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

                           E U R O P E

         Thursday, November 20, 2014, Vol. 15, No. 230

                            Headlines

A U S T R I A

MEINL BANK: Fitch Affirms 'B' LT Issuer Default Rating


C Y P R U S

CYPRUS: Troika Team Extends Stay Until November 25


F I N L A N D

TALVIVAARA MINING: Should File for Bankruptcy, Heliovaara Says


F R A N C E

ALTICE-NUMERICABLE: S&P Revises Outlook to Neg. & Affirms B+ CCR


G E R M A N Y

HAGENAH: Enters Preliminary Insolvency Process


I C E L A N D

LANDSBANKI ISLANDS: Ex-CEO Gets Sentence for Market Manipulation


I R E L A N D

KAREN MILLEN: High Court Appoints Interim Examiner


N E T H E R L A N D S

JUBILEE CDO VIII: Fitch Affirms 'B-sf' Rating on Class E Notes
MARFRIG HOLDINGS: S&P Assigns 'B+' Rating to US$600MM Sr. Notes
MARFRIG HOLDINGS: Fitch Rates US$600MM Sr. Unsecured Notes 'B+'
PEARL MORTGAGE 1: Fitch Affirms 'Bsf' Rating on Class B Notes


P O R T U G A L

BANCO BPI: S&P Revises Outlook to Pos. & Affirms 'BB-' Rating


S P A I N

BBVA RMBS 14: S&P Assigns Preliminary B- Rating to Class B Notes
HIPOCAT 11: S&P Lowers Ratings on Two Note Classes to 'CCC'


U K R A I N E

MRIYA AGRO: S&P Lowers CCR to 'D' on Missed Payments


U N I T E D   K I N G D O M

ANGLO INTERIORS: In Administration, 129 Jobs at Risk
CATERHAM FORMULA ONE: Administrator Cuts 230 Staff
COVENTRY CITY: Stephenson Harwood Earns GBP46K From Liquidation
ELECTRIC SKY: In Administration, Job Losses Confirmed
GREENWICH LEWISHAM: Fitch Affirms BB+ Rating on GBP88MM Sr. Bonds

KEYDATA INVESTMENT: Chase de Vere Fined Over Sales of Funds
TULLOW OIL: S&P Lowers CCR to 'BB-' on Credit Metrics Pressure


                            *********


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


MEINL BANK: Fitch Affirms 'B' LT Issuer Default Rating
----------------------------------------------------------
Fitch Ratings has affirmed Meinl Bank AG's Long-term Issuer
Default Rating (IDR) at 'B', and Viability Rating (VR) at 'b'.
The Outlook on the Long-term IDR is Stable.

KEY RATING DRIVERS -- IDRs and VR

Meinl Bank's IDRs and VR largely reflect the bank's short track
record of operating under its revised business model where
stability and sustainability still have to be established.  As a
small merchant bank, it is lacking a meaningful and sustainable
franchise in corporate and investment banking, and asset
management and private banking.

Another key rating diver with a high influence on the ratings is
the bank's weak capitalization.  Meinl Bank was in breach of its
minimum regulatory total capital requirements at end-2013.
Although this has been addressed, the bank's Tier 1 and total
capital ratios remained tight at end-June 2014 at 7.5% and 9.1%
respectively (unaudited and unconsolidated).  In addition, the
bank's equity base is small in absolute terms and capitalization
is further weakened by poor and volatile internal capital
generation and high legal and reputational risks.

The ratings also take into account its below-average corporate
governance practices as reflected in significant related-party
transactions and an overly complex ownership structure, among
others.  Fitch believes the bank is still exposed to considerable
legacy legal and reputational risks.  This is primarily the
result of the bank's involvement in a Jersey-domiciled property
fund, Meinl European Land (MEL, now Atrium European Real Estate
Limited, BBB/Stable), in 1997-2008, which has resulted in
considerable legal expenses and, more recently, significant tax
provisions.

Meinl Bank's ratings also consider the bank's weak and volatile
operating profitability, largely burdened by high legal-related
costs (around one third of total operating expenses in 2013 and
2012) and fluctuating business volumes.  Fitch expects the bank
to report a small net profit for 2014, provided there are no
unexpected additional litigation costs.  Litigation-related costs
are likely to stay high in the near term due to on-going
investigations and court proceedings.  Resulting contingencies
are challenging to estimate and potentially can be high,
especially in view of the bank's weak capital position.

The bank's balance sheet is short-term and largely collateralized
and its funding profile and liquidity are adequate.  High
concentration risk is, to some extent, mitigated by pledged
deposits.

The Stable Outlook on the Long-term IDR reflects Fitch's
expectation that Meinl Bank - in the absence of unexpectedly high
litigation expenses -- will be able to avoid further capital
erosion and generate sufficient operating profits under its
revised business model.

RATING SENSITIVITIES -- IDRs and VR

Meinl Bank's IDRs and VR are predominately sensitive to
developments regarding the resolution of litigation and tax
investigations relating to the bank's role in MEL.  Higher-than-
expected litigation and tax costs, significantly exceeding
respective provisions and thus depleting an already modest
capital base, could lead to a downgrade of ratings.

Furthermore, should the bank fail to implement its revised
business model and to generate enough profit to offset its high
cost base largely driven by still substantial legal expenses, a
negative rating action would also be likely.

Continued progress in reducing litigation exposure and
strengthened earnings from its core business resulting in
sustained net profits could, in the medium term, result in a
positive rating action.

KEY RATING DRIVERS -- SUPPORT RATING AND SUPPOR RATING FLOOR

Fitch does not believe that support from the Austrian authorities
for Meinl Bank, while possible, can be relied upon due to the
bank's small size and lack of domestic retail franchise.
Consequently, Fitch has affirmed Meinl Bank's Support Rating at
'5' and its Support Rating Floor at 'No Floor'.

RATING SENSITIVITIES -- SUPPORT RATING AND SUPPORT RATING FLOOR

Changes to Meinl Bank's Support Rating and Support Rating Floor
are unlikely in the short- to medium-term given the bank's small
size, niche strategy and lack of a domestic deposit business.

Meinl Bank is a small privately-owned Vienna-based merchant bank.
It is ultimately owned by trusts which represent the interests of
members of the Meinl family.

The rating actions are:

Meinl Bank AG

Long-term IDR: affirmed at 'B'; Outlook Stable
Short-term IDR: affirmed at 'B'
Viability Rating: affirmed at 'b'
Support Rating: affirmed '5'
Support Rating Floor: affirmed at 'No Floor'



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


CYPRUS: Troika Team Extends Stay Until November 25
--------------------------------------------------
Cyprus Property News reports that a team of Troika technocrats
visiting Cyprus will extend its stay on the island until
November 25 to discuss the insolvency framework to be put in
place on January 1, 2015.

Reliable sources have told the Cyprus News Agency that the
extension was deemed necessary due to the complex provisions of
four out of the six bills comprising the insolvency framework.
The Troika technocrats were scheduled to leave November 17.

The delegation will meet with Finance Minister Harris Georgiades
on November 25.

As part of Cyprus' EUR10 billion bailout, the insolvency
framework comprising six bills will be put into force in January
1 next year and is expected to set up a safety net to protect
vulnerable groups from foreclosure of mortgaged property. The
Memorandum of Understanding signed between Cyprus and its
international lenders stipulates that the parameters of the new
repayment scheme for viable borrowers will be set and
communicated once there is sufficient clarity on its impact on
the financial institutions, and after consultation with the EC,
ECB and IMF, and informing the ESM.

Meanwhile a separate Troika mission on the financial issues
completed its mission and will leave the island on Friday. The
technocrats reviewed issues concerning non-performing loans,
capital controls and the Central Credit Register which became
operational in October.



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F I N L A N D
=============


TALVIVAARA MINING: Should File for Bankruptcy, Heliovaara Says
--------------------------------------------------------------
Kati Pohjanpalo at Bloomberg News, citing Helsingin Sanomat,
reports that Talvivaara Mining should file for bankruptcy.

According to Bloomberg, Eero Heliovaara said the bankruptcy would
allow the mining business to start with a clean slate.

Mr. Heliovaara runs the unit in charge of state shareholdings at
the Prime Minister's office, Bloomberg discloses.

Talvivaara's operational unit filed for bankruptcy Nov. 6,
Bloomberg recounts.  The Finnish state is the parent company's
biggest shareholder, Bloomberg notes.

                     About Talvivaara Mining

Talvivaara Mining Co. Ltd. is a Finnish nickel producer.  It
filed for a corporate reorganization on Nov. 15, 2013, to raise
funds and avoid bankruptcy.  The company suffered from falling
nickel prices and a slow ramp-up at its mine in northern Finland,
forcing it to seek fundraising help from investors and creditors.



