  That said, this level of credit losses is in line with
levels at international peers.

FGAC continues to benefit from its strong capital position, which
is mainly based on its ability to maintain resilient
profitability, contain the cost of risk, and moderate its
dividend pay-out.  S&P projects that FGAC's risk-adjusted capital
(RAC) ratio will be 11.0%-11.5% by the end of 2015.

In S&P's view, FGAC will still benefit significantly from
material ongoing funding support from Credit Agricole S.A.
(CASA), through Credit Agricole Consumer Finance (CACF).  S&P
understands that Credit Agricole remains strongly committed to
providing funding support to FGAC, through unsecured and secured
lines, in the context of the joint venture agreement updated in
July 2013.

S&P continues to incorporate one notch of uplift for group
support in the rating on FGAC.  This reflects S&P's view that
FGAC is a moderately strategic subsidiary of CASA and its
expectation that CASA would provide extraordinary financial
support if needed.  S&P considers that car financing through
joint ventures with auto manufacturers is a key strategic focus
for CASA.

The stable outlook reflects S&P's opinion that FGAC's geographic
diversification is likely to enable it to withstand the impact of
a potentially weaker-than-anticipated economic recovery in Italy.

S&P anticipates that should the economic risks we see in Italy
increase, it might not necessarily cause us to downgrade FGAC.
That said, S&P could lower the rating if it anticipates that
FGAC's projected RAC ratio will not remain sustainably above 10%
over the next two years, most likely because of a combination of
higher economic risk in Italy and materially lower-than-expected
earnings retention.

S&P could also lower the rating on FGAC if it perceives that the
CASA group's commitment to support FGAC has diminished, which, in
S&P's view, could negatively affect FGAC's funding and business
position, among other factors.

S&P could raise the ratings on FGAC if it anticipates an material
easing in the downside risks to the Italian economy or FGAC's
geographic diversification improves further, providing that its
asset quality metrics remains as resilient as they were during
the economic downturn.


ILVA: Italy Invites Arcelormittal to Invest or Buy Business
-----------------------------------------------------------
Allison Martell at Reuters reports that the Italian government
has asked ArcelorMittal SA to consider investing in or buying
Ilva.

Arcelormittal CEO Lakshmi Mittal played down the potential for a
speedy decision though, saying it will be a long, drawn-out
process with social, political and economic problems making the
situation very complex, Reuters relates.

According to Reuters, sources said among other parties which have
showed some interest in buying a stake in the loss-making plant
are Italian steel companies Marcegaglia and Arvedi and Indian
steel producer Jindal.

The Ilva complex, Europe's biggest steel plant by capacity and
one of the largest employers in southern Italy, has been under
special administration since June last year, Reuters discloses.

Its existence is now under threat since it is losing cash at a
rate of EUR60 million to EUR80 million (US$81.7 to US$108.9
million) a month, Reuters says, citing Italian steel industry
body Federacciai, Reuters notes.

Ilva is an Italian steel producer.


MEDIOCREDITO CENTRALE: S&P Affirms BB+ Counterparty Credit Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB+/B' long- and
short-term counterparty credit ratings on MedioCredito Centrale
SpA.  The outlook is negative.

The affirmation follows S&P's classification of MedioCredito as a
"moderately strategic" subsidiary of Italian government-related
postal services provider Poste Italiane SpA (BBB/Negative/A-2),
under its criteria.  This supersedes the previous methodology S&P
used to define the link between Poste Italiane and MedioCredito.

S&P's assessment incorporates Poste Italiane's full ownership of
MedioCredito and its recent strong track record of capital and
liquidity support to MedioCredito (with a commitment to provide
further support if needed), balanced against S&P's view that
MedioCredito's lines of business are not integral to Poste
Italiane's group strategy.

S&P has not changed the level of parent support it incorporates
in its rating on MedioCredito.  The 'BB+' long-term rating
continues to incorporate one notch of uplift over the 'bb' stand-
alone credit profile (SACP), as S&P believes that Poste Italiane
is likely to provide extraordinary capital or liquidity support
to MedioCredito if needed.

