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

                           E U R O P E

         Wednesday, September 24, 2014, Vol. 15, No. 189

                            Headlines

C Y P R U S

BANK OF CYPRUS: Former Chairman Arrested Over Fraud Charges


F R A N C E

AIR FRANCE: Pilots to Extend Strike Indefinitely
CGG S.A.: Moody's Affirms Ba3 Corp. Family Rating; Outlook Neg.


I R E L A N D

IRELAND: SME Turnaround Fund to be Liquidated Late in the Year


I T A L Y

CHIL: Italian PM's Father Under Bankruptcy Fraud Probe
IMSER SECURITISATION 2: S&P Withdraws 'BB+' Ratings on 5 Notes
* ITALY: Company Bankruptcies Up 14.3% in Second Quarter 2014


N E T H E R L A N D S

MUNDA CLO I: Moody's Lowers Rating on Class E Notes to 'B3'
STORM 2014-III: Fitch Rates 2 Note Classes 'BB+(EXP)sf'
SWETS: Files for Bankruptcy After Covenant Breach Concerns


P O R T U G A L

BANCO ESPIRITO: Fosun Joins Bidding for War for Fidelidade


R U S S I A

KUZBASSRAZREZUGOL OJSC: Moody's Cuts CFR to 'B3'; Outlook Neg.


S P A I N

ABENGOA GREENFIELD: Moody's Rates EUR500MM Senior Notes '(P)B2'
TDA IBERCAJA 3: Moody's Affirms 'Ca' Rating on Class D Notes


U N I T E D   K I N G D O M

CONSOLIDATED MINERALS: S&P Lowers CCR to 'B'; Outlook Negative
ENTERPRISE INNS: S&P Affirms 'B' CCR; Outlook Stable
KEYSTONE MIDCO: Moody's Assigns '(P)B2' Corporate Family Rating
NEW CAP REINSURANCE: Final Creditors' Meeting Set for Oct. 20
PHONES 4U: 1,700 Jobs Affected After Store Sale Ends


X X X X X X X X

* Cornerstone Research Launches London Office


                            *********


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C Y P R U S
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BANK OF CYPRUS: Former Chairman Arrested Over Fraud Charges
-----------------------------------------------------------
Kerin Hope and Andreas Hadjipapas at The Financial Times report
that Cyprus authorities have arrested Theodoros Aristodemou, the
island's leading property developer and former chairman of Bank
of Cyprus, on conspiracy and fraud charges in an unprecedented
move against a senior Cypriot businessman.

Mr. Aristodemou is founder and chief executive of Aristo
Developers, which owes more than EUR200 million to Bank of
Cyprus, the lender he chaired in the run-up to the island's
financial collapse last year, the FT discloses.

He failed to appear at a scheduled court hearing on Friday in the
southern resort town of Paphos, where lawyers presented a medical
certificate saying he had been rushed to hospital complaining of
chest pains and was undergoing tests, the FT relates.

According to the FT, Mr. Aristodemou, his wife Sotiroulla, an
architect, and two Paphos municipal employees are accused of
fraud, forgery and conspiracy in an alleged land scam involving a
plan by Aristo to build holiday villas on a 3,000-square meter
plot that had been zoned by the municipality as green space.

Mr. Aristodemou has denied wrongdoing, the FT notes.

Other property developments by Aristo are also under scrutiny as
part of a probe launched in July by the Cyprus attorney-general's
office, the FT states.

Dozens of Cypriot bankers and members of the island's tight-knit
business elite are being investigated as part of a broader
official inquiry into the financial collapse, which resulted in a
EUR10 billion bailout from international lenders in which Cypriot
depositors lost almost half their savings, the FT relays.

President Nicos Anastasiades has said "prosecutions will begin"
by the end of this year, the FT relates.

Aristo's own debt grew from EUR25 million in 2006 to EUR200
million in 2011 while Mr. Aristodemou was serving on the bank's
board and later as chairman, the FT says, citing a testimony by a
Bank of Cyprus official to a parliamentary committee
investigating last year's financial collapse.

Mr. Aristodemou resigned suddenly in 2012, citing health reasons,
when the bank decided to seek EUR675 million in emergency state
aid following heavy losses on its holdings of Greek sovereign
bonds, the FT recounts.

Aristo planned to pay off its bank debt by selling an integrated
resort complex near Paphos, which includes an 18-hole golf course
and luxury villas, to China Glory International Investments, a
Hong Kong-based group, the FT discloses.  But the EUR290 million
deal fell through earlier this year, leaving Aristo struggling to
resume sales of its villas to private investors, the FT states.

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

                         *     *     *

As reported by the Troubled Company Reporter-Europe on July 8,
2014, Fitch Ratings upgraded Bank of Cyprus Public Company Ltd.'s
(BoC) Long-term Issuer Default Ratings (IDR) to 'CC' from 'RD'
and Hellenic Bank Public Company Limited's (HB) Long-term IDR to
'CCC' from 'RD'.  Fitch also upgraded the two banks' Short-
term IDR to 'C' from 'RD'.  At the same time, the agency affirmed
BoC's Viability Rating (VR) at 'cc' and HB's VR at 'ccc'.  Fitch
said the upgrades of BoC's and HB's IDRs follow the lifting of
legal restrictions imposed by the Central Bank of Cyprus on the
free movement of capital within Cyprus on May 30, 2014.  In
particular, capital controls on bank deposits within the country
no longer apply.



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F R A N C E
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AIR FRANCE: Pilots to Extend Strike Indefinitely
------------------------------------------------
Nicola Clark at The New York Times reports that Air France pilots
rejected a proposal from management on Monday, Sept. 22, and
vowed to extend indefinitely a strike that has grounded tens of
thousands of passengers over the last week and threatens to wipe
out tens of millions of dollars in revenue.

According to The New York Times, in a statement, the Air France
branch of the French National Union of Airline Pilots dismissed
an offer by the management of Air France-KLM, the French-Dutch
group, to postpone the implementation of a new European strategy
until the end of this year as "unacceptable."

The union, which represents 80% of Air France's 3,800 pilots,
called the company's latest proposal a "smoke screen" that
offered no new guarantees and failed to address pilots' concerns
that their jobs risked being outsourced to lower-wage countries
in Europe, The New York Times relates.

Acknowledging that the daily cost of the strike, which began on
Sept. 15, had now reached as much as EUR20 million, or US$26
million, Air France-KLM outlined what it called its final offer
on Monday: a three-month delay to a plan to add new European
bases outside France and the Netherlands for its low-cost
subsidiary, Transavia, The New York Times relays.

Speaking at a briefing in Paris to explain management's proposal,
Alexandre de Juniac, the chief executive of Air France-KLM,
seemed caught off guard by the union's swift rejection of the
offer and its vow to continue its strike beyond an extended
Friday deadline voted by union members over the weekend, The New
York Times notes.

With the talks still deadlocked, Air France, as cited by The New
York Times, said it expected to cancel 52% of its flights
worldwide on Sept. 23, after canceling 58% of scheduled flights
on Sept. 22.

The strike, which is already one of the longest faced by the
French airline in several years, has so far grounded more than
3,000 flights and disrupted the travel plans of more than 400,000
passengers, The New York Times discloses.

According to BBC News, Alain Vidalies, France's transport
minister, told France Info radio "There must be a positive
approach in this situation, otherwise I think that it's the fate
of the company that could be at stake".

Air France is the French flag carrier headquartered in Tremblay-
en-France.  It is a subsidiary of the Air France-KLM Group and a
founding member of the SkyTeam global airline alliance.


CGG S.A.: Moody's Affirms Ba3 Corp. Family Rating; Outlook Neg.
---------------------------------------------------------------
Moody's Investors Service has changed to negative from stable the
outlook of CGG S.A. and its subsidiaries. Concurrently, the Ba3
corporate family rating (CFR) and all other ratings of the group
have been affirmed.

Ratings Rationale

Due to ongoing soft market conditions, CGG reported weaker-than-
expected operating performance for the first half of the year. A
focus on returns and cash flow growth by the oil majors has led
to cautious seismic spending since the end of the second quarter
of 2013 leading to lower pricing. Whilst the long term outlook
for the seismic industry remains positive based on the likely
continuation of exploration activity into deeper waters, Moody's
expects the current challenging backdrop to persist for a longer
period of time than initially anticipated and that as a result
the group's high leverage may not reduce to a level more
commensurate with its current ratings over the next 12 to 18
months.