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


ALTICE-NUMERICABLE: S&P Revises Outlook to Neg. & Affirms B+ CCR
----------------------------------------------------------------
Standard & Poor's Ratings Services said that it has revised to
negative from stable the outlook on cable and telecommunications
holding companies Altice S.A., Altice International S.a.r.l., and
Numericable Group.  S&P affirmed the corporate credit ratings on
these entities at 'B+'.

At the same time, S&P placed its 'BB-' issue rating on Altice
International's senior secured debt on CreditWatch with negative
implications.

The outlook revision follows the Altice group's announcement that
it has made a binding offer to purchase the Portuguese assets of
Portugal Telecom (PT) for total enterprise value of EUR7.025
billion, including an "earnout" provision of EUR800 million
related to future performance.  S&P understands that Altice
International would carry out the acquisition using new debt and
existing cash from Altice.  The offer reflects an EBITDA multiple
of about 7x, including adjusted pension liabilities of about
EUR740 million (after deferred taxes) and the acquisition
earnout. Altice S.A. is a pure holding company whose main assets
are a 60% stake in France's Numericable and 100% ownership of
Altice International, which owns non-French assets.  S&P
considers both subsidiaries to be "core" group entities under its
group rating methodology.

In S&P's view, this acquisition would push credit metrics at
Altice S.A. to the lower end of S&P's rating expectations,
including a Standard & Poor's-adjusted pro forma debt-to-EBITDA
ratio in the 5.5x-6x band.  S&P continues to proportionately
adjust our key ratios for Altice's 60% ownership in Numericable.

In addition, the PT acquisition would significantly raise
integration and execution risks for Altice, in S&P's view.
Numericable recently received regulatory approval to acquire the
significantly larger French telecom company SFR, which is
battling price falls in its mobile division and a more aggressive
pricing environment in the fixed-line division.  S&P expects the
Numericable-SFR integration to be a long process, including
potentially significant restructuring and asset disposals, while
competition with better capitalized Orange, Bouygues Telecom, and
Iliad remains fierce.  Altice International also has recent
acquisitions to integrate, albeit smaller ones, and significant
exposure to growing competition in the Israeli telecom market.
These factors pose further risks to its medium-term earnings, in
S&P's view.

That said, S&P thinks PT is solidly positioned in the Portuguese
broadband, pay-TV, and "quadruple play" (broadband, TV, mobile,
and fixed-line) markets, thanks in particular to its well-
invested fiber network, even though its earlier investments in
mobile are struggling to pay off given Portugal's weak economy.
The solid positions of Altice's assets in their respective
markets, a successful cost management track record, and
increasing diversification from the potential PT acquisition also
support S&P's assessment of Altice's business risk profile.

The placement of Altice International's senior secured debt on
CreditWatch negative reflects S&P's view that the announced
acquisition could weaken recovery prospects for lenders under its
hypothetical default scenario.  There have been no changes to the
issue ratings and recovery analysis on the debt instruments
issued by Altice S.A. and Numericable Group S.A.

S&P has revised its stand-alone credit profile (SACP) on Altice
International downward to 'b+' from 'bb-', reflecting S&P's view
of its increased acquisition and leverage appetite.  This does
not affect the rating on Altice International because the rating
was constrained by the entity's "core" group status under S&P's
group rating methodology.  The SACP is now aligned with the group
credit profile of 'b+'.

S&P revised the outlook on Altice International and Numericable
Group owing to its view that both of these entities are core to
the group and will be key to servicing the debt at Altice S.A.
S&P's stand-alone assessment of Numericable's credit quality is
unchanged.

S&P's base-case operating scenario for Altice's pro forma
consolidation of SFR and PT assumes:

   -- Revenue declines of about 4% in 2014 and about 2% in 2015,
      resulting mainly from the continued impact of repricing in
      SFR's mobile division and fierce competition on triple and
      quadruple play bundles in Portugal;

   -- Stable group EBITDA margin of about 33% (unadjusted) in
      2014, increasing by about 100 basis points in 2015 on a pro
      forma basis following the transactions; and

   -- Capital expenditure (capex) at about 16% of sales.

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

   -- Funds from operations (FFO) to debt of 11% at Altice S.A.
      and 12%-13% at Altice International;

   -- Debt to EBITDA of about 5.8x pro forma for 2014 at Altice
      S.A. and 5.2x at Altice International;

   -- Adjusted interest coverage of about 3.0x; and

   -- Adjusted free operating cash flow (FOCF) to debt of 3%-4%
      at Altice S.A. and 4%-5% at Altice International.

S&P believes that the debt increase to finance the PT acquisition
would push Altice's leverage close to its debt incurrence
covenant limits.  Altice only has maintenance financial covenants
on its revolving credit facility, and S&P expects the company to
manage its covenant headroom in order to allow for the
acquisition.

The negative outlook reflects the potential for a one-notch
downgrade if the group's leverage exceeds 6x due to a higher
acquisition price, or as a result of higher-than-expected
earnings pressures, combined with challenges in creating
meaningful merger-related synergies at SFR.

S&P may downgrade the group if leverage (taking into account
full-year consolidation of SFR and PT, and proportionate
consolidation of Numericable-SFR) exceeds 6x, or if FOCF to debt
erodes toward 2.5%.  This may happen, for example, if Altice
doesn't manage to significantly stem SFR's EBITDA decline over
the next few quarters.

S&P could stabilize the rating over the next 12 months if
Altice's leverage and cash flow remain at about 5.5x following
successful execution of cost efficiencies plan and slower topline
decline in its core assets.  S&P will also likely revise the
outlook back to stable if the acquisition of the Portuguese
assets of Portugal Telecom doesn't close.

The CreditWatch placement on the senior secured loans and notes
issued by Altice Financing reflects the potential for the
announced acquisition to weaken recovery prospects for lenders
under S&P's hypothetical default scenario.  This would most
likely happen as a result of a meaningful increase in priority
liabilities or similar-ranking senior secured debt, or due to a
weakening of the collateral package provided to secured lenders.
In that event, S&P could lower the issue ratings by one notch to
'B+' from 'BB-', in line with the corporate credit rating on
Altice S.A., and revise downward the recovery rating to '3' from
'2'.

S&P aims to resolve the CreditWatch when it has further
information on Altice International's capital structure following
the acquisition of the PT assets.



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


HAGENAH: Enters Preliminary Insolvency Process
----------------------------------------------
Undercurrent News reports that Hagenah has entered the
preliminary stage of an insolvency process, after failing to
recover from a fire at the end of 2012.

Tjark Thies -- y.radtke@reimer-rae.de -- partner of the law firm
Reimer Rechtsanwalte, was appointed as the provisional insolvency
administrator, Undercurrent News relates.

Hagenah encountered problems after a fire in its workshop in
December 2012, Undercurrent News recounts.

"Revenue loss and a liquidity crunch ensued and is the reason for
the current insolvency proceedings," Undercurrent News quotes
Mr. Thies as saying.

Despite the current difficulties, the liquidator considers the
chances for survival as good, Undercurrent News notes.

Already in the first two days of the insolvency, several
investors have signaled support, Undercurrent News says, citing a
press release from Reimer Rechtsanwalte.

Hagenah is a German fish processor and distributor.  The company
has 145 employees.



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I C E L A N D
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LANDSBANKI ISLANDS: Ex-CEO Gets Sentence for Market Manipulation
----------------------------------------------------------------
Richard Milne at The Financial Times reports that Sigurjon
Arnason, the former chief executive of Landsbanki, has been
jailed for market manipulation as prosecutors have now secured
the conviction of the former bosses of all three of Iceland's
biggest banks for misdeeds during the financial crisis.

Mr. Arnason was sentenced to 12 months in prison, nine of them
suspended, the FT discloses.  Two other former Landsbanki
executives were convicted and one was acquitted in a case about
whether they manipulated the bank's share price in the months
leading up to its collapse in October 2008, the FT notes.

Mr. Arnason joins Larus Welding, the former chief executive of
Glitnir, and Hreidar Mar Sigurdsson and Sigurdur Einarsson, the
ex-chief executive and chairman of Kaupthing, in receiving
convictions, the FT says.

According to the FT, Mr. Welding was sentenced to nine months in
jail for fraud, six of them suspended, while Messrs. Sigurdsson
and Einarsson received the harshest sentences of  5 1/2 and 5
years respectively for fraud and market manipulation.

Landsbanki Islands hf, also commonly known as Landsbankinn in
Iceland, is an Icelandic bank.  The bank offered online savings
accounts under the "Icesave" brand.  On October 7, 2008, the
Icelandic Financial Supervisory Authority took control of
Landsbanki and two other major banks.