"In our opinion, MedioCredito Centrale benefits from the material
ongoing support it has received from the parent, which supports
the ratings.  Our "strong" assessment of the bank's capital and
earnings is underpinned by the recent EUR240 million capital
injection MedioCredito received from the parent to support the
bank's business expansion in the coming years.  We expect the
bank's risk-adjusted capital to sustainably exceed 10% over the
next two years.  In our opinion, the bank's funding and liquidity
position benefits from its access to Poste Italiane's extensive
branch network and retail customer base, and from the credit line
the parent has made available," S&P said.

Conversely, MedioCredito's ratings remained constrained by S&P's
view of its "weak" business position, mainly due to its small
size and limited diversification.

In addition, S&P believes its measure of the bank's risk-adjusted
capital does not fully capture MedioCredito's potentially higher-
than-average credit risk.  In S&P's view, credit risk is
heightened by its lending to small and midsize enterprises in
Southern Italy and potential single-name concentration.  S&P
reflects this in its "moderate" assessment of the bank's risk
position.

S&P considers MedioCredito to be a government-related entity
(GRE).  In accordance with S&P's criteria for GREs, it bases its
view of a "moderate" likelihood of extraordinary government
support on S&P's assessment of MedioCredito's:

   -- "Limited" role for Italy. MedioCredito is a profit-seeking
      bank whose activity could be easily undertaken by a private
      sector entity if it ceased to exist; and

   -- "Strong" link with the Italian government.  MedioCredito is
      fully owned by government-owned Poste Italiane, which
      effectively drives its strategy and operations and, S&P
      believes, will provide support in case of need.

   -- Owing to the "strong" link between Poste Italiane and the
      Italian government, S&P believes a default of MedioCredito
      could indirectly affect the government's reputation.

Under S&P's GRE methodology, taking into account MedioCredito's
'bb' SACP, the 'BBB' unsolicited rating on Italy, and S&P's view
of the "moderate" likelihood of extraordinary support, S&P do not
incorporate into the long-term rating on MedioCredito any uplift
related to potential support from the Italian government.

The negative outlook reflects the possibility that S&P could
lower the rating on MedioCredito if it perceived an increase in
the economic risks Italian banks are facing.  It also reflects
the negative outlook on its parent Poste Italiane.

S&P would not automatically downgrade MedioCredito if it took the
same action on Poste Italiane, but S&P believes it would put
pressure on ratings on the bank, and could result in a downgrade
if it did not also see an improvement in MedioCredito's stand-
alone creditworthiness.

S&P could also lower its ratings on MedioCredito if it perceived
that its stand-alone creditworthiness had deteriorated and that
the willingness and ability of Poste Italiane or the Italian
government to provide timely extraordinary support to
MedioCredito had not strengthened beyond the level that S&P
currently incorporates into the ratings.

S&P do not currently expect to revise the outlook on MedioCredito
to stable.  However, S&P could do so if it also revised that on
the long-term ratings on Italy and on Poste Italiane to stable,
and if S&P anticipated that downside risks to the bank's
financial profile from the still-difficult economic environment
in Italy were likely to abate.


UNIPOL BANCA: S&P Affirms 'BB-/B' CCRs; Outlook Negative
--------------------------------------------------------
Standard & Poor's Ratings Services affirmed the 'BB-/B' long- and
short-term counterparty credit ratings on Unipol Banca SpA.  The
outlook is negative.

The affirmation reflects that S&P now sees a stable trend in the
industry risks that Italian banks face, as S&P sees a lower risk
of a sharp and rapid deterioration of its creditworthiness,
potentially affecting banks' access to capital markets.

Still, in S&P's view, Unipol Banca remains more exposed than
peers to a potentially weaker-than-expected economic recovery in
Italy. This is mainly due to its very high stock of nonperforming
assets (NPAs) that S&P estimates at 30.2% of gross customer loans
at end-2013.  The pace of deterioration in asset quality in 2013
was significantly worse than the Italian banking system average
(about 6% of the loan book versus 2.6% at the system level).  S&P
attributes this underperformance partly to the clean-up of the
corporate loan portfolio by the bank's new management.  S&P
incorporates this in its "weak" assessment of the bank's risk
position.