CGG's leverage, as measured by adjusted debt to EBITDA minus
multi-client amortization, stood at 6.1x for the LTM ending June
2014 compared to 4.7x at year-end 2013. Moody's previously stated
that a downgrade of the CFR could occur in the event of
continuing deterioration in operating performance resulting in
leverage sustainably above 4.5x.

More positively, the ratings also reflect (i) the group's
position as leader in seismic equipment and among the two largest
players in marine seismic services worldwide; (ii) its geographic
diversification; and (iii) its good liquidity position.

Additionally, Moody's views the capacity reduction in the
industry led by CGG and its main peers as positive but also
believes that it only reflects a stronger-than-expected
deterioration in market conditions compared to at the start of
the year.

What Could Change The Rating -- DOWN

A downgrade of the CFR could occur in the event of limited
improvement in operating performance, resulting in Moody's
expectation that leverage will fail to fall towards 4.5x over the
next 12 to 18 months and/or weakening liquidity position. Moody's
could also consider downgrading the ratings in event of any
material acquisitions or change in financial policy.

What Could Change The Rating -- UP

Given the negative outlook, positive pressures are unlikely in
the near term but could arise in the event of material
improvements in profitability translating into leverage falling
towards 3x on a sustained basis. Any potential upgrade would also
include an assessment of market conditions and the company's
success in achieving its portfolio rebalancing.

Principal Methodologies

The principal methodology used in these ratings was Global
Oilfield Services Rating Methodology published in December 2009.
Other methodologies used include Loss Given Default for
Speculative-Grade Non-Financial Companies in the U.S., Canada and
EMEA published in June 2009.

CGG ranks among the top three players in the seismic industry. It
is listed on both Euronext Paris and the New York Stock Exchange,
with a market capitalization of EUR1.4 billion as of
September 19, 2014.



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I R E L A N D
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IRELAND: SME Turnaround Fund to be Liquidated Late in the Year
--------------------------------------------------------------
InsolvencyJournal.ie reports that a fund set up to invest in
underperforming small and medium sized businesses in Ireland,
referred to as the "SME Turnaround Fund," would be wound down in
December after failing to find any company to invest in over two
years.

InsolvencyJournal.ie recounts that in January 2013, Ireland's
National Pensions Reserve Fund (NPRF) announced investment
commitments to a set of three new long-term funds to provide
equity, credit and restructuring/recovery investment for Irish
small and medium sized businesses (SMEs) and mid-sized
corporates.  One of these funds was the SME Turnaround Fund where
NPRF and Better Capital committed EUR50 million each, the report
discloses.

According to InsolvencyJournal.ie, the original press release
stated that the SME Turnaround Fund would "invest in
underperforming businesses which are at or close to the point of
insolvency but have the potential for financial and operational
restructuring.  Typically 40% of the capital invested by the fund
will be used to buy the business and 60% will be used to finance
the turnaround in order to place it on a sustainable long-term
footing".

The National Treasury Management Agency (NTMA) said the fund had
been set up with a lifespan of two years, with the intention of
investing in distressed firms but that positive changes in the
economy meant it saw few potential investments.

Commenting on this, David Van Dessel, Partner Restructuring
Services at Deloitte, as cited by InsolvencyJournal.ie, said: "It
is disappointing to read that no SME benefited from what was an
excellent idea.  However, perhaps a similar fund could be
considered by the Government, perhaps again in conjunction with
the NPRF and the Private Equity community, that would push the
limits of the investment criteria to include investing in
companies that want to avail of the examinership process but do
not have sufficient working capital to fund a realistic
settlement offer to its creditors.  Within such a process the
fund could make available the necessary funding necessary to
deliver a successful examinership for struggling SME's and in
return could take a suitable equity stake in the restructured SME
company.  By defining the investment strategy around SME
restructuring, in particular Examinership, perhaps the SME
community might better understand what the fund is trying to
achieve."



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I T A L Y
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CHIL: Italian PM's Father Under Bankruptcy Fraud Probe
------------------------------------------------------
Xinhua News Agency reports that Tiziano Renzi, the father of
Italian Prime Minister Matteo Renzi, has been put under
investigation on suspicion of bankruptcy fraud.

Prosecutors in the northern city of Genoa have opened a probe
into the failure in 2013 of Chil started by the prime minister's
father years before, Xinhua relates.

Chil was found by prosecutors to bear the names of Matteo Renzi
and of his sisters between 1999 and 2004, Xinhua says, citing
Genoa-based Il Secolo XIX newspaper.

Chil reportedly achieved a EUR7 million (US$9 million) turnover
in 2007, before a branch of it was turned into a new company
while the other branch was sold to an entrepreneur in Genoa
before going bankrupt, Xinhua relays.

According to Xinhua, Il Secolore XIX said that the investigation
was opened some months ago and involved two other people besides
Mr. Renzi's father.

Chil was a newspaper distribution and advertising firm.


IMSER SECURITISATION 2: S&P Withdraws 'BB+' Ratings on 5 Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its credit ratings on
Imser Securitisation 2 S.r.l.'s notes following their full
redemption.

S&P has withdrawn all of its ratings in this transaction
following the receipt of the Sept. 2014 cash management report,
which confirms that all remaining classes of notes were fully
repaid.

Imser Securitisation 2 was an Italian commercial mortgage-backed
securities (CMBS) transaction that closed in 2006.

RATINGS LIST

Imser Securitisation 2 S.r.l.

EUR1.036 bil commercial mortgage-backed fixed- and
floating-rate notes

                                       Rating
Class           Identifier             To               From
A2a             IT0004082720           NR               A+ (sf)
A2b             IT0004082746           NR               A+ (sf)
A3a             IT0003382972           NR               A+ (sf)
A3b             IT0004082753           NR               A+ (sf)
B1              IT0003383129           NR               BB+ (sf)
B2              IT0004082761           NR               BB+ (sf)
B3              IT0004082779           NR               BB+ (sf)
B4              IT0004082787           NR               BB+ (sf)
B5              IT0003383228           NR               BB+ (sf)

NR--Not Rated.


* ITALY: Company Bankruptcies Up 14.3% in Second Quarter 2014
-------------------------------------------------------------
ANSA, citing data released by market-research agency Cerved on
Sept. 23, reports that bankruptcies in recession-hit Italy
increased 14.3% in the second quarter of 2014 with respect to the
same period last year, with 4,241 going to the wall between April
and June.

Cerved added that there were 8,120 bankruptcies in the first half
of this year, up 10.5% on the same period in 2013 and the highest
level since it started collecting data on this subject in 2001,
ANSA relates.

Italy unexpectedly slipped into its third recession since the
start of the global economic crisis in 2008 in the first half of
this year, ANSA relays.

"We are going through a very delicate period for the system of
Italian small and medium-sized enterprises," ANSA quotes Cerved
CEO Gianandrea De Bernardis as saying.  "The new recession is
pushing companies out of the market that had successfully
overcome the first phase of the crisis and are now paying the
price both of the credit crunch and of demand that has been
stagnant for too long."



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N E T H E R L A N D S
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MUNDA CLO I: Moody's Lowers Rating on Class E Notes to 'B3'
-----------------------------------------------------------
Moody's Investors Service announced that it has upgraded the
ratings on the following notes issued by Munda CLO I B.V.:

EUR243.95M (currently EUR232.7m outstanding) Class A-1 Senior
Secured Floating Rate Notes due 2024, Upgraded to Aaa (sf);
previously on Aug 5, 2011 Upgraded to Aa1 (sf)

EUR200M (currently EUR190.8m outstanding) Class A-2 Senior
Secured Delayed Draw Floating Rate Notes due 2024, Upgraded to
Aaa (sf); previously on Aug 5, 2011 Upgraded to Aa1 (sf)

EUR61.75M Class B Senior Secured Floating Rate Notes due 2024,
Upgraded to A2 (sf); previously on Aug 5, 2011 Upgraded to A3
(sf)

EUR27.3M Class C Senior Secured Deferrable Floating Rate Notes
due 2024, Upgraded to Baa2 (sf); previously on Aug 5, 2011
Upgraded to Baa3 (sf)

Moody's downgraded the ratings on the following notes issued by
Munda CLO I B.V.:

EUR27.3M (currently EUR26.1m outstanding) Class E Senior Secured
Deferrable Floating Rate Notes due 2024, Downgraded to B3 (sf);
previously on Aug 5, 2011 Upgraded to B2 (sf)

Moody's also affirmed the ratings on the following notes issued
by Munda CLO I B.V.