Landsbanki filed for Chapter 15 protection on Dec. 9, 2008
(Bankr. S.D. N.Y. Case No.: 08-14921).  Gary S. Lee, Esq., at
Morrison & Foerster LLP, represents the Debtor.  When it filed
for protection from its creditors, it listed assets and debts of
more than US$1 billion each.



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


KAREN MILLEN: High Court Appoints Interim Examiner
--------------------------------------------------
The Irish Times reports that the Karen Millen women's fashion
chain and two associated companies, employing 300, have been
given High Court protection to allow them try to trade out of
their financial difficulties.

Ms. Justice Marie Baker appointed Declan McDonald --
declan.mcdonald@ie.pwc.com -- of PricewaterhouseCoopers as
interim examiner to Karen Millen Irl Ltd., Warehouse Fashion Irl
Ltd. and Coast Stores Irl Ltd. following petitions by Rossa
Fanning on behalf of the companies, The Irish Times relates.

The court heard the companies have a reasonable prospect of
survival if a number of conditions are met including
renegotiation of rents and closure of uneconomic stores, The
Irish Times discloses.

In their petitions, the companies say they traded profitably
until the economic downturn in 2008 but difficulties continued as
the economy declined with sales decreasing and onerous leases on
premises remaining in place, according to The Irish Times.

All three have no secured or bank creditors but all are in debt
to inter-group creditors for sums of between EUR3.1 million and
EUR7.7 million, The Irish Times relays.

According to The Irish Times, an independent accountant's report
says the best interests of the companies and the employees would
be served by continuing to trade during court protection and that
they have a reasonable prospect of survival subject to conditions
being met.

The independent accountant says creditors will be considerably
worse off in a winding up situation than if allowed to continue
as a going concern, The Irish Times relates.

Ms. Justice Baker ordered the cases return to court in three
weeks, The Irish Times states.

The Karen Millen stores, employ 65 people, trade from nine
different locations around the country and are either stand alone
stores or are operated as concessions within the Brown Thomas
chain.

Warehouse Fashions operates from 16 locations, employing 106, and
from stand-alone and concession stores.  Coast, employing 129,
also operates from 16 locations including concessions in
Debenhams, Arnotts and House of Fraser.



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


JUBILEE CDO VIII: Fitch Affirms 'B-sf' Rating on Class E Notes
--------------------------------------------------------------
Fitch Ratings has affirmed Jubilee CDO VIII B.V.'s notes, and
revised the Outlook on class A-2 to Negative as:

EUR209.7 million Class A-1 (ISIN XS0331559640): affirmed at
'AAAsf'; Outlook Stable

EUR24 million Class A-2 (ISIN XS0331560572): affirmed at
'AAAsf'; Outlook revised to Negative from Stable

EUR42 million Class B (ISIN XS0331560655): affirmed at 'Asf';
Outlook Negative

EUR20 million Class C (ISIN XS0331560903): affirmed at 'BBBsf';
Outlook Negative

EUR18 million Class D (ISIN XS0331561208): affirmed at 'BBsf';
Outlook Negative

EUR16 million Class E (ISIN XS0331561463): affirmed at 'B-sf';
Outlook Negative

Jubilee CDO VIII B.V. is a securitization of mainly European
senior secured loans, senior unsecured loans, second-lien loans,
mezzanine obligations and high-yield bonds.  At closing a total
note issuance of EUR400 million was used to invest in a target
portfolio of EUR388 million.  The portfolio is actively managed
by Alcentra Ltd.

KEY RATING DRIVERS

The affirmations reflect adequate levels of credit enhancement
available to the rated notes.  Although the portfolio's credit
quality has deteriorated over the last 12 months following the
default of two portfolio assets, this was offset by a
deleveraging of the transaction.

The reported share of assets rated 'CCC' or below is 12% of the
aggregate collateral balance, up from 11.8% in Oct. 2013.  As a
result the overcollateralization (OC) test buffers have shrunk
over the last 12 months.  This led to a breach of the class E OC
test, triggering the diversion of excess spread towards the
redemption of the class A-1 notes.  All interest coverage (IC)
tests have been passed with significant buffer.  The IC tests for
this transaction have not been breached so far.

The class A-1 notes received EUR21.7 million of principal
proceeds in the last 12 months.  A further EUR2.8 million of
interest proceeds was used to redeem the class A-1 notes,
bringing the total redemption amount over the last 12 months to
EUR24.5 million.

Fitch revised the Outlook for the class A-2 notes to Negative
from Stable to reflect the notes' exposure to increasing obligor
concentration in the portfolio.  Reinvestment of unscheduled
principal proceeds and sale proceeds from credit-improved or
credit-impaired assets is currently not permitted due to several
conditions not being met (including passing the Fitch Weighted
Average Rating Factor (WARF) test).  Fitch expects obligor
concentration to continue to increase as new obligors remain
barred from the pool.

The Negative Outlook on the mezzanine and junior notes reflects
their vulnerability to negative rating migration in the European
leveraged loan market as well as their sensitivity to currency
risk.

The transaction uses a macro currency swap to hedge sterling
exposure.  The hedge is not perfect and residual currency risk is
borne by the structure.  When a sterling asset defaults, the
sterling recovery proceeds might be insufficient to reduce the
swap balance to the performing sterling collateral balance and
the manager will have to obtain sterling in the spot market.
Also, while awaiting recovery proceeds, the structure continues
to make payments on the sterling leg of the macro currency swap,
even though the defaulted asset no longer generates sterling
interest. This currency mismatch is partially mitigated through
the use of currency options.  The remaining exchange rate
exposure is absorbed by the structure.

The macro currency swap is scheduled to expire in Jan. 2019.  As
of end-Oct. 2014 the portfolio contained sterling assets totaling
GBP21.1m (up from GBP14.5m a year ago), which mature after the
expiration of the macro currency swap.  This increases the
sensitivity of the transaction to currency risk at the tail end
of its life.

RATING SENSITIVITIES

A 25% increase in the obligor default probability would lead to a
downgrade of one to six notches for the rated notes.

A 25% reduction in expected recovery rates would lead to a
downgrade of one to five notches for the rated notes.


MARFRIG HOLDINGS: S&P Assigns 'B+' Rating to US$600MM Sr. Notes
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' issue-level
rating to Marfrig Holdings Europe B.V.'s proposed US$600 million
senior unsecured notes due 2022.  The rating reflects the credit
quality of Brazil-based protein producer, Marfrig Global Foods
S.A. (Marfrig; B+/Stable/--), which together with its subsidiary,
Marfrig Overseas Ltd., will irrevocably and unconditionally
guarantee the new notes.

S&P analyzes Marfrig and its Latin American, European, Asian, and
U.S. subsidiaries on a consolidated basis.  S&P understands that
all cash flow generation is available to pay the group's debt,
although the bulk of EBITDA, cash, and debt remain at Marfrig's
level.

The company will mainly use proceeds of the new issuance to
repurchase its outstanding 2020 bond.  This action is in line
with S&P's expectations that the company will continue improving
its capital structure through refinancing its debt, reducing the
cost of it, and improving liquidity.  Therefore, S&P don't expect
Marfrig's debt to increase following this transaction.

RATINGS LIST

Marfrig Global Foods S.A.
  Corporate credit rating            B+/Stable/--

Rating Assigned

Marfrig Holdings Europe B.V.
  $600M sr. unsec. notes due 2022    B+


MARFRIG HOLDINGS: Fitch Rates US$600MM Sr. Unsecured Notes 'B+'
---------------------------------------------------------------
Fitch Ratings assigns a 'B+/RR4' rating to the USD600 million of
proposed senior unsecured notes due in 2022 to be issued by
Marfrig Holdings (Europe) B.V. and irrevocably and
unconditionally guaranteed by Marfrig Global Foods S.A. (Marfrig)
and by Marfrig Overseas Limited.

Proceeds are expected to be used to refinance debt maturities.

KEY RATING DRIVERS:

Improving Credit Metrics:

Fitch expects Marfrig net debt/EBITDA ratio to fall toward 4x by
2015 from 4.8x for the LTM ending in Sept. 2014 (4.3x Net debt/
annualized EBITDA).  The group continues to report good results
in all of its divisions.  EBITDA went up 16% year-on-year as of
Sept. 2014.  Future debt reduction should be achieved by better
asset and logistics management, lower working capital
requirements and decreased interest expense.

Simplified Business Profile:

Positive industry fundamentals, which include relatively low
grain prices, and a focus on operational improvements should spur
organic cash flow growth.  Marfrig is implementing a strategy
called 'Focus to Win,' which aims to improve profitability and
revenues with the focus of its commercial strategy on the rapid
development of the food service and retail channels.  Marfrig has
simplified its organizational structure and decreased execution
risk with the divestment of Seara Brazil.

