/raid1/www/Hosts/bankrupt/TCREUR_Public/181011.mbx         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, October 11, 2018, Vol. 19, No. 202


                            Headlines


I R E L A N D

BE-SPOKE LOAN: DBRS Puts BB Rating on Mezzanine Notes on Review


I T A L Y

ALITALIA SPA: Delay in Decision Over Future to Worsen Situation
ITALY: Finance Minister Defends Budget Plans Amid Concerns


L U X E M B O U R G

CATLUXE ACQUISITION: Moody's Lowers CFR to B3, Outlook Stable
MILLICOM INT'L: Fitch to Rate $500MM Unsecured Notes BB+(EXP)


N E T H E R L A N D S

AEGON NV: Fitch Rates EUR500MM Tier 1 Subordinated Notes BB+
DUTCH PROPERTY 2018-1: DBRS Finalizes BB Rating on Class E Notes


P O R T U G A L

MILLENNIUM BCP: S&P Raises Long-Term Issuer Credit Rating to 'BB'


S P A I N

BBVA RMBS 5: DBRS Confirms BB(high) Rating on Series C Notes
CAIXA ECONOMICA MONTEPIO: DBRS Confirms 'BB' LT Issuer Rating


S W E D E N

SAS AB: Egan-Jones Hikes Senior Unsecured Ratings to BB+


T U R K E Y

DOGUS HOLDINGS: S&P Cuts Long-Term ICR to 'B-', On Watch Negative
QNB FINANSBANK: Fitch Lowers LT Issuer Default Rating to 'BB'


U N I T E D   K I N G D O M

BURNING NIGHT: In Administration, Buyer Sought for Venues
ENSCO PLC: S&P Puts 'B-' Issuer Credit Rating on Watch Positive
HOUSE OF FRASER: Cirencester Store Set to Close in January
PATISSERIE HOLDINGS: Faces Winding-Up Petition


                            *********



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I R E L A N D
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BE-SPOKE LOAN: DBRS Puts BB Rating on Mezzanine Notes on Review
---------------------------------------------------------------
DBRS Ratings Limited placed the ratings of the Senior Notes and
the Mezzanine Notes (together, the Rated Notes) of Be-Spoke Loan
Funding DAC (the Borrower) Under Review with Developing
Implications (UR-Dev.) as follows:

-- Senior Notes: AA (low) (sf) UR-Dev.
-- Mezzanine Notes: BB (sf) UR-Dev.

The rating on the Senior Notes addresses the timely payment of
interest and the ultimate payment of principal payable on or
before the Scheduled Maturity Date in September 2025. The rating
on the Mezzanine Notes addresses the ultimate payment of interest
and principal payable on or before the Scheduled Maturity Date in
September 2025.

The ratings were placed UR-Dev. because of a Borrower
restructuring expected to become effective in October 2018, where
structural changes are expected, including (but not limited to)
the extension of the ramp-up period. DBRS will review the impact
of the amendments on the ratings of the Rated Notes.

The Borrower is a designated activity company incorporated under
the laws of the Republic of Ireland. The transaction is a direct
lending warehouse facility set up as a cash flow securitization
with the purpose to fund the purchase of a portfolio of loans
granted by Be-Spoke Capital (Ireland) Limited (the Originator) to
Spanish small and medium-sized enterprises.

The warehouse had a 12-month ramp-up period, which ended on 28
September 2018. The ramp-up period is expected to be extended in
order to allow the Borrower to continue to purchase new assets,
subject to satisfying collateral quality tests and concentration
limits.

As of August 24, 2018, the transaction portfolio consisted of
collateral obligations totalling EUR151.9 million that were
extended to 45 companies based in Spain.



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


ALITALIA SPA: Delay in Decision Over Future to Worsen Situation
---------------------------------------------------------------
Massimiliano Di Giorgio at Reuters reports that a six-month delay
in the government's decision over the future of Alitalia would
only worsen the carrier's situation, one of the state-appointed
commissioners managing the ailing airline said on Oct. 9.

"I am not aware that there is an intention to procrastinate, but
postponing a decision that must be taken one way or the other
would only make problems worse," Reuters quotes Luigi Gubitosi as
saying.