"We believe that Unipol Banca has improved its risk management
and underwriting standards following the corporate loan portfolio
clean-up.  It is also refocusing on retail clients and
cooperatives that are linked with the shareholding structure of
Unipol Banca's parent Unipol Gruppo Finanziario SpA (UGF).  In
our view, these actions will likely limit the pace of asset
quality deterioration in 2014 and 2015.  However, given the high
stock of NPAs, our base-case scenario is for the bank to continue
to report high credit losses in 2014 and 2015, which we forecast
will average about 2% of customer loans per year.  Our assessment
of Unipol Banca's stand-alone credit profile incorporates our
view that the parent would provide sufficient support to maintain
Unipol Banca's regulatory core Tier 1 capital ratio at 8%, in
line with UGF's commitment to the Bank of Italy," S&P said.

"Our long-term rating on Unipol Banca continues to include three
notches of uplift for parental support, reflecting our view of
UGF's commitment to provide extraordinary support to Unipol
Banca, if needed.  We partly base this opinion on the strong
reputational and financial links between Unipol Banca and UGF.
These links include the shared brand, the EUR0.8 billion in
capital UGF has invested in Unipol Banca, the EUR1.4 billion in
funding provided to Unipol Banca by UnipolSai and UGF, and UGF's
guarantee of EUR0.5 billion of Unipol Banca's NPAs at end-2013.
In addition, most Unipol Banca branches are located inside or
adjacent to the branches of the group's insurance agencies, and
insurance clients represent about 36% of Unipol Banca's funding
base," S&P noted.

The negative outlook reflects S&P's view that Unipol Banca's weak
asset quality makes it more exposed than peers to a potentially
weaker-than-expected economic recovery in Italy.

In S&P's downside scenario, it considers that an increase in
economic risks could result in higher-than-expected credit losses
for Unipol Banca.  In this scenario, S&P expects that UGF would
increase its support in order to compensate for at least part of
the additional credit losses.

Specifically, S&P could lower the ratings to the 'B' category if
it anticipates that one of the following conditions is likely to
occur:

   -- Unipol Banca's asset quality deteriorating further, with
      credit losses significantly above those that S&P estimates
      in its base-case scenario;

   -- a deterioration in the economic environment in Italy,
      without a sufficient buffer from UGF's ongoing parent
      support to cover potential additional credit losses;

   -- a weakening of the quality and timeliness of UGF's ongoing
      support, contrary to S&P's base-case scenario.  This could
      also result from funding support being insufficient for
      Unipol Banca to reduce its reliance on long-term European
      Central Bank funding at a pace in line with the Italian
      banking system; or

   -- a reassessment of Unipol Banca's strategic importance for
      UGF.

S&P do not currently expect to revise the outlook on Unipol Banca
to stable.  However, S&P could do so if it saw significant
improvement in the bank's asset quality metrics and if S&P
expected an easing in the risks to the economic environment in
Italy.


VENETO BANCA: S&P Affirms 'BB' Counterparty Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' long-term
counterparty credit rating on Italy-based Veneto Banca SCPA and
removed it from CreditWatch negative, where it was originally
placed on April 14, 2014.  S&P also affirmed its 'B' short-term
rating.  The outlook is negative.

At the same time, S&P affirmed and removed from CreditWatch
negative its 'B-' issue ratings on Veneto Banca's subordinated
debt, and its 'CCC' issue ratings on the bank's preferred stock.

The rating actions primarily reflect S&P's view that Veneto Banca
is likely to be able to successfully complete the capital-
enhancing actions that it announced on March 25, 2014.  In this
context, S&P notes that Veneto Banca has completed all of the
actions required to address the Bank of Italy's concerns
regarding the bank's governance and strategy, including the
appointment of a new board of directors.  S&P believes Veneto
Banca also benefits from the strength of its franchise, as well
as the loyalty of its shareholders and customer base.  In S&P's
view, the combination of these factors reduces the execution risk
of the announced capital-strengthening measures.  The successful
completion of these actions would be sufficient to offset the
effect of deteriorating asset quality on S&P's view of the bank's
risk position.

S&P understands that the Bank of Italy explicitly required Veneto
Banca to take several actions aimed at changing several features
of its governance structure.  These actions included the
appointment of a completely new board of directors, a few
organizational changes, and some internal restructuring aimed at
streamlining the bank's organization.  While S&P considers that
the need for the Bank of Italy to request such changes might have
negatively affected Veneto Banca's reputation, S&P believes that
the proven strength of its franchise, as well as the loyalty of
zts customer and shareholder base, reduce the execution risk of
its announced capital plan.