No Major Acquisitions Anticipated:

Fitch does not foresee any major acquisitions for Marfrig in the
next 18 months, as the company's management is focused on
deleveraging its balance sheet, improving cash flow generation
and reducing interest expenses through liabilities management.
Key initiatives will be the optimization of plants and
distribution by Marfrig Beef, the geographic expansion of
Keystone and the growth of Moy Park through multiprotein retail
sales in markets across the U.K. and continental Europe.

Strong Diversification:

Marfrig's ratings incorporate its broad product and geographic
diversification which helps to reduce risks related to disease,
trade restrictions and currency fluctuation.  The company is
structured into three business units: Marfrig Beef (46% of
revenues), the world's third largest beef producer; Moy Park
(26%), one of the largest poultry-based processed product
suppliers in the UK; and Keystone Foods (28%), which processes
food for major restaurant chains (notably McDonald's).

RATING SENSITIVITIES

A negative rating action could be precipitated by Marfrig's
inability to generate positive FCF over the next 24 months and to
maintain net leverage above 4.5x on a sustainable basis.

An upgrade could result from the company building a track record
of generating positive FCF, demonstrating the resilience of its
group's operating margin as a result of its business
diversification, while a consistent net leverage ratio near or
below 3.5x also would be viewed positively.

Fitch currently rates Marfrig as:

Marfrig:

   -- Foreign & local currency IDR 'B+';
   -- National scale rating 'BBB+(bra)'.

Marfrig Holdings Europe B.V.:

   -- Foreign currency IDR 'B+';
   -- Notes due 2017, 2018, 2019, 2021 'B+/RR4'.

Marfrig Overseas Ltd:

   -- Notes due 2016, 2020 'B+/RR4'.

The Rating Outlook is Stable.


PEARL MORTGAGE 1: Fitch Affirms 'Bsf' Rating on Class B Notes
-------------------------------------------------------------
Fitch Ratings has affirmed Pearl Mortgage Backed Securities
transactions, two Dutch RMBS backed by the Nationale Hypotheek
Garantie (NHG).  The transactions comprise loans originated by
SNS Bank (BBB+/Negative/F2).

The agency has also revised the Outlook on the junior tranche of
each transaction to Stable from Negative.

KEY RATING DRIVERS

Increasing Late-stage Arrears

Loans in late-stage arrears across the two transactions have
continued to increase over the past year.  As of end-Sept. 2014,
three-months plus arrears stood at 0.8% and 0.9% of the current
collateral balance in Pearl 1 and 2 compared with 0.7% and 0.5%
12 months earlier.  The increase was primarily driven by an
increase in the portion of loans with three to six unpaid
installments.  The arrears are higher than the average three-
months plus arrears seen in NHG transactions (0.56%) but still
below the average of all Fitch-rated Dutch RMBS transactions
(0.89%).

Since the closing of both transactions in 2006 and 2007, no
losses have been reported.  Defaulted loans have been covered by
the NHG guarantee or repurchased by SNS Bank in accordance with
its commitment to repurchase loans ineligible for the guarantee.
Fitch does not expect a significant increase in losses over the
next 12 months, due to a stabilizing Dutch housing market.  This
view is reflected in the revision of the Outlook to Stable from
Negative on the junior tranche of each transaction.

Commingling Collateral

SNS Bank has deposited reserves to mitigate commingling risk in
case of SNS Bank's default.  The dynamic commingling reserve is
1.5x the average portfolio collections over the past 12 months.
As of end-Sept. 2014, the reserves posted at Rabobank Group (AA-
/Negative/F1+) were respectively EUR13.5m and EUR9.1m for both
Pearl transactions.  Fitch believes that the collateral posted is
sufficient to mitigate the commingling risk in both transactions.

RATING SENSITIVITIES

Deterioration in asset performance may result from macroeconomic
factors such as increased unemployment.  A corresponding increase
in new foreclosures and the associated pressure on excess spread,
reserve fund and liquidity facility beyond Fitch's assumptions
could result in negative rating action, particularly for the
junior tranches.  However, the presence of the NHG and buyback
commitment for non-eligible defaulted loans makes the ratings
less sensitive to deterioration in asset performance.

The rating actions are:

Pearl Mortgage Backed Securities 1 B.V.
Class A (ISIN XS0265250638): affirmed at 'AAAsf'; Outlook Stable
Class S (ISIN XS0715998331): affirmed at 'BBB+sf'; Outlook Stable
Class B (ISIN XS0265252253): affirmed at 'Bsf'; Outlook revised
to Stable from Negative
Pearl Mortgage Backed Securities 2 B.V.
Class A (ISIN XS0304854598): affirmed at 'AAAsf'; Outlook Stable
Class S (ISIN XS0715998760): affirmed at 'BBBsf'; Outlook Stable
Class B (ISIN XS0304857690): affirmed at 'Bsf'; Outlook revised
to Stable from Negative



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


BANCO BPI: S&P Revises Outlook to Pos. & Affirms 'BB-' Rating
-------------------------------------------------------------
Standard & Poor's Ratings Services said that it took various
rating actions on five Portuguese banks.  Specifically it:

   -- Revised to positive from stable the outlook on Banco BPI
      S.A. (BPI) and its core subsidiary Banco Portugues de
      Investimento S.A.  S&P affirmed the 'BB-/B' long- and
      short-term counterparty credit ratings on both banks.

   -- Affirmed the 'BB/B' long- and short-term counterparty
      credit ratings on Banco Santander Totta S.A. (Totta).  The
      outlook remains stable.

   -- Affirmed the 'BB-/B' long- and short-term counterparty
      credit ratings on Caixa Geral de Depositos (CGD).  The
      outlook remains stable.

   -- Affirmed the 'B+/B' long- and short-term counterparty
      credit ratings on Banco Comercial Portugues (Millennium
      bcp).  The outlook remains negative.

The rating actions follow the completion of S&P's review of the
five Portuguese banks that it rates, which incorporated S&P's
view that industry risks for Portuguese banks have increased as a
consequence of the potential market distortions resulting from
the resolution proceedings involving Banco Espirito Santo (BES).
The review also factored in S&P's positive view on the economic
risk trend for the Portuguese banking industry.  At the same
time, S&P took into consideration the recent bank-specific
developments, as well as Standard & Poor's affirmation of the
long- and short-term sovereign credit ratings on Portugal at
'BB/Stable/B' on Nov. 7, 2014.

S&P will publish individual research updates on the entities
listed to provide more detail on the rationale behind each rating
action.

The resolution proceedings involving BES earlier this year has
led to a substantial increase in the share of the Portuguese
banking system that the state controls, whether directly or
indirectly. With close to half of system assets now under
government control, S&P believes that the risk of distortions to
competitive dynamics in the Portuguese financial system has
increased and that this has potential negative implications for
the overall focus and efficiency in the sector.  S&P's assessment
of industry risk for Portuguese banks continues to reflect the
system's high dependency on external financing, the lack of
normalized market access, and the still-weak profitability.  S&P
sees the trend for industry risk as stable.

At the same time, following a severe downturn, the Portuguese
economy appears to be returning to moderate growth levels, the
labor market is starting to recover, and the sovereign's fiscal
metrics have stabilized.  Therefore, S&P sees the economic
environment becoming potentially more supportive for Portuguese
banks.  S&P expects average real GDP will likely grow on average
about 1.1% per year during 2014-2015, chiefly on the back of
growth in exports, but also thanks to some moderate improvement
in domestic demand.  In addition, S&P believes that Portuguese
banks continue to accommodate the negative impact from the
ongoing correction of the economy's high dependency on external
funding. In this context, S&P notes that the government has
managed to return to current account surplus at a faster pace
than S&P had initially anticipated.  These factors may eventually
improve S&P's assessment of the economic resilience and economic
imbalances in the Portuguese economy.  Therefore, S&P now sees a
positive trend for the economic risks faced by banks in Portugal.

A potential improvement in S&P's assessment of economic risk in
Portugal would be positive for S&P's view of Portuguese banks'
solvency, as measured by its risk-adjusted capital (RAC)
framework.  This is because S&P measures capital relative to the
risk institutions face, which it sees as primarily linked to the
economy where the banks operate.  However, an improvement in
S&P's assessment of economic risk by itself, in the magnitude
that S&P is currently anticipating, would not be enough to change
S&P's overall assessment of rated Portuguese banks' capital
position.

Similarly, at present S&P do not expect that a potential change
in its assessment of economic risk would be material enough to
trigger a change in the 'bb' anchor S&P applies to financial
institutions operating primarily in Portugal.  The anchor is the
starting point for assigning issuer credit ratings to banks.

Therefore, the impact on S&P's ratings has been limited.  S&P has
affirmed all its ratings on the Portuguese banks listed above and
maintained all its outlooks unchanged, except for that on BPI,
which S&P has revised to positive from stable.