On Oct. 6, a government source said that Italy was working on
extending by as much as six months a Dec. 15 deadline for
Alitalia to repay a EUR900 million (US$1 billion) loan meant to
keep the airline afloat while it searches for a buyer, Reuters
relates.

Alitalia was put under special administration last year and Rome
has since been looking for a buyer, Reuters discloses.


ITALY: Finance Minister Defends Budget Plans Amid Concerns
----------------------------------------------------------
Miles Johnson, Kate Allen and Federica Cocco at The Financial
Times report that Italy's finance minister has tried to stem
growing concern over Italy's budget plans as the country's
borrowing costs touched new four-year highs despite assurances
that Rome wanted to calm tensions with investors and with the EU.

Speaking to Italian lawmakers, Giovanni Tria said the populist
coalition would not deviate from plans to widen the country's
deficit to sharply increase spending, the FT relates.

According to the FT, while Mr. Tria said he was concerned by
Italy's rising borrowing costs, and vowed that the government
would do what it needed to assuage any market fears, he told
lawmakers in Rome that a sharp increase in spending was needed to
help economic growth.

Italy's government borrowing costs hit new four-year highs, with
the benchmark 10-year bond yield climbing as much as 20 basis
points to 3.712%, before falling back to 3.52%, the FT discloses.

Italy is entering a critical period of dialogue with EU
officials, with lawmakers in Rome set to vote on the government's
draft budget plans this week, before sending them to the European
Commission for review at the start of next week, the FT states.

Brussels, the FT says, has already raised tensions with Rome by
warning that Italy's plan to lift the budget deficit to 2.4% of
gross domestic product next year is likely to breach eurozone
spending rules.

The Bank of Italy also highlighted its own concerns with the
government's budget plans, the FT notes.  According to the FT,
Luigi Federico Signorini, its director-general, warned Italian
lawmakers of a potential "vicious circle" that could lead to
higher debt service costs that would have repercussions for the
economy.



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


CATLUXE ACQUISITION: Moody's Lowers CFR to B3, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service has downgraded the corporate family
rating of CatLuxe Acquisition S.a.r.l. to B3 from B2 and its
probability of default rating to B3-PD from B2-PD. Concurrently,
Moody's has downgraded the rating of the EUR260 million senior
secured credit facilities comprising a EUR45 million revolving
credit facility due in 2023 and EUR215 million term loan B due in
2024 to B2 from B1. The rating outlook is stable.

The rating action reflects the company's current and future
anticipated underperformance against its expectations when
Moody's assigned the first time rating in September 2017. Moody's
adjusted EBITDA decreased by 7.3% in the first seven months of
2018 (YTD Jul'18) to EUR14.7m compared to EUR17.0 million in YTD
Jul'17, while EBITDA for the full year 2018 is expected to trend
towards EUR35 million compared to its original expectation of
EUR48 million at the time of the inaugural rating; and -22%%
versus 2017.

"Pronovias' operating underperformance is due to the
discontinuation of some of the previous footfall drivers, like
the "It's my party line" or the mid-season sales, as well as the
distraction derived from the recent changes to the senior
management team and the repositioning of the strategy. We also
note the challenging trading environment for franchisees,
particularly those with overstock from previous collections,
which resulted in store closures in 2017", said V°ctor Garc°a
Capdevila, Moody's lead analyst for Pronovias.

The rating downgrade also reflects the significant increase in
leverage as a result of a heavier use of the revolving credit
facility than previously anticipated. The revised Moody's
adjusted gross leverage for 2018 is 7.5x compared to an initial
expectation of 6.0x. The rating agency considers that this level
of leverage is not commensurate with a B2 rating.

RATINGS RATIONALE

The B3 rating of CatLuxe Acquisition S.a.r.l. (Pronovias)
reflects (1) high financial leverage, (2) negative EBITDA
development over recent quarters, (3) modest scale of operations
with limited product diversity, (4) niche nature of Pronovias'
operations relative to Moody's rated universe of apparel
companies, (5) and the long term trend of decreasing wedding
rates.

The B3 rating also reflects the company's (1) established market
position in the bridal wear segment; (2) good brand awareness
both domestically and internationally; (3) and a strong
profitability and cash flow generation underpinned by an asset-
light business model.

Moody's also notes that the new strategy brought by the new
management team carries a significant degree of execution risk
and expects an improvement in the depth and quality of the
financial reporting.

