---

        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, July 17, 2014, Vol. 15, No. 140

                            Headlines

A U S T R I A

VTB BANK: S&P Assigns 'BB+' Counterparty Rating; Outlook Negative


B U L G A R I A

BULGARIA: Wants ECB to Take Over Supervision of Lenders
CORPORATE COMMERCIAL: To Remain Under Central Bank's Supervision


F R A N C E

EUROPCAR GROUP: Moody's Rates EUR350MM Sr. Secured Notes '(P)B3'
EUROPCAR GROUPE: S&P Rates EUR350-Mil. Senior Secured Notes 'B'
LOXAM SAS: S&P Affirms 'BB-' CCR on Refinancing Plan
WHA HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating


G E R M A N Y

CENTROSOLAR GROUP: Silverton Advises Solarwatt on Takeover
EMC VI-EUROPROP: Fitch Affirms 'Csf' Ratings on 2 Note Classes
HANSA GROUP: Files For Insolvency Under Own Management
KUNKEL WAGNER: Files for Insolvency Process


I R E L A N D

IRISH BANK: Special Liquidator's Report to Be Sent to ODCE
MALLINCKRODT PLC: S&P Assigns 'BB-' Corporate Credit Rating
* IRELAND: Corporate Insolvencies Up 14% in 2nd Quarter 2014


I T A L Y

BANCA CARIGE: S&P Affirms 'B-/C' Counterparty Credit Ratings
DECO-2014 GONDOLA: Fitch Assigns 'BBsf' Rating to Class E Notes
DEC0-2014 GONDOLA: DBRS Finalizes (P)BB Rating on Class E Notes


L U X E M B O U R G

MALLINCKRODT INT'L: Moody's Rates New Sr. Secured Term Loan 'Ba2'
RIOFORTE INVESTMENTS: Set to File for Creditor Protection


N E T H E R L A N D S

DALRADIAN EUROPEAN II: S&P Raises Rating on Class E Notes to CCC+
E-MAC NL 2005-III: S&P Affirms 'CCC' Rating on Class E Notes
E-MAC NL 2006-II: S&P Affirms 'CCC' Rating on Class E Notes
EMF-NL PRIME 2008-A: S&P Cuts Ratings on 2 Note Classes to BB-
EUROSAIL-NL 2007-1: S&P Lowers Rating on Class D Notes to 'BB-'

GREENKO DUTCH: Fitch Rates Proposed USD Senior Notes 'B(EXP)'
HALCYON STRUCTURED: S&P Raises Rating on Class D Notes to 'BB+'
LEVERAGED FINANCE: Moody's Affirms 'Caa3' Ratings on 2 Notes


P O R T U G A L

ESPIRITO SANTO: DBRS Lowers Sr. Long-Term Debt Rating to 'CC'


R U S S I A

FIRST CZECH: Moody's Affirms 'B3' Long-Term Deposit Rating
KEDR BANK: Moody's Lowers Long-Term Deposit Ratings to 'B3'


S P A I N

BBVA RMBS 13: DBRS Finalizes (P)BB Rating to EUR615-Mil. Notes
HIPOCAT 7: S&P Raises Rating on Class A2 Notes From 'BB+'
RMBS SANTANDER 2: DBRS Assigns Final 'C' Rating to Series C Notes


S W I T Z E R L A N D

GATEGROUP: S&P Affirms 'BB-' CCR & Revises Outlook to Positive


U K R A I N E

DNIPROPETROVSK CITY: S&P Affirms 'CCC' ICR; Outlook Stable
IVANO-FRANKIVSK CITY: S&P Affirms 'CCC' ICR; Outlook Stable
KYIV CITY: S&P Revises Outlook to Stable & Affirms 'CCC' ICR
LVIV CITY: S&P Revises Outlook to Stable & Affirms 'CCC' ICR


U N I T E D   K I N G D O M

EUROSAIL-UK: Fitch Raises Rating on Class A2a Notes to 'BBsf'
MF GLOBAL: UK Unit OK'd to Pay Clients After Key Settlement
PINECOM SERVICES: High Court Enters Liquidation Order
* New Rules to Benefit UK Business Rescue Climate, R3 Says
* London Partner Elected Global Chair of Latham & Watkins


                            *********


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


VTB BANK: S&P Assigns 'BB+' Counterparty Rating; Outlook Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' long-term
and 'B' short-term counterparty credit ratings to Austria-based
VTB Bank (Austria) AG and its subsidiary VTB Bank (France) SA.
The outlook is negative.

S&P considers VTB Austria to be a "highly strategic" subsidiary
of Russia-based VTB Bank JSC.  In accordance with S&P's criteria,
it rates "highly strategic" subsidiaries one notch lower than the
group credit profile of the parent.

VTB Austria and its subsidiaries (VTB Austria subgroup) provide
access to Western European markets for its Russian parent and
form an important part of the group's international business
profile and funding strategy.  VTB Austria subgroup has an
important function for the wider group, primarily servicing
Russian clients outside Russia and collecting deposits from
Western European clients to support the overall group's lending
business.  The activities VTB Austria subgroup undertakes are
closely aligned with VTB Bank JSC's mainstream business and
customer base.  VTB Austria serves, to a large extent, the same
clients as the VTB Bank JSC, and the parent has committed strong
operational, managerial, and financial support.  However, S&P
acknowledges that the subgroup has some complexity in its
business, reflecting its focus on multiple markets and different
business models for the markets in Austria, Germany, and France,
and thus S&P do not consider it to be fully integrated within the
wider VTB group.

VTB Austria subgroup represents about 6% of VTB Bank JSC's total
assets; broadly half of the subgroup relates to operations of VTB
Austria itself and the remainder is split between operations in
France and Germany.

S&P assumes that VTB Austria will remain a "highly strategic"
subsidiary of VTB Bank JSC and continue to receive operational,
managerial, and financial support from its parent.

S&P regards VTB France as a core subsidiary of VTB Austria.  S&P
understands that, despite its separate legal set up as a
subsidiary, VTB France operates more like a branch of VTB
Austria.

The negative outlook on VTB Austria and VTB France mirrors that
on VTB Bank JSC.  The negative outlook on VTB Bank JSC in turn
mirrors that on the Russia Federation.  S&P considers that
sovereign-related risks in Russia will continue to weigh on the
group's creditworthiness and that there are increasing challenges
for Russian banks in a difficult operating environment.

Any rating actions on the parent, VTB Bank JSC, will likely
result in a parallel action on VTB Austria, reflecting that S&P
rates "highly strategic" subsidiaries one notch lower than the
group credit profile of the parent.  Also, any long period of
underperformance at VTB Austria, or inability to achieve its
profitability or financing goals, could lead S&P to reconsider
its "highly strategic" status, and therefore lower the ratings.

Any rating action on VTB Austria will in turn lead to a parallel
action on VTB France, because S&P equalizes the ratings on VTB
Austria and VTB France due to the French subsidiary's core status
in the VTB Austria subgroup.



===============
B U L G A R I A
===============


BULGARIA: Wants ECB to Take Over Supervision of Lenders
-------------------------------------------------------
Elizabeth Konstantinova and Boris Groendahl at Bloomberg News
report that Bulgaria is asking the European Central Bank to take
over supervision of its lenders after runs on deposits triggered
the worst financial crisis in 17 years.

Bulgaria's central bank said in an e-mailed statement on Tuesday
it has contacted the ECB's Executive Board to start the procedure
to join the Single Supervisory Mechanism, Bloomberg relates.  The
request follows an announcement by President Rosen Plevneliev
after a meeting with leaders of the country's biggest parties and
senior government officials on Monday, Bloomberg relays.

"We have full consensus to immediately start a procedure for
Bulgaria's entry into the EU's Single Supervisory Mechanism,"
Bloomberg quotes Mr. Plevneliev as saying.  "Bulgarians can be
confident that Bulgaria will continue its integration into
Europe's modern mechanisms."

Bloomberg notes that while the ECB took note of the statements by
Bulgarian authorities, it said it hadn't been contacted formally.

The ECB begins to supervise euro-area lenders in November as part
of a plan to prevent a repeat of the taxpayer-funded bailouts of
lenders since the financial crisis, Bloomberg discloses.

ECB oversight is automatic for the 18 countries using the common
currency, Bloomberg states.  Their biggest banks are currently
being subjected to a yearlong asset review and stress test, the
results of which will be released in October, according to
Bloomberg.


CORPORATE COMMERCIAL: To Remain Under Central Bank's Supervision
----------------------------------------------------------------
Elizabeth Konstantinova and Boris Groendahl at Bloomberg News
report Bulgaria's central bank said on Tuesday it will keep
Corporate Commercial Bank AD under supervision for three months
after political leaders didn't agree on a special law allowing
for the compensation of its depositors above the legal limit of
EUR100,000.

According to Bloomberg, the central bank scrapped its plan to set
up a "good bank" based on a unit of Corporate Bank, which was
part of the new draft law, and to re-open the lender for business
on July 21.

Bulgaria plans to send the bank into insolvency after an audit
found records missing for BGN3.5 billion (US$2.4 billion) of
loans, Bloomberg discloses.  Corporate Bank saw a BGN1 billion
bank run before the central bank placed it under supervision last
month, Bloomberg recounts.  When a run on First Investment Bank
AD followed, Bulgaria received EU approval to extend a BGN3.3
billion credit line to lenders, Bloomberg relates.

Corporate Commercial Bank is Bulgaria's fourth largest private
lender with total assets topping BGN7.3 billion in the first
quarter of 2014, or 8.4% of total Bulgarian private banking
assets, according to AFP.



===========
F R A N C E
===========


EUROPCAR GROUP: Moody's Rates EUR350MM Sr. Secured Notes '(P)B3'
----------------------------------------------------------------
Moody's Investors Service assigned a (P)B3 rating to the new
EUR350 million senior secured notes (the new Fleet Bond) maturing
in 2021 to be issued by EC Finance plc, a finance company within
the Europcar group. There is no change to Europcar's B3 corporate
family rating (CFR) or B3-PD probability of default rating (PDR),
the Caa1 and Caa2 instrument ratings of the EUR324 million Senior
Subordinated Notes and EUR400 Senior Subordinated Unsecured
Notes, or the stable ratings outlook.

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

The proceeds from the new Fleet Bond alongside EUR25 million of
cash from the balance sheet will be used to repay the existing
EUR350 million Senior Secured Notes due 2017 (existing Fleet
Bond) and fund transaction expenses including the call premium.

Ratings Rationale

The new Fleet Bond will improve Europcar's debt maturity profile
by replacing the existing Fleet Bond maturing in 2017 and reduce
the company's interest expense by approximately EUR15 million on
an annual basis. "This refinancing marginally improves Europcar's
credit profile as it should help the EBIT-to-Interest ratio
approach 1x by the end of 2014 from a low of 0.8x observed over
the last three years", says Sebastien Cieniewski, lead analyst
for Europcar.

Moody's positively notes that Europcar has experienced revenue
growth over the last couple of quarters following a prolonged
period of sales decline between Q4 2011 and Q2 2013. In Q2 2014,
management expects revenues to increase compared to the same
period last year driven by the good performance of the leisure
segment with increase in rental days volume (RDV) and rental
price per day (RPD) in almost all countries partly offset by
continued pressure on the corporate segment. Moody's notes,
however, that return to sustainable growth remains uncertain
despite the more favorable macro-economic data published across
most of the countries where Europcar operates. In Q1 2014 for
example, the company experienced a revenue decrease of 1.2%
compared to the same period last year following an improved
performance in Q3 and Q4 2013. The decline was driven by weak
performance in France, the exit from less-profitable corporate
contracts in Italy, and overall increased competition and change
in fleet mix towards lower value cars in the corporate segment.

While a return to sustainable growth needs to be confirmed,
Europcar has already made significant efforts to improve its
margins with a strong focus on cutting costs through its Fast
Lane program. In Q1 2014, the adjusted consolidated EBITDA margin
(as reported by the company) increased to 25.3% from 23.3% in Q1
2013 following an increase to 34.2% in 2013 from 33.6% in 2012.
This should lead in turn to EBIT-to-Interest trending towards 1x
by the end of 2014 from 0.85x in 2013, while adjusted leverage
should decrease to below 5x positioning the company more
comfortably within the B3 rating category.

Moody's considers that Europcar's liquidity is adequate. Pro-
forma for the issuance of the new Fleet Bond, cash balance was
EUR186 million as of Q1 2014 supported by availability of EUR142
million under the EUR300 million Senior Revolving Credit
Facility. The EUR1.1 billion Senior Asset Revolving Facility
(SARF) and the GBP505 million UK Fleet Financing Facility are
external facilities dedicated for the sole purpose of fleet
financing with availability of EUR812 million and around GBP268
million, respectively.

The new Fleet Bond is issued by the same entity as the existing
Fleet Bond with a substantially similar covenant package and
structural features. The (P)B3 rating of the new Fleet Bond, at
the same level as the CFR, reflects, in Moody's view, its ranking
which is behind some sizeable fleet debt and Revolving Credit
Facility, but ahead of considerable corporate debt, namely the
EUR324 million Senior Subordinated Bond and the EUR400 million
Subordinated Unsecured Notes rated Caa1 and Caa2, respectively.
While Moody's considers that the new Fleet Bond benefits from a
relatively stronger security package compared with the corporate
debt, it considers that it lags that of the EUR1.1 billion SARF
which shares the same pledge on some fleet assets but on a
priority basis and the EUR300 million which benefits from
collateral on bank accounts, fleet receivables, trademarks and
share pledges, as well as guarantees from the majority of
Europcar's operating entities.

The stable outlook reflects Moody's expectation that Europcar
will benefit from a recovery in revenues thanks to an improved
macro-environment in most of the countries where it operates
following a long period of decline.

Negative pressure could develop if operating performance
deteriorates with adjusted leverage trending towards 5.25x; or if
EBIT/Interest coverage remains below 1.0x on a sustained basis.

Positive pressure could arise if the EBIT/Interest coverage
exceeds 1.0x and adjusted leverage trends to 4.5x on a sustained
basis with a solid liquidity profile; and the European car rental
market experiences recovery both in terms of volume and prices.

The principal methodology used in this rating was the Global
Equipment and Automobile Rental Industry published in December
2010. Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

Headquartered in Paris, France, Europcar is a leading European
provider of short- to medium-term rentals of passenger vehicles
and light trucks to corporate, leisure and replacement clients.
Europcar is owned by Eurazeo, one of the largest European
investment companies.


EUROPCAR GROUPE: S&P Rates EUR350-Mil. Senior Secured Notes 'B'
---------------------------------------------------------------
Standard & Poor's Ratings Services said that it assigned its 'B'
issue rating to the proposed EUR350 million senior secured notes
due 2021 to be issued by EC Finance PLC, a special-purpose
subsidiary of France-based rental car company Europcar Groupe SA
(B/Stable/--).  S&P assigned a recovery rating of '4' to the
proposed notes, indicating its expectation of average (30%-50%)
recovery in the event of a payment default.

At the same time, S&P affirmed the following:

   -- Its 'B+' issue rating on the EUR300 million senior secured
      revolving credit facility (RCF) due 2016.  The recovery
      rating is unchanged at '2'.

   -- Its 'B-' issue rating on the EUR324 million secured
      subordinated notes due 2017.  The recovery rating is
      unchanged at '5'.

   -- Its 'CCC+' issue rating on the EUR400 million unsecured
      subordinated notes due 2018.  The recovery rating is
      unchanged at '6'.

The issue and recovery ratings on the proposed EUR350 million
senior secured notes are based on preliminary information and are
subject to the successful issuance of these notes and S&P's
satisfactory review of the final documentation.

On completion of the refinancing, S&P will withdraw the issue and
recovery ratings on the existing EUR350 million 9.75% senior
secured notes due 2017.

RECOVERY ANALYSIS

S&P understands that the proposed senior secured notes will have
essentially the same terms as the existing EUR350 million 9.75%
fleet bond due 2017, which the proposed notes are refinancing.
The lenders of the proposed notes benefit from security on the
proceeds of the intercompany loan from EC Finance to
Securitifleet Holding S.A.  The loan itself indirectly benefits
from a second-ranking security over the assets securing a EUR1
billion senior asset revolving credit facility (not rated),
except those of Securitifleet Italy and the Catalan assets of
Securitifleet Spain. The notes also benefit from a senior
unsecured guarantee from Europcar International S.A.S.U. (ECI).

S&P understands that the documentation of the proposed notes will
include restrictions on the incurrence of additional debt at
Securitifleet Holding (subject to a maximum loan-to-value
covenant of 95%) and at EC Finance. ECI and its restricted
subsidiaries will also have restrictions on the incurrence of
additional debt (subject to a minimum 2x fixed-charge coverage
incurrence covenant), as well as others including restrictions on
payments.

S&P's hypothetical default scenario projects the company's
inability to refinance the subordinated notes due in 2017
following a period of operating stress, with lower utilization
rates or pricing as a result of increased competition.  S&P also
projects Europcar facing losses because of financial distress at
original equipment manufacturers making them unable or unwilling
to honor buyback agreements.

Simulated default and valuation assumptions:

   -- Year of default: 2017
   -- Valuation methodology:  Going concern under discrete asset
      valuation
   -- Jurisdiction: France

Simplified waterfall:

   -- Gross enterprise value at default: about EUR600 million
      (excluding non-fleet assets)
   -- Priority liabilities: about EUR100 million
   -- Net value available to creditors: about EUR500 million
   -- Senior secured RCF claims: about EUR310 million (1)
   -- Recovery expectation: 100% (2)
   -- Senior secured notes claims: about EUR360 million (1)
   -- Recovery expectation: 30%-50%
   -- Secured subordinated notes claims: about EUR340 million (1)
   -- Recovery expectation: 10%-30%
   -- Subordinated unsecured notes claims: about EUR420 million
   -- (1) Recovery expectation: 0%-10%

(1) All debt amounts include six months' prepetition interest.

(2) Although nominal recoveries exceed 90%, S&P's criteria cap
the recovery rating at '2' due to S&P's view of France as a
relatively unfavorable jurisdiction for creditors.


LOXAM SAS: S&P Affirms 'BB-' CCR on Refinancing Plan
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' long-term
corporate credit rating on France-based equipment rental company
Loxam SAS.  The outlook is stable.

At the same time, S&P assigned its 'BB-' issue rating to the
proposed EUR400 million senior secured notes, with a recovery
rating of '3', indicating its expectation of meaningful (50%-70%)
recovery in the event of a payment default.

S&P assigned its 'B' issue rating to the proposed EUR260 million
subordinated notes, with a recovery rating of '6', indicating its
expectation of negligible (0%-10%) recovery in the event of a
payment default.

"The affirmation follows Loxam's announcement that it will
refinance its EUR606 million bank loans with new EUR400 million
senior secured notes and EUR260 million subordinated notes,
implying that leverage ratios will remain broadly unchanged.
However, we expect the planned transaction to strengthen Loxam's
liquidity position.  After the transaction, debt amortization
will be pushed out until 2020, when the existing EUR300 million
notes are due.  Furthermore, the covenants under existing bank
loans will also fall away", S&P said.  The rating on Loxam
continues to reflect our assessment of the company's business
risk profile as "fair" and its financial risk profile as
"significant".

The stable outlook reflects S&P's view that Loxam's performance
will continue to be influenced by the sluggish construction
market in France, which S&P expects to be flat at the best in
2014.  It also reflects S&P's expectation that the company's
credit metrics will remain in its "significant" category in 2014-
2015, with adjusted debt to EBITDA below 4.0x and adjusted FFO to
debt at the lower end of the 20%-30% range.  S&P also anticipates
that FOCF will remain close to breakeven, and that the company
will maintain "adequate" liquidity following the refinancing.

S&P might raise the rating if Loxam achieved stronger credit
metrics on a sustainable basis such as FFO to debt sustainably
higher than 30% and debt to EBITDA of less than 3x.  This could
result from substantially reduced debt in absolute amounts,
combined with a better-than-anticipated operating performance and
moderation with regard to acquisitions.