EUR27.95M Class D Senior Secured Deferrable Floating Rate Notes
due 2024, Affirmed Ba2 (sf); previously on Aug 5, 2011 Upgraded
to Ba2 (sf)

Munda CLO I B.V., issued in December 2007, is a Collateralised
Loan Obligation ("CLO") backed by a portfolio of mostly high
yield European senior secured loans. The portfolio is managed by
Cohen & Company Financial Limited. This transaction passed its'
reinvestment period in January 2014.

Ratings Rationale

According to Moody's, the upgrades of Class A, Class B and Class
C notes result from benefit of modelling actual credit metrics
following the expiry of the reinvestment period in January 2014
as well as a modest improvement in credit metrics of the
underlying portfolio over the last year.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed
that the deal will benefit from a shorter amortisation profile
and higher spread levels compared to the levels assumed prior the
end of the reinvestment period in January 2014.

The credit quality has slightly improved as reflected in the
average credit rating of the portfolio (measured by the weighted
average rating factor, of WARF) and the proportion of securities
from issuers with ratings of Caa1 or lower has decreased. As of
the trustee's August 2014 report, the WARF was 2506, compared
with 2526 in August 2013 whilst, securities with ratings of Caa1
or lower by Moody's currently make up approximately 7% of the
underlying portfolio, versus 8.3% in August 2013.

The downgrade of the Class E notes results primarily from an
increase in the defaulted par, as percentage of the total par,
which has lead to a decrease in the Class E overcollateralization
ratio (or "OC ratio") over the last year. The defaulted par as
reported by the trustee increased to EUR 21.6m (or 3.7%) in
August 2014 from EUR 2.2m (or 0.4%) a year ago. As a result, per
the August 2014 trustee report, the Class E OC ratio fell to
104.16%, from the August 2013 level of 105.35%.

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 analysed the underlying collateral pool as having a
performing par and principal proceeds balance of approximately
EUR 581.3 million, defaulted par of EUR 23.6 million, a weighted
average default probability of 18.89% (consistent with a WARF of
2636 with a weighted average life of 4.6 years), a weighted
average recovery rate upon default of 40.8% for a Aaa liability
target rating, a diversity score of 39 and a weighted average
spread of 3.22%.

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 7.4% of obligors in Italy, whose LCC is A2 and 19.4%
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 6.57% for the Class A1, Class A2,
1.52% for the Class B notes and 0% for the Class C, Class D and
Class E 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 that 74.6% of the portfolio exposed to senior
secured corporate assets would recover 50% upon default, while
the remainder non first-lien loan corporate assets would recover
15%. In each case, historical and market performance 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 a 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
0.7% of the portfolio, which could make refinancing difficult.
Moody's ran a model in which it raised the base case WARF to 2667
by forcing ratings on 50% 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 and 2) the concentration of lowly- rated debt
maturing between 2014 and 2015, which may create challenges for
issuers to refinance. CLO notes' performance may also be impacted
either positively or negatively by 1) the manager's investment
strategy and behaviour and 2) divergence in the legal
interpretation of CDO documentation by different transactional
parties due to because of embedded ambiguities.

Additional uncertainty about performance is due to the following:

1) Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation 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 amortisation would usually benefit the
ratings of the notes beginning with the notes having the highest
prepayment priority.

2) 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-
collateralisation 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
analysed 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.

3) Around 23% of the collateral pool consists of debt obligations
whose credit quality Moody's has been assessed by using credit
estimates.

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.


STORM 2014-III: Fitch Rates 2 Note Classes 'BB+(EXP)sf'
-------------------------------------------------------
Fitch Ratings has assigned Storm 2014-III B.V.'s EUR notes
expected ratings, as follows:

EUR Class A1 floating-rate notes: 'AAA(EXP)sf'; Outlook Stable
EUR Class A2 floating-rate notes: 'AAA(EXP)sf'; Outlook Stable
EUR Class B floating-rate notes: 'AA+(EXP)sf'; Outlook Stable
EUR Class C floating-rate notes: 'A-(EXP)sf'; Outlook Stable
EUR Class D floating-rate notes: 'BB+(EXP)sf'; Outlook Stable
EUR Class E floating-rate notes: 'BB+(EXP)sf'; Outlook Stable

The RMBS notes are backed by Dutch prime mortgages originated by
Obvion N.V.

The final ratings are contingent on the receipt of final
documents conforming to information already reviewed.

Key Rating Drivers

Concentrated Counterparty Exposure
This transaction relies strongly on the creditworthiness of
Rabobank (AA-/Negative/F1+), whose role in the transaction ranges
from collection account provider, issuer account provider, cash
advance facility provider to commingling guarantor. In addition,
it acts as back-up swap counterparty.

NHG Loans
The portfolio comprises 33.9% of loans that benefit from the
national mortgage guarantee scheme (Nationale Hypotheek Garantie
or NHG). No reduction in foreclosure frequency for the NHG loans
was applied since historical data provided did not show a clear
pattern of lower defaults for NHG loans. Fitch was also provided
with data on historical claims, which enabled the agency to
determine a compliance ratio assumption. Fitch also reviewed the
transaction without giving any credit to the NHG guarantee and
found the ratings on the class A notes to be identical.

Standard Portfolio Characteristics
The portfolio is 68 months into seasoning and consists of prime
residential mortgage loans, with a weighted average (WA) original
loan-to-market-value (OLTMV) of 88% and a WA debt-to-income ratio
(DTI) of 28.8%, both of which are typical for Fitch-rated Dutch
RMBS transactions. The purchase of further advances into the pool
is allowed after closing, subject to certain conditions.

Robust Performance
Past performance of transactions in the STORM series as well as
data received on Obvion's loan book indicate robust historical
performance in terms of low arrears and small losses. Loans that
are 90+ days in arrears on Obvion's mortgage book have increased
to 0.7% at end-June 2014 from 0.3% at end-September 2011. While
high relative to historical levels, arrears remain low in
absolute terms.

Rating Sensitivities

Material increases in the frequency of defaults and loss severity
on defaulted receivables could produce loss levels larger than
Fitch's expectations, which in turn may result in negative rating
actions on the notes. Stressing our 'AAA' assumptions by 30% for
both weighted average foreclosure frequency and recovery rate
could result in a downgrade of the class A notes to
'BBB+(EXP)sf'.


SWETS: Files for Bankruptcy After Covenant Breach Concerns
----------------------------------------------------------
The Bookseller, citing German book trade magazine Boersenblatt,
reports that Swets is insolvent and has filed for bankruptcy.

The German arm of the parent company, Swets & Zeitlinger Group
B V, was granted preliminary bankruptcy protection by an
Amsterdam court on Sept. 22, according to the Boersenblatt
report, and will have its payment obligations to creditors,
mainly publishers, frozen, Bookseller relates.  JLM Groenewegen
has been appointed as liquidator, Bookseller discloses.

There were ongoing concerns about the group failing to meet its
covenant requirements related to long term financing, Bookseller
notes, citing the company's annual report for 2013.

"As a consequence of this breach, the syndicate and Intermediate
Capital Group (both indicated as 'the lenders') are entitled to
demand immediate repayment.  At the moment of signing of the
financial statements 2013, the lenders have not accelerated
repayment of any of the loans.  Since Swets Group is currently
unable to fulfil such a potential demand, there is a material
uncertainty regarding the continuity of Swets Group and its
subsidiaries," Bookseller quotes the company as saying.

Swets is a Netherlands-based information services provider.
Founded in 1901, it has local offices in 27 countries, including
the UK.



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P O R T U G A L
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BANCO ESPIRITO: Fosun Joins Bidding for War for Fidelidade
----------------------------------------------------------
Josh Noble and Jennifer Hughes at The Financial Times report that
Chinese conglomerate Fosun has entered the bidding war for
Espirito Santo Saude, offering US$580 million for the Portuguese
hospital operator.