LIQUIDITY ANALYSIS

Moody's views the company's liquidity profile as adequate. As of
July 2018 the company had EUR10.8 million of cash and cash
equivalents and an availability under its committed revolving
credit facility of EUR29.5 million, which coupled with Moody's
expectations of positive free cash flow generation in a range of
EUR10 million to EUR20 million over the next 12-18 months will
allow the company to meet its cash requirements comfortably over
the medium term.

RATING OUTLOOK

The stable outlook is predicated on the expectation of an
improving trend in revenue and EBITDA generation over the next
12-18 months. It also anticipates the successful integration of
the recently, equity funded, acquisition of Nicole Spose.
Finally, the stable outlook also assumes that Pronovias will
maintain an adequate liquidity profile at all times.

WHAT COULD CHANGE THE RATING UP/DOWN

Positive rating pressure is unlikely in the short term but could
develop if Moody's adjusted gross leverage reduced sustainably
below 6.0x.

Conversely, negative rating pressure could build up on the rating
if the company cannot reverse the recent earnings deterioration,
leverage remains above the current levels for a prolonged period
of time or liquidity deteriorates as a result of negative free
cash flow generation.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Apparel
Companies published in December 2017.

COMPANY PROFILE

Pronovias is an international bridal wear company with presence
in 95 countries. In FY2017 net sales and EBITDA reached EUR166
million and EUR44 million respectively. Europe is the company's
largest market, with approximately 69% of total sales (27% in
Spain), followed by North America, which constitutes 13% and
emerging markets and rest of the world which account for 7% and
11% respectively.


MILLICOM INT'L: Fitch to Rate $500MM Unsecured Notes BB+(EXP)
-------------------------------------------------------------
Fitch Ratings expects to rate Millicom International Cellular,
S.A.'s proposed up to USD500 million senior unsecured notes
'BB+(EXP)'. Proceeds from the issuance are expected to be used to
refinance part of a bridge loan that will be used for Millicom's
announced acquisition of Cable Onda. Fitch has also affirmed the
Long-Term Foreign and Local Currency Issuer Default Ratings of
MIC at 'BB+' with a Stable Outlook.

MIC's ratings reflect the company's geographic diversification,
strong brand recognition and network quality, all of which
contributed to leading positions in key markets, a strong
subscriber base, and solid operating cash flow generation. In
addition, the rapid uptake in subscriber data usage and MIC's
ongoing expansion into the underpenetrated fixed-line services
bode well for medium to long-term revenue growth. MIC's ratings
are tempered, despite the company's diversification benefits, by
the issuer's presence in countries in Latin America and Africa
with low sovereign ratings and low GDP per capita. The
operational environment in these regions, in terms of political
and regulatory stability and economic conditions, tends to be
more volatile than in developed markets.

The rating action reflects Millicom's financial and business
profile as the company continues to implement its strategy to
phase out legacy services in favour of underpenetrated data and
content services. The company's strategy to divest assets in low
return countries and reinvest in higher-return markets is also
viewed positively. Post financing of Cable Onda, Fitch expects
the company's leverage, as measured by adjusted consolidated net
debt to EBITDA, will increase to 2.8x then trend down in the
short to medium term.

KEY RATING DRIVERS

Acquisition to Increase Diversification: Millicom will acquire a
controlling 80% stake in Cable Onda, the leading cable and fixed
telecommunications services provider in Panama, for USD1.2
billion. The acquisition increases Millicom's regional
diversification and increases the company's cable and broadband
exposure. Cable Onda has a leading market position in Panama with
more than 50% market share in Pay-TV and broadband. Fitch expects
Cable Onda to represent 7% of Millicom's consolidated EBITDA on a
pro forma basis. Panama's investment-grade rating of
'BBB'/Outlook Stable as well as the country's dollarized economy
is viewed positively. The acquisition is expected to close by
year-end 2018.

Expected Deleveraging to Bolster Credit Quality: Fitch forecasts
Millicom's adjusted consolidated net leverage is expected to
increase toward 2.8x as the company issues new debt to fund its
acquisition. Fitch expects the company to finance the acquisition
of Cable Onda with existing cash and new debt. Millicom has
secured bridge financing from a group of banks and is expected to
raise USD500 million of senior unsecured debt at the holding
company as well as an additional amount of up to USD500 million
at operating subsidiaries. Fitch's base case expects leverage to
trend down to 2.5x and below in the medium term, backed by
growing cash flow generation and EBITDA.