S&P therefore believes that, in the next few months, Veneto Banca
will likely be able to complete all of its capital-enhancing
actions.  These actions mainly include the conversion of a EUR350
million convertible bond into equity and a capital increase of
about EUR500 million through a rights issue (which is expected to
be completed by early October).

The successful completion of these measures should, in S&P's
opinion, allow Veneto Banca to absorb the sizable credit losses
on its capital base and to enhance its total solvency level.  S&P
estimates that, as a result, Veneto Banca's risk-adjusted capital
(RAC) ratio before diversification would stand in the 5.5%-6.0%
range by the end of 2014.  S&P is therefore revising Veneto
Banca's capital and earnings assessment to "moderate" from
"weak." In addition, Veneto Banca is also aiming to sell its
stake in Banca Intermobiliare.  However, this process could take
longer than anticipated and S&P is not incorporating the benefit
of this potential sale in its assessment of Veneto Banca's
capital position.

"At the same time, we expect that asset quality will continue to
deteriorate in coming quarters, and that Veneto Banca is likely
to accumulate a higher level of problematic assets than we
previously incorporated into the ratings.  We think that the
total problematic assets that Veneto Banca will accumulate during
the full economic cycle is likely to exceed 20% of its total
loans, before stabilizing. Our estimates take into account the
continued performance deterioration in Veneto Banca's asset
quality over the past 18 months.  We also consider that the total
NPL coverage level, at about 33% as of year-end 2013, remains
modest overall, when compared with domestic and international
standards.  The combined effect of increasing problem assets and
lower coverage of loan-loss reserves makes Veneto Banca, in our
view, highly vulnerable to higher credit losses.  We have
therefore revised our assessment of the bank's risk position to
"weak" from "moderate"," S&P said

"We continue to assess Veneto Banca's liquidity profile as being
"moderate," taking into account the fact that, in our view, it
still relies on substantial short-term funding sources, despite
some improvement.  These sources include liquidity facilities
provided by the European Central Bank's (ECB) long-term
refinancing operation (LTRO).  In our view, Veneto Banca remains
dependent on the completion of several liquidity-enhancing
actions--including continued access to the wholesale market at
affordable prices--in order to reach what we consider to be an
adequate liquidity position on a sustainable basis by the time
the LTRO expires.  We continue to incorporate one notch of short-
term support into our 'BB' long-term rating on Veneto Banca to
reflect our view that its ongoing access to the ECB's LTRO gives
it time to implement the plans that will help it to rebalance its
liquidity profile to a more sustainable position," S&P added.

As a result of the factors above, S&P's assessment of Veneto
Banca's stand alone credit profile (SACP) remains unchanged, at
'b+'.

S&P's ratings on Veneto Banca continue to incorporate one notch
of uplift on the SACP.  This accounts for potential extraordinary
government support, based on S&P's view of the bank's "moderate"
systemic importance and Italy's supportive stance toward its
banking system.

The negative outlook reflects the possibility that S&P could
lower its ratings on Veneto Banca if any of the following
conditions were to occur:

   -- the economic conditions in which Italian banks operate
      deteriorate further and this, combined with weaker-than-
      expected capital generation were to negatively affect S&P's
      view of the bank's capital position;

   -- Veneto Banca were ultimately unable to complete its plan to
      reduce its exposure to funding from the ECB and correct its
      funding imbalances.

   -- under this scenario, S&P would be unlikely to consider that
      the bank would be able to achieve an "adequate" liquidity
      position according to S&P's criteria by the time the ECB
      LTRO expires; or

   -- if S&P was to envisage any evidence of unexpected corporate
      governance issues, particularly if regulatory authorities
      were to request Veneto Banca to take additional significant
      restructuring actions.

S&P do not currently expect to revise the outlook on Veneto Banca
to stable.  However, S&P could do so if the bank were to
successfully deliver its business and financial plans, and if S&P
was to believe that downside risks to the economic operating
environment in Italy -- and subsequently to S&P's assessment of
Veneto Banca's capital -- were easing.

"In addition, we could lower our ratings on Veneto Banca by one
notch by year-end 2015 if we were to consider that extraordinary
government support is less predictable under the EU's new
legislative framework.  We could remove the notch of uplift for
potential extraordinary support, which we currently incorporate
into the ratings, shortly before the January 2016 introduction of
bail-in powers under the EU's Bank Resolution and Recovery
Directive (BRRD) for senior unsecured liabilities.  The BRRD's
bail-in powers indicate to us that EU governments will be less
willing to bail out senior unsecured bank creditors, even though
it may take several more years to eliminate concerns about
financial stability and the resolvability of systemically
important banks," S&P said.