BPI's ongoing pace of capital strengthening, combined with S&P's
view of a positive trend for the economic risks faced by banks in
Portugal, is the key driver of S&P's outlook revision on the bank
to positive from stable.  S&P has also affirmed the long- and
short-term ratings on the bank at 'BB-/B'.

The affirmation of S&P's ratings on Millennium bcp continues to
reflect its "weak" assessment of its capital and earnings.  At
the same time, S&P has maintained its negative outlook on the
bank.

In addition to the above-mentioned banking system and sovereign
developments, the affirmation of the ratings on CGD reflects
other recent bank-specific developments.  In particular the
rating action balances, on the one hand, S&P's view that contrary
to its previous expectations, CGD's asset quality has
underperformed the Portuguese banking system average since the
third quarter of 2013, leading S&P to revise downward its stand-
alone credit profile (SACP).  And on the other hand, the negative
rating impact of this worse-than-anticipated asset quality
performance is offset by the potential government support that
S&P has incorporated into its ratings on CGD.  This is because
S&P views CGD as a government-related entity (GRE) that,
according to its criteria, S&P believes has a very high
likelihood of receiving timely and sufficient support from the
government if needed.  As a result of these factors, which in
S&P's view balance each other out, S&P has affirmed its ratings
on CGD.

The recent affirmation of Portugal is the sole factor behind
S&P's similar action on Totta, a "highly strategic" subsidiary of
Banco Santander S.A.  This is because the long-term rating on
Totta, which is four notches below the long-term rating on its
Spain-based parent, is constrained by the sovereign credit rating
on Portugal.  The stable outlook on Totta mirrors S&P's outlook
on Portugal.

OUTLOOK

The positive outlook on BPI reflects the possibility of an
upgrade if the bank continues to strengthen its solvency, owing
to potentially easing economic risks in Portugal, and supported
by ongoing deleveraging and earnings retention, mostly generated
abroad.

S&P's outlook on CGD is stable due to its role to and link with
the Portuguese government.  As a consequence, a weakening of
CGD's SACP by one notch would not automatically lead to a
downgrade. This is because S&P regards CGD as a government-
related entity that, according to its criteria, has a very high
likelihood of receiving timely and sufficient support from the
government if needed.  Therefore, if CGD's SACP were to weaken,
S&P would likely incorporate one additional notch of
extraordinary government support into the ratings.  In addition,
S&P also expects CGD's business and financial profile to remain
broadly stable in the near term.

The negative outlook on Millennium bcp reflects the possibility,
contrary to S&P's base-case assumptions, that the bank could
prove unable to fully work out its accumulated large stock of
problematic exposures, requiring further material provisions and
making the bank's turnaround more difficult and lengthier.  The
outlook also continues to reflect the possibility that S&P would
remove the one-notch uplift of government support incorporated
into its ratings as resolution frameworks are put in place.

The stable outlook on Totta mirrors that on the long-term rating
on the Portuguese sovereign.

RATINGS LIST

Ratings Affirmed; Outlook Action

                             Rating             Rating
                             To                 From
Banco BPI S.A.
Banco Portugues de Investimento S.A.
Counterparty credit rating
                             BB-/Positive/B     BB-/Stable/B

Ratings Affirmed
Banco Santander Totta S.A.
Counterparty Credit Rating        BB/Stable/B

Caixa Geral de Depositos S.A.
Counterparty Credit Rating        BB-/Stable/B

Banco Comercial Portugues S.A.
Counterparty Credit Rating        B+/Negative/B

N.B.-This does not include all ratings affected.



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


BBVA RMBS 14: S&P Assigns Preliminary B- Rating to Class B Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
credit ratings to BBVA RMBS 14, Fondo de Titulizacion de Activos'
class A and B mortgage-backed floating-rate notes.

"We have based our ratings on our assessment of the portfolio's
credit quality, the underlying asset pool's cash flow
characteristics, the transaction's structural features, as well
as an analysis of the transaction's counterparty, legal and
operational risks.  We have also assessed the transaction's
exposure to sovereign risk.  Our preliminary ratings on the notes
reflect our analysis of Banco Bilbao Vizcaya Argentaria S.A.
(BBVA), acting as the servicer of the underlying assets under the
transaction documents.  In our opinion, BBVA has well-established
origination and servicing procedures," S&P said.

BBVA RMBS 14 is a securitization of a pool of approximately
10,263 first-lien Spanish residential mortgage loans, which BBVA
originated.  The pool comprises solely mortgage loans for the
acquisition of protected properties or Viviendas de Proteccion
Oficial (VPO).  A VPO loan is a Spanish mortgage loan granted as
part of a government sponsored program aimed at assisting lower-
income households.  The securitized loans in this transaction are
part of the "Plan Estatal de Vivienda 2005-2008" and "Plan de
Vivienda y Rehabilitacion 2009-2012" programs.  Approximately
39.6% of the borrowers benefit from available subsidies through
monthly payments from national and local authorities.  S&P
believes the profile of these programs' borrowers is weaker than
standard residential mortgage-backed securities (RMBS) borrowers,
due to their lower incomes.  S&P has considered these factors in
its analysis.

BBVA RMBS 14 will issue two classes of residential mortgage-
backed floating-rate notes.  The transaction will combine
interest and principal into a single priority of payments, with
an interest deferral trigger for the class B notes if cumulative
defaults reach 4% of the original collateral balance.  At
closing, a fully funded reserve, representing 5% of the notes'
initial balance, will provide credit enhancement during the
transaction's life.

The securitized portfolio will be static, as the issuer will not
purchase new loans during the transaction's life.  The class A
and B notes will amortize sequentially.

In S&P's credit analysis, it considered the borrowers' credit
characteristics.  S&P has calculated our default and recovery
rate expectations for the portfolio by determining its weighted-
average foreclosure frequency (WAFF) and weighted-average loss
severity (WALS) assumptions through applying its criteria for
Spanish RMBS.

S&P has also considered its outlook on the Spanish economy and
real estate sector by projecting arrears in its default
calculations.  In S&P's opinion, the outlook for the Spanish
residential mortgage and real estate market is not benign and S&P
has therefore increased its expected 'B' foreclosure frequency
assumption to 3.33% from 2.00%, when it applies its RMBS
criteria, to reflect this view.  S&P bases these assumptions on
its expectations of modest economic growth, continuing high
unemployment, and further falls in house prices for the remainder
of 2014, which will then level off in 2015.

S&P has assessed the transaction's documented structural features
by applying its Spanish RMBS criteria.  S&P's preliminary ratings
reflect the available credit enhancement (provided through the
notes' subordination features and the reserve fund available to
the rated notes), the notes' amortization features, and the class
B notes' interest deferral trigger based on the performance of
the securitized portfolio.  S&P's analysis indicates that the
available credit enhancement for the class A and B notes (14% and
5%, respectively) is sufficient to mitigate their exposure to
credit and cash flow risks at 'A' and 'B-' rating levels,
respectively, under S&P's RMBS criteria.

Under S&P's RAS criteria, it applied a hypothetical sovereign
default stress test to determine whether a tranche has sufficient
credit and structural support to withstand a sovereign default
and so pay timely interest and repay principal by legal final
maturity.

S&P's RAS criteria designate the country risk sensitivity for
RMBS as 'moderate'.  Under S&P's RAS criteria, transactions could
be rated up to four notches above the sovereign rating, if they
have sufficient credit enhancement to pass a minimum of a
"severe" stress.

As S&P's long-term rating on the Kingdom of Spain is 'BBB', its
RAS criteria cap at 'A+ (sf)' the maximum potential ratings in
this transaction.

Under S&P's RAS criteria, the class A notes have sufficient
credit enhancement to withstand, in its cash flow analysis, the
severe stress scenario up to 'A- (sf)', which is up to two
notches above the rating of the sovereign.  S&P's RAS criteria
therefore caps at 'A- (sf)' its rating on the class A notes.

Following the application of S&P's RAS criteria and its RMBS
criteria, S&P has determined that its assigned preliminary rating
on the class A notes is 'A- (sf)', which is the lower of (i) the
rating as capped by S&P's RAS criteria and (ii) the rating that
the class of notes can attain under our RMBS criteria.

S&P's rating on the class B notes is not constrained by the
rating on the sovereign.  Based on S&P's credit and cash flow
analysis, it has assigned a 'B- (sf)' preliminary rating to the
class B notes.

There is no interest hedge mechanism in the transaction.
Therefore, S&P has stressed the basis risk between the assets and
the liabilities.  Consequently, S&P has also made assumptions for
margin compression in its cash flow analysis.

S&P has not stressed commingling risk as a loss in this
transaction because the transaction documents establish that, if
S&P lowers its ratings on the servicer below a defined trigger,
certain remedies will be taken, which are in line with S&P's
current counterparty criteria.