Fidelidade, the Portuguese insurer and a Fosun subsidiary, is
offering EUR4.72 a share for the healthcare business, the FT
says, citing a statement to the Hong Kong stock exchange on
Sept. 23.

Fosun said the bid represents a premium of 31% above the average
share price over the previous six months, the FT notes.

ESS is 51%-owned by Espirito Santo group, the troubled family
company that controls Portuguese lender Banco Espirito Santo.

BES narrowly avoided collapse in August due to a rescue package
that split the bank in two, the FT recounts.  The overhaul came
after it reported a EUR3.6 billion loss in the first half and
impairments of EUR4.25 billion, both related to its exposure to
the Espirito Santo group, the FT relays.

The offer from China's largest privately held conglomerate trumps
the previous top bid of EUR4.50 a share by Mexico's Grupo
Angeles, the FT states.  Jose de Mello Saude -- a local rival to
ESS -- has also submitted an offer for the business, the FT
discloses.

                   About Banco Espirito Santo

Banco Espirito Santo is a private Portuguese bank based in
Lisbon, Portugal.  It is 20% owned by Espirito Santo Financial
Group.

In August 2014, Banco Espirito Santo had been split into "good"
and "bad" banks as part of a EUR4.9 billion rescue of the
distressed Portuguese lender that protects taxpayers and senior
creditors but leaves shareholders and junior bondholders holding
only toxic assets.  A total of EUR4.9 billion in fresh capital is
being injected into this "good bank", which will subsequently be
offered for sale.  It has been renamed "Novo Banco", meaning new
bank, and will include all BES's branches, workers, deposits and
healthy credit portfolios.

In August 2014, Espirito Santo Financial Portugal, a unit fully
owned by Espirito Santo Financial Group, filed under Portuguese
corporate insolvency and recovery code.

Also in August 2014, Espirito Santo Financiere SA, another entity
of troubled Portuguese conglomerate Espirito Santo International
SA, filed for creditor protection in Luxembourg.

In July 2014, Portuguese conglomerate Espirito Santo
International SA filed for creditor protection in a Luxembourg
court, saying it is unable to meet its debt obligations.

                       *     *     *

On Aug. 15, 2014, The Troubled Company Reporter reported that
Standard & Poor's Ratings Services affirmed and then suspended
its 'C' ratings on two short-term certificate of deposit programs
and one commercial paper program originally issued by Portugal-
based Banco Espirito Santo S.A. (BES).  As S&P publically
communicated on Aug. 8, 2014, most of BES' senior unsecured debt
has been transferred to newly formed Novo Banco S.A. (not rated)
as part of BES' resolution proceedings.  S&P currently does not
have satisfactory information to perform its ratings analysis on
these debt instruments, and S&P is therefore suspending its
ratings on them.

The TCR, on Aug. 14, 2014, also reported that Moody's Investors
Service has assigned debt, deposit ratings and a standalone bank
financial strength rating (BFSR) to the newly established
Portuguese entity Novo Banco, S.A., in response to the transfer
of the majority of assets, liabilities and off-balance sheet
items from Banco Espirito Santo, S.A. (BES), together with the
banking activities of this bank. The following ratings have been
assigned: (1) long- and short-term deposit ratings of B2/Not-
Prime; (2) a standalone BFSR of E (equivalent to a ca baseline
credit assessment [BCA]).



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


KUZBASSRAZREZUGOL OJSC: Moody's Cuts CFR to 'B3'; Outlook Neg.
--------------------------------------------------------------
Moody's Investors Service has downgraded Coal Company
KuzbassRazrezUgol, OJSC's (KRU) corporate family rating (CFR) to
B3 from B2, reflecting Moody's expectation of deterioration in
Moody's-adjusted leverage metrics in particular owing to
prolonged softness in steam coal prices in the export market and
falling demand in the more profitable domestic market. The
Probability of Default Rating (PDR) is affirmed at B3-PD. The
outlook has been changed to negative from stable.

"Deterioration in steam coal prices in the export markets and
sluggish demand in the domestic market will likely continue to
negatively affect the company's financial metrics over the next
12 to 18 months," says Denis Perevezentsev, lead analyst at
Moody's. "The company's weak liquidity, which is reliant on
short-term bank facilities as well as a substantial guarantee
provided to the company's related party, also constrains the
company's credit profile and rating."

Ratings Rationale

KRU's downgrade reflects Moody's expectation of higher reliance
on exports linked to relatively weak steam coal prices, which
fell sharply during the past two years. These factors will likely
cause the company's debt metrics to rise: Moody's projects that
the adjusted debt-to-EBITDA will inch toward 4.0x in 2014-2015
(not taking into consideration guarantee provided to the related
party), up from 3.1x in 2013 and 1.8x in 2012.

In order to compensate for lower demand in the domestic market,
KRU significantly increased its share of export sales over the
past two years, to 76 percent in H1 2014 from 56 percent in 2012.
Meanwhile, benchmark spot pricing for steam coal (Newcastle FOB
Australia) has fallen significantly, to around $65/tonne in
September 2014 from $90/tonne in Q1 2013.

Growing exports, which has become less profitable on lower sea-
borne prices and substantial transportation costs, translated in
the company's Moody's adjusted EBIT margin falling to 11% in 2013
from 28% in 2012. Moody's expects, that EBIT margin may
moderately contract to around 10% in 2014 without improving in
2015 unless sea-borne steam coal prices recover or domestic
demand picks up again.

Another driver behind KRU's rating downgrade is the company's
fairly tight liquidity profile. Although the company successfully
reduced its short-term debt at year-end 2013 to about 46 percent
of total debt compared with 62 percent in 2012, the share is
still sizeable.

During 2014 the company has successfully renegotiated its
covenants including net debt/EBITDA of not more than 5.0x from Q3
2014 and EBITDA/interest expense of not less than 3.0x,
calculated quarterly based on financial statements prepared in
accordance with Russian Accounting Standards. In Q1 2014 the
company exceeded its net debt/EBITDA covenant of 3.7x, but
successfully reset this covenant to a more comfortable level as
described above with its relationship bank, which requested
additional security in the form of guarantee from the parent
company OAO UMMC. The track-record of maintaining access to bank
financing including the renegotiation of covenants contributed to
the affirmation of the PDR at B3-PD. In April 2014 KRU provided a
guarantee in relation to its related party OOO UMMC-Holding under
a credit facility from one of its relationship state-owned bank.
The credit line amounts to $1.25 billion and matures in December
2019. Moody's considers this guarantee provided to third parties
as a debt-like item, which negatively impacts Moody's assessment
of the company's adjusted leverage. Moody's rating assessment
does not factor in the credit strength of the shareholder in its
analysis.

More positively, Moody's notes that ruble devaluation has
positively contributed to KRU's cash costs and improved its
competitiveness in the export markets. KRU also has a proven
track record of extending its maturities in due course and has
very good access to its relationship state-owned and private
Russian banks, which Moody's expects to continue into the future.
Inter alia, in September 2014 the company signed a RUB5 billion
long-term credit facility, which will be partially used in
refinancing its short term foreign currency obligations.

Finally, Moody's expect that KRU's capex will remain similar to
the 2013 level over the next 12 months, which will help to
support the company's free cash flows. Moody's expect the latter
to remain positive despite the weak market outlook. The company
substantially cut its capex to $180 million in 2013 from $722
million in 2012, following the completion of a major development
programme.

Rationale For Negative Outlook

The negative outlook reflects the continued pressure on KRU's
credit metrics driven by the persistent decline in thermal coal
prices in the export markets since 2012, falling demand in the
domestic market, and takes into account Moody's expectation that
coal prices will remain under pressure over the next 12 months,
offsetting the benefits of ruble devaluation. It also reflects
potential additional support to the related party, which cannot
be assessed at this point.

What Could Change The Rating Down / Up

Moody's could downgrade the rating if, as a result of a sizeable
increase in KRU's absolute level of debt or fall in profitability
of operations, the company's leverage were to rise such that
Moody's adjusted debt/EBITDA exceeded 4.0x in 2014 (excluding
guarantees provided in relation to third parties), or more than
7.5x in 2014 (including the guarantee to the related party) or if
Moody's adjusted EBIT margin contracts to below 8% and
EBIT/Interest expense deteriorates towards1.5x on a sustained
basis. Loss of access to relationship banks financing including
difficulties with refinancing upcoming maturities would also
exert a negative pressure on the ratings.