In addition to potential changes in the SACP and government
support, S&P will review other relevant rating factors when
taking any rating actions.  These might include any measures that
Veneto Banca might take that provide substantial additional
flexibility to absorb losses while a going-concern and mitigate
bail-in risks to senior unsecured creditors.



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


TIGERLUXONE SARL: S&P Assigns Prelim. 'B' CCR; Outlook Stable
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'B'
corporate credit rating to TigerLuxOne Sarl (TeamViewer).  The
outlook is stable.

At the same time, S&P assigned its preliminary 'B' and 'CCC+'
issue ratings to the EUR325 million-equivalent first-lien senior
secured term loan (as well as an undrawn, at closing, RCF of
about EUR25 million-equivalent) and to the EUR90 million-
equivalent second-lien senior secured term loan, respectively.

The preliminary ratings are subject to S&P's satisfactory review
of the final documentation.  If there are any changes to the
amount, terms, or conditions of the instruments, S&P could review
and change the corporate credit or issue ratings.

Private equity firm Permira, through TigerLuxOne, has acquired
TeamViewer from GFI Software in a leveraged buyout transaction.
The preliminary ratings on TigerLuxOne reflect S&P's assessment
of TeamViewer's business risk profile as "weak" and its financial
risk profile as "highly leveraged".

S&P's assessment of TeamViewer's business risk profile is
constrained by the relatively small size of the company, its
narrow product focus, and its perpetual-license business model.
S&P sees the latter as potentially less predictable than the
other software subscription models.  Also, the company has to
compete with much larger, more diversified, and financially
stronger software companies -- Cisco (and its Webex service) and
Microsoft.

However, these weaknesses are partly offset by the company's
relatively good competitive position in its niche market, the
wide diversity in its client base (the company mainly focuses on
small and midsize enterprises), the top-notch margin of about 70%
on a cash-EBITDA basis, and very high cash conversion (an EBITDA-
minus-capex margin of more than 98%).  In addition, and despite
the perpetual-license business model, the company has a track
record of generating recurring revenues from customers having
bought a license in the past (over the past seven years, 20% of
the revenues generated in Year 0 have recurred), demonstrating
the quality of the product and the willingness of existing
customers to pay for periodic upgrades.

S&P's assessment of TeamViewer's financial risk profile primarily
reflects its high post-acquisition leverage and private equity
ownership.  S&P nonetheless sees the company as having
significant deleveraging potential thanks to its growth prospects
and the high cash conversion of profits afforded by its low
capital and working capital intensity.  S&P estimates that by the
end of 2014, the adjusted leverage ratio could drop to slightly
below 5.0x from 5.5x (non-adjusted) at the closing of the
acquisition.

"Furthermore, we forecast that the company's adjusted leverage
should stay below 5.0x if it directs excess cash generation to
debt repayment, as mandated by its debt documentation, for as
long as the net secured leverage is above 4.5x.  This is covered
in the cash flow sweep clause in the documentation, and offers
significant deleveraging prospects.  At the same time, the
documentation is not particularly restrictive in terms of
permitted debt and only bears a springing leverage covenant on
its RCF (with very wide headroom) that would potentially allow
the owner to extract exceptional returns over a medium-term
horizon. Finally, the group generates cash flow in various
currencies, which could potentially lead to a mismatch with the
group's euro- and dollar-denominated debt service obligations,"
S&P said.

S&P's base case assumes:

   -- continued robust top-line growth underpinned by the
      combination of relatively flat new-customer gain and good
      recurring revenue flows.

   -- slight erosion of the adjusted cash EBITDA margin due to
      the company's strategy to increase its sales force, leading
      to a decrease of the adjusted cash margin to slightly below
      70% in 2016.

   -- minor capital expenditure (capex) of about 1% of the
      revenues.

Based on these assumptions, S&P arrives at the following credit
measures:

   -- adjusted leverage of about 4.9x in 2014, expected to
      decrease if cash generated is utilized for debt repayment.

   -- adjusted funds from operations (FFO) to debt slightly above
      10% in 2014 and beyond.

   -- adjusted free operating cash flow to debt above 10%, in
      line with S&P's FFO-to-debt ratio, thanks to the very low
      capex required.