S&P might consider a negative rating action if the unfavorable
market conditions significantly constrained Loxam's credit ratios
such that the group's EBITDA margins were to fall below 30% for a
prolonged period, leading to a debt-to-EBITDA ratio exceeding
4.0x without near-term prospects for recovery.  S&P could also
lower the ratings if unexpected large debt-funded acquisitions
were made.  Rating pressure could also emerge at any time if the
company's liquidity did not remain at least adequate.


WHA HOLDINGS: Moody's Assigns 'B2' Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating (CFR) and B2-PD probability of default rating (PDR) to WHA
Holdings S.A.S (together with subsidiaries, collectively referred
to as Winoa Group). Concurrently, Moody's has assigned a
provisional (P)B2 (LGD4-50%) rating to the proposed 6 year
non-call 2 EUR260 million senior secured notes and a (P) Ba2
(LGD1-0%) rating to the proposed EUR20 million super senior
revolving credit facility, both to be issued by WHA Holdings
S.A.S. The outlook on all ratings is stable. This is the first
time that Moody's has rated Winoa Group.

Moody's issues provisional ratings in advance of the final sale
of securities and these ratings reflect the agency's preliminary
credit opinion regarding the transaction only. Upon a conclusive
review of the final documentation, Moody's will endeavor to
assign definitive ratings to the group's proposed senior secured
notes. Definitive ratings may differ from provisional ratings.

Ratings Rationale

The assigned B2 CFR is balancing Winoa Group's relatively high
and resilient profitability in the past with a narrow product
focus on a relatively larger recovering (industrial steel
abrasives) and relatively smaller contracting (granite cutting)
market segment, dependency on cyclical end markets and relatively
high initial financial leverage.

More detailed, the rating is supported by (1) Winoa Group's
leading global market positions with a company estimated 42%
overall share (based on sales volumes) of the niche market of
steel abrasives (industrial applications and granite); (2) solid
barriers to entry and a competitive edge relating to (a) Winoa
Group's greater direct commercial and distribution network with
direct access to around 10,000 customers allowing for better
margin protection versus peers that are more dependent on
indirect third party distribution, (b) an established local
production footprint of scale to sell the full production curve
across granularity bands, which should also provide for some
pricing power vis-a-vis Winoa Group's peers, (c) strong product
and service quality perception by customers, also reflected in
low historical customer churn rates and (d) some protection from
low price competitors entering the market as the majority of cost
of production including scrap metal, alloys and other consumables
(c.68%) is based on global market prices; (3) Winoa Group's
flexible cost structure and effective cost pass-through evidenced
in maintained profitability through the financial crisis with
EBITDA margins ranging between 13-15% over the past five years
despite an approximate -30% volumes decline in 2009; and (4)
Winoa Group's diversified profile of end markets including
construction, iron and steel industry, transportation and
equipment goods across global geographies with an increasing
exposure to emerging markets following different cycles which
should help mitigate some of the end markets' cyclicality.

The rating assigned remains constrained by (1) Winoa Group's
relatively small absolute size with a turnover of EUR341 million
in the last twelve months ending March 2014 and limited business
diversification as dependent on the niche market of steel
abrasives, largely driven by global steel demand; (2) the group's
exposure to cyclical industries including construction, iron and
steel industry, transportation and equipment goods (Winoa Group
suffered an approximately -30% decline in volumes related to the
financial crisis in 2009 and subsequent declines in 2012 and 2013
related to the shrinking of the European automotive market and
contraction of the European granite market); (3) Winoa Group's
contracting granite business affected by the substitution of
granite steel abrasives with Multiwire equipment, all of which
management aims to overcompensate through various cost efficiency
measures and growth from innovations, and growth in emerging
markets; (4) periods of increased competition with other leading
market players, particularly in Europe, with new capacity coming
on stream shortly, and in North America, which could temporarily
result in volume losses and profit margin erosion; (5) the high
financial leverage pro forma for the envisaged capital structure
with expected adjusted debt / EBITDA of 6.2x at closing of the
transaction combined with the expectation that the company's free
cash flow will be limited over the next few years owed to
sizeable interest burden and temporarily increased capex in 2015
and 2016; (6) exposure to fluctuating raw material prices
combined with the constant challenge to successfully pass on
inflated input cost to end customers or adverse impact from
foreign currencies weighing on the group's profitability and
ability to deleverage more significantly.

Liquidity

Pro forma for the refinancing Moody's consider Winoa Group's
liquidity profile to be good. Following the closing of the
transaction expected during July, the group's expected liquidity
uses for the next 12-18 months result from working capital needs
(intra-year working capital swings are estimated at around EUR5-
10 million), capital expenditures of below EUR10 million in 2014
before rising to EUR16-17 million during the following two years.
These liquidity needs should be sufficiently covered by an
expected cash balance of around EUR30 million post-closing of the
transaction and funds from operations exceeding EUR20 million.
Further, Winoa Group will have access to an initially undrawn
EUR20 million revolving credit facility which is subject to the
same incurrence covenants as the notes, as a well as a single
maintenance covenant (leverage) with comfortable headroom. Winoa
Group will not face any other substantial debt maturities before
2020 when both the 6 year senior secured notes and the 5.5 year
revolving credit facility come due.

Moody's understands that EUR27.6 million related to a cartel fine
settlement and provisioned for in 2013, have been fully paid at
the end of June 2014.

Rating Outlook

The stable outlook reflects the solid rating positioning of Winoa
Group at the B2 rating level under the proposed financing
structure and Moody's expectation that the company will be able
to sustain its profitability at around 13% EBITDA margin as
adjusted by Moody's and to achieve an adjusted leverage of below
6x indicated by debt/EBITDA (proforma for the current
transaction: 6.1x) while gradually reducing further. Moreover,
Moody's expect that the group will achieve continued positive
free cash flow generation and maintain a satisfactory liquidity
profile.

What Could Change The Rating Up/Down

Moody's might consider upgrading Winoa Group's rating if the
group were able to (1) reduce adjusted gross debt/EBITDA towards
5.0x; (2) improve EBITA/interest to above 2x; and (3) generate
meaningful positive free cash flow in the double-digit million
range on a sustainable basis.

Negative rating pressure could arise if (1) Winoa Group's
adjusted debt/EBITDA was to exceed 6x on a sustained basis; (2)
EBITA/interest deteriorated to below 1.5x; and (3) the company
was to generate negative free cash flow over sequential periods.
Moreover, the failure to maintain an adequate liquidity profile
would exert additional pressure on the ratings.

Structural Considerations

In its Loss-Given-Default (LGD) assessment of Winoa Group's
proposed new capital structure, Moody's distinguishes between
three layers of debt. Upon completion of the refinancing, the
EUR260 million senior secured notes will benefit from guarantees
by entities of the group accounting for approximately 56.4% of
the group's consolidated assets and approximately 63.7% of the
group's consolidated EBITDA as per FY2013 which is henceforth
envisaged to be 80% in the senior facilities agreement (subject
to certain adjustments and exceptions in accordance with the
agreed security principles) and will be secured by certain assets
of the guarantors within 90 days after completion of the
refinancing.

The proposed EUR20 million super senior revolving credit facility
benefits from a similar security package and guarantor coverage
as the senior secured notes but receives enforcement proceeds in
case of liquidation prior to senior secured notes holders. Hence,
Moody's has ranked the senior secured notes junior to the super
senior revolving credit facility.

Moody's has linked trade payables to the same level as the senior
secured notes which together rank ahead of lease rejection claims
and pension obligations which are modeled as unsecured and thus
rank last in the priority of debt analysis.

The principal methodology used for these ratings was the Global
Manufacturing Industry methodology published in December 2010.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the US, Canada and
EMEA published in June 2009.

WHA Holding S.A.S. is an immediate holding company of Winoa SA,
headquartered in Le Cheylas, France and subsidiaries. Winoa Group
is a leading producer and distributor of industrial steel
abrasives (84% of 2013 sales) and steel abrasives for granite
products, i.e. stone cutting materials (16% of 2013 sales) within
a specialized niche market. The group recorded sales of EUR341
million during the last twelve months ending March 2014 across
the world including EMEA (56% of volumes ), Americas (26%) and
Asia (18%) for which Winoa Group believes, that it holds mostly
no.1 positions in each region.



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


CENTROSOLAR GROUP: Silverton Advises Solarwatt on Takeover
----------------------------------------------------------
Silverton Financial Advisors, the consultancy firm specialising
in distressed investments, corporate finance and loan & risk
Management, has advised Solarwatt GmbH, Dresden, on the major
financial concerns relating to its takeover of the Centrosolar
subsidiaries in France and the Benelux countries, together with
Centrosolar's European trademarks.

Silverton's advice was centred on financial due diligence, as
well as cash-flow planning and valuation.

Solarwatt is a longstanding client of Silverton, who had already
advised the company on the initiation of a risk management system
and provided support for the operative restructuring carried out
in house following its own insolvency proceedings.

Thoran Thegemey, co-founder and managing partner of Silverton,
commented: "The successful takeover of the Centrosolar Group's
European distribution activities is a major indication of the
successful long-term restructuring of the company. It
significantly strengthens Solarwatt's market position in Europe."

As reported in the Troubled Company Reporter-Europe on
Oct. 21, 2013, SolarServer said Centrosolar Group AG (Munich),
Centrosolar AG and Centrosolar Sonnenstromfabrik GmbH have
applied for "protective shield" creditor protection at a court in
Hamburg, Germany, which the company says will allow for faster
implementation of its restructuring plans.

Centrosolar Group AG, Munich is a supplier of photovoltaic (PV)
systems for roofs and key components.  Its product range
comprises solar integrated systems, modules, inverters and
mounting systems. Over two-thirds of revenue is generated in
North America.


EMC VI-EUROPROP: Fitch Affirms 'Csf' Ratings on 2 Note Classes
--------------------------------------------------------------
Fitch Ratings has affirmed EMC VI - Europrop's floating rate
notes due 2017 as follows:

EUR208.3 million class A (XS0301901657) affirmed at 'BBsf';
Outlook Negative

EUR30 million class B (XS0301902622) affirmed at 'Bsf'; Outlook
Negative

EUR35 million class C (XS0301903356) affirmed at 'CCCsf';
Recovery Estimate (RE) 50%

EUR30 million class D (XS0301903513) affirmed at 'CCsf'; RE0%

EUR4 million class E (XS0301903943) affirmed at 'Csf'; RE0%

EUR6.6 million class F (XS0301904248) affirmed at 'Csf'; RE0%

EMC VI-Europrop is a securitization of 18 commercial mortgage
loans originated by Citibank, N.A., London Branch and Citibank
International PLC. Five of the original 18 loans have repaid in
full since closing in 2007, with a further two incurring losses
of EUR6.3m.

Key Rating Drivers

The affirmation reflects that the transaction has largely
performed as expected over the past 12 months. All 11 remaining
loans are in payment default -- primarily caused by excess
leverage on generally below-average mainly German retail real
estate -- with better progress on some loans compensated by other
loans' work-out delays or weakening metrics. A key rating
constraint is the limited time to the notes' maturity in 2017,
which presents the servicer with the challenge to swiftly
liquidate the collateral without dampening the sale price.

The EUR194 million Sunrise II loan (of which 50% is securitized
in this transaction) is secured by 46 retail/retail warehouse
assets located predominantly in secondary western German
locations. While only two sales have occurred since loan default
in 2011, considerable progress has been made by the special
servicer more recently: six sales have been notarized and a
further 21 are at various stages of purchaser due diligence (10
being under offer). Fitch expects the level of losses to be
broadly in line with indications that the aggregate gross sale
price of completed and notarized sales is 86% of the allocated
loan amount.

The EUR48.4 million Signac loan is secured by a five-storey
office building located in Gennevilliers, Paris. Originally due
in July 2011, the borrower obtained safeguard proceedings
combined with a loan extension through to April 2015. Losses are
expected, the severity of which depends on how the court treats
any further request for leniency by the borrower. The lack of
control by the special servicer presents downside risk to the
ratings, as reflected in the Negative Outlooks, since a recovery
may not be made by bond maturity. This loan also remains the
subject of a dispute between the loan seller and the special
servicer over the validity of certain warranties related to the
sale.

Fitch expects varying loss severities on a further seven loans,
and projects a write-off of note classes D through F. A principal
deficiency ledger (PDL), highly unusual in European CMBS, allows
principal shortfalls to be replenished from excess spread (in
this case mainly composed of pooled loan default penalty
interest). Of the EUR6.3m of cumulative loss applied to the class
F PDL, some EUR5.9 million has already been replenished from
excess spread (since in April 2013 when the debit was recorded).

Further replenishment of principal deficiencies depends on the
timing of losses, the most significant being approximately EUR15m
of inevitable loss on EPIC Horse (a loan incurring an 80% loss
severity). While the bulk of this mismanaged German multifamily
housing portfolio has been sold, any delay in disposing of the
last property would result in excess income being disbursed to
the originator at the expense of creditors. This would
correspondingly dampen the recovery prospects for the class C
notes, in Fitch's analysis, unless the special servicer makes the
decision to waive penalty interest on weaker loans to allow more
principal to be recovered from the borrowers by sweeping any
excess rent.

Rating Sensitivities

Given the large number of assets that need to be sold and
uncertainty surrounding the loan in safeguard, the approach of
legal maturity in 2017 presents the main source of rating
sensitivity, which remains on the downside. The later the
workouts are resolved, the greater the risk of price discounting.

Fitch estimates 'Bsf' recoveries at EUR255 million.


HANSA GROUP: Files For Insolvency Under Own Management
------------------------------------------------------
Reuters reports that Hansa Group said on July 9 it had filed for
insolvency under its own management, after having reviewed future
restructuring options.

The company added it expects that the insolvency court "will act
very quickly to appoint a provisional administrator," Reuters
relates.

Hansa Group is a German supplier of chemicals for detergents and
body care products.


KUNKEL WAGNER: Files for Insolvency Process
-------------------------------------------
Foundry-Planet.com reports that individuals responsible for the
Kunkel-Wagner process technology have applied for insolvency
proceedings at the district court in Hildesheim. As provisional
liquidator, the court has ordered Attorney Christopher Seagon
from Heidelberg.

"It's still too early to release specific information," the
report quotes Mr. Seagon as saying. "The first aim is first to
keep the business running stable in order to ensure the process
of existing contracts and projects."

Mr. Seagon is currently engaged to assess the economic situation
and reorganizational possibilities for the company, the report
relays.



=============
I R E L A N D
=============


IRISH BANK: Special Liquidator's Report to Be Sent to ODCE
----------------------------------------------------------
Irish Examiner reports that the special liquidator's report into
Irish Bank Resolution Corp. will be sent to the Office of the
Director of Corporate Enforcement (ODCE) "imminently".

According to Irish Examiner, a spokesman for KPMG, the special
liquidators of IBRC, said the report "is in progress" but
declined to comment on when exactly it would be delivered to the
ODCE.

The contents of the report are confidential and will not be
released to the general public, Irish Examiner notes.

Under Section 56 of the Company Law Enforcement Act, all
liquidators have to make a report for the ODCE.

It is only if the special liquidator initiates proceedings
through the High Court that it will be known if a case is being
taken against any former directors of IBRC, Irish Examiner says.

IBRC was responsible for winding down the assets of Anglo Irish
Bank and Irish Nationwide Building Society, Irish Examiner
discloses.  It was forced into liquidation in February 2013 as
part of the restructuring of the EUR23 billion in promissory
notes, Irish Examiner recounts.

Finance Minister Michael Noonan said that all IBRC assets would
be offered to private investors and any assets that were not sold
would then be transferred to the National Asset Management
Agency, Irish Examiner relates.

NAMA issued a EUR12.9 billion floating charge note to the Central
Bank as consideration for the roughly EUR22 billion nominal value
of IBRC assets, Irish Examiner relays.

According to Irish Examiner, an update from the special
liquidators on June 6 revealed that EUR10.9 billion has been
repaid and it is expected that the remaining EUR2 billion will be
repaid over the course of this year.

It is also expected that no IBRC assets will be transferred to
NAMA, Irish Examiner states.

                   About Irish Bank Resolution

Irish Bank Resolution Corp., the liquidation vehicle for what was
once one of Ireland's largest banks, filed a Chapter 15 petition
(Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect
U.S. assets of the former Anglo Irish Bank Corp. from being
seized by creditors.  Irish Bank Resolution sought assistance
from the U.S. court in liquidating Anglo Irish Bank Corp. and
Irish Nationwide Building Society.  The two banks failed and were
merged into IBRC in July 2011.  IBRC is tasked with winding them
down and liquidating their assets.  In February, when Irish
lawmakers adopted the Irish Bank Resolution Corp., IBRC was
placed into a special liquidation in the Irish High Court to
complete liquidation and distribution of the two banks' assets.

IBRC's principal asset as of June 2012 was a loan portfolio
valued at some EUR25 billion (US$33.5 billion). About 70 percent
of the loans were to Irish borrowers. Some 5 percent of the
portfolio was under U.S. law, according to a court filing.  Total
liabilities in June 2012 were about EUR50 billion, according
to a court filing.

Most assets in the U.S. have been sold already.  IBRC is involved
in lawsuits in the U.S.

IBRC was granted protection under Chapter 15 of the U.S.
Bankruptcy Code in December 2013.

Kieran Wallace and Eamonn Richardson of KPMG have been named the
special liquidators.


MALLINCKRODT PLC: S&P Assigns 'BB-' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' issue-level
rating to the US$500 million of incremental term loan B-1 co-
issued by Mallinckrodt International Finance S.A. and
Mallinckrodt CB LLC.  The company will use proceeds to partly
fund parent Mallinckrodt plc's purchase of Questcor.  The
recovery rating is '1' reflecting S&P's expectation of very high
(90% to 100%) recovery in the event of payment default.  The
'BB+' issue-level and '1' recovery rating on the existing US$250
million senior secured revolving credit facility and the existing
US$1.3 billion senior secured term loan B facility (also co-
issued by Mallinckrodt International Finance S.A. and
Mallinckrodt CB LLC) is unchanged.

The addition of recently acquired Ofirmev (from Cadence
Pharmaceuticals) and the pending acquisition of Acthar (from
Questcor) enhance Mallinckrodt's pipeline, given the potential
for additional on-label indications in the future.  Those
products could also provide additional product and therapeutic
diversity to Mallinckrodt over time if growth performance meets
S&P's expectations.  However, a somewhat thin pipeline, the rapid
pace of acquisitions and associated integration risk, coupled
with generic pricing pressures and underperformance in global
medical imaging, offset any near-term benefits from those product
additions.  S&P continues to view the business risk as "fair".
The debt issuance is within S&P's expectations and, along with
the financing mix that includes equity and cash, S&P expects
leverage to quickly decline to less than 5x. We continue to
assess financial risk as "aggressive".

RATINGS LIST

Mallinckrodt plc
Corporate credit rating               BB-/Stable/--

Mallinckrodt International Finance S.A.
Mallinckrodt CB LLC
US$500M incremental term loan B-1        BB+
   Recovery rating                     1


* IRELAND: Corporate Insolvencies Up 14% in 2nd Quarter 2014
------------------------------------------------------------
There was an increase of 14% in Q2 2014 corporate insolvencies
recorded in Ireland when compared to Q1 2014, from 303 to 347,
according to figures released by Deloitte, and published by
www.InsolvencyJournal.ie.

According to InsolvencyJournal.ie, commenting on the figures,
David Van Dessel, Partner with Deloitte said: "The figures show
increases across a number of sectors including construction,
hospitality, manufacturing, IT and the wholesale sector.
Although insolvency activity has increased from Q1 2014 to Q2
2014 there has been a decline of 8% when we compare H1 2014 (650)
to H1 2013 (706).  The types of insolvencies for the first half
of 2014 show a reduction of 15% in Creditors Voluntary
Liquidations and an increase in court liquidations and
examinerships."