The transaction is exposed to counterparty risk through BBVA as
bank account provider, paying agent, and servicer.  Under S&P's
current counterparty criteria, the exposure to BBVA as bank
account provider is classified as "bank account (limited)."
Under these criteria, the transaction's documented rating
requirements for BBVA under its different roles and its
replacement mechanisms adequately mitigate its exposure to
counterparty risk at the preliminary 'A- (sf)' rating level.

Legal risk is mitigated in this transaction.  S&P considers the
issuer to be a bankruptcy-remote entity, in line with S&P's
European legal criteria, and the assets will be transferred to
the issuer by a true-sale at closing.

RATINGS LIST

BBVA RMBS 14, Fondo de Titulizacion de Activos
EUR700 Million Residential Mortgage-Backed Floating-Rate Notes

Class            Prelim.        Prelim.
                 rating          amount
                               (mil. EUR)

A                A- (sf)         637.00
B                B- (sf)          63.00


HIPOCAT 11: S&P Lowers Ratings on Two Note Classes to 'CCC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its credit ratings on
Hipocat 11, Fondo de Titulizacion de Activos' class A2 and A3
notes.  At the same time, S&P has affirmed its ratings on the
class B, C, and D notes.

Upon publishing S&P's updated criteria for Spanish residential
mortgage-backed securities (RMBS criteria) and its updated
criteria for rating single-jurisdiction securitizations above the
sovereign foreign currency rating (RAS criteria), S&P placed
those ratings that could potentially be affected "under criteria
observation".

Following S&P's review of this transaction, its ratings that
could potentially be affected by the criteria are no longer under
criteria observation.

The rating actions follow S&P's credit and cash flow analysis of
the most recent transaction information that S&P has received as
of July 2014.  S&P's analysis reflects the application of its
RMBS criteria.  The application of S&P's RAS criteria did not
constrain its ratings in this transaction, as they are below its
long-term 'BBB' sovereign rating on Spain.

  Class                    Available Credit
                          Enhancement (%)[1]
  A2                       (4.59)
  A3                       (4.59)
  B                        (15.15)
  C                        (27.95)

[1]Based on the principal balance, excluding defaults.

This transaction features a reserve fund.  However, due to high
periodic losses, the reserve is fully depleted.

Severe delinquencies of more than 90 days at 10.23% are on
average higher for this transaction than S&P's Spanish RMBS
index. Defaults are defined as mortgage loans in arrears for more
than 18 months in this transaction.  Cumulative defaults, at
20.37%, are also higher than in other Spanish RMBS transactions
that S&P rates.  Prepayment levels remain low and the transaction
is unlikely to pay down significantly in the near term, in S&P's
opinion.

After applying S&P's RMBS criteria to this transaction, its
credit analysis results show a decrease in the weighted-average
foreclosure frequency (WAFF) and an increase in the weighted-
average loss severity (WALS) for each rating level.

Rating      WAFF (%)        WALS (%)      Expected Credit Loss
(%)
AAA         76.61           45.64           34.96
AA          62.52           41.89           26.19
A           52.60           35.35           18.60
BBB         40.33           31.73           12.80
BB          30.59           29.12           8.91
B           26.82           26.67           7.15

The decrease in the WAFF is mainly due to higher arrears and
higher arrears projection, coupled with an increase in S&P's base
foreclosure frequency in line with its RMBS criteria.  The
increase in the WALS is mainly due to the application of S&P's
revised market value decline assumptions.  The overall effect is
an increase in the required credit coverage for each rating
level.

The class A2 and A3 notes' available credit enhancement is
negative, at (-4.59%), as their performing balance is less than
their outstanding amounts.  This is a deterioration compared with
S&P's previous review on Dec. 19, 2012, in which the non-
defaulted principal balance exceeded the class A2 and A3 notes by
2.52%.  In line with S&P's criteria, it has therefore lowered to
'CCC (sf) from 'B (sf)' its ratings on the class A2 and A3 notes.

The class B and C notes' interest deferral triggers are 13.20%
and 8.90%, respectively, of cumulative defaults over the
portfolio's balance at closing.  S&P has affirmed its 'D (sf)'
ratings on the class B, C, and D notes as they have breached
their interest deferral triggers.

S&P also considers credit stability in its analysis.  To reflect
moderate stress conditions, S&P adjusted its WAFF assumptions by
assuming additional arrears of 8% for one-year and three-year
horizons, respectively.  This did not result in S&P's rating
deteriorating below the maximum projected deterioration that it
would associate with each relevant rating level, as outlined in
S&P's credit stability criteria.

In S&P's opinion, the outlook for the Spanish residential
mortgage and real estate market is not benign and S&P has
therefore increased its expected 'B' foreclosure frequency
assumption to 3.33% from 2.00%, when it applies its RMBS
criteria, to reflect this view.  S&P bases these assumptions on
its expectation of modest economic growth, continuing high
unemployment, and further falls in house prices for the remainder
of 2014, which will then level off in 2015.

On the back of improving but still depressed macroeconomic
conditions, S&P don't expect the performance of the transactions
in its Spanish RMBS index to improve in 2014.

S&P expects severe arrears in the portfolio to remain at their
current levels, as there are a number of downside risks.  These
include inflation, weak economic growth, high unemployment, and
fiscal tightening.  On the positive side, S&P expects interest
rates to remain low for the foreseeable future.

Hipocat 11 is a Spanish RMBS transaction, which closed in March
2007.  Hipocat 11 securitizes a pool of first-lien mortgage loans
that Caixa d'Estalvis de Catalunya (now Catalunya Banc)
originated.  The mortgage loans are mainly located in Catalunia
and the transaction comprises loans with flexible features.

RATINGS LIST

Hipocat 11, Fondo de Titulizacion de Activos
EUR1.628 bil residential mortage-backed floating-rate notes

                                 Rating          Rating
Class        Identifier          To              From
A2           ES0345672010        CCC (sf)        B (sf)
A3           ES0345672028        CCC (sf)        B (sf)
B            ES0345672036        D (sf)          D (sf)
C            ES0345672044        D (sf)          D (sf)
D            ES0345672051        D (sf)          D (sf)



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


MRIYA AGRO: S&P Lowers CCR to 'D' on Missed Payments
----------------------------------------------------
Standard & Poor's Ratings Services said that it had lowered its
long-term corporate credit rating on Ukraine-based farming group
Mriya Agro Holding PLC to 'D' (default) from 'SD' (selective
default) following the group's widespread failure to pay interest
and principal on its debt.

At the same time, S&P lowered its issue rating on the group's
US$400 million senior notes maturing in 2018 to 'D' from 'CC'.
S&P also lowered to 'D' from 'CC' its issue rating on the group's
US$250 million notes maturing in 2016, of which US$71.5 million
is currently outstanding.

S&P subsequently withdrew all of its ratings on Mriya at the
group's request.

The downgrade follows Mriya's decision to miss payments on all of
the debt obligations that have come due in recent months.  Mriya
is one of the largest farming companies in Ukraine.  S&P
understands that price increases for certain raw materials,
combined with low prices for agricultural products, and
difficulty in obtaining working capital facilities due to the
economic situation in Ukraine, have stretched the group's
liquidity.

Before the withdrawal, S&P's recovery rating on the senior notes
was '4', indicating average (30%-50%) recovery for bondholders in
the event of a payment default.  That said, S&P anticipates that
recovery will be at the low end of this range.  For the purpose
of S&P's analysis, it has valued the company as a going concern,
assuming that current discussions with lenders will result in a
debt restructuring and therefore enable the group to continue its
farming activities.  S&P views Ukraine as one of the least
creditor-friendly jurisdictions in Europe, and sees the current
political and economic environment as adding further uncertainty
to the debt restructuring process and recovery expectations.

S&P believes that under a liquidation scenario, recovery
prospects for bondholders could be much lower than 30%, because
Mriya might lose its land lease rights and the value left to
creditors would rely on the group's equipment, receivables, and
harvest.  In addition, recovery prospects for bondholders are
constrained by the amount of secured debt ranking ahead of the
notes.



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


ANGLO INTERIORS: In Administration, 129 Jobs at Risk
----------------------------------------------------
Hunts Post 24 reports that Anglo Interiors, in Station Road, is a
shop fitting and retail interior design company which supplied
high-profile clients such as Next, Gap, Arcadia and Hotel
Chocolat.  It employed 120 permanent staff and dozens of contract
workers at its 130,000 sq. ft. manufacturing unit.

Jason Baker and Paul Allen from FRP Advisory were appointed as
its joint administrators on October 2.  Some of its assets,
including high-tech woodworking equipment, machine tools and
metal fabrication equipment will be put up for an online auction,
organized by recovery and insolvency support group Winterhill,
according to Hunts Post 24.