   -- Strong cash interest coverage comfortably above 3.0x.

S&P bases its calculation on a cash measure of EBITDA, reflecting
payments received from software users.  S&P has adjusted for the
deferred revenues portion that IFRS mandates.  This produces a
significantly higher cash number.

The stable outlook reflects S&P's anticipation that TigerLuxOne
will continue to generate sufficient cash to maintain a steady
deleveraging profile while keeping EBITDA interest coverage above
3.0x.

Upside scenario

S&P could see some potential upside if the company directs excess
cash to debt repayment and keeps growing its earnings.  S&P could
raise the rating on TigerLuxOne if its adjusted leverage falls
and remains at about 4.0x on a sustainable basis, while
maintaining EBITDA coverage of more than 3.0x.

Downside scenario

S&P believes that rating downside is currently limited due to the
company's high cash generation leading to a strong EBITDA
interest coverage of more than 3.0x.  However, pressure on the
top line because of a decrease of new customers could imply a
drop in profitability and therefore cash generation.



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


FAB CBO 2002-1: S&P Raises Rating on Class A-2 Notes to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
F.A.B. CBO 2002-1 B.V.'s class A-1 and A-2 notes.  At the same
time, S&P has affirmed its rating on the class B notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the trustee report dated April
30, 2014, and the application of its relevant criteria.

"We conducted our cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes.  The BDR
represents our estimate of the maximum level of gross defaults,
based on our stress assumptions, that a tranche can withstand and
still fully repay the noteholders.  We used the portfolio balance
that we consider to be performing, the reported weighted-average
spread, and the weighted-average recovery rates that we
considered to be appropriate.  We incorporated various cash flow
stress scenarios using our shortened and additional default
patterns and levels for each rating category assumed for each
class of notes, combined with different interest stress scenarios
as outlined in our criteria," S&P said.

The transaction's reinvestment period ended in June 2007.  Since
S&P's Jan. 22, 2013 review, the class A-1 notes have amortized by
approximately EUR28 million.  Just over 6% of the class A-1
notes' original principal balance remains outstanding.

According to S&P's cash flow results, the available credit
enhancement for the class A-1 notes has increased since S&P's
2013 review.  S&P has therefore raised to 'A+ (sf)' from 'A-
(sf)' its rating on the class A-1 notes.

The available credit enhancement for the class A-2 notes is also
commensurate with a higher rating than previously assigned.  In
S&P's view, this is mainly due to the amortization of the class
A-1 notes since its 2013 review.  As a result, S&P has raised to
'B (sf)' from 'CCC+ (sf)' its rating on the class A-2 notes.

The maximum rating that the class B notes can achieve under S&P's
supplemental stress test is 'CCC-'--also supported by its cash
flow analysis.  S&P has therefore affirmed its 'CCC- (sf)' rating
on the class B notes.

F.A.B. CBO 2002-1 is a collateralized debt obligation (CDO)
transaction backed by pools of structured finance assets, which
closed in April 2002.  The reinvestment period ended in June
2007. Since then, all scheduled principal proceeds have gone
towards the payment of the notes in accordance with the priority
of payments.

RATINGS LIST

Class        Rating            Rating
             To                From

F.A.B. CBO 2002-1 B.V.
EUR309.5 Million Asset-Backed Floating-Rate Notes

Ratings Raised

A-1          A+ (sf)           A- (sf)
A-2          B (sf)            CCC+ (sf)

Rating Affirmed

B            CCC- (sf)


LEOPARD CLO V: S&P Affirms 'CCC-' Rating on Class F Notes
---------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Leopard CLO V B.V.'s class VFN, A, B, C-1, C-2, and R Combo
notes. At the same time, S&P has affirmed its ratings on the
class D, E-1, E-2, and F notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the trustee report dated April
30, 2014 and the application of its relevant criteria.

"We conducted our cash flow analysis to determine the break-even
default rate (BDR) for each rated class of notes.  The BDR
represents our estimate of the maximum level of gross defaults,
based on our stress assumptions, that a tranche can withstand and
still fully repay the noteholders.  We used the portfolio balance
that we consider to be performing, the reported weighted-average
spread, and the weighted-average recovery rates that we
considered to be appropriate.  We applied various cash flow
stress scenarios using our standard default patterns, levels, and
timings for each rating category assumed for each class of notes,
combined with different interest stress scenarios as outlined in
our criteria," S&P said.