Given the negative outlook on the rating and the low transparency
in the transactions with related parties, an upgrade is unlikely
over the foreseeable future. To consider a rating upgrade,
Moody's would require evidence that KRU had materially
strengthened its liquidity management as well as improved its
financial leverage, as reflected by Moody's adjusted debt/EBITDA
sustainably below 2.5x (excluding guarantees provided in relation
to third parties) or less than 6x (including the guarantee), EBIT
margin above 10% and EBIT/Interest expense above 2.0x.
Cancellation of the guarantee could be a credit positive.

Principal Methodology

The principal methodology used in this rating was Global Mining
Industry published in August 2014.

KRU is Russia's second-largest coal producer and exporter and the
country's largest open-pit coal mining company in production
volume terms. The company has 2.5 billion tonnes of proven and
probable reserves, or a reserve life of approximately 50 years.
In 1H 2014 it sold around 21 million tonnes (mt) (2013: 40.8 mt)
of coal (including 2.1 mt of coking coal), 76 percent of which
was exported, mostly to Europe and South East Asia. The majority
of mined coal (approximately 90 percent in volume terms) is steam
coal. In 2013, the company reported revenue of RUB52.7 billion
($1.7 billion, a 21% fall year-on-year) and EBITDA of RUB12.7
billion ($398 million, a 49% fall year-on-year) based on audited
consolidated financial statements in accordance with
International Financial Reporting Standards (IFRS). KRU only
reports its IFRS financial results on an annual basis. As of 31
December 2013, the company's controlling shareholder was OAO UMMC
(unrated), an entity under the control of a shareholder with
significant influence.



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S P A I N
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ABENGOA GREENFIELD: Moody's Rates EUR500MM Senior Notes '(P)B2'
---------------------------------------------------------------
Moody's Investors Service has assigned a (P)B2 (LGD3, 47%) rating
to the proposed EUR500 million senior unsecured notes due 2019
that are to be issued by Abengoa Greenfield and guaranteed by
Abengoa S.A. The notes are expected to be issued in tranches
denominated in US-Dollars and Euros. The (P)B2 instrument ratings
reflect the notes' pari passu ranking with existing senior
unsecured debt that also benefit from a parent guarantee of
Abengoa S.A. and material operating subsidiaries' guarantees.

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

Ratings Rationale

Abengoa plans to use the proceeds to pre-finance future
environmentally friendly concession projects, until the long-term
funding associated to those projects is obtained. Notwithstanding
this, Abengoa remains committed to limit its gross corporate
capex that include equity contributions to the concession
business, to EUR450 million in 2014, which should help to bring
corporate free cash flow to around breakeven in 2014 (this
excludes the proceeds from the IPO of a minority stake in Abengoa
Yieldco in 2Q 2014). Abengoa has also recently announced its
intention to limit net corporate capex (i.e. including equity
released from concessions) to EUR150-200 million in 2015.

The planned issuance has limited impact on credit metrics. The
pro-forma gross corporate leverage for last-12-months to June
2014 period, as reported by Abengoa, increases to 7.3x from 6.8x.
The net corporate leverage (2.5x for last-12-months to June 2014
period, as reported by Abengoa) remains unchanged as we expect
that the proceeds will initially be added to Abengoa's cash
balance, and the rating agency expect it to move towards 2.0x by
the end of 2014, reflecting the seasonality of cash flow
generation, with working capital typically being released in the
second half of a financial year.

At the moment Abengoa S.A.'s corporate family rating (CFR) is
strongly positioned in B2 category. Abengoa's ratings could be
upgraded if Abengoa reduces leverage on a sustainable basis, as
evidenced by: (1) Abengoa's reported net corporate debt/EBITDA at
or below 3.0x; (2) reported gross corporate debt /EBITDA moving
below 5.5x; and (3) Moody's-adjusted net debt/EBITDA moving
comfortably below 7.0x. In addition, rating upward pressure would
require further improvements in its liquidity profile with a more
balanced debt maturity profile and evidence that the group can
generate positive free cash flow on a corporate level.

Abengoa's ratings could be downgraded if the company's liquidity
profile worsens or if the company fails to reduce Moody's
adjusted net consolidated debt/EBITDA to around 8.0x in the next
12 months. In the event of any of the above, Moody's would take
into account the quality of Abengoa's investments, its financial
strategy and the maturity of its concession portfolio.

The principal methodology used in this rating was Global
Manufacturing Companies published in July 2014. Other
methodologies used include Loss Given Default for Speculative-
Grade Non-Financial Companies in the U.S., Canada and EMEA
published in June 2009.

Abengoa is a vertically integrated environment and energy group
whose activities range from engineering & construction, utility-
type operation (via concessions) of thermal-solar energy plants,
electricity transmission networks and water treatment plants to
industrial production of biofuels. Headquartered in Seville,
Spain, Abengoa generated EUR7.4 billion of revenues in 2013.


TDA IBERCAJA 3: Moody's Affirms 'Ca' Rating on Class D Notes
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of 11 notes
and confirmed the ratings of 3 notes in four Spanish residential
mortgage-backed securities (RMBS) transactions: TDA Ibercaja 1,
FTA, TDA Ibercaja 3, FTA, TDA Ibercaja 4, FTA and TDA Ibercaja
ICO-FTVPO, FTH. Moody's also affirmed 2 notes as part of the
review.

The rating action concludes the review of 12 notes placed on
review on 17 March 2014, following the upgrade of the Spanish
sovereign rating to Baa2 from Baa3 and the resulting increase of
the local-currency country ceiling to A1 from A3. The sovereign
rating upgrade reflected improvements in institutional strength
and reduced susceptibility to event risk associated with lower
government liquidity and banking sector risks.

Please refer to the end of the Ratings Rationale section for a
list of affected ratings.

Ratings Rationale

The rating action reflects (1) the increase in the Spanish local-
currency country ceiling to A1 and (2) increase of credit
enhancement in the affected transactions; for the revised rating
levels.

-- Reduced Sovereign Risk

The Spanish sovereign rating was upgraded to Baa2 in February
2014, which resulted in an increase in the local-currency country
ceiling to A1. The Spanish country ceiling, and therefore the
maximum rating that Moody's will assign to a domestic Spanish
issuer including structured finance transactions backed by
Spanish receivables, is A1(sf).

-- Credit Enhancement

The continuous deleverage combined with the absence of unpaid
Principal Deficiency Ledger (PDL) and a fully funded reserve fund
available to cover credit loss at maturity contributed to the
build-up in available credit enhancement in the transactions.

The increase of credit enhancement combined with the reduction in
sovereign risk has prompted the upgrade of the senior notes in
TDA Ibercaja 1, TDA Ibercaja 3 and Ibercaja ICO-FTVPO and all
notes in TDA Ibercaja 4.

-- Key collateral assumptions

The key collateral assumptions have not been updated as part of
this review. The performance of the underlying asset portfolios
remain in line with Moody's assumptions.

-- Exposure to Counterparties

Moody's rating analysis also took into consideration the exposure
to key transaction counterparties including the roles of
servicer, account bank, and swap provider.

The conclusion of the rating review reflects the exposure to
Ibercaja Banco SA (Ba3/NP), Barclays Bank PLC (A2/P-1) and Banco
Santander S.A. (Spain) (Baa1/P-2) acting respectively as
servicer, issuer account bank and swap counterparty.

Principal Methodology

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
March 2014.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) further reduction in sovereign risk, (2)
performance of the underlying collateral that is better than
Moody's expected, (3) deleveraging of the capital structure and
(4) improvements in the credit quality of the transaction
counterparties.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk, (2)
performance of the underlying collateral that is worse than
Moody's expects, (3) deterioration in the notes' available credit
enhancement and (4) deterioration in the credit quality of the
transaction counterparties.