With regard to corporate insolvency types, creditors voluntary
liquidations (CVL) increased 30% from Q1 (185) 2014 to Q2 2014
(241) examinerships increased 60% from Q1 2014 (5) to Q2 2014 (8)
while receiverships decreased 12% from Q1 2014 (89) to Q2 2014
(78) and Court liquidations decreased 17% from Q1 2014 (24) to Q2
2014 (20), InsolvencyJournal.ie discloses.

Commenting on the outlook for the second half of 2014, David Van
Dessel, Partner with Deloitte, as cited by InsolvencyJournal.ie,
said: "It is interesting to note an increase in corporate
insolvencies in Q2 2014 as one would anticipate a reduction in
corporate insolvencies during 2014 -- a trend we are observing
when comparing the first half of this year with the same period
last year.  We expect this reduction to remain at the current
pace.  In particular the new examinership legislation, which
commences operation on July 14, should result in the process
becoming substantially more accessible to SMEs, and we anticipate
an increase in examinerships during H2 2014."



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


BANCA CARIGE: S&P Affirms 'B-/C' Counterparty Credit Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-/C' long- and
short-term counterparty credit ratings on Italy-based Banca
Carige SpA (Carige).  At the same time, S&P removed the long-term
rating from CreditWatch with negative implications, where it
placed it on March 22, 2013.  The outlook is negative.

The affirmation follows Carige's successful execution of its
EUR800 million capital increase on July 8, 2014.  S&P believes
that the bank's strengthened capitalization is counterbalanced by
the challenges it faces in its turnaround process.

S&P estimates that the EUR800 million rights issue would improve
its risk-adjusted capital (RAC) ratio for Carige by about 190
basis points (bps) from 3.1% as of end-2013.  As such, S&P now
projects that Carige's RAC ratio will comfortably remain in the
range of 4%-5% by end-2015, which compares to S&P's previous
expectation that it would be below 4%.  S&P has therefore
improved its view of the bank's solvency and the impact this has
on its ratings on Carige.

"While this represents an improvement compared with our previous
capital forecasts, we still view Carige's capital position as
"weak", in line with our criteria.  Our forecast incorporates our
view that Carige's internal capital generation will remain under
pressure due to the bank's still-high credit losses and weaker-
than-peers' revenue-generation capacity.  As a consequence, we
expect the bank will likely be lossmaking in 2014 and will just
reach breakeven in 2015.  Specifically, we anticipate that, in
2014 and 2015, Carige's credit losses will be about a cumulative
3% of gross customer loans as of end-2012.  Despite the bank's
significant provisioning efforts in 2013, we believe that asset
quality will continue to deteriorate over the next two years
given the weak macroeconomic conditions we foresee in Italy," S&P
said.

"At the same time, we believe Carige's weak financial position,
which, in our view, has been evident for a prolonged period of
time, combined with the continuous negative developments within
its corporate governance over the past 18 months -- including the
recent criminal investigations into some of the bank's former top
executives -- have damaged the bank's franchise.  We acknowledge
that Carige has taken several measures to improve its corporate
governance and is in the middle of a turnaround process, which
includes making significant managerial changes, re-focusing on
traditional banking activities, exiting its weakly performing
non-core businesses (insurance and other non-strategic holdings),
restoring its profitability, and strengthening its credit risk
management.  Nevertheless, we believe Carige's business position
has weakened as evidenced by, among other things, the bank's
still-high cost of retail funding, compared with the other
domestic peer-regional banks.  As a result, we have lowered our
assessment of Carige's business position to "weak" from
"moderate"," S&P added.

"As a consequence of our improved view of Carige's capital, and
the lowering of our assessment of its business position, Carige's
stand-alone credit profile (SACP) remains at 'ccc+'.  We continue
to assess Carige's risk position as "weak", its funding as
"average", and its liquidity as "moderate", as our criteria
define these terms," S&P said.

S&P's long-term rating on Carige continues to incorporate one
notch of uplift over the bank's SACP for potential extraordinary
government support, based on its view of Carige's "moderate"
systemic importance and Italy's supportive stance toward its
banking system.

The negative outlook reflects S&P's view that it may lower the
long-term counterparty credit rating on Carige by one notch by
year-end 2015 if S&P considers that extraordinary government
support is less predictable under the new EU legislative
framework (the EU Bank Recovery and Resolution Directive).

In addition to potential changes in government support, S&P could
lower the rating if it was to observe setbacks in Carige's
restructuring and turnaround process, including its ability to
generate profits, and improve its weaker-than-peers' performance.
In S&P's view, the benefits of the new management's strategy and
its impact on the bank's financial and business profiles are only
likely to emerge in the long term, as S&P believes that this
partly implies a deep cultural change at the bank amid the still-
difficult economic environment.  S&P therefore anticipates that
the bank will likely face significant challenges in its
turnaround process.

S&P could revise the outlook back to stable if it considers that
potential extraordinary government support for Carige'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
to stable if other rating factors, such as a stronger SACP or
measures that provide substantial additional flexibility to
absorb losses while a going concern, fully offset increased bail-
in risks.  S&P will therefore review all relevant rating factors
when taking any rating actions.  These might include any further
steps Carige takes to improve its weaker-than-peers'
capitalization.


DECO-2014 GONDOLA: Fitch Assigns 'BBsf' Rating to Class E Notes
---------------------------------------------------------------
Fitch Ratings has assigned DECO 2014-GONDOLA S.R.L. final ratings
as follows:

  EUR185.5m Class A due February 2026 (ISIN: IT0005030777):
  'A+sf'; Outlook Stable

  EUR0.1m Class X due February 2026 (ISIN: IT0005030843): not
  rated

  EUR65.0m Class B due February 2026 (ISIN: IT0005030793): 'Asf';
  Outlook Stable

  EUR30.5m Class C due February 2026 (ISIN: IT0005030801): 'A-
  sf'; Outlook Stable

  EUR52.0m Class D due February 2026 (ISIN: IT0005030827): 'BBB-
  sf'; Outlook Stable

  EUR21.9m Class E due February 2026 (ISIN: IT0005030835):
  'BBsf'; Outlook Stable

The transaction is the securitization of three commercial
mortgage loans in the amount of EUR357m previously granted by
Deutsche Bank AG, London Branch (DB, or the originator) to two
Italian closed-end real estate funds and two Italian limited
liability companies to acquire 13 logistic centres (Mazer loan),
two shopping centers (Gateway loan), two office buildings and one
hotel (Delphine loan) located across Italy.  Blackstone is the
ultimate sponsor of all three borrowers.

KEY RATING DRIVERS

The final ratings are based on Fitch's assessment of the
underlying collateral, available credit enhancement and the
transaction's sound legal structure.

At closing, LTVs were between 57% and 62%, based on valuations
procured in December 2013 and February 2014.  Two loans (Gateway
and Mazer) benefit from scheduled amortization, whereas the third
loan (Delphine) is amortized through a partial cash sweep
mechanism.  Annual revaluations and robust debt service coverage
ratio (DSCR) cash trap covenants on two of the three loans
(Delphine will benefit from a partial sweep from closing) should
enable any performance deterioration to be detected well before
loan default.

Both the Delphine and Mazer loans show high tenant concentration.
The Delphine assets are let to three tenants (RCS Media Group --
50% of passing rent, Telecom Italia (BBB-/Negative) -- 36% and
NH Italia -- 14%) with 66% of the income expiring or breaking
prior to loan maturity, mostly due to standard Italian lease
structures that envisage a rather short term to the first break
option.  The re-letting risk of the Milan office properties is
partially mitigated by the prime location and high quality of the
assets. Fitch views the Telecom Italia Rome asset could be
exposed to long void periods, if vacated.

The three largest tenants of the Mazer assets contribute 79% of
the overall income (Ceva 56%, Whirlpool (BBB-/Positive) 13% and
Decathalon 10%).  In addition, a large proportion of contracted
income (40%) expires before loan maturity.  Re-letting risk is
partially mitigated by the favourable locations of the logistics
centers, but assets in Ternate and Suzzara particularly are
expected to be exposed to long void periods if no longer occupied
by the current tenant.

The Gateway assets benefit from high tenant diversity, but as is
typical for Italian retail, are characterized by short lease
terms.  The larger asset, Valecentre, benefits from a strong
standing in its market.  Increased competition in the assets
catchment area will put pressure on re-letting, but Valecentre is
expected to maintain robust occupancy and rental levels.  The
Airone property is a weaker prospect, but its proximity to the
town center in a fairly prosperous region should support
occupancy and performance.

While the borrower-level interest rate caps expire at the loan's
scheduled maturities, Euribor on the notes thereafter will be
capped at 7%, partially mitigating interest rate risk during the
tail period.  Property disposals are allowed to a premium above
their respective allocated loan amounts.  Since principal
available funds are applied to the notes sequentially, adverse
selection risk is largely mitigated by the pay-down rules.
Therefore, prepayment scenarios that would leave the worst
quality assets outstanding are deemed neutral for the senior
bondholders. In high pre-payment scenarios, excess spread is
sufficient to absorb attendant increases in the average weighted
margin on the notes.

Any excess spread (the difference between interest available
funds received under the loan and the sum of ordinary issuer
expenses and notes interest payments) would be allocated to the
holder of the unrated class X notes.  This instrument ranks
pari-passu with class A interest until the earlier of loan
default or maturity, when it would become subordinated to all
rated notes' payments.

The transaction features a seven-year tail period between loan
scheduled maturity (2019) and legal final maturity of the notes
(2026).  This length of time reduces the risk of an uncompleted
workout by bond maturity, particularly given the uncertainty over
mortgage enforcement timing in Italy.  While share pledges over
the holding companies located in Luxembourg may shorten the
recovery process and decrease costs, Fitch has nevertheless
assumed a conventional collateral enforcement in Italy mainly due
to lack of precedents.

KEY PROPERTY ASSUMPTIONS

'Bsf' weighted average LTV (by loan amount): 72.3%
'Bsf' weighted average capitalization rate (by net rent): 7.5%
'Bsf' weighted average structural vacancy (by net rent): 14.8%
'Bsf' weighted average rental value decline (by net rent): 2%

RATING SENSITIVITIES

Fitch tested the rating sensitivity of the class A to E notes to
various scenarios, including steeper rental value declines,
increasing capitalization rates and rising structural vacancy.
The expected impact on the notes' ratings is as follows:

Class A/B/C/D/E
Current rating: 'A+'/'Asf'/'A-sf'/'BBB-sf'/'BBsf'
Deterioration in all factors by 1.1x:
'A+sf'/'BBB+sf'/'BBBsf'/'BB-sf'/'Bsf'
Deterioration in all factors by 1.2x: 'A-
sf'/'BBBsf'/'BB+sf'/'CCCsf'/'CCCsf'


DEC0-2014 GONDOLA: DBRS Finalizes (P)BB Rating on Class E Notes
---------------------------------------------------------------
DBRS Inc. has finalized the provisional ratings on the following
classes of Commercial Mortgage-Backed Floating-Rate Notes Due
February 2026 (collectively, the Notes) issued by Deco 2014-
Gondola S.R.L.:

-- Class A at AA (sf)
-- Class B at AA (low) (sf)
-- Class C at A (sf)
-- Class D at BBB (low) (sf)
-- Class E at BB (high) (sf)

All trends are Stable.

The collateral consists of three floating-rate loans secured by
20 commercial properties, comprising a total loan balance of
EUR354,962,693.  The sponsor for all three loans is Blackstone
Real Estate Partners, whom DBRS considers to be a strong operator
of commercial real estate assets.  All of the real estate assets
in the pool are located in Italy, with the majority of these
being located in Northern Italy.

The largest loan in the pool, Delphine, has a cut-off loan
balance of EUR138,757,093.  This represents 39.1% of the total
pool.  The loan is secured by five properties, three of which are
adjacent to each other.  RCS Blocks 1, 2 and 3 comprise a 34,167
square metre office complex located in Milan city center.  The
properties are 100% occupied by RCS Media Group, which is a
Milan-based international multimedia publishing group.  Combined,
the RCS properties make up 54.6% of the loan's collateral value.
The other two properties securing the Delphine loan are a 30,737
square meter office building located outside of Rome, which is
100% let to Telecom Italia and a 246-room full-service hotel
located in Milan city center.  The Rome asset and the Milan asset
represent 27.3% and 18.1% of the loan's collateral value.

The next largest loan in the pool is Mazer.  The loan has a cut-
off balance of EUR134,550,000, which is 37.9% of the total pool
balance.  The loan is secured by 13 logistics properties located
across Northern Italy.  No single property represents more than
13.9% of the loan's collateral value.  Ceva Logistics, one of the
world's leading logistics companies, represents 51% of the
portfolio's passing rent.

The smallest loan in the pool, Gateway, has a cut-off loan
balance of EUR81,655,600 and represents 23.0% of the pool.  It is
secured by two retail shopping centers, Valecentre and Airone
Retail Gallery.  Valecentre is 49,559 square metres in size and
comprises a retail gallery, an office component and an
entertainment center.  The property is located in the city of
Marcon, which is just north of Venice.  The property represents
90.9% of the loan's total collateral value.  Airone Retail
Gallery makes up the remaining 9.1% of the loan's collateral
value.  Airone Retail Gallery is a 9,683 square meter retail
shopping center located in Monselice, which is southwest of
Venice.

The final legal maturity of the Notes is in February 2026, seven
years beyond the maturity of the loans.  If necessary this is
believed to be sufficient time, given the security structure and
jurisdiction of the underlying loans, to enforce on the loan
collateral and repay bondholders.



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


MALLINCKRODT INT'L: Moody's Rates New Sr. Secured Term Loan 'Ba2'
-----------------------------------------------------------------
Moody's Investors Service assigned a rating of Ba2 to the new
senior secured term loan of Mallinckrodt International Finance
S.A. and co-borrower Mallinckrodt CB LLC, both of which are
subsidiaries of Mallinckrodt plc (collectively "Mallinckrodt").
At the same time, Moody's affirmed Mallinckrodt's existing
ratings including the Ba3 Corporate Family Rating, Ba3-PD
Probability of Default Rating, Ba2 senior secured rating and B2
senior unsecured rating.

The new term loan, together with new equity, cash on hand, an
accounts receivable program and an anticipated unsecured bond
offering will fund Mallinckrodt's previously announced
acquisition of Questcor Pharmaceuticals, Inc. (unrated) for
approximately US$5.6 billion.

Rating assigned to Mallinckrodt International Finance S.A. (co-
borrower Mallinckrodt CB LLC):

Ba2 (LGD3) senior secured term loan B of $500 million

Ratings of Mallinckrodt International Finance S.A. affirmed:

Corporate Family Rating at Ba3

Probability of Default Rating at Ba3-PD

Senior secured term loan and revolver at Ba2 (LGD3)

Speculative Grade Liquidity Rating at SGL-1

Ratings of Mallinckrodt International Finance S.A. affirmed with
LGD change:

Senior unsecured notes at B2 (LGD6) from B2 (LGD5)

Ratings Rationale

Mallinckrodt's Ba3 Corporate Family Rating reflects its good
balance between two business segments (Specialty Pharmaceuticals
and Global Medical Imaging) but is constrained by its overall
modest scale and relatively high debt/EBITDA. Pro forma
debt/EBITDA prior to the acquisition was approximately 5.0 times
but should decline to below 4.5 times given Questcor's high
EBITDA, which exceeded US$400 million in 2013. The Questcor
acquisition increases Mallinckrodt's scale, but creates
significant concentration in Questcor's product, H.P. Acthar Gel
("Acthar"), an injectable product. Acthar will represent over 20%
of Mallinckrodt's revenue and approximately one-half of EBITDA.
While near term growth in Acthar should remain strong, the
product is not currently protected by any patents, and it is
difficult to predict the timing or impact of any generic risks.
In addition, as a low-volume, high-cost product, Acthar's
revenues could be sensitive to changes in reimbursement policies
of private or government payors. Other risks include reliance on
a sole supplier for finished product, an unresolved Department of
Justice investigation into Questcor's promotional practices for
Acthar, and recent attention around safety issues including
patient deaths.

Mallinckrodt will generate good free cash flow, creating the
potential for rapid deleveraging. Somewhat overshadowing the
deleveraging potential, however, is the potential for the
separation of the Global Medical Imaging business lines as well
as for acquisitions in a rapidly consolidating specialty
pharmaceutical industry.

The Ba2 rating on the term loan reflects guarantees from
substantial operating subsidiaries, and a security package
consisting of asset pledges of the co-borrowers and guarantor
subsidiaries, excluding certain principal property. The rating
assumes an upcoming senior unsecured note issuance of $900
million as outlined in Mallinckrodt's S-4 filing, although
Moody's has not yet assigned a rating to such an instrument.

The rating outlook is stable, reflecting Moody's expectation that
branded near-term growth in Acthar and Ofirmev will facilitate a
decline in debt/EBITDA to below 4.0 times. Sustaining good
organic growth, a successful launch of Xartemis XR, and
maintenance of debt/EBITDA below 3.0 times could result in a
ratings upgrade. Conversely, debt/EBITDA sustained above 4.0
times could result in a ratings downgrade. This scenario could
arise if Mallinckrodt makes acquisitions before deleveraging, if
it faces unexpected generic competition for key products,
regulatory compliance or reimbursement issues, product
withdrawals, or supply disruptions.

Luxembourg-based Mallinckrodt International Finance SA is a
subsidiary of Dublin, Ireland-based Mallinckrodt plc
(collectively "Mallinckrodt"). Mallinckrodt is a specialty
pharmaceutical and medical imaging company. Revenues for the 12
months ended March 28, 2014 were approximately US$2.2 billion.

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


RIOFORTE INVESTMENTS: Set to File for Creditor Protection
---------------------------------------------------------
Patricia Kowsmann at The Wall Street Journal reports that
Espirito Santo International SA's main unit, Rioforte
Investments, is preparing to file for creditor protection in
Luxembourg because of mounting pressure to repay debt with funds
it doesn't have.

According to Bloomberg, a person familiar with the situation said
that in the latest sign of stress, Rioforte is unlikely to repay
EUR897 million (US$1.22 billion) in debt held by Portuguese
telecom giant Portugal Telecom.  The deadline for the majority of
the debt was midnight of Tuesday, June 15.

The Journal relates that a person familiar with the situation
said on Tuesday that the filing for creditor protection should be
made in the next few days in Luxembourg, where Rioforte is based.
That will allow the unit to sell assets and take other steps to
raise funds without interference from creditors, the Journal
says.

It isn't clear what would happen to Rioforte's stake in Espirito
Santo Financial Group if it files for creditor protection, the
Journal notes.  Espirito Santo Financial is evaluating its own
exposure to woes at Espirito Santo International, the Journal
relays.  Its shares have been halted from trading in Lisbon since
Thursday, June 10, the Journal discloses.

Rioforte Investments is the holding company of the Espirito Santo
Group for its non-financial investments.  The company is present
in Portugal, Spain, Brazil, Paraguay, Angola and Mozambique,
among other countries, through various companies operating in
different economic sectors.



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


DALRADIAN EUROPEAN II: S&P Raises Rating on Class E Notes to CCC+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Dalradian European CLO II B.V.'s class A2, B, C, D, and E notes.
At the same time, S&P has withdrawn its 'AAA (sf)' rating on the
Rev Ln Fac.

The rating actions follow S&P's review of the transaction's
performance.  S&P conducted a credit and cash flow analysis and
has applied its relevant criteria.  In S&P's analysis, it used
data from the June 10, 2014 trustee report.

"We subjected the capital structure to a cash flow analysis to
determine the break-even default rate (BDR) for each rated class
of notes at each rating level.  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.  In our analysis, we used the reported portfolio
balance that we considered to be performing (EUR139,918,595), the
current and covenanted weighted-average spreads (3.87% and 2.70%,
respectively), and the weighted-average recovery rates calculated
in line with our 2009 corporate collateralized debt obligation
(CDO) criteria.  We applied various cash flow stress scenarios,
using standard default patterns, in conjunction with different
interest rate and currency stress scenarios," S&P said.