"Our review of the transaction highlights that the class VFN and
A notes, which we rate based on the timely payment of interest
and ultimate repayment of principal and rank pari passu, have
amortized by approximately EUR54 million since the transaction
started to amortize in July 2013.  The transaction has also been
deleveraging because the class D, E, and F notes' par value tests
have been failing since August 2013.  This has resulted in higher
available credit enhancement for the class VFN, A, B, and C notes
since our previous review on April 27, 2012," S&P added.

S&P has observed an increase in the transaction's weighted-
average spread to 4.0% from 3.2% and a shortening of its
weighted-average life.  However, S&P has also observed a relative
reduction of the performing collateral due to defaults, a slight
negative migration in the portfolio's credit quality, and an
increase in obligor concentration.  The weighted-average recovery
rates have also decreased slightly.

The results of S&P's cash flow analysis indicate that the class
VFN, A, and B notes can sustain defaults at a higher rating level
than that currently assigned.  S&P's cash flow results show that
the available credit enhancement for the class VFN and A notes is
commensurate with a 'AA+ (sf)' rating and a 'AA- (sf)' rating for
the class B notes.  S&P has therefore raised its ratings on these
classes of notes.

Due to the class VFN and A notes' amortization, as well as the
other positive developments mentioned above, S&P considers the
available credit enhancement for the class C-1 and C-2 notes to
be commensurate with higher ratings than previously assigned.
S&P has therefore raised to 'A- (sf)' from 'BBB- (sf)' its
ratings on the class C-1 and C-2 notes.

S&P's cash flow analysis indicates that the available credit
enhancement for the class D, E-1, E-2, and F notes is
commensurate with their currently assigned ratings.  S&P has
therefore affirmed its ratings on these classes of notes.

The class R Combo notes comprise class C-2 (70%) and E-2 (30%)
components.  Their rated balance has decreased to EUR7.6 million
from EUR10.0 million through interest distributions from their
components.  Under S&P's cash flow analysis, the class R Combo
notes' BDRs pass their scenario default rates (SDRs) at 'A-
(sf)'. The SDR is the minimum level of portfolio defaults that
S&P expects each CDO tranche to be able to support the specific
rating level using Standard & Poor's CDO Evaluator.  However, S&P
has qualitatively adjusted its rating and raised it to 'BBB+
(sf)' instead as the payment of interest and principal on the
class R Combo notes still depends on the class E-2 notes.

Leopard CLO V is a cash flow collateralized loan obligation (CLO)
transaction that securitizes loans to primarily speculative-grade
corporate firms.

RATINGS LIST

Leopard CLO V B.V.
EUR430 mil floating- and fixed-rate notes

                         Rating      Rating
Class     Identifier     To          From
VFN                      AA+ (sf)    AA- (sf)
A         52668SAH5      AA+ (sf)    AA- (sf)
B         52668SAK8      AA- (sf)    A+ (sf)
C-1       52668SAM4      A- (sf)     BBB- (sf)
C-2       52668SAJ1      A- (sf)     BBB- (sf)
D         52668SAL6      BB- (sf)    BB- (sf)
E-1       52668SAF9      CCC (sf)    CCC (sf)
E-2       52668SAG7      CCC (sf)    CCC (sf)
F         XS0294796239   CCC- (sf)   CCC- (sf)
R Combo   52668SAD4      BBB+ (sf)   BB+ (sf)



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


BBVA EMPRESAS 6: Fitch Says Swap Removal No Impact on 'BB' Rating
-----------------------------------------------------------------
Fitch Ratings says that the SME CDOs BBVA Empresas 5 and BBVA
Empresas 6 notes' ratings are not affected by the interest rate
swap removal that took place on 4 June.

Under the swap agreements the issuer exchanged the actual
interest collected from the asset pool for the weighted average
interest rate of the notes plus 50 basis points on a notional
defined as the non-delinquent balance.