Strong Market Positions: Fitch expects MIC's strong market
position to remain intact, supported by network quality and
extensive coverage, strong brand recognition and growing fixed-
line home operations (cable & broadband). These qualities,
exhibited across well-diversified operational geographies, should
enable the company to continue to support stable cash flow
generation and growth opportunities in underpenetrated data and
cable segments.  As of June 30, 2018, the company maintained
competitive market positions in its key mobile markets of
Guatemala, Paraguay, Honduras and Columbia.

Stable Performance: Fitch forecasts MIC's EBITDA generation to
improve to USD2.4 billion in 2018, followed by modest growth over
the medium term driven by the company's acquisition of Cable Onda
as well as increasing penetration of mobile data and fixed-line
services. The company's reported revenues have contracted
slightly in recent years, due to the impact of asset disposals.
EBITDA has remained relatively stable as Millicom continued to
benefit from lower corporate and general and administrative
costs.

Strong Upstream Dividends: Creditors of the holding company are
subject to structural subordination to the creditors of the
operating subsidiaries given that all cash flows are generated by
subsidiaries. As of June 30, 2018, the group's consolidated gross
debt was USD5.3 billion, with 67% allocated to the operating
subsidiaries. Positively, Fitch believes that a stable and high
level of cash upstreams, through dividends and management fees
from its subsidiaries, is likely to remain intact over the long
term and will mitigate any risk stemming from this structural
weakness.

DERIVATION SUMMARY

MIC's rating is well positioned relative to regional telecom
peers in the 'BB' rating category based on a solid financial
profile, operational scale and diversification, as well as strong
positions in key markets. These strengths are offset by a high
concentration in countries with low sovereign ratings in Latin
America and Africa, which tend to have more volatile economic
environments.

MIC boasts a much stronger financial profile, compared with
diversified integrated telecom operators in the region such as
Cable & Wireless Communications Limited (BB-/Stable) and Digicel
Limited (CCC/Rating Watch Negative), supporting a higher, multi-
notch rating. MIC's leverage is moderately higher than Empresa de
Telecomunicaciones de Bogota, S.A. E.S.P. (ETB; BB+/Stable) but
benefits from a stronger business profile that has leading market
positions in multiple markets. MIC also has a stronger capital
structure and business profile than Colombia Telecomunicaciones,
S.A. E.S.P. (BB/Stable), an integrated telecom operator, and
Axtel S.A.B. de C.  (BB-/Stable), a Mexican fixed-line operator.

KEY ASSUMPTIONS

  -- Low-single-digit annual revenue growth in the medium term;

  -- Cable Onda to represent 7% of consolidated EBITDA;

  -- Mobile service revenue contraction to be offset by
     increasing mobile data revenues over the medium term;

  -- Revenue contribution from mobile data and home service
     operations to grow toward 55% of total revenues by 2020;

  -- Home service segment to undergo double-digits revenue growth
     in the short-to-medium term;

  -- Annual capex, including spectrum, of USD1.1 billion over the
     medium term;

  -- No significant increase in shareholder distributions in the
     short to medium term with annual dividend payments remaining
     at USD265 million.

RATING SENSITIVITIES

Future Developments That May, Individually or Collectively, Lead
to Positive Rating Action

  -- Improvement in the adjusted consolidated net leverage of
     2.0x and continued on a sustained basis;

  -- Increased diversification of dividends flow/consistent and
     stable dividends from countries with investment-grade
     ratings;

  -- Positive rating action on sovereign countries that
     contribute significant dividend flow.

Future Developments That May, Individually or Collectively, Lead
to Negative Rating Action

  -- Adjusted consolidated net leverage consistently above 3.0x;

  -- Sustained negative FCF generation due to
     competitive/regulatory pressures or aggressive shareholder
     distributions.