"Since our March 5, 2012 review, the aggregate collateral balance
has decreased by EUR174.25 million, to EUR139.92 million from
EUR314.17 million, mostly due to the full amortization of the
revolving loan facility and the class A1 notes, as well as the
partial amortization of the class A2 and E notes.  The
amortization of these notes has increased the available credit
enhancement for all classes of notes," S&P added.

S&P's review of the transaction highlights that the performing
pool's percentage of 'CCC' rated assets (debt obligations of
obligors rated 'CCC+', 'CCC', or 'CCC-') has fallen by EUR24.09
million and the percentage of defaulted assets has decreased to
2.39% from 5.51% of the portfolio since S&P's 2012 review.  In
addition, overcollateralization and the transaction's weighted-
average spread have all increased over the same period.

"We have observed that non-euro-denominated assets currently
comprise 25.49% of the total performing assets.  The transaction
has currency call options, which hedge any currency mismatches.
In our opinion, the documentation for the derivative counterparty
does not fully comply with our current counterparty criteria.
Therefore, in our cash flow analysis, for ratings above the long-
term issuer credit rating (ICR) plus one notch on each derivative
counterparty, we have considered scenarios where the counterparty
does not perform, and where, as a result, the transaction may be
exposed to greater currency risk," S&P added.

S&P's analysis indicates that the available credit enhancement
for the class A2, B, C, D, and E notes is commensurate with
higher ratings than previously assigned.  S&P has therefore
raised its ratings on these classes of notes.

S&P has withdrawn its 'AAA (sf)' rating on the Rev Ln Fac
(revolving loan facility) as it fully paid on the June 2014
payment date.

Dalradian European CLO II is a managed cash flow collateralized
loan obligation (CLO) transaction that securitizes loans to
primarily European speculative-grade corporate firms.  The
transaction closed in November 2006 and is managed by Elgin
Capital LLP.  The transaction's reinvestment period ended in
Nov. 2012.

RATINGS LIST

Class         Rating                  Rating
              To                      From

Dalradian European CLO II B.V.
EUR420.5 Million Floating-Rate Notes

Ratings Raised

A2            AAA (sf)            AA+ (sf)
B             AAA (sf)             A+ (sf)
C             A+ (sf)             BBB (sf)
D             B+ (sf)               B (sf)
E             CCC+ (sf)          CCC- (sf)

Rating Withdrawn

Rev Ln Fac    NR                  AAA (sf)

Rev Ln Fac-Revolving loan facility.
NR-Not rated.


E-MAC NL 2005-III: S&P Affirms 'CCC' Rating on Class E Notes
------------------------------------------------------------
Standard & Poor's Ratings Services raised to 'A+ (sf)' from 'A
(sf)' and removed from CreditWatch negative its credit ratings on
E-MAC NL 2005-III B.V.'s class A and B notes, and affirmed and
removed from CreditWatch negative its 'A (sf)' rating on the
class C notes.  At the same time, S&P has affirmed its 'BBB (sf)'
and 'CCC (sf)' ratings on the class D and E notes, respectively.

The rating actions reflect the application of S&P's current
counterparty criteria following the transaction's counterparty-
related remedy actions.

On Nov. 25, 2013, S&P placed on CreditWatch negative its ratings
on the class A, B, and C notes following the lowering of its
long- and short-term issuer credit ratings (ICR) on The Royal
Bank of Scotland PLC.  Previously, S&P's long-term ICR on RBS and
its subsidiaries, including RBS N.V., as the guaranteed
investment contract (GIC) provider constrained S&P's ratings on
the notes because the documentation was not in line with its
current counterparty criteria.

Bank Nederlandse Gemeenten N.V. has since replaced RBS as the
transaction's GIC account and liquidity facility provider.  ABN
AMRO Bank N.V. is now the transaction's collection foundation
account provider, while RBS remains the swap provider.  The swap
documentation now reflects S&P's current counterparty criteria.
However, under S&P's criteria the transaction's documented
collateral posting requirements limit its maximum potential
ratings in this transaction at 'A+ (sf)'.

Delinquency performance has been mixed since S&P's previous
review on July 31, 2013.  Since then, total arrears have
decreased to 1.36% from 1.77%, while 90+ days delinquencies have
increased to 0.95% from 0.86%.  Given the Dutch macroeconomic
indicators and our expectation that unemployment will increase
further in 2014, S&P has projected additional arrears of 0.82% in
the 90+ days delinquencies bucket in this transaction.

Ongoing house price declines led S&P to raise its weighted-
average loss severity assumptions for this transaction.
Generally, S&P's loan-to-value ratios for this transaction are
lower than for other comparable Dutch transactions.

WAFF And WALS Assumptions

Rating     WAFF (%)            WALS (%)              CC (%)

AAA           14.52               23.55                3.42
AA            11.83               20.30                2.40
A              8.98               16.11                1.45
BBB            5.74               13.68                0.79
B              4.36               10.14                0.44

WAFF-Weighted-average foreclosure frequency.
WALS-Weighted-average loss severity.
CC-Credit coverage.

The transaction's non-amortizing reserve fund remains fully
funded and provides 0.91% credit enhancement for the rated notes.
As the transaction's credit enhancement has not reached the
target amount, the transaction is amortizing sequentially.  This,
coupled with the non-amortizing reserve fund, led to credit
enhancement increases for all classes of notes compared with
S&P's previous review on July 31, 2013.

Although the transaction's arrears performance has been somewhat
mixed since S&P's previous review, following the amendments to
the transaction documents and the appointment of new transaction
participants, it has raised to 'A+ (sf)' from 'A (sf)' and
removed from CreditWatch negative its ratings on the class A and
B notes, and affirmed and removed from CreditWatch negative its
'A (sf)' rating on the class C notes.  At the same time, S&P has
affirmed its 'BBB (sf)'and 'CCC (sf)' ratings on the class D and
E notes, respectively.

E-MAC NL 2005-III securitizes a pool of Dutch residential
mortgage loans, which GMAC RFC Nederland B.V. originated and CMIS
Nederland B.V. services.

RATINGS LIST

E-MAC NL 2005-III B.V.
EUR894.5 mil mortgage-backed floating rate notes

                       Rating     Rating
Class   Identifier     To         From
A       XS0236785431   A+ (sf)    A (sf)/Watch Neg
B       XS0236785860   A+ (sf)    A (sf)/Watch Neg
C       XS0236786082   A (sf)     A (sf)/Watch Neg
D       XS0236786595   BBB (sf)   BBB (sf)
E       XS0236787056   CCC (sf)   CCC (sf)


E-MAC NL 2006-II: S&P Affirms 'CCC' Rating on Class E Notes
-----------------------------------------------------------
Standard & Poor's Ratings Services raised to 'A+ (sf)' from 'A
(sf)' and removed from CreditWatch negative its credit rating on
E-MAC NL 2006-II B.V.'s class A notes, and affirmed and removed
from CreditWatch negative its 'A (sf)' rating on the class B and
C notes.  At the same time, S&P has affirmed its 'BB (sf)' and
'CCC (sf)' ratings on the class D and E notes, respectively.

The rating actions reflect the application of S&P's current
counterparty criteria following the transaction's counterparty-
related remedy actions.

On Nov. 25, 2013, S&P placed on CreditWatch negative S&P's
ratings on the class A, B, and C notes following the lowering of
its long- and short-term issuer credit ratings (ICR) on The Royal
Bank of Scotland PLC.  Previously, S&P's long-term ICR on RBS and
its subsidiaries, including RBS N.V., as the guaranteed
investment contract (GIC) and liquidity facility provider
constrained S&P's ratings on the notes because the documentation
was not in line with its current counterparty criteria.

Bank Nederlandse Gemeenten N.V. has since replaced RBS as the
transaction's GIC account and liquidity facility provider.  ABN
AMRO Bank N.V. is now the transaction's collection foundation
account provider, while RBS remains the swap provider.  The swap
documentation now reflects S&P's current counterparty criteria.
However, under S&P's criteria, the transaction's documented
collateral posting requirements limit our maximum potential
ratings in this transaction at 'A+ (sf)'.

Total and 90+ days delinquency increased since S&P's previous
review on May, 30 2013.  Since then, total arrears have decreased
to 1.31% from 1.13%, while 90+ days delinquencies have increased
to 0.70% from 0.59%. Given the Dutch macroeconomic indicators and
our expectation that unemployment will increase further in 2014,
we have projected additional arrears of 0.73% in the 90+ days
delinquencies bucket in this transaction.

The house price declines in 2013 led S&P to raise its weighted-
average loss severity assumptions for this transaction.
Generally, S&P's loan-to-value ratios for this transaction are
lower than for other comparable Dutch transactions.

WAFF And WALS Assumptions

        WAFF (%)     WALS (%)    CC (%)

AAA        14.19        25.74      3.65
AA         11.03        22.44      2.48
A           7.81        18.14      1.42
BBB         5.12        15.54      0.80
BB          3.58        11.59      0.41

WAFF-Weighted-average foreclosure frequency.
WALS-Weighted-average loss severity.
CC-Credit coverage.

The transaction's reserve fund remains fully funded but may
amortize to 0.40% of the current note balance.  Furthermore, the
transaction is amortizing sequentially.  Although the
transaction's arrears performance has weakened since S&P's
previous review, following the amendments to the transaction
documents and the appointment of new transaction participants,
S&P has raised to 'A+ (sf)' from 'A (sf)' and removed from
CreditWatch negative S&P's rating on the class A notes, and
affirmed and removed from CreditWatch negative its 'A (sf)'
ratings on the class B and C notes.  At the same time, S&P has
affirmed its 'BB (sf)' and 'CCC (sf)' ratings on the class D and
E notes, respectively.

E-MAC NL 2006-II securitizes a pool of Dutch residential mortgage
loans, which GMAC RFC Nederland B.V. originated and CMIS
Nederland B.V. services.

RATINGS LIST

E-MAC NL 2006-II B.V.
EUR456.131 mil mortgage-backed floating-rate notes

                       Rating     Rating
Class   Identifier     To         From
A       XS0255992413   A+ (sf)    A (sf)/Watch Neg
B       XS0255993577   A (sf)     A (sf)/Watch Neg
C       XS0255995358   A (sf)     A (sf)/Watch Neg
D       XS0255996166   BB (sf)    BB (sf)
E       XS0256040162   CCC (sf)   CCC (sf)


EMF-NL PRIME 2008-A: S&P Cuts Ratings on 2 Note Classes to BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in EMF-NL Prime 2008-A B.V., EMF-NL 2008-1 B.V., and EMF-
NL 2008-2 B.V.

Specifically, S&P has:

   -- Lowered its ratings on EMF-NL Prime 2008-A's class A2 and
      A3 notes;

   -- Affirmed its ratings on EMF-NL Prime 2008-A's class B, C,
      and D notes;

   -- Lowered its ratings on EMF-NL 2008-1's class A2 and A3
      notes;

   -- Lowered its ratings on EMF-NL 2008-2's class A1, A2, and B
      notes; and

   -- Affirmed its ratings on EMF-NL 2008-2's class C and D
      notes.

These three EMF-NL transactions no longer have a liquidity
facilities, and the reserve funds provide the only source of
external liquidity support to the structures.  The reserve fund
in EMF-NL 2008-A has been fully depleted; in EMF-NL 2008-1 it is
EUR531,970 (at 50% of the target level); and in EMF-NL 2008-2 it
is EUR8.384 million (at 4.21% of the target level).  Given these
levels, as well as the increase in servicing fees, liquidity
support is limited, in S&P's view.

These three transactions have collection foundation accounts with
ABN Amro B.V. in the name of each of the respective sellers.  If
a seller were to become insolvent, there could be a delay in the
transfer of payments to the issuer already made by the borrower
to the collection foundation account, in S&P's opinion.  At the
time of the insolvency, the borrowers will be notified and
instructed to pay directly to an account in the issuer's name.
In S&P's opinion, this event could delay collections for that
particular interest payment date (IPD).  S&P has stressed this in
its cash flow analysis.  If there is either no reserve at all, or
a small one, this cash flow stress limits the ratings a note can
achieve due to potential shortfalls in the payment of timely
interest.

"In line with the approach we took in our previous review for
EMF-NL 2008-1 and EMF-NL 2008-2 regarding heavily delinquent
loans (arrears for more than six months) which had recently not
been paying full mortgage payments, we have not included these
loans in our credit and cash flow analysis," S&P said.

"We have analyzed the payment rate of loans that are more than
six months in arrears.  We concluded that the proportion of
borrowers who are more than six months in arrears and have not
fully paid their scheduled mortgage payments in their previous
three payments is 9.4% for EMF-NL Prime 2008-A, 6.1% for EMF-NL
2008-1, and 7.5% for EMF-NL 2008-2.  In our analysis, we
therefore excluded these loans from our analysis of the
collateral pool and assumed a 50% recovery to be realized after
18 months.  As most of the borrowers for these loans have not
been current or paying full mortgage payments for an extended
period of time, we believe they provide no immediate cash flow
credit to these transactions until recovery," S&P added.

"For the remaining performing collateral, we applied an
additional 5% decrease in house prices, while giving full credit
to the recent house price index (HPI) movement.  We expect
arrears to increase as we have adjusted our weighted-average
foreclosure frequency (WAFF) by projecting arrears based on the
historical performance of each transaction.  For each
transaction, we projected an additional 90+ days arrears for EMF-
NL Prime 2008-A, EMF-NL 2008-1, and EMF?NL 2008-2 are 2.00%,
1.97%, and 2.46%, respectively.  These projections are slightly
lower than in our previous review given that arrears levels have
generally stabilized in the last 18 months.  However, we are
still applying our projection of increasing unemployment and the
adverse effect this will have on borrowers," S&P noted.

Over the last 18 months Dutch house prices have declined,
although the most significant decreases occurred in 2013.  S&P's
calculations show that the weighted-average indexed loan-to-value
ratio for each of these performing pools has increased, and
subsequently S&P's weighted-average loss severity (WALS)
calculations have also increased.  The WAFFs for the performing
pools have decreased, predominately driven by a reduction in
S&P's arrears projections.  There are fewer arrears in the
performing pools and S&P has assumed a larger proportion of
nonperforming loans to be excluded from the collateral.

EMF-NL Prime 2008-A

Rating        WAFF     WALS        CC
level          (%)      (%)       (%)
AAA          28.45    48.53     11.29
AA           22.70    44.97      8.29
A            16.68    39.67      5.30
BBB          11.15    36.17      3.08
BB            8.33    30.17      1.84

EMF-NL 2008-1

Rating        WAFF     WALS        CC
level           (%)     (%)       (%)
AAA          47.36    53.05     25.12
AA           39.12    49.83     19.49
A            29.02    45.05     13.07
BBB          18.88    41.93      7.92
BB           13.95    36.58      5.10

EMF-NL 2008-2

Rating        WAFF     WALS        CC
level           (%)     (%)       (%)
AAA          44.95    49.91     22.43
AA           37.69    46.47     17.51
A            29.21    41.36     12.08
BBB          19.72    38.04      7.50
BB           15.61    32.38      5.05

WAFF-Weighted-average foreclosure frequency.
WALS-Weighted-average loss severity.
CC-Credit coverage.

In May 2013, Adaxio B.V. replaced ELQ Hypotheken as administrator
and special servicer for these transactions.  Based on observed
increased costs and S&P's discussions with Adaxio, the servicing
fees are no longer VAT exempt due to this transfer, as a court
ruling in 2013 removed the VAT exemption for servicers who did
not originate the underlying assets.  Therefore, S&P assumed
servicing fees have increased for these transactions.  As part of
S&P's cash flow analysis, it has also assumed that each
transaction will experience asset spread compression due to
higher interest rate assets defaulting first.  These factors,
coupled with S&P's undercollateralized pool assumptions, mean
that the available revenue may be insufficient to ensure timely
payment of interest.

EMF-NL Prime 2008-A

The assets in this transaction pay either a fixed rate of
interest (41% of the pool) or a floating rate of interest (59%),
and the interest rate swap provided by Credit Suisse
International mitigates the interest rate risk.  The overall
weighted-average margins on these assets (including the swap) is
approximately 2.0%, which is significantly less than for the EMF-
NL 2008-1 and EMF-NL 2008-2 transactions.  This has contributed
to interest shortfalls in S&P's cash flow analysis.

The main stress on this transaction is that it no longer has any
external liquidity support following the full depletion of the
reserve fund in October 2013.  If the seller were to become
insolvent, there is a high likelihood that there would be
interest shortfalls, in S&P's opinion.  Cumulative losses have
increased to 4.1% of the original asset balance from 1.9% since
S&P's previous review in October 2012.  These losses have led to
reserve fund drawings, as well as an outstanding balance against
the class D notes' principal deficiency ledger (PDL) of EUR1.3
million, as of the April 2014 IPD.

Due to the increased WALS, the depleted reserve fund, and
increased servicing costs, S&P has lowered to 'BB- (sf)' from
'BB (sf)' its ratings on the class A2 and A3 notes.  S&P has
affirmed its ratings on the class B, C, and D notes because it
considers that these classes of notes, particularly the class D
notes, are still at risk of interest rate shortfalls.

EMF-NL 2008-1

The majority (99.5% of the pool) of the loans backing this
transaction are floating-rate loans, and there is a basis swap
with Credit Suisse International to mitigate this risk.

Cumulative losses have increased to 3.91% from 2.51% since S&P's
previous review, resulting in drawings on the reserve fund.  It
is currently at 50% of its target level, and was drawn
significantly to cover losses on the October 2013 and January
2014 IPDs.  It was topped up only slightly (EUR3,545) on the
April 2014 IPD.  The class A2 and A3 notes do not pass the
stresses S&P applies at their current rating levels.  The most
stressful scenarios are the low prepayment and low interest rate
scenarios.

Based on S&P's cash flow analysis and the liquidity stresses that
it applies, S&P has lowered to 'BBB- (sf)' from 'A- (sf)' and
'BBB+ (sf)' its ratings on the class A2 and A3 notes,
respectively.  As with all these transactions, the lack of
external liquidity support is causing interest shortfalls for the
stresses S&P applies in its cash flow analysis.

EMF-NL EMF 2008-2

The assets pay both a floating rate of interest (81% of the pool)
and a fixed rate of interest (19%).  Credit Suisse International
provides an interest rate swap to mitigate the interest rate risk
in the transaction.

The reserve fund's target level equals the opening note balance
of the class A to D notes on each IPD, on and after the put
option date in January 2014.  Therefore, the current target level
is EUR199.0 million and the current reserve of EUR8.4 million is
equal to 4.2% of the reserve target level.

There are a higher number of loans in arrears for more than 90
days in this transaction than in the other two.  S&P addressed
this in its nonperforming loan analysis, as well as with its WAFF
at each rating level for the performing pool.  Due to the
increased credit numbers and assumed servicing fees, S&P has
lowered to 'BBB (sf)' from 'BBB+ (sf)' its rating on the class A1
notes, to 'BB+ (sf)' from 'BBB- (sf)' its rating on the class A2
notes, and to 'B+ (sf)' from 'BB- (sf)' its rating on the class B
notes.

The class C and D notes remain at risk to interest shortfalls,
with the class D notes more at risk in the short term given their
position relative to the class C notes in the revenue priority of
payments.  S&P has therefore affirmed its 'B- (sf)' and 'CCC
(sf)' ratings on the class C and D notes, respectively.

EMF-NL Prime 2008-A, EMF-NL 2008-1, and EMF-NL 2008-2 are backed
by pools of Dutch residential mortgages originated by ELQ
Hypotheken N.V.  The mortgages in the EMF-NL 2008-1 and EMF-NL
2008-2 transactions are with nonconforming borrowers.