List of Affected Ratings:

Issuer: TDA IBERCAJA 1, FONDO DE TITULIZACION DE ACTIVOS

EUR 577.2M Class A Notes, Upgraded to A2 (sf); previously on
Mar 17, 2014 Baa1 (sf) Placed Under Review for Possible Upgrade

EUR 15.3M Class B Notes, Upgraded to Ba1 (sf); previously on
Mar 17, 2014 Ba2 (sf) Placed Under Review for Possible Upgrade

EUR 3.6M Class C Notes, Confirmed at Ba3 (sf); previously on
Mar 17, 2014 Ba3 (sf) Placed Under Review for Possible Upgrade

EUR 3.9M Class D Notes, Confirmed at B1 (sf); previously on
Mar 17, 2014 B1 (sf) Placed Under Review for Possible Upgrade

Issuer: TDA IBERCAJA 3, FONDO DE TITULIZACION DE ACTIVOS

EUR 960M Class A Notes, Upgraded to A3 (sf); previously on
Mar 17, 2014 Baa1 (sf) Placed Under Review for Possible Upgrade

EUR 32.5M Class B Notes, Confirmed at B1 (sf); previously on
Mar 17, 2014 B1 (sf) Placed Under Review for Possible Upgrade

EUR 7.5M Class C Notes, Affirmed Caa1 (sf); previously on May 3,
2013 Downgraded to Caa1 (sf)

EUR 7M Class D Notes, Affirmed Ca (sf); previously on May 3,
2013 Downgraded to Ca (sf)

Issuer: TDA IBERCAJA 4, FONDO DE TITULIZACION DE ACTIVOS

EUR 250M Class A1 Notes, Upgraded to A3 (sf); previously on
Mar 17, 2014 Baa1 (sf) Placed Under Review for Possible Upgrade

EUR 819.4M Class A2 Notes, Upgraded to A3 (sf); previously on
Mar 17, 2014 Baa1 (sf) Placed Under Review for Possible Upgrade

EUR 270.4M Class A3PAC Notes, Upgraded to A1 (sf); previously on
Mar 17, 2014 A3 (sf) Placed Under Review for Possible Upgrade

EUR 14M Class B Notes, Upgraded to Ba1 (sf); previously on
Mar 17, 2014 Ba2 (sf) Placed Under Review for Possible Upgrade

EUR 28M Class C Notes, Upgraded to Ba3 (sf); previously on
Mar 17, 2014 B2 (sf) Placed Under Review for Possible Upgrade

EUR 11.2M Class D Notes, Upgraded to B3 (sf); previously on
May 3, 2013 Downgraded to Caa1 (sf)

EUR 7M Class E Notes, Upgraded to Caa2 (sf); previously on
May 3, 2013 Downgraded to Caa3 (sf)

Issuer: TDA IBERCAJA ICO-FTVPO, FTH

EUR409.5M Class A (G) Notes, Upgraded to A1 (sf); previously on
Mar 17, 2014 A3 (sf) Placed Under Review for Possible Upgrade



===========================
U N I T E D   K I N G D O M
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CONSOLIDATED MINERALS: S&P Lowers CCR to 'B'; Outlook Negative
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
corporate credit rating on Jersey-incorporated manganese ore
producer Consolidated Minerals Ltd. to 'B' from 'B+'.  The
outlook is negative.

At the same time, S&P lowered its issue rating on the company's
senior secured notes due 2020 to 'B' from 'B+'.  The '3' recovery
rating on these notes remains unchanged.

The downgrade reflects the deterioration S&P sees in ConsMin's
business risk and credit metrics, following the abrupt loss of
its key Chinese customer, Ningxia Tianyuan Manganese Industry
(TMI), which accounted for 70%-75% of the company's manganese
offtake in Ghana.

In addition, manganese ore prices (CIF 46% manganese) have fallen
substantially by about US$1 per dry metric ton unit (dmtu) since
early 2014, and will likely be a mere US$4.60-US$4.65 per dmtu in
the third quarter of 2014 by the company's estimates.

S&P anticipates that ConsMin's second-half performance will be
weak, and it projects adjusted gross debt to EBITDA materially
exceeding 3.0x in 2014 and in the 3.0x-4.0x range in 2015.  S&P
has therefore revised its financial risk profile for ConsMin to
"aggressive" from "significant."

"We think manganese ore prices are unlikely to recover
significantly from the current lows in the coming months, given
soft demand from Chinese steel producers facing tighter credit
conditions and environmental measures that affect their
production rates.  Depressed market sentiment in China has also
pushed steel producers to scale back their manganese ore
purchases. Subsequently, port stocks rose again in the second
quarter to 3.34 million tons, versus 3.18 million tons at the end
of the first quarter.  Competition from South African manganese
ore miners has also increased in the recent quarters, we think,
due to easing logistical constraints. South Africa's manganese
ore exports to China doubled year-on-year in the first half of
2014," S&P said.

Sluggish demand, together with the loss of the TMI contract, will
likely pull down ConsMin's shipments after the 6% drop in the
first half of 2014, owing to adverse weather conditions and
logistics matters.

"We have severely cut our EBITDA expectation for 2014 to below
US$130 million, from US$190 million-US$230 million previously, of
which about US$50 million in the first quarter and US$40 million
in the second quarter already realized.  We assume materially
lower shipments from Ghana in the second half, due to TMI's
unexpected contract termination, and to increased unit cash costs
in Ghana owing to lower volumes and potential new stripping
operations by year end.  In 2015, we assume that ConsMin will
sell some output from Ghana initially destined to TMI to the
market, as the company seeks to adjust its strategy and find new
customers.  Although consequently difficult to project, EBITDA
will likely be in the US$100 million-US$150 million range in
2015, using a US$4.90/dmtu CIF manganese price," S&P said.

"We continue to assess ConsMin's business risk profile as "weak,"
although it has deteriorated, in our view, with the loss of TMI.
We could revise down our assessment to "vulnerable" if the
company's thus far low production costs in Ghana were to rise as
a result of lower volumes and difficulties in finding new end-
customers.  We also factor in ConsMin's relatively high cost
position in Australia despite favorable manganese ore content,
and its limited scale and scope in the context of the wider
mining industry.  We view ConsMin as relatively concentrated in
terms of its asset base, with significant country risk in Ghana,
and in terms of product and end market, with manganese among the
most volatile commodities, mainly exposed to the cyclical steel
industry in China.  We think tensions in Ukraine, ConsMin's
second-largest country exposure (13% of revenues), will likely
have only a limited impact on full-year performance.  On the
positive side, we continue to note the improvement in ConsMin's
cash costs to US$2.38/dmtu in second-quarter 2014, notably at its
Australian mines compared with historical highs.  But possible
stripping operations -- more likely when manganese prices are
low -- could push such unit costs up for full-year 2014," S&P
added.

"Our revision of ConsMin's financial risk profile to "aggressive"
from "significant" factors in the reduced ratio leeway following
the company's 8% US$400 million bond placement in April 2014.  We
also note a potential US$20 million-US$30 million in negative
free operating cash flow (FOCF) in 2014, depending on working
capital developments in the second half and despite management's
cut in capital expenditures.  The negative FOCF also factors in
the US$40 million one-off contract cancellation and litigation
settlement paid mostly in the first half.  We therefore expect
FOCF to recover to positive territory in 2015," S&P noted.

S&P continues to apply a one-notch downward adjustment to the
rating, reflecting its view that ConsMin's business risk profile
stands at the low end of the "weak" category, mainly because of
the historically very high volatility of manganese prices.
Together with the abovementioned negatives weighing on its
business, this could lead us to revise the business risk profile
to "vulnerable."

In S&P's base case, it assumes:

   -- An average manganese price (CIF 46%) of about $4.80/dmtu in
      2014, from $5.10/dmtu previously, and reduced price
      premiums compared with 2013's.  This compares with
      US$5.67/dmtu in the first quarter, US$4.80/dmtu in the
      second quarter, and the US$4.60-US$4.65/dmtu the company
      assumes for the third quarter.

   -- About 1.6 million tons of shipments from Australia in 2014
      and materially less than the 2 million tons of shipments
      S&P previously assumed from Ghana.  S&P expects shipments
      to grow modestly, quarter-on-quarter, from first-quarter
      2015.

   -- Unchanged average cash costs of about US$2.62/dmtu for
      2014.

   -- A cut in capital expenditures of about US$10 million, to
      US$55 million for full-year 2014.