LIQUIDITY AND DEBT STRUCTURE

Sound Liquidity Profile: Millicom benefits from a good liquidity
position, given the company's large cash position which fully
covers short-term debt.  As of June 30, 2018, the consolidated
group's readily available cash was USD1,081 million, which
comfortably covers its short-term debt obligations of USD439
million. Fitch expects the company to finance the acquisition of
Cable Onda with existing cash and new debt. The company has a
five-year undrawn revolving credit facility for USD600 million
until 2022, which further bolsters its liquidity position. Fitch
does not foresee any liquidity problem for both the operating
companies and the holding company given the operating companies'
stable cash generation and consistent cash upstreaming to the
holding company. MIC has a good record, in terms of access to
capital markets when in need of external financing, supporting
liquidity management.



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N E T H E R L A N D S
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AEGON NV: Fitch Rates EUR500MM Tier 1 Subordinated Notes BB+
------------------------------------------------------------
Fitch Ratings has assigned Aegon N.V.'s (Issuer Default Rating
(IDR) A-/Stable) proposed EUR500 million restricted Tier 1
subordinated notes a rating of 'BB+'

The notes are rated four notches below Aegon N.V.'s IDR,
comprising two notches for expected recovery and two notches for
moderate non-performance risk, in line with Fitch's notching
criteria. The proceeds will be used for general corporate
purposes, including the potential redemption of grandfathered
securities.

KEY RATING DRIVERS

The notes will not have a fixed maturity or redemption date, but
will be callable. The notes will have a fixed coupon up to the
first reset date payable semi-annually in arrears. If the issue
is not called at the first call date, the coupon will reset from
fixed to floating at the rate of the then-current six-month
EURIBOR plus a margin. The notes will not have any interest step-
up features.

The notes will rank ahead of ordinary shares in the event of a
winding-up, but behind senior creditors, which are defined as
including Solvency II Tier 2 and Tier 3 subordinated debt. The
level of subordination results in its baseline recovery
assumption of 'poor'. Fitch therefore notches down twice from the
IDR for recovery.

The issuer will have full discretion to cancel interest payments
at any time at its option. Fitch notches down by two notches from
the IDR to reflect this fully flexible interest cancellation
feature, which Fitch regards as 'moderate' non-performance risk.
This represents one extra notch compared with its treatment of
standard Solvency II Tier 2 instruments to reflect the higher
non-performance risk arising from the fully flexible interest
cancellation.

The notes will be automatically converted into equity if a
trigger event occurs, which is defined as the amount of own funds
eligible to cover the solvency capital requirement (SCR) being
equal or less than 75% of the SCR; or the amount of own funds
eligible to cover the minimum capital requirement (MCR) being
equal or less than the MCR; or a breach of the SCR has occurred
and compliance has not been re-established within three months
from the occurrence of the breach. This conversion feature does
not affect its rating notching over and above that is described.

The notes qualify as Restricted Tier 1 capital under Solvency II
and will be treated as 100% equity in Fitch's Prism Factor-Based
Model and its financial debt leverage calculation, given that
they are non-cumulative perpetual instruments with no step-up
feature. However, the notes will be included in its total
financing and commitments ratio, in common with any other debt
instruments.

Fitch sees this debt issue as neutral for Aegon's capital
adequacy. Financial leverage ratio (FLR) is expected to improve
resulting from the treatment of these notes as equity for FLR
calculation. Fixed-charge coverage will not be significantly
affected, as the notes are expected to pay comparable coupon to
the notes they will replace.

RATING SENSITIVITIES

The rating of the notes is subject to the same sensitivities that
may affect Aegon N.V.'s Long-Term IDR.


DUTCH PROPERTY 2018-1: DBRS Finalizes BB Rating on Class E Notes
----------------------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings of the
notes issued by Dutch Property Finance 2018-1 B.V. (Issuer) as
follows:

-- Class A Notes rated AAA (sf)
-- Class B Notes rated AA (sf)
-- Class C Notes rated A (sf)
-- Class D Notes rated BBB (sf)
-- Class E Notes rated BB (high) (sf)

Dutch Property Finance 2018-1 B.V. is a bankruptcy-remote
special-purpose vehicle incorporated in the Netherlands. The
issued notes were used to fund the purchase of Dutch mortgages
originated by RNHB. Proceeds of the Class G Notes were used to
fund the general reserve fund.