All notes from both transactions pay floating interest rates
while a small portion of the assets pay fixed interest rate -
3.7% for BBVA Empresas 5 and 6.3% for BBVA Empresas 6
respectively. Fitch has assessed the impact of the swap removal
for each series and determined that no rating action is warranted
on any of the transactions as sufficient credit enhancement is in
place. The ratings of the notes are as follows:

BBVA Empresas 5
Class A (ISIN ES0313281000): rated at 'A+sf', Outlook Stable
Class B (ISIN ES0313281018): rated at 'BBBsf', Outlook Stable

BBVA Empresas 6
Class A (ISIN ES0314586001): rated at 'A+sf'; Outlook Stable
Class B (ISIN ES0314586019): rated at 'BBB+sf'; Outlook Stable
Class C (ISIN ES0314586027): rated at 'BBsf'; Outlook Negative


* SPAIN: May Extend Debt Rules to Companies in Liquidation
----------------------------------------------------------
Jesus Aguado at Reuters reports that Economy Minister Luis de
Guindos said on Tuesday Spain is looking at extending a law
enacted in March which helps struggling companies cut debt and
avoid bankruptcy to firms already in the liquidation process.

According to Reuters, the rules were designed to ease loan
refinancings by making it harder for small creditors to veto
deals between companies and their lenders and create a mechanism
for creditors to write off part of the debt.

Mr. de Guindos, as cited by Reuters, said the amendment would be
passed in the next few weeks.

Hundreds of Spanish companies have been forced to the wall since
a property bubble burst in 2008, leaving millions out of work and
firms struggling to sell goods and services to cash-strapped
consumers, Reuters notes.

The law allows, among other points, companies to cut debts if 75%
of their lenders agree to take losses, or "haircuts", Reuters
discloses.  Creditors not in agreement would be forced to accept
the deal, Reuters states.



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


CARROS UK HOLDCO: S&P Lowers Rating on 1st Lien Debt to 'B'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its issue-level rating
on Carros UK HoldCo Ltd.'s upsized first-lien credit facility to
'B' from 'B+' and revised the recovery rating to '3' from '2'.
The rating actions follow Carros' upsizing of its proposed first-
lien term loan by $120 million.  The proposed first-lien credit
facility will now consist of a US$590 million first-lien term
loan and a US$75 million revolving credit facility.

At the same time, S&P withdrew its 'B-' issue-level rating and
'5' recovery rating on Carros' proposed US$120 million second-
lien term loan.  Because Carros no longer plans to borrow under
the second-lien term loan, the total debt amount remains
unchanged.

With the first-lien credit facility's larger loan size, the
projected recovery on the credit facility drops below the 70%
threshold for a '2' recovery rating.  The '3' recovery ratings on
the term loan and the senior secured revolver indicate S&P's
expectation for meaningful recovery (50%-70%) in the event of a
payment default.  The 'B' issue-level rating on the credit
facility is the same as the corporate credit rating on Carros,
which is in line with S&P's notching guidelines for a '3'
recovery rating.

Carros Finance Luxembourg S.a.r.l. and Carros US LLC are
coborrowers of the first-lien credit facility.

The 'B' corporate credit rating and stable outlook on Carros
remain unchanged.

RATINGS LIST

Carros UK Holdco Ltd.
Corporate Credit Rating          B/Stable/--

Ratings Lowered; Recovery Rating Revised
                                                     To   From
Carros Finance Luxembourg S.a.r.l.
Carros US LLC
$75 mil. senior secured revolver bank ln due 2019   B    B+
  Recovery Rating                                    3    2
$590 mil. first-lien term bank ln due 2021          B    B+
  Recovery Rating                                    3    2

Ratings Withdrawn
Carros Finance Luxembourg S.a.r.l.
Carros US LLC
$120 mil second-lien term bank ln due 2022          NR   B-
  Recovery Rating                                    NR   5

NR-Not rated.


LAKELAND LEATHER: In Administration; More Than 200 Jobs at Risk
---------------------------------------------------------------
Graham Ruddick at The Telegraph reports that more than 200 jobs
are at risk after Lakeland Leather called in administrators.

Lakeland Leather, which has 22 stores across the country, says it
has struggled after a mild winter damaged sales, The Telegraph
relates.

Lakeland has appointed McTear, Williams & Wood as administrator,
The Telegraph discloses.

According to The Telegraph, Martin Foster, the managing director
of Lakeland, said the decision to call in administrators was only
taken after a "ceaseless interrogation" of the alternatives.

It is understood that a deal may be in place to try to rescue
some of the stores, but four have already closed, The Telegraph
notes.

Lakeland Leather is a clothing retailer.


                            *********

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.


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