RATINGS LIST

Class    Rating         Rating
         To             From

EMF-NL Prime 2008-A B.V.

EUR200 Million Mortgage-Backed Floating-Rate Notes

Ratings Lowered

A2       BB- (sf)       BB (sf)
A3       BB- (sf)       BB (sf)

Ratings Affirmed

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

EMF-NL 2008-1 B.V.
EUR265.01 Million Mortgage-Backed Floating-Rate Notes

Ratings Lowered

A2       BBB- (sf)      A- (sf)
A3       BBB- (sf)      BBB+ (sf)

EMF-NL 2008-2 B.V.
EUR285.1 Million Mortgage-Backed Floating-Rate Notes

Ratings Lowered

A1       BBB (sf)       BBB+ (sf)
A2       BB+ (sf)       BBB- (sf)
B        B+ (sf)        BB- (sf)

Ratings Affirmed

C        B- (sf)
D        CCC (sf)


EUROSAIL-NL 2007-1: S&P Lowers Rating on Class D Notes to 'BB-'
---------------------------------------------------------------
Standard & Poor's Ratings Services took various credit rating
actions in Eurosail-NL 2007-1 B.V. and Eurosail-NL 2007-2 B.V.

Specifically, S&P has:

   -- Raised its rating on the class A notes in Eurosail-NL
      2007-1 and Eurosail-NL 2007-2;

   -- Lowered its ratings on Eurosail-NL 2007-1's class C and D
      notes;

   -- Lowered its ratings on Eurosail-NL 2007-2's class M, B, and
      C notes;

   -- Affirmed its ratings on Eurosail-NL 2007-1's class B and E1
      notes; and

   -- Affirmed its rating on Eurosail-NL 2007-2's class D1 notes.

In line with the approach S&P took in its previous review
regarding heavily delinquent loans (in arrears for more than six
months), which had recently not been fully paying interest, S&P
has not included these loans in its credit and cash flow
analysis.

Approximately 8.2% and 9.3% of borrowers who are more than six
months in arrears have not paid their full scheduled mortgage
payments for the previous three payments in Eurosail-NL 2007-1
and Eurosail-NL 2007-2, respectively.  Therefore, in S&P's
analysis, it excluded these loans from its collateral pool and
assumed a 50% recovery, to be realized after 18 months.  As the
majority of the borrowers for these loans have not been current
or paying for an extended period of time, S&P believes they
provide no immediate cash flow credit to these transactions until
recovery.

"For the remaining performing collateral, we applied an
additional 5% decrease in house prices, while giving full credit
to the recent house price index (HPI) movement.  As we expect
arrears to increase, we have adjusted our weighted-average
foreclosure frequency (WAFF) by projecting arrears based on the
historical performance of each transaction.  For each
transaction, we projected additional 90+ days arrears.  These
projections are 2.97% and 3.39% for Eurosail-NL 2007-1 and
Eurosail-NL 2007-2, respectively.  These projections are slightly
lower than at our previous review, given arrears levels have
generally stabilized over the last 18 months.  However, we are
still increasing our projection of unemployment and the adverse
effect this will have on borrowers." S&P said.

Over the last 18 months, Dutch house prices have declined,
although the most significant decreases occurred in 2013.  S&P's
calculations show that the weighted-average indexed loan-to-value
ratio for both performing pools has increased, and subsequently
our weighted-average loss severity (WALS) calculations for these
pools have increased.  The WAFFs for the performing pool have
decreased, predominately driven by a reduction in our arrears
projections.  There are fewer arrears in the performing pools,
and S&P has assumed a larger proportion of nonperforming loans to
be excluded from the collateral.  Based on S&P's analysis, the
WAFFs have decreased and the WALS have increased at each rating
level since its previous review.

EUROSAIL-NL 2007-1

Rating        WAFF     WALS        CC
level          (%)      (%)       (%)
AAA          35.71    39.94     14.26
AA           29.46    36.07     10.63
A            22.38    30.60      6.85
BBB          15.14    27.19      4.12
BB           11.89    21.65      2.57

EUROSAIL-NL 2007-2

Rating        WAFF     WALS        CC
level           (%)     (%)       (%)
AAA          45.38    43.86     19.90
AA           37.98    40.15     15.25
A            28.99    34.73     10.07
BBB          19.63    31.25      6.13
BB           15.34    25.51      3.91

WAFF-Weighted-average foreclosure frequency.
WALS-Weighted-average loss severity.
CC-Credit coverage.

As the loans backing these transactions are nonconforming,
borrowers pay a floating rate of interest (100% for Eurosail-NL
2007-1 and approximately 99% for Eurosail-NL 2007-2), and the
rate is typically higher than for standard prime loans.

Cumulative losses continue to increase for both transactions,
being more significant in Eurosail-NL 2007-2.  This has led to
low or no excess spread in the last 18 months.  In Jan. 2014, the
reserve fund was drawn, but was topped back up to the target
level on the following interest payment date in April 2014.  For
Eurosail 2007-2, the reserve fund has been drawn in each of the
last four quarters and is currently at 75% of its target level.
The current weighted-average cost of funds is lower in Eurosail-
NL 2007-1 and the asset margins are also higher than in Eurosail-
NL 2007-2.  This has contributed to the reserve fund draws in
Eurosail-NL 2007-2, and this transaction has also experienced
higher losses than those for Eurosail-NL 2007-1.

In May 2013, Adaxio B.V. replaced ELQ Hypotheken as administrator
and special servicer for these transactions.  Based on observed
increased costs and S&P's discussions with Adaxio, the servicing
fees are no longer VAT exempt due to this transfer, as a court
ruling in 2013 removed the VAT exemption for servicers who did
not originate the underlying assets.  Therefore, S&P assumed
servicing fees have increased for both transactions.  As part of
S&P's standard cash flow analysis, it has also assumed that each
transaction will experience asset spread compression due to
higher interest rate assets defaulting first.  These factors,
coupled with S&P's undercollateralized pool assumptions, mean
that the available revenue may be insufficient to ensure timely
payment of interest.

For both transactions, available credit enhancement level has
increased for the class A notes since S&P's previous review.
However, it has only increased slightly due to the low prepayment
and interest-only cash flow characteristics of the assets.  As a
result of this increase, coupled with the decrease in overall
credit coverage levels and stabilized arrears, S&P has raised to
'A (sf)' from 'A- (sf)' its ratings on the class A notes in both
transactions.

Due to the increased servicing fees, as well as the reduced
reserve fund in both transactions, S&P has lowered to 'BBB+ (sf)'
from 'A- (sf)' and to 'BB- (sf)' from 'BB (sf)' its ratings on
Eurosail-NL 2007-1's class C and D notes, respectively.  S&P has
also lowered to 'BBB+ (sf)' from 'A- (sf)' its rating on
Eurosail-NL 2007-2's class M notes, to 'BB- (sf)' from 'BB (sf)'
its rating on the class B notes, and to 'B+ (sf)' from 'BB- (sf)'
S&P's rating on the class C notes.

"Based on our cash flow analysis, we consider it likely that
Eurosail-NL 2007-1's class E1 notes will experience an interest
shortfall within the next 18 months.  There is a high likelihood
that Eurosail-NL 2007-2's class D1 notes will also experience an
interest shortfall in the future.  However, we do not expect this
within 18 months.  Comparing the two notes, Eurosail 2007-2's
class D1 notes benefit from higher credit enhancement and more
external liquidity support than Eurosail-NL 2007-1's class E1
notes.  Therefore, we have affirmed our 'B- (sf)' rating on
Eurosail 2007-2's class D1 notes and affirmed our 'CCC (sf)'
rating on Eurosail-NL 2007-1's class E1 notes.  Furthermore, the
current credit enhancement for Eurosail 2007-1's class B is
sufficient for us to affirm our 'A- (sf)' rating on this class of
notes," S&P said.

Eurosail-NL 2007-1 and Eurosail-NL 2007-2 are backed by pools of
Dutch nonconforming residential mortgages originated by ELQ
Hypotheken N.V.

RATINGS LIST

Class    Rating         Rating
         To             From

Eurosail-NL 2007-1 B.V.
EUR361.2 Million Mortgage-Backed Floating-Rate Notes and
an Overissuance of Excess Spread-Backed Floating-Rate Notes

Rating Raised

A        A (sf)         A- (sf)

Ratings Affirmed

B        A- (sf)
E1       CCC (sf)

Ratings Lowered

C        BBB+ (sf)      A- (sf)
D        BB- (sf)       BB (sf)

Eurosail-NL 2007-2 B.V.
EUR353.675 Million Mortgage-Backed Floating-Rate Notes
Including an Overissuance of EUR3.675 Million Excess Spread-
Backed Floating-Rate Notes

Rating Raised

A        A (sf)         A- (sf)

Rating Affirmed

D1       B- (sf)

Ratings Lowered

M        BBB+ (sf)      A- (sf)
B        BB- (sf)       BB (sf)
C        B+ (sf)        BB- (sf)


GREENKO DUTCH: Fitch Rates Proposed USD Senior Notes 'B(EXP)'
-------------------------------------------------------------
Fitch Ratings has assigned Greenko Dutch B.V.'s (GBV) proposed US
dollar senior notes an expected rating of 'B(EXP)'. The notes are
guaranteed by Greenko Group PLC (Greenko).

GBV is a subsidiary of Greenko, which is involved in hydro and
wind power generation in India. Greenko plans to use the proceeds
from the proposed notes to refinance existing debt at operating
entities within a restricted group of companies that is defined
in the indenture to the proposed note issue. The operating
entities plan to issue Indian rupee-denominated bonds to GBV as
part of the debt refinancing.

KEY RATING DRIVERS

Ratings Linked to Restricted Group Assets: Fitch's rating on the
proposed notes reflects the credit strengths and weaknesses of
the debt structure and assets of the restricted group of
companies. The restricted group is constrained by covenants to
limit its cash outflows and any additional debt incurrence that
would benefit the senior note holders at GBV. The proposed notes
will benefit from a first charge via the rupee-denominated bonds
on all assets (excluding accounts receivables) and cash flows of
the operating entities in the restricted group. The rating on the
notes also reflect the absence of other prior ranking debt in the
restricted group, aside from a stand-by working capital debt
facility of USD30 million secured exclusively against accounts
receivables.

Diversified Operations: The assets of the restricted group are
diversified across various hydro and wind assets. The assets are
also geographically diversified within India. Greenko is one of
the country's largest clean energy producers. The company expects
the capacity of the restricted group of companies to increase
from 165MW at end-2013 to 619MW by end-July 2014, comprising
235MW of hydro power (including 70MW from Lanco Budhil Hydro,
which was acquired in June 2014) and 384MW of wind power.

Reasonable Revenue Visibility: The issue rating benefits from the
long-term power purchase agreements (PPAs) for all its wind and
most of its hydro assets. Although the long-term PPAs provide
protection from price risk, the restricted group of companies is
exposed to volume risk because production depends on wind and
hydro patterns. In addition, although the company has conducted
detailed wind studies for its assets, the wind power plants have
a limited power generation history, with the majority of the
restricted group's wind assets having been commissioned in the
last 12 months.,

Weak Customer Profiles: The weak credit profile of the restricted
group's customers is a rating constraint. State-owned utilities
in Himachal Pradesh and Andhra Pradesh have weak credit profiles,
while those in Karnataka and Maharashtra are relatively stronger.
Greenko to some extent benefits from its diversified customer
base where no single customer accounts for more than 20% of its
capacity. Greenko has also demonstrated it can terminate PPAs in
the event of delay in payments, which may give it the ability to
switch customers.

High But Improving Leverage: The restricted group had gross
leverage (Total adjusted debt/ operating EBITDA) of over 10x in
the financial year ended 31 March 2014 (FY14) because of
Greenko's rapid growth. However, Fitch expects the financial
profile to improve, supported by improved earnings with most of
the restricted group's wind assets becoming operational in FY14
and 1HFY15. The agency expects gross leverage to improve to
around 5x by FY16, supported by increased EBITDA as assets coming
on-line. The restricted group's cash flow from operations is
expected to strengthen, although free cash flows are likely to
remain negative in the medium term given its capex plan. The
company's capex is fully funded up to FY15, while it plans to
finance capex beyond that only by cash accruals within the
restricted group - these assets too will be part of the
restricted group. However, the company has flexibility to defer
the capex.

Refinancing and Forex Risks: The resultant debt structure and
accumulation of little cash at the restricted group after funding
growth exposes the US dollar notes to refinancing risks. However,
the restricted group has flexibility in the capex given its
granular nature and the wind assets will be more mature by the
time of the proposed US dollar notes mature. GBV faces forex
risks because most of the restricted group's earnings are in
rupees but the proposed notes are denominated in US dollars. GBV
plans to mitigate the risk by fully hedging the interest payments
and hedging at least half of the principal outstanding.

Greenko Guarantee: The guarantee allows Greenko to extend support
to the unrestricted group in the event of a stress. However,
Fitch expects the credit profile of unrestricted group to be
weaker that of the restricted group; hence, the expected rating
on the US dollar notes is not enhanced by this guarantee.

Rating Sensitivities

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

-- Greater share of revenue from stabilized assets (at least 60%
    assets that have been in operation for at least two years)
    and

-- The restricted group of companies sustaining EBITDA interest
    cover of over 2.5x and total adj debt/ operating EBITDA of 4x
    or below

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

-- Weak operations resulting in the restricted group sustaining
    total adj debt/ operating EBITDA of 5x or above and EBITDA
    interest cover of below 1.5x on a sustained basis.

-- Sustained negative free cash flow at the restricted group


HALCYON STRUCTURED: S&P Raises Rating on Class D Notes to 'BB+'
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
Halcyon Structured Asset Management European CLO 2006-II B.V.'s
class A to D notes.  At the same time, S&P has affirmed its 'B+
(sf)' rating on the class E notes.

The rating actions follow S&P's credit and cash flow analysis of
the transaction using data from the trustee report dated
April 25, 2014, and the application of S&P's supplemental tests
and its relevant criteria.  During the review process, an updated
report dated May 2014 was published.  S&P has compared the two
reports and concluded that the updated report does not affect
rating actions.

"We conducted our cash flow analysis to determine the break-even
default rate (BDR) for each class of notes at each rating level.
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
calculated in accordance with our 2009 criteria for corporate
collateralized debt obligations.  We applied various cash flow
stress scenarios using our standard default patterns 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 noted.

"We also tested the sensitivity of all classes of notes by
applying high and low correlation and lower recovery sensitivity
tests at each rating level.  For the class A and B notes, we also
tested cash flows at the 'AAA' and 'AA' rating levels by giving
no credit to the non-compliant option counterparty, and at the
'AAA' rating level by giving no credit to any exposure above 10%
from lower-rated sovereigns (Italy and Spain," S&P added.

At closing, Halcyon issued floating-rate notes, the proceeds of
which, after paying transaction fees and expenses, were invested
in a portfolio of predominantly senior secured-leveraged loans.
Since S&P's previous review on May2, 2012, the transaction has
benefited from various developments.  These include the further
amortization of the class A notes after the end of the
reinvestment period in January 2013, a higher weighted-average
spread earned on the portfolio, a higher headroom (the difference
between assets and liabilities) for non-euro-denominated assets
and liabilities, a fall in scenario default rates (SDRs) due to
the shorter time to maturity, the better credit quality of the
pool, the par coverage tests forall classes of notes being above
the required thresholds, and the higher credit enhancement for
all classes of notes.

The proportion of assets rated in the CCC category ('CCC+',
'CCC', or 'CCC-') has decreased to 6.11% from 9.31% since S&P's
previous review.  However, defaulted assets (those rated 'CC',
'SD' [selective default], and 'D') have increased to 2.59% from
zero defaults at S&P's previous review.

Halcyon's pool is well diversified, in S&P's view.  Assets from
sovereigns with a rating of 'BBB+' and below account for more
than 17% of the pool.  The par coverage tests are passing at all
rating levels for all classes of notes, while the class D and E
notes were failing the coverage tests in S&P's previous review.
The decrease in concentration of 'CCC' rated assets in the pool,
combined with the lower weighted-average life, has led to a
reduction in SDRs for all rating categories.  The SDR is the
minimum level of portfolio defaults that S&P expects each tranche
to be able to support the specific rating level using CDO
Evaluator.

Under the transaction documents, up to 30% of the collateral pool
can comprise non-euro-denominated obligations.  The class A-1R
British pound sterling advances are used to fund sterling-
denominated assets purchased by the issuer.  At closing, the
issuer also purchased a currency option provided by BNP Paribas
(A+/Negative/A-1) to hedge the currency risk.  The documented
downgrade provisions with this counterparty do not comply with
S&P's current counterparty criteria.  S&P has therefore given no
credit to this option in its cash flow analysis for the class A
and B notes when considering rating levels one notch above S&P's
ratings on the counterparty.

S&P applied its supplemental obligor and industry tests, which
address event and model risk.  These tests assess whether a CDO
tranche has sufficient credit enhancement to withstand the
default of a certain number of the largest obligors at different
liability rating levels.

Based on the above observations and the results of S&P's cash
flow analysis, it considers the available credit enhancement for
the class A-1, A-1D, A-1R, B, C, and D notes to be commensurate
with higher ratings than previously assigned.  S&P has therefore
raised its ratings on these classes of notes.

S&P's supplemental tests for the E notes (the most junior class
of notes in the rated capital structure) cap the rating at 'B+
(sf)'. Therefore, S&P has affirmed its 'B+ (sf)' rating on the
class E notes.

Halcyon Structured Asset Management European CLO 2006-II is a
cash flow collateralized loan obligation transaction that
securitizes loans granted to primarily speculative-grade
corporate firms.  It is a bankruptcy-remote private company with
limited liability incorporated under the laws of the Netherlands.
Its only purposes are to acquire the portfolio, issue the notes,
and engage in certain related activities.  The transaction closed
in January 2007 and is currently in its amortization phase.  The
collateral manager is Halcyon Loan Investors LP.

RATINGS LIST

Halcyon Structured Asset Management European CLO 2006-II B.V.
EUR407.8-mil secured floating-rate notes

                               Rating          Rating
Class        Identifier        To              From
A-1          40536QAA9         AA+ (sf)        AA (sf)
A-1D         40536QAB7         AA+ (sf)        AA (sf)
A-1R         40536QAC5         AA+ (sf)        AA (sf)
B            40536QAD3         AA (sf)         AA- (sf)
C            40536QAE1         A (sf)          BBB+ (sf)
D            40536QAF8         BB+ (sf)        BB (sf)
E            40536QAG6         B+ (sf)         B+ (sf)


LEVERAGED FINANCE: Moody's Affirms 'Caa3' Ratings on 2 Notes
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the
following notes issued by Leveraged Finance Europe Capital III
B.V.:

   EUR11.7M C Notes, Upgraded to Aa3 (sf); previously on Nov 28,
   2013 Confirmed at Baa1 (sf)

Moody's has affirmed the ratings on the following notes:

   EUR26.25M B Notes, Affirmed Aaa (sf); previously on Nov 28,
   2013 Upgraded to Aaa (sf)

   EUR19.8M D Notes, Affirmed Caa2 (sf); previously on Nov 28,
   2013 Affirmed Caa2 (sf)

   EUR7.35M E Notes, Affirmed Caa3 (sf); previously on Nov 28,
   2013 Affirmed Caa3 (sf)

   EUR6M R Notes, Affirmed Caa3 (sf); previously on Nov 28, 2013
   Affirmed Caa3 (sf)

   EUR15M S Notes, Affirmed Aa1 (sf); previously on Nov 28, 2013
   Affirmed Aa1 (sf)

Leveraged Finance Europe Capital III B.V., issued in August 2004,
is a collateralized loan obligation (CLO) backed by a portfolio
of mostly high-yield senior secured European loans. The portfolio
is managed by BNP Paribas Asset Management. The transaction's
reinvestment period ended in October 2009.