RNHB is a buy-to-let and mid-market real estate lending business
in the Netherlands. RNHB was formed in 2008 when Rijnlandse
Hypotheekbank and Nederlandse Hypotheekbank were merged by their
then-parent company, FGH Bank N.V., which in turn was owned by
and is now part of Rabobank. In December 2016, RNHB and their
loans to be securitized were acquired by a consortium of (1)
funds managed by CarVal Investors LLC (CarVal) and (2) Arrow
Global Group, with CarVal holding the majority interest. The
mortgage portfolio is serviced by Vesting Finance Servicing B.V.
with Intertrust Administrative Services B.V. appointed as a
replacement servicer facilitator.

As of August 31, 2018, the portfolio consisted of 1,974 loans
with a portfolio balance of approximately EUR 400 million. The
weighted-average (WA) seasoning of the portfolio is 6.4 years
with a WA remaining term of 4.3 years. The WA current loan-to-
value is comparatively low for a Dutch portfolio at 60.1%. Almost
all the loans included in the portfolio are fixed with future
resets (94.1%) while the notes pay a floating rate of interest.
To address this interest rate mismatch, the transaction is
structured with a balance-guaranteed interest rate swap that
swaps a fixed interest rate for a three-month Euribor.
Approximately 1.8% of the portfolio comprises loans where the
borrowers are in arrears (excluding less than one month in
arrears).

Until July 2023, the seller has the ability to grant, and the
Issuer the obligation to purchase, further advances -- subject to
the adherence of asset conditions. The transaction documents
specify criteria that must be complied with during this period in
order for the further advances to be sold to the Issuer. DBRS
stressed the portfolio in accordance with the asset conditions to
assess the portfolio's worst-case scenario.

Credit enhancement for the Class A Notes is calculated as 23.1%
and is provided by the subordination of the Class B Notes to the
Class F Notes and the general reserve fund. Credit enhancement
for the Class B Notes is calculated as 13.3% and is provided by
the subordination of the Class C Notes to the Class F Notes and
the general reserve fund. Credit enhancement for the Class C
Notes is calculated as 9.4% and is provided by the subordination
of the Class D Notes to the Class F Notes and the general reserve
fund. Credit enhancement for the Class D Notes is calculated as
5.9% and is provided by the subordination of the Class E Notes,
Class F Notes and the general reserve fund. Credit enhancement
for the Class E Notes is calculated as 5.0% and is provided by
the subordination of the Class F Notes and the general reserve
fund.

The transaction benefits from a non-amortizing cash reserve that
is available to support the Class A to Class E Notes. The cash
reserve will be fully funded at close at 2.0% of the initial
balance of the Class A to the Class F Notes. Additionally, the
notes will be provided with liquidity support from principal
receipts which can be used to cover interest shortfalls on the
most senior class of notes, provided a credit is applied to the
principal deficiency ledgers, in reverse sequential order.

The Issuer has entered into a balance-guaranteed interest rate
swap with NatWest Markets Plc., to mitigate the fixed interest
rate risk from the mortgage loans and the three-month Euribor
payable on the notes. The swap documents reflect DBRS's
"Derivative Criteria for European Structured Finance
Transactions" methodology.

The Issuer Account Bank and Paying Agent is Elavon Financial
Services DAC, UK Branch. The DBRS private rating of the Issuer
Account Bank is consistent with the threshold for the Account
Bank outlined in DBRS "Legal Criteria for European Structured
Finance Transactions", given the ratings assigned to the notes.

The rating of the Class A Notes addresses the timely payment of
interest and ultimate payment of principal on or before the legal
final maturity date, the ratings of the Class B Notes to the
Class E Notes address the ultimate payment of interest and
principal on or before the legal final maturity date. DBRS based
its ratings primarily on the following:

   -- The transaction capital structure, form and sufficiency of
available credit enhancement and liquidity provisions.

   -- The credit quality of the mortgage loan portfolio and the
ability of the servicer to perform collection activities. DBRS
calculated portfolio default rates (PDRs), loss given default
(LGD) and expected loss (EL) outputs on the mortgage loan
portfolio.

   -- The ability of the transaction to withstand stressed cash
flow assumptions and repays the notes according to the terms of
the transaction documents. The transaction cash flows were
analyzed using PDRs and LGD outputs provided by the European RMBS
Insight Model. Transaction cash flows were analyzed using INTEX
DealMaker.