Simon Creber, director of machinery and business assets at
Winterhill, said: "Anglo Interiors was a major employer in St
Neots and the firm's collapse is tremendously sad for the whole
area and no doubt a symptom of the wider financial troubles faced
by the retail sector, the report notes.

"Winterhill has a great deal of experience in organizing online
auctions, which enable us to reach the widest audience of
prospective buyers and provide the best chance of maximizing the
sale price of assets," the report quoted Mr. Creber as saying.

An FRP Advisory spokesman told The Hunts Post: "The joint
administrators are continuing with their statutory duties and
also continuing to realise the assets of the company in
administration. The items to be auctioned do not form an asset of
the company and are under the direct control of a finance
company."

Anglo Interiors had been rescued out of administration in 2012
when a buyout saw the company move to the Station Road site,
which was four times the size of its previous facility in Little
End Road and equipped with state-of-the-art machinery, the report
adds.


CATERHAM FORMULA ONE: Administrator Cuts 230 Staff
--------------------------------------------------
Bdaily Business News reports that administrator of the Caterham
Formula One racing team has told the BBC that it has made 230
staff redundant, although it still plans to race in next
weekend's Abu Dhabi Grand Prix.

The team went into administration last month and staff have not
been paid since September 30, according to Bdaily Business News.

The report notes that administrator Finbarr O'Connell explained
the redundancies had come at the request of a majority of the
staff who had wanted to start a formal claims process if the team
is not sold.

The claims process takes at least a month before any payments are
made, the report discloses.

Caterham plans to take 40 team personnel to the Yas Marina
circuit for the season finale, the report relates.

The report notes that administrator Mr. O'Connell said: "I'm not
sure this is the bad news.  This is what the employees as a group
have been asking me to do."

"This is what they want because it brings them closer to
receiving money and if you speak to any of the staff
representatives, they will confirm to you that November 14 was
the date that they gave me," Mr. O'Connell added.


COVENTRY CITY: Stephenson Harwood Earns GBP46K From Liquidation
---------------------------------------------------------------
Kate Beioley at The Lawyer reports that Stephenson Harwood has
earned GBP46,000 from the liquidation of Coventry City Football
Club according to recent insolvency filings with Companies House.

Stephenson Harwood partner Stuart Frith was instructed by joint
liquidators Stephen Katz and Paul Appleton of David Rubin &
Partners, taken on when Coventry was placed into administration
in March 2013, the report discloses.

According to The Lawyer, the Liquidator's Progress Report showed
administrator fees of GBP146,147 for the 12 months up to 26
September, adding up to over GBP444,000 in total since the
business went into administration.  Mr. Appleton's report claimed
that a higher level of partner involvement was needed on the
workdue to the "public sensitivity" of the investigation, The
Lawyer relays.

At the time of being put into liquidation the club had a balance
of GBP833,366 and GBP50,083 recovered later from HM Revenue &
Customs (HMRC) in VAT, The Lawyer discloses.

"SHL has a specialist insolvency and litigation department and it
was chosen on that basis after taking into account the size and
complexity of the legal issues. SHL charge its fees on a
timecosts basis, and it has provided me with an analysis of time
it has spent," the Liquidator's report, as cited by The Lawyer,
said.

The Lawyer notes that Coventry is owned by hedge fund Sisu, which
was slammed in a High Court judgment in July after Mr Justice
Hinkbottom accused it of "mismanagement" and having "no strategy
for manintaing a sustainable football club".

Justice Hinkbottom threw out Sisu's claim that Coventry Council
had acted improperly in refinancing a loan to arena operating
company ACL in 2013.  He said: "The Football Club had been
seriously mismanaged. By April 2012, it was in a truly parlous
state," The Lawyer relates.

By 2012, the club was insolvent, incurring regular substantial
annual losses, and a loss of GBP5 millin on the annual turnover
of GBP10 million in 2011/12, says The Lawyer.

As reported in the Troubled Company Reporter-Europe on March 26,
2013, Coventry Observer said Coventry City Football Club has
confirmed they have put their non-operating subsidiary of the
club into administration.  The announcement comes on the eve of a
High Court hearing in London as the company that runs the club's
stadium, ACL, attempts to force the League One club into
administration over the GBP1 million they are owed, according to
Coventry Observer.  The report relates that the Sky Blues could
still face a ten-point deduction, which would all but end any
hopes of making the play-offs.

Coventry City is an English association football club based in
Coventry, central England.


ELECTRIC SKY: In Administration, Job Losses Confirmed
-----------------------------------------------------
TBI Vision reports that the international sales arm of UK indie
Electric Sky has gone into administration with the loss of 21
jobs.

Electric Sky Productions appointed administrators, citing
financial difficulties relating to a specific, unnamed, project,
thought to be Lost Worlds, an explorer series for Discovery,
according to TBI Vision.

It is understood that there were production staff working in the
show in Borneo as the financial crisis hit Electric Sky, the
report notes.

FRP Advisory, the administrator for Electric Sky Productions,
confirmed that Electric Sales Limited had also entered
administration, the report discloses.  All three Electric Sky
companies are now in administration, with BTV Post also going
through the process, the report relates.

The report says that FRP Advisory said the sales arm of Electric
Sky has suffered "a sharp deterioration in trading and shortage
of cash-flow."

Its assets will be offered for sale in tandem with those of the
production and post-production groups, the report notes.  The
companies are legally separate entities working out of the same
premises, the report discloses.

The administrators confirmed 21 staff have lost their jobs.  Four
staff are still in place to help with the sale of the companies,
which are based in Brighton and run by founder David Pounds, the
report says.  Mr. Pounds is among those that remain.

Prior to setting up Electric Sky, Mr. Pounds was, between 1993 to
1996, managing director of factual content company TVF.


GREENWICH LEWISHAM: Fitch Affirms BB+ Rating on GBP88MM Sr. Bonds
-----------------------------------------------------------------
Fitch Ratings has affirmed City Greenwich Lewisham Rail Link
plc's (CGLR) GBP88 million (initial amount of GBP165 million)
senior secured bonds due Oct. 2020 at 'BB+' with Positive
Outlook.

The Positive Outlook reflects expected continued improvement in
CGLR's cover ratios, driven by continuing patronage growth,
positive retail price index (RPI) inflation and a declining
scheduled debt service profile over the medium term.

The affirmation mainly reflects CGRL's solid performance to date
in line with Fitch's expectations.  The bonds' ratings remain
below investment-grade, predominantly as a result of Fitch's
expectations of low annual debt service cover ratios (ADSCR) in
the short-term -- based on an adjusted ADSCR (without cash),
which includes tax payments.

KEY RATING DRIVERS

Revenue/Volume Risk -- Midrange

The primary drivers for patronage remain employment and
development projects in and around Canary Wharf and the City of
London.  Other factors influencing growth in patronage numbers
include the development of the Stratford Regional Centre
(including the Olympic park and the Stratford International high
speed rail station) and tourism directed towards the Cutty Sark
and the Greenwich area.

After a sharp decline in 2008 of 4.5% - due to disruptions caused
by the three-car project and job losses in the City of London and
Canary Wharf -- patronage has since been growing healthily at a
CAGR of 4.1% between 2008 and 2013.  Despite a mild growth of
0.6% in 2013 (due to a higher base in 2012 as a result of the
2012 London Olympic Games), Fitch expects growth to continue at a
solid pace with a 2.8% CAGR under its base case between 2013 and
2020 (1.9% under its rating case).  For 9M14, growth was
particularly strong at 7.8% compared with the same period a year
ago.  This was in part driven by soaring office space uptake in
the Canary Wharf / Isle of Dogs area.

Revenue/Price Risk -- Midrange

The indexation mechanism used to calculate the usage fee received
from the Docklands Light Railway (DLR) ensures that the project's
revenue is effectively linked to RPI.  As such, high RPI-
inflation over past years has supported the project's cash flows.
Recent abating inflation pressures should, however, not
materially impact the transaction.  Under Fitch's rating case, an
RPI close to 0% would only reduce Fitch's projected adjusted
ADSCRs by 0.1x on average.

Infrastructure & Renewal Risk -- Midrange

Fitch currently does not consider heavy maintenance costs to be a
main risk factor for the project.  CGRL's operational obligations
are deemed reasonably straightforward and therefore fairly
predictable.  Fitch has also analyzed certain cost exposures
through sensitivity analysis.

Debt Structure -- Midrange

Some of the transaction's structural features are fairly weak
with only a six-month interest-only debt service reserve account
and no maintenance reserve account.  The cash lock-up ratio
threshold - set at a minimum annual ADSCR (excluding cash
balances) of 1.2x - is also fairly low, particularly in light of
the corporate taxes recently paid by CGLR (since 2013), which are
excluded from the covenant calculation.  Despite these weaker
features, the transaction strongly benefits from fully amortizing
debt with a gradual reduction in debt service from 2016 until the
maturity of the bonds (from around GBP20 million to GBP10 million
per annum).