Ratings Rationale

According to Moody's, the rating actions taken on the notes
result primarily from an improvement in the overcollateralization
ratios of the rated notes pursuant to the amortization of the
portfolio. The Class A notes were fully repaid on the latest
payment date in April 2014. The Class B notes have also amortized
by approximately EUR 3.8m (or 14.6%) on the latest payment date
in April 2014.

As a result of this deleveraging, the overcollateralization
ratios (or "OC ratios") of the senior classes have increased
since the rating action in Nov. 2013. As of the latest trustee
report dated June 2014, the Class A/B, Class C, Class D and Class
E OC ratios are reported at 241.4%, 158.6%, 100.4% and 96.0%,
respectively, versus last rating action levels in November 2013
based October 2013 trustee figures of 147.2%, 124.7%, 99.0% and
96.5%respectively. The Class D and E OC test are still not in
compliance.

The ratings of the Combination Notes address the repayment of the
Rated Balance on or before the legal final maturity. For Class R,
the 'Rated Balance' is equal at any time to the principal amount
of the Combination Note on the Issue Date increased by a Rated
Coupon of 1% per annum respectively, accrued on the Rated Balance
on the preceding payment date minus the aggregate of all payments
made from the Issue Date to such date, either through interest or
principal payments. For Class S, the 'Rated Balance' is equal at
any time to the principal amount of the Combination Note on the
Issue Date minus the aggregate of all payments made from the
Issue Date to such date, either through interest or principal
payments. The Rated Balance may not necessarily correspond to the
outstanding notional amount reported by the trustee.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers. In its base
case, Moody's analyzed the underlying collateral pool as having a
performing par EUR46.9 million, principal proceeds balance of
EUR5.9 million, defaulted par of EUR18.0 million, a weighted
average default probability of 24.0% (consistent with a 10 year
WARF of 4981.6), a weighted average recovery rate upon default of
49.6% for a Aaa liability target rating, a diversity score of
11.93 and a weighted average spread of 2.6%.

In its base case, Moody's addresses the exposure to obligors
domiciled in countries with local currency country risk bond
ceilings (LCCs) of A1 or lower. Given that the portfolio has
exposures to 20.9% of obligors in Spain, whose LCC is A1, Moody's
ran the model with different par amounts depending on the target
rating of each class of notes, in accordance with Section 4.2.11
and Appendix 14 of the methodology. The portfolio haircuts are a
function of the exposure to peripheral countries and the target
ratings of the rated notes, and amount to 4.32% for the Class B
notes and 2.68% for the Class C notes

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on
future defaults is based primarily on the seniority of the assets
in the collateral pool. For a Aaa liability target rating,
Moody's assumed a recovery of 50% of the 98.9% of the portfolio
exposed to first-lien senior secured corporate assets upon
default and of 15% of the remaining non-first-lien loan corporate
assets upon default. In each case, historical and market
performance and a collateral manager's latitude to trade
collateral are also relevant factors. Moody's incorporates these
default and recovery characteristics of the collateral pool into
its cash flow model analysis, subjecting them to stresses as a
function of the target rating of each CLO liability it is
analyzing.

Methodology Underlying the Rating Action:

The principal methodology used in this rating was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
February 2014.

Factors that would lead to an upgrade or downgrade of the rating:

In addition to the base-case analysis, Moody's conducted
sensitivity analyses on the key parameters for the rated notes,
for which it assumed lower credit quality in the portfolio to
address refinancing risk. Loans to European corporates rated B3
or lower and maturing between 2014 and 2015 make up approximately
36% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 5367
by forcing ratings on 25% of the refinancing exposures to Ca; the
model generated outputs that were within one notch of the base-
case results.

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the
note, in light of 1) uncertainty about credit conditions in the
general economy especially as 20.9% of the portfolio is exposed
to obligors located in Spain and 2) the large concentration of
lowly-rated debt maturing between 2014 and 2015, which may create
challenges for issuers to refinance. CLO notes' performance may
also be impacted either positively or negatively by 1) the
manager's investment strategy and behavior and 2) divergence in
the legal interpretation of CDO documentation by different
transactional parties because of embedded ambiguities.

Additional uncertainty about performance is due to the following:

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

2) Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. Moody's tested for a possible
extension of the actual weighted average life in its analysis.
The effect on the ratings of extending the portfolio's weighted
average life can be positive or negative depending on the notes'
seniority.

3) Around 69% of the collateral pool consists of debt obligations
whose credit quality Moody's has assessed by using credit
estimates.

4) Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's over-
collateralization levels. Further, the timing of recoveries and
the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Moody's
analyzed defaulted recoveries assuming the lower of the market
price or the recovery rate to account for potential volatility in
market prices. Recoveries higher than Moody's expectations would
have a positive impact on the notes' ratings.

5) Long-dated assets: The presence of assets that mature beyond
the CLO's legal maturity date exposes the deal to liquidation
risk on those assets. Moody's assumes that, at transaction
maturity, the liquidation value of such an asset will depend on
the nature of the asset as well as the extent to which the
asset's maturity lags that of the liabilities. Liquidation values
higher than Moody's expectations would have a positive impact on
the notes' ratings.

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



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


ESPIRITO SANTO: DBRS Lowers Sr. Long-Term Debt Rating to 'CC'
-------------------------------------------------------------
DBRS, Inc. has downgraded its ratings of Espirito Santo Financial
Group, S.A. (ESFG or the Group), including the Group's Senior
Long-Term Debt rating to CC from B and Dated Subordinated Debt
rating to CC (low) from B (low).  The Group's Short-Term
Instruments rating is unchanged at R-5.  All ratings remain Under
Review with Negative Implications, where they were placed on
July 11, 2014.

In lowering ESFG's ratings to CC, DBRS highlights its significant
concerns regarding the rapid deterioration in the Group's
liquidity position that has led it to sell some of its stake in
Banco Espirito Santo, S.A.(BES) in order to meet a margin call.
DBRS also has concerns that if entities within the Espirito Santo
Group (ES Group) continue to face financial difficulties, this
could impact the repayment of these entities' obligations to
various lenders, including subsidiaries of ESFG.  Given the
short-term nature of certain lending activities by ESFG
subsidiaries and the related short-term funding, DBRS is
cognizant of the elevated risk of default on these liabilities
with ESFG's weakened liquidity position.  Furthermore, the lack
of transparency into the restructuring plan of ES Group, as well
as the extent of financial difficulties in ES Group entities,
contributes to a high level of uncertainty, pressuring ESFG's
access to the wholesale markets and making future debt issuance
challenging.

ESFG recently sold 4.99% of its stake in BES, leaving its
interest in the bank at 20.1%.  In May 2014, the Group issued EUR
200 million exchangeable bonds which require ESFG to maintain a
minimum stake of 20% in BES, otherwise be subject to full
redemption of the bonds at par.  These bonds are convertible into
BES shares at any time.  Following this sale, DBRS views ESFG as
having more limited access to additional liquid resources that
could be utilized or sold to meet upcoming obligations.

Additionally, ESFG acts as a guarantor of the notes issued by
Espirito Santo Financiere S.A. (ESFIL) under its Euro-Commercial
Paper Programme and Euro Medium Term Note Programme.  ESFIL has
often lent to affiliated undertakings including Espirito Santo
International (ESI) and other entities within the ES Group.
While ESFIL audited 2013 financial statements have not been made
public yet, DBRS is aware of the shorter-duration funding
utilized within ESFIL that could be difficult to roll or repay at
maturity given the vulnerable financial position of ES Group.  If
this were the case, it could trigger the guarantee with ESFG and
potentially require a sizable amount of liquidity to support
ESFIL.

DBRS remains concerned about the high level of uncertainty around
the extent of intercompany exposures and linkages to other ES
Group entities, directly or indirectly.  DBRS views ESFG as being
highly vulnerable to the deteriorating financial position of ES
Group entities.  The market has elevated concerns regarding ES
Group entities and the pace of events continues to move very
quickly.  DBRS views ESFG's access to the wholesale markets as
highly challenged.



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


FIRST CZECH: Moody's Affirms 'B3' Long-Term Deposit Rating
----------------------------------------------------------
Moody's Investors Service has affirmed and changed the outlook on
First Czech Russian Bank's (FCRB) B3 long-term local- and
foreign-currency deposit rating to negative from stable. At the
same time, Moody's affirmed FCRB's standalone E+ bank financial
strength rating (BFSR), which is equivalent to a baseline credit
assessment (BCA) of b3, and Not Prime short-term local and
foreign currency deposit ratings.

The negative outlook reflects the vulnerability of the FCRB's
fundamentals to the adverse operating environment in Russia.

Ratings Rationale

The outlook change on FCRB's ratings to negative reflects Moody's
opinion of intensifying pressure on the bank's financial
fundamentals: asset quality with high credit concentrations,
profitability and capitalization from the deteriorating domestic
operating environment.

At the same time, the affirmation of the B3 rating reflects the
currently low level of problem loans, adequate capital adequacy
ratio and stable customer deposit base, which proved to be sticky
within the past period of volatility in the Russian banking
sector.

FCRB's asset quality is vulnerable to adverse market conditions
given its large single-name borrower concentrations and
significant exposure to long-term "greenfield" construction and
project finance segments. Top 20 borrowers accounted for 70% of
the bank's gross loan portfolio or 460% of Tier 1 capital as of
year-end 2013, which is considerably higher than the 270% average
for similarly rated domestic peers. These metrics render FCRB's
asset quality and, consequently, capitalization vulnerable to
each default of any large borrower. This risk is amplified by the
bank's high exposure to the construction and real estate sectors,
which jointly accounted for 44% of loan book, with the large
portion being related to the residential construction in Sochi
area (around 17% of loan book equal to the size of the bank's
capital) as at year-end 2013.

Although the current level of non-performing loans accounted for
a low 0.9% of FCRB's gross loan book under audited IFRS, Moody's
notes the high level of restructured loans which amounted to
around 19% of the gross loans as of year-end 2013. Current loan
loss reserves (LLRs) -- at 1.4% of gross loans -- cover
nonperforming loans, but provide a thin coverage over all
restructured loans. However, all restructured loans accrue and
pay interest.

FCRB's profitability remains weak, with core recurrent earnings
(net interest income plus fees and commissions) failing to fully
cover operating expenses. Despite recent positive trend, the
bank's bottom-line results are constrained by limited business
volumes, moderate net interest margin of 3.6% (although recently
improved) and still low efficiency of operations with a cost-to-
income ratio of around 90% in 2013.

Although FCRB's current regulatory capital adequacy ratio is
healthy at 16% as of 1 June 2014 (being above rated domestic
peers' average), Moody's considers capitalization to be strongly
pressured by: (1) high single-name borrower concentration in the
loan book; (2) significant exposure to the high-risk investment
and construction sectors; and (3) under-provisioning of a large
portion of the restructured loans. Potential asset quality
deterioration amid currently worsening economic environment with
an impairment of any large loan can constrain profitability and
erode capitalization.

What Could Move The Ratings Up/Down

Given the negative outlook, FCRB's long-term ratings have limited
upward potential at present. Moody's might consider changing
outlook back to stable if the bank demonstrates resilience
towards the worsening operating environment, sustains healthy
asset quality and capitalization, while preserving stable funding
base and ample liquidity cushion.

FCRB's ratings could be downgraded following any sign of asset
quality deterioration with an impairment of one of the largest
loan, a consequent increase in credit costs and material drop in
capitalization.

Principal Methodology

The principal methodology used in this rating was Global Banks
published in May 2013.

Headquartered in Moscow, Russia, FCRB reported total assets of
RUB25.4 billion, equity of RUB3.2 billion and net income of
RUB43.7 million as of year-end 2013 under of consolidated audited
IFRS.


KEDR BANK: Moody's Lowers Long-Term Deposit Ratings to 'B3'
-----------------------------------------------------------
Moody's Investors Service has downgraded Kedr Bank's long-term
global local- and foreign-currency deposit ratings to B3 from B2.
At the same time, Moody's affirmed Kedr's standalone bank
financial strength rating (BFSR) at E+ with stable outlook, but
the baseline credit assessment (BCA) was lowered to b3 (from b2).
Moody's has also affirmed the Not-Prime short-term local- and
foreign-currency deposit ratings. The outlook on the bank's long-
term deposit ratings is negative.

Ratings Rationale

Standalone Ratings

According to Moody's, the downgrade reflects materialized risks
related to Kedr's weakened corporate governance and banking
franchise in 2013 as a consequence of frequent changes both in
ownership structure and in senior management. The rating agency
also notes that the turbulence surrounding Kedr's ownership
negatively affected its business, resulting in the loan book
shrinking by 19% in 2013. The negative outlook reflects the
bank's fragile creditworthiness, and takes into account the need
for evidence of a longer track record of management's actions to
stabilize Kedr.

Moody's says that in Q2 2014 Kedr's ownership structure changed
for the third time since 2012, and the control over the bank was
transferred to a group of investors related to a Moscow-based
Joint-Stock Bank ROST (not rated) ranked 68th by assets as of 1
June 2014.The ultimate beneficiary of both banks is Mr. Oleg
Karchev who is also co-owner of the largest wholesale supplier of
IT, office and home appliances in Russia with annual sales at
US$3.5 billion in 2013, according to business information group
Forbes. Moody's expects that Kedr will be consolidated into ROST
Banking group by the end of 2015.

In 2013, Kedr recognized a net loss of RUB645 million versus net
profit of RUB459 million in 2012. Weak bottom-line results have
been driven by (1) lower lending activity; (2) heavy operational
costs caused by increased staff expenses; and (3) additional
provisioning charges on acquired impaired loans and non-core
assets. The rating agency has noted that the new shareholder's
management team has taken prudent steps to improve Kedr's cost
discipline, work out or dispose non-performing and non-core
assets, and to improve profit generating capacities. Moody's
expects Kedr will be close to break-even in 2014.

Kedr's asset quality remains satisfactory to date, taking into
account work-out procedures led by Bank ROST's senior management
since the ownership transfer in Q2 2014. According to Moody's
estimates, the problem loans ratio decreased to 9.8% at year-end
2013 from 11.5% at year-end 2012. According to Kedr, around RUB1
billion of impaired loans have been sold to former owners and
third parties, which should improve the loan book quality. At the
same time, the bank formed loan loss provisions at 7.2% of the
gross loan book as at year-end 2013 (year-end 2012: 3.9%).
Overall, the bank's ability to manage potential credit losses
depends on (1) its capital sustainability; and (2) the success of
the work-out procedures and non-core asset disposals.

Over the next 12 to 18 months, Moody's believes that the moderate
level of Kedr's capital cushion will represent a key rating
constraint, as would the limited track record of the new
shareholders' ability to inject capital, although the rating
agency expects subordinated loan issuances to underpin bank's
total capital adequacy ratio, if needed.

What Could Move The Ratings Down/Up

Kedr Bank's ratings have limited upside potential, as captured in
the negative outlook. Moody's says that the rating outlook on
Kedr's B3 ratings could be changed to stable if bank is able to
dispose of non-core assets and improve profitability while
maintaining satisfactory assets quality and capital levels.

Kedr Bank's ratings could be further downgraded if it experiences
(1) any material adverse changes in the risk profile,
particularly an increasing level of non-core assets; (2)
increased related-party transactions or concentration levels in
its loan book; (3) significant impairment of the bank's liquidity
profile; and (4) any failure to maintain control over its asset
quality.

Principal Methodology

The principal methodology used in this rating was Global Banks
published in May 2013.

Domiciled in Krasnoyarsk, Russia, Kedr Bank reported -- under its
audited IFRS -- total assets of RUB29.0 billion and total
shareholders' equity of RUB2.8 billion as at December 31, 2013.
For 2013, the bank recorded a net IFRS loss of RUB644.6 million.



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


BBVA RMBS 13: DBRS Finalizes (P)BB Rating to EUR615-Mil. Notes
--------------------------------------------------------------
DBRS Ratings Limited finalizes provisional ratings to the
following notes issued by BBVA RMBS 13 Fondo de Titulizacion de
Activos (FTA):

-- A (sf) to EUR3,485,000,000 to Series A notes
-- BB (sf) to EUR615,000,000 to Series B notes

BBVA RMBS 13 FTA is a securitisation of a portfolio of prime
residential mortgage loans secured by first ranking lien
mortgages on properties in Spain, originated and serviced by
Banco Bilbao Vizcaya Argentaria, S.A ('BBVA')(A/Neg Trend/R-
1L/Stable).  At the closing date of the transaction BBVA RMBS 13
FTA will use the proceeds of the Series A and B notes issuance to
fund the purchase of the mortgage portfolio.  In addition BBVA
will issue a subordinated loan in order to fund the reserve fund.
The securitization will take place in the form of a fund, in
accordance with Spanish Securitisation Law.

Rating rationale

The ratings are based upon DBRS review of the following
analytical considerations:

* Transaction's capital structure, the form and sufficiency of
available credit enhancement: The rated Series A notes benefit
from 20% of credit enhancement in the form of the EUR615 million
(15%) subordination of the Series B notes and the EUR205 million
(5%) of the reserve fund, which is available to cover senior
fees, interest and principal of the Series A and B notes.  The
Series A notes also benefit from a fully sequential amortization,
where principal on the Series B will not be paid until the Series
A notes have been redeemed in full.

* The main characteristics of the portfolio as of the cut-off
date 11 June 2014 include: (i) 68.3% weighted average current
unindexed loan?to-value ('WA CLTV') and 99.2% indexed WA CLTV
(INE HPI Q4 2013); (ii) top three portfolio geographical
concentrations are Andalucia (19.0%), Catalu¤a (17.0%) and Madrid
(16.0%); (iii) 14.1% of self-employed borrowers; (iv) 3.2% of
non-national borrowers; (v) a high weighted average seasoning of
5.8 years, with 61.1% of loans originated after the peak of the
housing market in 2008 and after; (vi) 9.1% of loans originated
through brokers; and (vii) 8.1% second home properties.

* 99.3% of the mortgage portfolio pays a variable interest rate
linked to 12 month Euribor and the remaining 0.7% pays a fixed
rate.  In contrast to the mortgage portfolio the issued notes
variable interest rate is linked to 3 month Euribor.  DBRS
considers there to be limited basis risk in the transaction which
is mitigated by i) the historical positive spread between 12 and
3 month Euribor in favor of 12 month Euribor; ii) the monies
standing to the credit of the reserve fund; and iii) the
available credit enhancement to cover for potential shortfalls
from the mismatch.  DBRS stressed the existing risk in its cash
flow modelling.

* Most of the mortgage products in the pool as of cut-off date
(between 87.8% to 92.9% of the mortgage portfolio, depending on
the underlying product) benefit from flexible loan features with
the option to modify the current loan conditions, such as reduce
the margin, opt for grace period, opt for extension or reduction
in maturity, switch from floating to fixed (for a period of three
years) and vice versa or change the amortization profile from
French amortization to French amortization with a final bullet
payment.  These mortgage loans are a standard product granted by
BBVA to its customers.  All of the options are subject to
conditions borrowers have to fulfil in order to be able to
execute the feature, in certain cases their approval is also
subject to BBVA.  DBRS reviewed the historic data of the
feature's execution rates and took several stresses where
appropriate in its assessment into consideration.

* The credit quality of the mortgages backing the notes and the
ability of the Servicer to perform its servicing duties.  DBRS
was provided with the bank's historical mortgage performance data
as well as with loan level data for the mortgage portfolio.
Details of the defaults, loss given default and expected losses
resulting from DBRS credit analysis of the mortgage portfolio at
A (sf), BB (sf) stress scenarios are highlighted below.
In accordance with the transaction documentation, the Servicer is
able to grant loan modifications without the consent of the
management company within the range of permitted variations.
According to the documentation permitted variation include the
reduction of the loans margins down to a weighted average of 0.5%
of the mortgage portfolio and maturity extension for 10% of the
portfolio up to three years before legal final maturity in 2057.
In light of these criteria DBRS stressed the margin compression
and longer amortization in its cash flow analysis.