Based on these assumptions, S&P arrives at these credit measures
for ConsMin:

   -- EBITDA in 2014 at less than $130 million, and at $100
      million-$150 million in 2015.

   -- Negative FOCF in 2014, depending on working capital
      movements in the second half.

   -- Adjusted debt to EBITDA of 3.5x-3.7x in 2014, and 3.1x in
      2015.

With material EBITDA stemming from Ghana, S&P considers ConsMin's
exposure to country risk in Ghana to be material.  Still, S&P do
not cap its long-term rating on ConsMin at the level of S&P's
long-term sovereign rating on Ghana (B/Negative/B), because the
company generates still a majority of its EBITDA from its
Australian operations, and has "adequate" liquidity with very
limited debt maturities.

The negative outlook reflects the possibility of a further one-
notch downgrade if ConsMin's adjusted debt to EBITDA approached
4.0x without prospects of improvement, and operations
deteriorated as a result of further downside of manganese ore
prices and/or lower sales, in the absence of realistic
alternatives to overcome the lost TMI contract.

Key risk factors that could prompt a lowering of the ratings
include a material drop in Ghana sales volumes and deteriorating
cash costs.  S&P views a further fall in manganese ore prices as
unlikely at this stage.  An unexpected weakening in liquidity
would also pressure the ratings.

S&P could revise the outlook to stable if market conditions and
ConsMin's operational strategy provide sufficient visibility on
EBITDA in 2015, supported by demand for manganese ore notably
from China, with sufficiently supportive shipments from Ghana and
continued favorable unit cash costs.  Prospects of improvement in
adjusted gross debt to EBITDA to about 3.0x would be commensurate
with the 'B' rating, in S&P's view.


ENTERPRISE INNS: S&P Affirms 'B' CCR; Outlook Stable
----------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' long-term
corporate credit rating on U.K.-based tenanted pub operator
Enterprise Inns PLC (ETI, the company).  The outlook is stable.

"At the same time, we affirmed our 'BB-' issue rating on ETI's
senior secured bonds.  The recovery rating on these bonds is
unchanged at '1', reflecting our expectation of very high (90%-
100%) recovery for senior secured lenders in the event of a
payment default.  We also affirmed our 'B' issue ratings on the
GBP97 million unsecured convertible bond due 2020, issued by
Enterprise Funding Ltd (incorporated in Jersey).  The recovery
rating on these bonds is unchanged at '3', indicating our
expectation of meaningful (50%-70%) recovery for creditors in an
event of default," S&P said.

In addition, S&P assigned its 'BB-' issue rating to ETI's
proposed senior secured bond, an issue of GBP200 million-GBP250
million, due 2023.  The recovery rating of '1' indicates S&P's
expectation of very high (90%-100%) recovery for creditors in an
event of payment default.  S&P understands that ETI will use the
proceeds of the notes to repay part of its GBP600 million senior
secured bond due in 2018.

The affirmation follows the announcement that ETI intends to
issue GBP200 million-GBP250 million in senior secured bonds.  S&P
anticipates that the proposed transaction will not alter its
assessments of ETI's "fair" business risk profile and its "highly
leveraged" financial risk profile.

"We understand that ETI intends to use the proceeds from the
proposed notes to pay part of its GBP600 million senior secured
bond, due in 2018.  At the same time, the company signed a new
GBP138 million revolving credit facility (RCF), of which
approximately GBP87 million will be drawn post-closing to repay
GBP66 million of debt drawn under the existing RCF due in 2016
and to pay approximately GBP20 million of make whole premium to
bondholders.  We believe that the proposed transaction will
improve ETI's capital structure by reducing the refinancing risk.
Previously, the refinancing was mainly concentrated in Dec. 2018,
when GBP600 million of the bonds come due.  Furthermore, the
proposed transaction will enhance the company's liquidity and
reduce borrowing costs," S&P added.

"Finally, we understand that the covenant levels will be reset
under the new newly signed RCF.  Also, the covenants will exclude
dividends received from The Unique Pub Finance Co. PLC (Unique),
which we view positively. (ETI holds a 100% equity stake in
Unique, the ultimate parent of a borrower in a major set of
securitized debt transactions.)  We anticipate that covenant
headroom will be above 15% over the next 12 months, and we have
therefore revised our liquidity assessment to "adequate" from
"less than adequate"," S&P noted.

S&P's base-case assumptions include:

   -- U.K. GDP growth of 2.9% in in 2014 and 2.2% in 2015.  A
      revenue decline of about 2% as a result of the ongoing
      disposals of pubs over the financial year ending Sept. 30,
      2014.  The decline will slow to about 1% in financial year
      2015, thanks to a better economic environment in the U.K.

   -- Growth in like-for-like sales of 1%-2% across the whole
      estate (5,459 pubs as of March 2014) in financial 2014 and
      2015.

   -- A stable reported EBITDA margin at about 48%.

   -- Proceeds of GBP70 million from the disposals of
      underperforming pubs in financial 2014 and 2015, which S&P
      thinks the company will use to cover capital expenditures.

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

   -- Adjusted debt to EBITDA of about 8.5x and funds from
      operations (FFO) to EBITDA interest coverage at about 1.8x
      in financial 2014 and 2015.

   -- Positive free cash flow generation of GBP20 million-GBP30
      million annually in financial 2014 and 2015.

The stable outlook reflects S&P's view that ETI's strategy to
manage its capital structure and its sources of financial
flexibility will likely mitigate structurally declining revenues
and earnings.  S&P anticipates the company will be able to
maintain EBITDA interest coverage close to 2.0x over the next 12
months, a level that we consider commensurate with the current
rating, given the "highly leveraged" financial risk profile and
the "fair" business risk profile.

S&P could lower the ratings if ETI's liquidity were to weaken or
EBITDA interest coverage were to drop to less than 1.5x.  This
could result from revenues and earnings declining beyond S&P's
forecasts, or from Unique entering dividend lock-up.

An upgrade is remote, but would likely result from a sustained
improvement in liquidity or a reduction in adjusted leverage
toward 5.0x on the back of improving operating performance.  S&P
could also raise the rating if the EBITDA interest coverage were
to approach 2.5x.


KEYSTONE MIDCO: Moody's Assigns '(P)B2' Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service has assigned a provisional (P)B2
corporate family rating (CFR) to Keystone Midco Limited (Keystone
Midco), a company which has agreed to acquire Lakeside 1 Limited.
Lakeside 1 Limited is the holding company for Keepmoat, the UK-
based regeneration specialist and homebuilder.

Keystone Midco is indirectly owned by TDR Capital and Sun
Capital. The acquisition is subject to regulatory approval,
amongst other things, and is expected to close in the fourth
quarter of 2014. Concurrently, Moody's has assigned a provisional
(P)B3 rating to the GBP260 million of senior secured notes to be
issued by Keystone Financing PLC (indirectly wholly-owned by
Keystone Midco) to partly fund the transaction. The outlook on
all ratings is stable.

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

The proceeds from the notes issued by Keystone Financing PLC will
be held in an escrow account, which is pledged as security to the
note holders. It will be released from escrow and on-lent via a
proceeds loan to the business upon completion of the acquisition.
In the following, "Keepmoat" or "the company" refers to the post
acquisition group to be headed by Keystone Midco.

Ratings Rationale

The (P)B2 CFR reflects Keepmoat's significant leverage of
estimated 4.7x Debt/EBITDA (as defined by Moody's), for FY2014
and pro-forma for the new capital structure and acquisition. It
also reflects (i) the highly cyclical and competitive nature of
the UK construction and homebuilding markets; (ii) increasing
exposure to somewhat higher risk new build activities for open
market sales; (iii) exposure to budgets of local authorities and
housing associations; and (iv) the sometimes low margins achieved
for example on new build social housing or responsive
maintenance. Demand for Keepmoat's new build houses is also
susceptible to the availability of mortgage financing including
'Help to Buy' schemes and the timing and magnitude of interest
rate increases.

However, the (P)B2 CFR also reflects the company's broad national
footprint and comprehensive service offering to local authorities
and housing associations, which allows the company to bid for
larger, higher margin contracts. In addition, the (P)B2 takes
into account (i) higher stability in the company's refurbishment
activities and its solid order book; (ii) some risk mitigation
through the company's business model, including the extensive use
of sub-contractors in its regeneration division and its
partnership model for new build homes; (iii) the currently
favorable market environment with solid demand for new build
housing; and (iv) increasing demand from housing associations to
develop land portfolios.