Credit Metrics

The ADSCR (ex-cash) for the period ended June 2014 stood at 1.47x
(up from 1.27x a year ago), above Fitch's base case.  However,
Fitch's adjusted ADSCR (factoring in non-negligible tax payments
which resumed in 2013) is lower at 1.25x.  Fitch expects the
ratio under its base case to remain at around this fairly low
level until Dec. 2016.

From 2016 onwards, Fitch expects coverage to significantly
improve and to remain neatly above 1.3x.  Fitch's rating case --
which assumes slightly more conservative patronage growth, lower
RPI of 2.5% per annum and no interest income from positive cash
balances -- results in a forecast average Fitch-adjusted ADSCR of
1.56x (between 2013 and 2020).  The minimum ADSCR is 1.04x and is
expected to be reached in June 2015.

Fitch ran several sensitivities, including a break-even analysis
in reduction in patronage, a 40% increase in heavy maintenance
costs, and stressed patronage.  Furthermore, a sensitivity
analysis assuming notably no inflation (rather than the base case
forecast range of 2.5% to 3.9%) was also performed.  All results
were viewed robust and consistent with the project's ratings.

RATING SENSITIVITIES

Minimum Fitch-adjusted ADSCR in excess of 1.3x and forecast
average Fitch-adjusted ADSCR above 1.7x could trigger an upgrade
of the ratings.

Patronage below current assumptions, a prolonged period of low or
negative inflation, or a substantial increase in operating and
heavy maintenance costs could put the ratings under pressure.

SUMMARY OF CREDIT

CGLR holds a 24-and-half-year concession until March 2021, under
a government private finance initiative, to build and maintain a
portion of the DLR network (Lewisham Extension), serving the
Greenwich and Canary Wharf areas.


KEYDATA INVESTMENT: Chase de Vere Fined Over Sales of Funds
-----------------------------------------------------------
Judith Evans at The Financial Times reports that the UK watchdog
has fined financial advisers Chase de Vere GBP560,000 in the
latest penalty imposed over sales of funds run by the collapsed
investment company Keydata.

Chase de Vere advisers sold Keydata products worth GBP49.3
million to 2,806 customers between 2005 and 2009, when Keydata
was closed down over concerns that it was not complying with tax
laws, leading auditors to discover large-scale "misappropriation"
of investors' money, the FT discloses.

According to the FT, Chase de Vere generated GBP1.6 million in
commission from sales of the products, the Financial Conduct
Authority (FCA) found, and "did not research the Keydata products
well enough to understand the risks they posed to customers".

Some 139 of Chase de Vere's customers may not recoup losses on
their investments because they invested more than the upper limit
of the Financial Services Compensation Scheme at the time, the FT
notes.

The FCA, as cited by the FT, said a member of Chase de Vere's
committee dealing with the suitability of products raised
concerns about the Keydata funds in 2005 but there is no record
of them being addressed.

Keydata Investment Services Ltd. designs, distributes and
administers structured investment products.  Keydata operates
from three locations, being London, Glasgow and Reading and
administers its own products as well as portfolios for third
parties.

Dan Schwarzmann and Mark Batten of PricewaterhouseCoopers LLP
were appointed joint administrators of Keydata on June 8, 2009.
The appointment was made based on an application to court by the
Financial Services Authority on insolvency grounds


TULLOW OIL: S&P Lowers CCR to 'BB-' on Credit Metrics Pressure
--------------------------------------------------------------
Standard & Poor's Ratings Services said that it lowered its long-
term corporate credit rating on U.K.-based oil and gas
exploration and production company Tullow Oil PLC to 'BB-' from
'BB'.  The outlook is stable.

The downgrade reflects S&P's view that Tullow will likely report
credit measures in line with a 'BB-' rating, and that its
reliance on cash flows from Ghana is likely to increase.  This
follows the company's recent announcement that it could
potentially retain its full interest in the Ghana-based Tweneboa-
Enyenra-Ntomme (TEN) oilfield development.  As S&P had previously
assumed that a sale of part of its interest would take place, S&P
sees this as effectively increasing Tullow's investment in
production assets in Ghana, and therefore its exposure to the
country.  Overall capital expenditure (capex) remains in line
with S&P's previous base-case scenario, as the company has also
announced its intention to significantly lower its exploration
expenditure.  S&P now believes that Tullow's production in Ghana
will increase to between 50%-70% of its total production--sooner
and with more certainty than S&P previously anticipated.  This
increased exposure to Ghana means that the rating on Tullow will
be constrained at two notches above Ghana's transfer &
convertibility (T&C) assessment, under S&P's criteria.  Following
S&P's rating action on Ghana on Oct. 24, 2014, the T&C assessment
is 'B', so the rating on Tullow will be constrained at 'BB-'.

In S&P's previous analysis of Tullow, it included a "positive"
financial policy modifier, reflecting S&P's view that cash from
additional sales of assets or oilfield development interests
could strengthen the company's credit metrics.  S&P now believes
that such a potential strengthening of credit metrics would not
sufficiently compensate the exposure risk to Ghana.

The ratings continue to reflect Tullow's "fair" business risk
profile, supported by its oil-weighted reserves and production
base.  The company has midsize commercial reserves (2P; proven
and probable reserves) of 383 million barrels of oil equivalent
in 2013 and moderate production of 78,400 barrels of oil
equivalent per day (boepd) in the first half of 2014.  It also
has future production growth potential, including from TEN in the
next few years, given its reserves under development and large
resource base.

S&P's assessment of Tullow's "aggressive" financial profile
reflects its significant increase in debt as the company
continues to fund its large capex program, which the management
estimates at about $2.1 billion in 2014.  S&P forecasts that
Tullow's Standard & Poor's-adjusted funds from operations (FFO)
to debt will remain at about 30% in 2014, but will weaken to
close to 20% by year-end 2015, before improving in 2017.

S&P's base case assumes:

   -- A Brent oil price of US$102 per barrel n(/bbl) on average
      for 2014 and US$90/bbl for 2015 and 2016;

   -- Production of about 80,000 boepd in 2014 and 2015 on a
      gross basis (pre-production sharing entitlements);

   -- Capex of about US$2.0 billion in 2015-2016, including about
      US$300 million for exploration and with no farming-out of
      Tullow's interest in the TEN oilfield development; and

   -- Stable year-on-year dividend payouts.

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

   -- Adjusted FFO to debt of about 30% in 2014, but below 20% in
      2015 and 2016;

   -- Adjusted debt to EBITDA of about 2.3x in 2014 and 3.0x in
      2015; and

   -- Negative free operating cash flow (FOCF) in both 2014 and
      2015 as a result of high capex.

S&P assess Tullow's liquidity as "strong" under its criteria,
because S&P calculates that the company's ratio of cash sources
to cash needs will remain comfortably above 1.5x over the next 12
months, and more than 1.0x over the 12 months after that.

Management continues to follow a prudent approach in maintaining
a comfortable liquidity profile, including proactive management
of debt maturities.  S&P also continues to take a positive view
of Tullow's active hedging program, which in S&P's opinion
reduces exposure to near-term price volatility.

Tullow holds most of its cash in U.S. dollars from production
sales at various large banks in Western Europe.  It also holds a
limited amount of cash in African countries to cover local costs.
S&P views this as an important safeguard against the risk of
banking industry instability or a currency devaluation in African
countries.

The stable outlook reflects S&P's view that Tullow should be able
to maintain its credit metrics at levels consistently
commensurate with S&P's rating guidelines over the medium term.
Specifically, S&P anticipates a three-year average adjusted FFO
to debt of close to 20%.  S&P forecasts that FOCF generation will
continue to be negative until 2017 due to Tullow's heavy capital
intensity (common in its industry), specifically relating to TEN.

S&P could lower the rating if FFO to debt deteriorates
significantly below 20% on a sustained basis.  This could reflect
insufficient action by Tullow to moderate cash outflows or limit
debt increases, for example through asset sales or by cutting its
investment budget.  Alternatively, a downgrade could follow
adverse operating developments resulting in weaker-than-forecast
operating cash flows.

S&P could also lower the rating if it lowers its sovereign rating
on Ghana.

S&P believes that current rating upside is limited given the
constraint from the sovereign rating on Ghana and S&P's
understanding of Tullow's growing exposure to the country.  This
said, S&P could consider raising the rating if Tullow were to
reduce exposure to Ghana, deleverage, and improve its credit
metrics in line with those S&P considers commensurate with a 'BB'
rating.  This could occur if Tullow increases FFO to debt to
about 30%, for example through additional material asset sales,
and diversifies its production.


                            *********

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
202-362-8552.


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