HIPOCAT 7: S&P Raises Rating on Class A2 Notes From 'BB+'
---------------------------------------------------------
Standard & Poor's Ratings Services raised to 'BBB- (sf)' from
'BB+ (sf)' its credit ratings on the class A2 notes in Hipocat 7,
Fondo de Titulizacion de Activos and Hipocat 8, Fondo de
Titulizacion de Activos.

Under S&P's current counterparty criteria, the ratings in these
transactions will be the higher of the credit and cash flow
rating results without the support of the swap agreement, and the
long-term issuer credit rating (ICR) on the swap counterparty.
This is the case for Hipocat 7 and 8, as S&P's ratings on the
class A2 notes in Hipocat 7 and 8 are capped at its long-term ICR
on Cecabank.

"On June 4, 2014, we raised our rating on Cecabank to 'BBB-/A-3'
from 'BB+/B'.  As a result, our ratings on the class A2 notes in
both transactions are now capped at 'BBB- (sf)'.  We have
therefore raised to 'BBB- (sf)' from 'BB+ (sf)' our ratings on
these classes of notes," S&P added.

Hipocat 7's class A2 notes:

   -- Estimated rating if all counterparties were rated 'AAA':
      BBB (sf)

   -- Estimated rating if the sovereign were rated 'AAA': BBB-

   -- Estimated rating if all counterparties and the sovereign
      were rated 'AAA': BBB (sf)

Hipocat 8 class A2 notes:

   -- Estimated rating if all counterparties were rated 'AAA':
      BBB- (sf)

   -- Estimated rating if the sovereign were rated 'AAA': BBB-

   -- Estimated rating if all counterparties and the sovereign
      were rated 'AAA': BBB- (sf)

These transactions closed between 2004 and 2005, and are
collateralized by residential mortgage loans.  Catalunya Banc
S.A. originated the loans in its home market in the Catalonia
region. The securitized product is the first draw of a flexible
mortgage loan called "Credito Total", which is effectively a
flexible, revolving credit line, with the possibility of having
payment holidays.


RMBS SANTANDER 2: DBRS Assigns Final 'C' Rating to Series C Notes
-----------------------------------------------------------------
DBRS Ratings Limited assigns final ratings to the following notes
issued by Fondo de Titulizacion de Activos (FTA) RMBS Santander
2:

-- A (sf) to EUR2,520,000,000 to Series A notes
-- B (sf) to EUR480,000,000 to Series B notes
-- C (sf) to EUR450,000,000 to Series C notes

FTA RMBS Santander 2 ('Santander 2') is a securitization of a
portfolio of residential mortgage loans and secured by first
ranking lien mortgages on properties in Spain, originated and
serviced by Banco Santander, S.A (A/Neg Trend/R-1L/Stable).  At
the closing date of the transaction Santander 2 will use the
proceeds of the Series A and B notes issuance to fund the
purchase of the mortgage portfolio.  In addition the Series C
notes proceeds will fund the reserve fund.  The securitization
will take place in the form of a fund, in accordance with Spanish
Securitisation Law.

The ratings are based upon a review by DBRS of the following
analytical considerations:

* Transaction's capital structure, form and sufficiency of
available credit enhancement.  The rated Series A notes benefit
from 31% of credit enhancement in the form of the EUR480 million
(16%) subordination of the Series B notes and the EUR450 million
(15%) of the reserve fund, which is available to cover senior
fees, interest and principal of the Series A and B notes.  The
Series A notes also benefit from a fully sequential amortization,
where principal on the Series B will not be paid until the Series
A notes have been redeemed in full.  The Series C notes will be
repaid according to the reserve fund amortization.

* The main characteristics of the portfolio as of the cut-off
date include: (i) 67.9% weighted average current unindexed loan?
to-value ('WA CLTV') and 103.1% indexed WA CLTV (INE HPI Q4
2013); (ii) top three portfolio geographical concentrations are
Madrid (21.8%), Andalucia (17.1%) and Catalu¤a (16.9%); (iii)
10.1% self-employed borrowers; (iv) 3.3% of non-national
borrowers; (v) a high weighted average seasoning of 6.9 years,
with 39.8% of loans originated after the peak of the housing
market in 2008 and after; (vi) 2.3% of loans originated through
brokers; and (vii) 2.1% second home properties.

* 99.7% of the mortgage portfolio as of cut-off date pays a
variable interest rate linked to 12 month Euribor (with one
loan's interest rate indexed to 3 month and one loan's interest
rate indexed to 6 month Euribor) and the remaining 0.3% pays a
fixed rate.  In contrast to the mortgage portfolio the issued
notes variable interest rate is linked to 3 month Euribor.  DBRS
considers there to be limited basis risk in the transaction which
is mitigated by i) the historical positive spread between 12 and
3 month Euribor in favor of 12 month Euribor; ii) the monies
standing to the credit of the reserve fund; and iii) the
available credit enhancement to cover for potential shortfalls
from the mismatch.  DBRS stressed the existing risk in its cash
flow modelling.

* 24.6% of the underlying borrowers as of cut-off date were
classified by DBRS as higher risk borrowers.  Higher risk
borrowers are those with i) no loan modification, but one missed
payment within the last year (13.4% of the total portfolio); or
ii) a loan modification with a missed payment within the past two
years (11.2% of the total portfolio).  Loan modifications are the
result of a restructuring process where borrowers with less than
three months in arrears were granted either one or more changes
to their original loan agreements such as a) the reduction in
margin; b) extension of maturity; or c) granting of a grace
period.  Currently 15.4% of the mortgage loans are in grace
period with an average remaining term of approximately 11 months,
the longest grace period ending in February 2019.  DBRS applied
higher default probabilities to loans with these characteristics
and adjusted its cash flow modelling for the loans with current
grace period in place.

* The credit quality of the mortgages backing the notes and the
ability of the servicer to perform its servicing duties.  DBRS
was provided with the bank's historical mortgage performance data
as well as with loan level data for the mortgage portfolio.
Details of the defaults, loss given default and expected losses
resulting from DBRS credit analysis of the mortgage portfolio at
A (sf), B (sf) and C (sf) stress scenarios are highlighted below.
In accordance with the transaction documentation, the Servicer is
able to grant loan modifications without the consent of the
management company within the range of permitted variations.
According to the documentation permitted variation include the
reduction of the loans margins down to a weighted average of 1.0%
of the mortgage portfolio and maturity extension for 10% of the
portfolio up to three years before legal final maturity in 2057.
Given the current weighted average coupon of 0.6% DBRS did not
stress the margin compression, but stressed the repayment of the
portfolio for longer amortization in its cash flow modelling.

* DBRS used a combination of default timing curves (front- and
back-ended), rising and declining interest rates and low, mid and
high prepayment scenarios in accordance with the DBRS rating
methodology to stress the cash flows.  Given the low prepayment
level observed in Spain, currently below 5%, DBRS also tested a
scenario with zero prepayments.

* The legal structure and presence of legal opinions addressing
the assignment of the assets to the issuer and the consistency
with the DBRS Legal Criteria for European Structured Finance
Transactions.



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


GATEGROUP: S&P Affirms 'BB-' CCR & Revises Outlook to Positive
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Switzerland-based airline solutions provider gategroup Holding AG
to positive from stable.

At the same time, S&P affirmed its long-term corporate credit
rating on the company at 'BB-'.

In addition, S&P affirmed its 'BB-' issue rating on the
EUR350 million 6.75% senior unsecured notes due 2019, issued by
wholly owned subsidiary gategroup Finance (Luxembourg) S.A.  The
recovery rating on this instrument is '4', indicating S&P's
expectation of average (30%-50%) recovery prospects in the event
of a payment default.

The outlook revision reflects S&P's view that gategroup's credit
metrics could strengthen in the next 12-18 months as a result of
the company's continuous restructuring efforts in its European
Airline Solutions business, coupled with positive free cash flow
generation.  In line with S&P's previous indications, it
continues to believe that if gategroup achieves Standard &
Poor's-adjusted funds from operations (FFO) to debt of more than
20% on a sustainable basis, S&P could consider raising the
rating.

Gategroup's operating performance for the year to Dec. 31, 2013,
was in line with S&P's expectations.  The company reported
revenue and EBITDA of around Swiss franc (CHF) 3 billion and
CHF168 million, respectively, which translates into an EBITDA
margin of 5.6%.  The company's European Airline Solutions
business continued to suffer from a weak operating environment
and pricing pressures, but this was partly offset by savings of
CHF25 million from the company's restructuring program,
introduced in 2012.  As a result, S&P calculated that gategroup's
credit measures were strong for the rating category, with
adjusted FFO to debt of 19.5%, compared with 15.9% the year
before.  This is at the higher end of what S&P expects for the
current 'BB-' rating.

However, gategroup's operating performance in the first few
months of 2014 fell slightly short of S&P's expectations.  S&P
attributes this to currency fluctuations, difficulties with
short-haul capacity management in Europe, and adverse weather
conditions in the U.S., which resulted in some revenue decline
and margin deterioration from the same period in 2013.  The
company generated revenue of CHF666.3 million in the first
quarter of 2014, compared with CHF686 million in the same period
the year before, and a reported EBITDA margin of 2.7% (3% absent
currency fluctuations) compared with 3.1%.  Despite the somewhat
negative trend in the first quarter--typically the weakest--S&P
continues to believe that gategroup will benefit from solid
growth in its Product and Supply Chain business and, in
particular, emerging markets.  What's more, S&P believes that the
company is capable of preserving its profitability metrics
through its focus on cost control, which should support positive
cash flow generation over the forecast period.

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

   -- Flat revenues in 2014, followed by a marginal, low-single-
      digit increase in 2015;

   -- A reported EBITDA margin of at least 5.6%;

   -- Capital requirements of about 3% of forecast revenues;

   -- No committed acquisitions; and

   -- No potential dividend payouts.

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

   -- A weighted-average ratio of adjusted FFO to debt of about
      20%-22%; and

   -- Adjusted debt to EBITDA of about 3x.

The positive outlook reflects the possibility of S&P upgrading
gategroup to 'BB' if the company can achieve credit metrics in
line with a "significant" financial risk profile, as outlined in
S&P's criteria.  Such metrics include a weighted-average ratio of
FFO to debt in excess of 20% and EBITDA interest coverage of 3x,
on a sustainable basis.

S&P could raise the rating if gategroup continues its resilient
operating performance, improving its profitability, and therefore
its cash flow, on a sustained basis.  This would most likely
occur following an improved operating performance in the
company's European Airline Solutions business.  Because of the
lack of significant amortizing debt in the capital structure, S&P
believes that an improvement in credit metrics will most likely
be driven by an improved operating performance.

An upgrade would also require gategroup maintaining "adequate"
liquidity and generating positive free operating cash flow,
supported by relatively low maintenance capex.

S&P could revise the outlook to stable if it considers that
industry conditions are weakening, and therefore that the
likelihood of gategroup being able to improve its credit metrics
is low.



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


DNIPROPETROVSK CITY: S&P Affirms 'CCC' ICR; Outlook Stable
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
Ukrainian City of Dnipropetrovsk to stable from negative.  At the
same time, S&P affirmed its 'CCC' foreign currency long-term
issuer credit and 'uaB-' Ukraine national scale ratings on the
city.

As defined in EU CRA Regulation 1060/2009 (EU CRA Regulation),
the ratings on Dnipropetrovsk are subject to certain publication
restrictions set out in Art 8a of the EU CRA Regulation,
including publication in accordance with a pre-established
calendar.  Under the EU CRA Regulation, deviations from the
announced calendar are allowed only in limited circumstances and
must be accompanied by a detailed explanation of the reasons for
the deviation.  In this case, the deviation has been caused by
the events described in the following Rationale.

RATIONALE

The rating action follows S&P's similar action on Ukraine.

Under S&P's methodology, a local or regional government (LRG) can
be rated higher than its sovereign only if it considers that it
exhibits certain characteristics.  S&P currently do not believe
that Ukrainian LRGs, including Dnipropetrovsk, meet these
conditions.  S&P consequently caps the long-term rating on
Dnipropetrovsk at the level of its long-term foreign currency
rating on Ukraine.

In addition, under S&P's criteria, it assess the city's stand-
alone credit profile (SACP) at 'b'.  The SACP is not a rating,
but a means of assessing an LRG's intrinsic creditworthiness
under the assumption that there is no sovereign rating cap.  The
SACP results from the combination of S&P's assessment of an LRG's
individual credit profile and the effects S&P sees from the
institutional framework in which it operates.

S&P's rating on Dnipropetrovsk also reflects Ukraine's very
volatile and underfunded institutional framework, which results
in the city's low financial flexibility and predictability.  S&P
also factor in its view of Dnipropetrovsk's weak financial
management, very high contingent liabilities related to municipal
utilities, and a poor and concentrated economy.  These
constraints are mitigated by the city's very low debt burden,
strong budgetary performance, and "strong" liquidity position.

OUTLOOK

The stable outlook on Dnipropetrovsk reflects the stable outlook
on Ukraine.  Because S&P caps the rating on the city at the level
of its long-term foreign currency sovereign rating, any rating
action on Ukraine would likely lead to a similar action on
Dnipropetrovsk, all else being equal.

S&P would consider a positive rating action on Dnipropetrovsk if
it took a positive action on Ukraine.

S&P currently do not see a viable downside scenario in which the
city's SACP would fall below 'ccc'.  Consequently, any negative
rating action on Dnipropetrovsk would follow a negative action on
the sovereign, if one were to occur.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion.  The chair or designee reviewed
the draft report to ensure consistency with the Committee
decision. The views and the decision of the rating committee are
summarized in the above rationale and outlook.

RATINGS LIST

Ratings Affirmed; Outlook Action
                              To                 From
Dnipropetrovsk (City of)
Issuer Credit Rating         CCC/Stable/--      CCC/Negative/--
Ukraine National Scale       uaB-/--/--         uaB-/--/--
Senior Unsecured             uaB-               uaB-
Senior Unsecured             CCC                CCC


IVANO-FRANKIVSK CITY: S&P Affirms 'CCC' ICR; Outlook Stable
-----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
Ukrainian City of Ivano-Frankivsk to stable from negative.  At
the same time, S&P affirmed its 'CCC' foreign currency long-term
issuer credit and 'uaB-' Ukraine national scale ratings on the
city.

As defined in EU CRA Regulation 1060/2009 (EU CRA Regulation),
the ratings on Ivano-Frankivsk are subject to certain publication
restrictions set out in Art 8a of the EU CRA Regulation,
including publication in accordance with a pre-established
calendar.  Under the EU CRA Regulation, deviations from the
announced calendar are allowed only in limited circumstances and
must be accompanied by a detailed explanation of the reasons for
the deviation.  In this case, the deviation has been caused by
the events described in the following Rationale.

RATIONALE

The rating action follows S&P's similar action on Ukraine.

Under S&P's methodology, a local or regional government (LRG) can
be rated higher than its sovereign only if S&P considers that it
exhibits certain characteristics.  S&P currently do not believe
that Ukrainian LRGs, including Ivano-Frankivsk, meet these
conditions.  S&P consequently caps the rating on Ivano-Frankivsk
at the level of the long-term foreign currency rating on Ukraine.

Additionally, in accordance with S&P's criteria, it assesses the
city's stand-alone credit profile (SACP) at 'b'.  The SACP is not
a rating, but a means of assessing an LRG's intrinsic
creditworthiness under the assumption that there is no sovereign
rating cap.  The SACP results from the combination of S&P's
assessment of an LRG's individual credit profile and the effects
S&P sees from the institutional framework in which it operates.

Furthermore, S&P's rating on Ivano-Frankivsk reflects Ukraine's
very volatile and underfunded institutional framework, resulting
in the city's low wealth, weak management quality, very low
budgetary flexibility, adequate liquidity, and moderate
contingent risks related to the weak financial position of the
city's government-related entities.  The city's very low debt and
"average" budgetary performance help offset these weaknesses,
however.

OUTLOOK

The stable outlook on Ivano-Frankivsk reflects the stable outlook
on Ukraine.  Because S&P caps the rating on the city at the level
of its long-term foreign currency sovereign rating, any rating
action on Ukraine would likely lead to a similar action on Ivano-
Frankivsk, all else being equal.

S&P would consider a positive rating action on Ivano-Frankivsk if
it took a positive action on Ukraine.

S&P currently do not see a viable downside scenario in which the
city's SACP would fall below 'cc'.  Consequently, any negative
rating action on Ivano-Frankivsk would follow a negative action
on the sovereign, if one were to occur.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity
to articulate his/her opinion.  The chair or designee reviewed
the draft report to ensure consistency with the Committee
decision. The views and the decision of the rating committee are
summarized in the above rationale and outlook.

RATINGS LIST

Ratings Affirmed; Outlook Action
                                        To                 From
Ivano-Frankivsk (City of)
Issuer Credit Rating           CCC/Stable/--    CCC/Negative/--
Ukraine National Scale Rating       uaB-/--/--       uaB-/--/--


KYIV CITY: S&P Revises Outlook to Stable & Affirms 'CCC' ICR
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Ukraine's capital, the City of Kyiv, to stable from negative.
The 'CCC' long-term issuer credit rating was affirmed.

As defined in EU CRA Regulation 1060/2009 (EU CRA Regulation),
the ratings on Kyiv are subject to certain publication
restrictions set out in Art. 8a of the EU CRA Regulation,
including publication in accordance with a pre-established
calendar.  Under the EU CRA Regulation, deviations from the
announced calendar are allowed only in limited circumstances and
must be accompanied by a detailed explanation of the reasons for
the deviation. In this case, the deviation has been caused by the
events described in the following Rationale.

RATIONALE

The rating action follows S&P's outlook revision on Ukraine on
July 11, 2014.

The rating on Ukraine's capital, Kyiv, reflects S&P's view of
Ukraine's institutional framework as very volatile and
underfunded.  Other rating weaknesses are the city's severely
constrained financial flexibility; weak budgetary performance;
weak financial management; weak liquidity; very high debt burden,
with associated foreign-exchange risks and high interest
payments; and high contingent liabilities.

The rating is supported by the city's position as the
administrative and economic center of Ukraine, its fairly
diversified economy, and wealth levels that are low, but
noticeably exceed the national average.

OUTLOOK

The stable outlook reflects S&P's view of the balance between the
city's material refinancing risks against its expectation of the
central government's support for Kyiv's debt
refinancing/repayment plan in 2014.

S&P would consider a positive rating action on Kyiv only if it
took a positive rating action on Ukraine and if the city's
refinancing risks decreased materially, which is very unlikely in
2014-2015 in S&P's view, due to large debt repayments that are
due.

A negative rating action on Kyiv would follow a negative action
on Ukraine.  S&P could also take a negative rating action on the
city -- even if the sovereign ratings remain unchanged -- if the
central government's support for Kyiv diminished, leading to a
weaker debt repayment capacity for the city.  This would likely
result in worse liquidity than S&P currently expects in its base-
case scenario, and take the form of restricted access to state
banks' and the treasury's liquidity.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.  The
committee's assessment of the key rating factors is reflected in
the Ratings Score Snapshot above.  The chair ensured every voting
member was given the opportunity to articulate his/her opinion.
The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.  The chair or designee
reviewed the draft report to ensure consistency with the
Committee decision. The views and the decision of the rating
committee are summarized in the above rationale and outlook.

RATINGS LIST

Ratings Affirmed; Outlook Action
                                To                 From
Kyiv (City of)
Issuer Credit Rating           CCC/Stable/--     CCC/Negative/--
Senior Unsecured               CCC

Kyiv Finance PLC
Senior Unsecured               CCC


LVIV CITY: S&P Revises Outlook to Stable & Affirms 'CCC' ICR
------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on the
Ukrainian City of Lviv to stable from negative.  At the same
time, S&P affirmed its 'CCC' long-term issuer credit rating and
'uaB-' Ukraine national scale rating on the city.