Keepmoat's business model involves the extensive use of
subcontractors, which helps to spread the risk related to the
substantial commitments made to registered social landlords
(RSLs). It also provides working capital benefits. However,
Moody's also sees some challenges from the need to price
contracts correctly incorporating subcontractor quotes
adequately, and maintaining comprehensive and effective
monitoring capabilities to make sure subcontractors perform
satisfactorily as Keepmoat ultimately remains the main partner to
the RSLs. At the same time, maintaining good relationships with
subcontractors to ensure availability is vital for Keepmoat,
particularly in times of high construction activity.

As of March 2014, Keepmoat controlled 16,235 plots of land or
around 9 years of supply, of which 38% are in the detailed
planning stage and 27% in the outline planning stage. While this
represents a significant land bank, Keepmoat tends to control
through exclusivity agreements rather than own the plots as a
partner to RSLs and seeks to mitigate upfront cost by agreeing
deferred payment terms. It also benefits from relatively low plot
cost, often developing on brown field sites, which also reduces
upfront cash outlays. Nevertheless, the Homes business tends to
be capital intensive and is likely to grow as the company expands
its new build business, thus requiring increased working capital
outlays, while also carrying some price risk.

Moody's considers the leverage level as high for the business
given its operating risks. The bullet nature of the company's
debt repayment obligations means that the pace of deleveraging
will hinge on the company's ability to execute on its strategy.
This includes growing existing relationships across different
services, expanding regionally in the South of England and
Scotland and ultimately successfully bidding for identified
pipeline contracts at adequate margins in a competitive market
environment.

Moody's also assumes that the integration of Keepmoat and Apollo
(a regeneration specialist) following their merger in FY2012 has
been successfully completed with no additional restructuring
costs required nor any need, for example, to reinforce
operational systems beyond investments required for growth.

Assignment of (P)B3 to Senior Secured Notes

The GBP260 million senior secured notes due 2019 partially fund
the acquisition of Keepmoat by TDR Capital (85%) and Sun Capital
(15%), which is expected to close in the fourth quarter of 2014.
Moody's assigned a (P)B3 to the notes, one notch below the CFR,
reflecting the priority ranking (in case of enforcement) of the
GBP75 million super senior revolving credit facility due 2019 and
the meaningful operating liabilities, such as trade payables.

Following completion, the notes will benefit from security and
guarantees provided by the operating group, which will represent
101% of EBITDA (excl. some loss-making subsidiaries) and 99.5% of
unconsolidated assets. The revolver is borrowed at Keystone Bidco
Limited and will share the security and guarantee package.

Liquidity Profile

Moody's views the liquidity profile of Keepmoat as adequate. The
company exhibits meaningful working capital fluctuation over the
year, which are likely to increase with increasing new build
activity. The business also maintains and uses various surety
lines as necessary in the industry and has access to the GBP75
million revolving credit facility, of which GBP22 million is used
for letters of credit and bonds. However, Moody's would also
expect Keepmoat to be in a position to generate some free cash
flow in FY2015. The next larger debt maturity is the bond in
2019.

Rating Outlook

The stable outlook reflects Moody's view that the company will be
in a position to translate currently favourable market conditions
into some revenue and EBITDA growth.

What Could Change The Rating Up/Down

Negative pressure on the rating could occur if macroeconomic
prospects in the UK weaken or operating performance otherwise
comes under pressure. In any case, Moody's-adjusted debt/EBITDA
exceeding current levels and/or (EBITDA-CAPEX)/interest falling
below 2x would pressure the rating. Any concerns over the
company's liquidity profile, including negative free cash flow
generation, could also lead to a downgrade. Conversely, positive
pressure on the rating could occur if the company improves EBITDA
margins and deleverages visibly towards Moody's-adjusted
debt/EBITDA of 3.5x while maintaining solid free cash flow
generation and a good liquidity profile.

The principal methodology used in these ratings was Global
Construction Methodology published in November 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.

Keystone Midco Limited is the owner of UK-based Keepmoat, which
is a provider of regeneration services and homebuilding
predominantly for local authorities, Housing Associations and
open market sale. In the year to March 2014, the company
generated GBP931 million of revenues and GBP56 million of
company-reported EBITDA. It is owned by TDR Capital and Sun
Capital.


NEW CAP REINSURANCE: Final Creditors' Meeting Set for Oct. 20
-------------------------------------------------------------
A final meeting of creditors and members of New Cap Reinsurance
Corporation Limited, currently In Liquidation, will be held at
the Chartered Insurance Institute, at 20 Aldermanbury, London
EC2V 7HY, United Kingdom at 11:00 a.m. on October 20, 2014.

Agenda at the meeting are:

   1. To before the Meeting an account showing how the winding up
      of the company has been conducted and showing how the
      property of the company was disposed of;

   2. To provide any necessary explanation of the account
      received by the Meeting; and

   3. To consider any other relevant business.

The Liquidator and Scheme Administrator for New Cap Reinsurance
can be reached at:

          John R. Gibbons
          Bentleys Corporate Recovery Pty. Ltd., Level 3
          1 Castlereagh Street
          Sydney NSW 2000
          Australia


PHONES 4U: 1,700 Jobs Affected After Store Sale Ends
----------------------------------------------------
Daniel Thomas at The Financial Times reports that almost 1,700
staff employed by Phones 4U have been made redundant after the
administrator called time on attempts to sell the stores operated
by the collapsed mobile phone retailer.

PricewaterhouseCoopers, which was appointed administrator by
Phones 4U owner BC Partners last week, said 362 stores would
close following deals to sell other parts of the chain to buyers
such as EE Ltd. and Vodafone, the mobile groups, the FT relates.
According to the FT, another 720 people are set to be made
redundant following short-term assistance with the closure
program.

The withdrawal of Vodafone and EE last week precipitated the end
of Phones 4U because they were the only big suppliers left that
used the retailer, the FT notes.

The administrators said more than 2,000 staff working in 198
stores and 160 concessions would be transferred to buyers, the FT
relays.

Phones 4u was a large independent mobile phone retailer in the
United Kingdom.



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


* Cornerstone Research Launches London Office
---------------------------------------------
Cornerstone Research, a U.S. economic and financial consultancy,
has opened its first European office in London.

Founded over 25 years ago, Cornerstone Research provides economic
and financial analysis in all phases of commercial litigation and
regulatory proceedings.  The firm works with an extensive network
of leading authorities from academia and industry to identify the
best-qualified expert witnesses for each assignment.

"London is a global center for legal services and home to many
leading law firms and companies.  Opening an office here is a
natural extension of the work we are already doing with our
clients," commented Michael E. Burton, Cornerstone Research's
president and CEO.  "Global litigation, arbitration, and
regulatory proceedings are becoming more complex.  We are seeing
an increasing number of cases at the overlap of competition
issues and financial institutions, as well as other regulatory
matters that start in Europe or quickly extend there."

Cornerstone Research's London office is headed by Senior Vice
President Jamie Meehan, who has more than two decades of
experience advising clients in complex business litigation.  "Our
new London office is bringing us closer to clients in the U.K.
and internationally," said Mr. Meehan.  "We are pleased that our
first European address is in this global hub for business and
law."

Cornerstone Research has 500 staff members across eight offices,
including the new London location, working with many of the
world's largest law firms.  The firm provides complex research
and analysis in finance, economics, marketing, and accounting in
a diverse range of practices and industries. Services include
identifying issues and refining case strategies; engaging and
working with expert witnesses; and preparing for depositions,
trials, post-trial briefs, and appeals.

                    About Cornerstone Research

Cornerstone Research -- http://www.cornerstone.com-- provides
clients with economic and financial consulting and expert
testimony in complex commercial litigation, investigations, and
regulatory proceedings.  Cornerstone Research has over 500 staff
and offices in Boston, Chicago, London, Los Angeles, Menlo Park,
New York, San Francisco, and Washington DC.  The London office is
located at 125 Old Broad Street, London, EC2N 1AR.


                            *********

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 * * *