As defined in EU CRA Regulation 1060/2009 (EU CRA Regulation),
the ratings on Lviv are subject to certain publication
restrictions set out in Art 8a of the EU CRA Regulation,
including publication in accordance with a pre-established
calendar.  Under the EU CRA Regulation, deviations from the
announced calendar are allowed only in limited circumstances and
must be accompanied by a detailed explanation of the reasons for
the deviation.  In this case, the deviation has been caused by
the events described in the following Rationale.

RATIONALE

The outlook revision follows S&P's similar action on Ukraine.

Under S&P's methodology, a local or regional government (LRG) can
be rated higher than its sovereign only if S&P considers that it
exhibits certain characteristics.  S&P do not currently believe
that Ukrainian LRGs, including Lviv, meet these conditions.
Consequently, S&P would lower the ratings on Lviv if it lowered
the long-term rating on Ukraine.

The long-term rating on Lviv is therefore capped at 'CCC' by the
Ukrainian sovereign foreign currency rating, although, in
accordance with S&P's criteria, it assess Lviv's stand-alone
credit profile (SACP) at 'b-'

The SACP is not a rating, but a means of assessing an LRG's
intrinsic creditworthiness under the assumption that there is no
sovereign rating cap.  The SACP results from the combination of
our assessment of an LRG's individual credit profile and the
effects we see of the institutional framework in which it
operates.

S&P also takes in account Ukraine's very volatile and underfunded
intergovernmental system and Lviv's low wealth levels and limited
financial flexibility on revenues and expenditures.  S&P views
the city's liquidity as weak.  Lviv has repeatedly missed
repayments on a loan from Ukraine's Ministry of Finance that the
city had guaranteed.  Although the city is trying to resolve this
problem, it weighs on S&P's assessment of Lviv's financial
management, which it views as very weak in an international
context.  Lviv's material contingent liabilities related to its
municipal utilities also constrain the city's creditworthiness.

On the positive side, S&P believes Lviv has a fairly sound
financial performance and modest debt.

OUTLOOK

The stable outlook reflects that on Ukraine.

S&P might take a positive rating action on Lviv if it took a
similar action on Ukraine and if Lviv's other rating factors
developed in line with its base-case scenario.

A negative rating action on Lviv would follow a negative action
on Ukraine.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable.  At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.  The
committee's assessment of the key rating factors is reflected in
the Rating Score Snapshot above.  The chair ensured every voting
member was given the opportunity to articulate his/her opinion.
The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.  The chair or designee
reviewed the draft report to ensure consistency with the
Committee decision.  The views and the decision of the rating
committee are summarized in the above rationale and outlook.

RATINGS LIST

Ratings Affirmed; Outlook Action

                                To               From
Lviv (City of)
Issuer Credit Rating           CCC/Stable/--    CCC/Negative/--
Ukraine National Scale         uaB-/--/--



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


EUROSAIL-UK: Fitch Raises Rating on Class A2a Notes to 'BBsf'
-------------------------------------------------------------
Fitch Ratings has upgraded one tranche and affirmed 17 tranches
of Eurosail-UK 07-3 BL Plc and Eurosail-UK 07-4 BL Plc. The
agency has also placed EMF-UK 2008-1's class A3 notes on Rating
Watch Evolving (RWE).

The UK non-conforming RMBS transactions continue to be exposed to
euro and US dollar movements against British pounds following the
bankruptcy of Lehman Brothers, the transactions' initial currency
swap provider. British pound-denominated proceeds from the
underlying collateral continue to be converted at the current
foreign exchange (FX) spot rates in order for payments to be made
on the euro and US dollar-denominated notes.

Key Rating Drivers

On-going FX Risk
Over the past year, the pound has appreciated against both the
euro and US dollar, resulting in a slower pace of under-
collateralization in both Eurosail 2007-3 and Eurosail 2007-4
compared with previous years. At present, Fitch estimates the
level of under-collateralization to be 25% in Eurosail 07-3 and
14% in Eurosail 07-4 compared with 31% and 20% a year ago.

In its analysis, Fitch considered the negative difference between
the original swap rates and current FX spot rates. Additionally,
the agency has applied its currency stresses on current spot
rates in order to assess the impact of a potential weakening of
the pound against the euro and US dollar. Fitch's analysis
indicates that Eurosail 07-3's class A2 notes are able to pass
their respective stress scenarios, which is why they have been
affirmed. The class A2 notes of Eurosail 07-4 are also able to
pass higher stress scenarios and have therefore been upgraded to
'BBsf' from 'Bsf'. All other outstanding notes have been affirmed
at 'CCsf' and 'Csf', reflecting the current level of under-
collateralization and volatility in FX movements.

EMF-UK 2008-1 Restructuring Proposals
Following an issuer notification on 9 July 2014, Fitch
understands that the current EMF-UK 2008-1 noteholders have
agreed to monetize the remaining claims against the Lehman estate
by way of auction, provided that the sale amounts are equal to or
exceed the predefined reserve price. The RWE on the notes
reflects the potential for an upgrade or downgrade depending on
the agreed application of the total claims amount. If the
restructuring results in either an economic loss to noteholders
or is deemed to avert a probable default, then a Distressed Debt
Exchange might be considered, resulting in a downgrade to
default. Otherwise, an upgrade from the current 'Csf' rating
could follow a full asset and cash flow analysis.

Rating Sensitivities

Depreciation of the pound against the euro and US dollar beyond
Fitch's currency stresses could lead to a greater likelihood of
shortfalls on interest and principal liabilities, resulting in a
downgrade of notes.

Additionally, Fitch understands from the Eurosail 07-4 issuer
notification released on 11 July 2014 that restructuring
proposals have been put forward. Any resulting restructurings
will result in rating actions being taken.

The rating actions are as follows:

Eurosail - UK 2007-3 BL plc

Class A2a (ISIN XS0308648673): affirmed at 'BBsf'; Outlook Stable
Class A2b (ISIN XS0308650224): affirmed at 'BBsf'; Outlook Stable
Class A2c (ISIN XS0308659795): affirmed at 'BBsf'; Outlook Stable
Class A3a (ISIN XS0308666493): affirmed at 'CCsf'; Recovery
Estimate (RE) of 65%
Class A3c (ISIN XS0308710143): affirmed at 'CCsf'; RE of 0%
Class B1a (ISIN XS0308672384): affirmed at 'Csf'; RE of 0%
Class B1c (ISIN XS0308716421) affirmed at 'Csf'; RE of 0%
Class C1a (ISIN XS0308673192) affirmed at 'Csf'; RE of 0%
Class C1c (ISIN XS0308718047) affirmed at 'Csf'; RE of 0%
Class D1a (ISIN XS0308673945) affirmed at 'Csf'; RE of 0%
Class E1c (ISIN XS0308725844) affirmed at 'Csf'; RE of 0%

Eurosail-UK 07-4 BL PLC

Class A2a (ISIN XS0311680747): upgraded to 'BBsf' from 'Bsf' ;
Outlook Stable
Class A3a (ISIN XS0311702657): affirmed at 'CCsf'; Recovery
Estimate (RE) of 85%
Class A3c (ISIN XS0311704356): affirmed at 'CCsf'; Recovery
Estimate (RE) of 85%
Class B1a (ISIN XS0311705759): affirmed at 'Csf'; RE of 0%
Class C1a (ISIN XS0311708696): affirmed at 'Csf'; RE of 0%
Class D1a (ISIN XS0311713001): affirmed at 'Csf'; RE of 0%
Class E1c (ISIN XS0311717416): affirmed at 'Csf'; RE of 0%

EMF-UK 2008-1 Plc

Class A3 (ISIN XS0352932643):'Csf'; placed on RWE


MF GLOBAL: UK Unit OK'd to Pay Clients After Key Settlement
-----------------------------------------------------------
Law360 reported that a British judge has approved a settlement
that will allow MF Global Inc.'s U.K. unit to close out a
$1 billion client money pool and finally make distributions to
customers and creditors nearly three years after the broker-
dealer's collapse, according to an opinion.  Law360 related that
U.K. High Court Judge David Richards signed off on the deal,
which resolves potential breach of trust and tracing claims from
the client money pool against MF Global U.K. Ltd.'s general
estate over its failure to segregate client funds.

                        About MF Global

New York-based MF Global -- http://www.mfglobal.com/-- was one
of the world's leading brokers of commodities and listed
derivatives.  MF Global provides access to more than 70 exchanges
around the world.  The firm also was one of 22 primary dealers
authorized to trade U.S. government securities with the Federal
Reserve Bank of New York.  MF Global's roots go back nearly 230
years to a sugar brokerage on the banks of the Thames River in
London.

On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance
USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y.
Case Nos. 11-15059 and 11-5058), after a planned sale to
Interactive Brokers Group collapsed.  As of Sept. 30, 2011, MF
Global had $41,046,594,000 in total assets and $39,683,915,000 in
total liabilities.

On Nov. 7, 2011, the United States Trustee appointed the
statutory creditors' committee in the Debtors' cases.  At the
behest of the Statutory Creditor's Committee, the Court directed
the U.S. Trustee to appoint a chapter 11 trustee.  On Nov. 28,
2011, the Bankruptcy Court entered an order approving the
appointment of Louis J. Freeh, Esq., of Freeh Group International
Solutions, LLC, as Chapter 11 trustee.

On Dec. 19, 2011, MF Global Capital LLC, MF Global Market
Services LLC and MF Global FX Clear LLC filed voluntary Chapter
11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and
11-15810).  On Dec. 27, the Court entered an order installing Mr.
Freeh as Chapter 11 Trustee of the New Debtors.

On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary
Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr.
Freeh also was installed as its Chapter 11 Trustee.

Judge Honorable Martin Glenn presides over the Chapter 11 case.
J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric
Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve
as bankruptcy counsel.  The Garden City Group, Inc., serves as
claims and noticing agent.  The petition was signed by Bradley I.
Abelow, Executive Vice President and Chief Executive Officer of
MF Global Finance USA Inc.

The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan
LLP, as investigative counsel; (ii) FTI Consulting Inc., as
restructuring advisors; (iii) Morrison & Foerster LLP, as
bankruptcy counsel; and (iv) Pepper Hamilton as special counsel.

The Official Committee of Unsecured Creditors has retained
Capstone Advisory Group LLC as financial advisor, while lawyers
at Proskauer Rose LLP serve as counsel.

The Securities Investor Protection Corporation commenced
liquidation proceedings against MF Global Inc. to protect
customers.  James W. Giddens was appointed as trustee pursuant to
the Securities Investor Protection Act.  He is a partner at
Hughes Hubbard & Reed LLP in New York.

Jon Corzine, the former New Jersey governor and co-CEO of
Goldman Sachs Group Inc., stepped down as chairman and chief
executive officer of MF Global just days after the bankruptcy
filing.

In April 2013, the Bankruptcy Court approved MF Global Holdings'
plan to liquidate its assets.  Bloomberg News reported that the
court-approved disclosure statement initially told
creditors with $1.134 billion in unsecured claims against the
parent holding company why they could expect a recovery of 13.4%
to 39.1% from the plan.  As a consequence of a settlement with
JPMorgan, supplemental materials informed unsecured creditors
their recovery was reduced to the range of 11.4% to 34.4%.  Bank
lenders will have the same recovery on their $1.174 billion claim
against the holding company.  As a consequence of the settlement,
the predicted recovery became 18% to 41.5% for holders of $1.19
billion in unsecured claims against the finance subsidiary,
one of the companies under the umbrella of the holding company
trustee.  Previously, the predicted recovery was 14.7% to 34% on
bank lenders' claims against the finance subsidiary.


PINECOM SERVICES: High Court Enters Liquidation Order
-----------------------------------------------------
London-based alternative investment companies, Pinecom Services
Limited (trading as Pine Commodities) and Pine Commodities Ltd,
that took in nearly GBP2 million from the public, have been
ordered into liquidation by the High Court on July 2 on grounds
of public interest.

The companies were wound up following an investigation by Company
Investigations, part of the Insolvency Service.

Both companies were found to have continued a business previously
shut down in the public interest due to the objectionable trading
practices used to 'sell' carbon credits to the public for
investment. The companies' methods included making false and
misleading statements to persuade people to invest.

The earlier companies forced to close were Tullett Brown Limited,
Foxstone Carr Limited and Carvier Limited.

The investigation into these successor companies showed that over
GBP1.8 million was raised from the public including sales of
precious metals, storage units and diamonds for investment using
cold calling techniques.

Welcoming the Court's winding up decision Chris Mayhew, Company
Investigations Supervisor at the Insolvency Service, said:

"Contrary to the companies' claims, their services, in plain
English, were designed to rip-off investors"

"I would urge anyone cold-called and invited to invest, in
particular those who have already invested with these companies
and who may be approached by companies purporting to have been
appointed by the Court to deal with their investment, to simply
end the call."

"Nobody should be left in any doubt that the Insolvency Service
will continue to take robust action whenever serious failings are
discovered and in particular against contemptible companies as
here preying on vulnerable investors".

The investigation found that carbon credits were sold by the two
companies in 11 projects around the world and the business
involved a bank account in the Seychelles and a UK account
operated by a company described as the companies' accountant as
well as the services of a former FCA authorised company SJL Risk
Limited now in voluntary liquidation (see note 14).

A website called www.pinecommodities.co.uk claimed to provide a
fresh approach to investing in the commodities market stating:
"We don't believe in making our clients' life difficult by
providing information filled with incomprehensible terms or
language. Our messages are always given in plain simple English"

The petitions to wind up the companies were presented in the High
Court on March 27, 2014, under the provisions of section 124A of
the Insolvency Act 1986 following confidential enquiries carried
out by Company Investigations under section 447 of the Companies
Act 1985, as amended.


* New Rules to Benefit UK Business Rescue Climate, R3 Says
----------------------------------------------------------
Responding to the government's plans to consult on proposals to
require utility companies and other key suppliers to continue to
supply insolvent companies, R3 President Giles Frampton says:

"Contract cancellations and 'ransom' charges which take effect on
insolvency are one of the biggest obstacles to business rescue
that insolvency practitioners come across. They force the closure
of potentially viable businesses, posing unnecessary risk to
jobs."

"Our members estimate that banning so-called 'termination
clauses' in supply contracts could help save over 2,000
businesses a year. R3 campaigned long and hard for action to be
taken on termination clauses, winning support from the business
and creditor communities. We are very pleased that an end to the
use of termination clauses by crucial suppliers is one step
closer."

"Business rescue is in the interests of both creditors and
insolvent businesses and their employees. Turning a business
around can be a much better outcome than that business being
liquidated. Scrapping termination clauses will give many
struggling businesses a better chance of survival and should
boost the UK's business rescue culture."

The proposals will:

  * Stop suppliers of IT and other essential services from
    making increased charges or the payment of debts a
    condition of supplying their services to an insolvent
    business.

  * Require essential suppliers in the IT and utilities
    sector to continue to supply goods and services to an
    insolvency practitioner trying to rescue a business.


* London Partner Elected Global Chair of Latham & Watkins
---------------------------------------------------------
Latham & Watkins announced that Bill Voge has been elected Global
Chair and Managing Partner, effective January 1, 2015.  Mr. Voge
will succeed Robert M. Dell, Latham & Watkins' long-time leader,
who is retiring after 32 years with the firm, the last two
decades as Global Chair and Managing Partner.

Mr. Voge has an impressive track record in a variety of
leadership positions spanning 20-plus years, including eight
years on the Executive Committee from 1998-2002 and 2008-2012.
He has also served as Global Chair of the Finance Department from
2007-2008 and Global Co-Chair of the Project Finance Practice
from 2004-2007 as well as leading a number of firm initiatives
focused on global strategy and practice integration for markets
outside the United States.

Mr. Voge's practice focuses primarily on all aspects of project
development and project financings, and he has acted for project
sponsors, banks, underwriters and other parties on a wide variety
of electricity and oil and gas projects in the United States and
globally. He is among the world's foremost project finance
lawyers with extensive experience leading complex, cross-border
deals around the globe.  Mr. Voge is also a strong advocate for
pro bono service, with a particular focus on supporting the fight
to end human trafficking.  Mr. Voge co-leads the firm's
relationship with Not For Sale, an international non-profit
organization whose mission is to abolish slavery, which involves
a team of more than 100 lawyers and professional staff from the
across firm's global offices.

Mr. Voge is based in the firm's London office.  He joined Latham
in 1983 and was elected to the partnership in 1991.

Robert M. Dell, Global Chair and Managing Partner of Latham &
Watkins, said: "Bill brings an impressive mix of experience and
leadership qualities to the role: astute strategic vision; superb
judgment; smart business instincts; and, above all, strong
character. He is clear-sighted and a consensus-builder who is
highly attuned to our unique culture, client service and the
external market forces driving change in the legal profession.
Over the years, I have come to know Bill as a colleague and a
friend and I am confident that he will lead the firm to continued
success with his strength of character and courage of
conviction."

Chair-Elect Voge said: "It is a unique privilege to lead our
great firm. I am profoundly honored to serve my partners in the
service of our clients. I look forward to working with the deep
bench of talented leaders spread around the globe. In particular,
I look forward to the opportunity to work with Vice Chairs Dave
Gordon and Ora Fisher and Chief Operating Officer LeeAnn Black,
all of whom have terrific judgment, drive and leadership."

"Bob is one of the great law firm leaders of our times. His
legacy in the firm and more broadly within the profession will be
immense. He has been a transformational leader and under his
stewardship Latham has had spectacular success and unprecedented
growth. Bob has driven our relentless focus on quality and client
service and he has exemplified our culture in all that he has
done. Bob is that rare leader that combines incredible humility
and integrity with a tough, competitive drive. He is known for
his fairness, judgment and selfless leadership, and in whose
footsteps I hope to follow," added Mr. Voge.

"Bill was one of the first Latham lawyers on the ground in the
firm's New York office when it opened in 1985 as well as one of
the first lawyers present when the London office was opened in
1990, and his international practice accounts for a uniquely deep
appreciation of our global platform and the global market forces
impacting our clients," said David Gordon, Vice Chair of Latham &
Watkins.

Ora Fisher, Vice Chair of Latham & Watkins, said: "In today's
complex, global economy, Bill's strategic leadership and
unflinching commitment to excellent client service will ensure we
continue to innovate and grow while staying true to our culture."

Miles Ruthberg, Chair of the Succession Committee, commented:
"The eight-month long, rigorous succession process reaffirmed our
shared values: strong collegial culture; inclusive and
transparent approach to management; and team approach. I am
especially proud of the candidates' professionalism and mutual
respect throughout the process. The diversity of highly qualified
candidates is a testament to the enormous depth of talent and
leadership experience in the firm."

LeeAnn Black, Chief Operating Officer, said: "I look forward to
working with Bill to continue to strengthen our phenomenal
platform that we have built under Bob's visionary stewardship.
Bob's strategic leadership has been integral to the firm's
success; he has presided over remarkable growth, all while
preserving the firm's culture which will be among his most
enduring legacies."

Mr. Voge received his BS from California State University in 1980
and his JD from the University of California, Berkeley, School of
Law (Boalt Hall) in 1983 and his MBA from the University of
California, Berkeley.

                  About Latham & Watkins

Latham & Watkins is a global law firm with approximately 2,100
lawyers in its offices located in Asia, Europe, the Middle East
and the United States, including: Abu Dhabi, Barcelona, Beijing,
Boston, Brussels, Chicago, Doha, Dubai, Dsseldorf, Frankfurt,
Hamburg, Hong Kong, Houston, London, Los Angeles, Madrid, Milan,
Moscow, Munich, New Jersey, New York, Orange County, Paris,
Riyadh, Rome, San Diego, San Francisco, Shanghai, Silicon Valley,
Singapore, Tokyo and Washington, D.C.  Visit the Web site
http://www.lw.com/


                            *********

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

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

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


                            *********


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

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

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

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

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

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


                 * * * End of Transmission * * *