   -- The structural mitigants in place to avoid potential
payment disruptions caused by operational risk, such as downgrade
and replacement language in the transaction documents.

   -- The transaction's ability to withstand stressed cash flow
assumptions and repay investors in accordance with the Terms and
Conditions of the notes.

   -- The consistency of the transaction's legal structure with
DBRS's "Legal Criteria for European Structured Finance
Transactions" methodology and presence of legal opinions
addressing the assignment of the assets to the Issuer.



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


MILLENNIUM BCP: S&P Raises Long-Term Issuer Credit Rating to 'BB'
-----------------------------------------------------------------
S&P Global Ratings took the following rating actions on
Portuguese banks:

-- Raised S&P's long-term credit rating on Millennium bcp (BCP)
    to 'BB' from 'BB-' and its resolution counterparty ratings to
    'BBB-/A-3' from 'BB+/B', and affirmed the short-term issuer
    credit rating at 'B'. The outlook is stable.

-- Affirmed S&P's 'BBB-/A-3' ratings on Santander Totta S.A.
     (Totta S.A.), Banco BPI S.A. (BPI), and BPI's core
     subsidiary, Banco Portugues de Investimento S.A. The outlooks
     on the three banks remain positive.

-- Affirmed S&P's 'BB-/B' long- and short-term credit ratings on
    Haitong Bank S.A. The outlook remains stable.

RATIONALE

S&P said, "Our improved view of the Portuguese banking sector
reflects our expectation that banks will keep making good
progress in their restructuring plans, namely reducing their high
stocks of nonperforming exposures (NPEs) and improving their
domestic operations' contribution to overall profitability.

"We have already seen this over the past 18 months. Banks have
started to generate net profits for the first time in six years,
especially from domestic activities, thanks to lower credit
provisions, stronger revenue generation, and lower operating
costs. The banks have also implemented NPE workout strategies to
reach the NPE targets agreed with the ECB. The reducing stock of
legacy NPEs will also likely free up banks' resources and costs,
thereby supporting earnings generation capacity. We now forecast
the NPE ratio for the banking sector will decline to about 12.5%
by end-2020 from about 16% at mid-2018 (and 20% at end-2016). We
also expect that the cost of credit risk in 2018 will be about
130 bps, before decreasing to about 80 bps by 2020.

"Although the banking sector might inject more money into Novo
Banco to cover losses generated by the bank's sizable credit
impairments, we believe Novo Banco's restructuring plan and
clean-up strategy will continue to support its return to
normality and benefit the banking sector's competitive
environment."

Portuguese banks' high stock of NPEs and still-modest
profitability remain a concern, however, especially if the
positive economic momentum reversed. The high NPE stock, although
decreasing, will continue to weigh on banks' balance sheets and
profitability for a few years yet, and will likely remain higher
than most European banking sectors. This is because Portugal has
a less-developed NPEs secondary market and its banks' capacity to
absorb higher provisions to foster NPE reduction is still modest
compared to some stronger Southern European peer banks.

S&P said, "We also view Portuguese banks' profitability prospects
as less favorable than other Southern European peers. Portuguese
players have a less diversified revenue base and could suffer
from higher-than-peers' cost of funding in coming years,
especially once they need to replace ECB financing and issue MREL
instruments to meet their MREL requirements.

"We have therefore revised our industry risk score for the
Portuguese banking sector to '6' from '7' (on a scale of 1-10,
with 1 being the lowest risk). As such, we now classify Portugal
as being in group 6, rather than group 7, under our Banking
Industry Country Risk Assessment (BICRA). As a result, we have
revised upward our anchor for banks operating primarily in
Portugal to 'bb+' from 'bb'.

"In our opinion, the Portuguese banking sector's operating
environment has improved. This has led us to upgrade BCP, as has
the bank's recent progress in reducing its stock of NPEs and
restoring its domestic profitability. As of mid-2018, BCP's stock
of NPEs had reduced by EUR2.7 billion since 2016, and almost
halved from the 2013 peak. The bank's NPE workout strategy amid
favorable economic conditions has improved its NPE ratio to 13.2%
as of mid-2018, from 18% as of end-2016. BCP has also gradually
restored the profitability of its domestic operations that
returned to generate profit since the last quarter of 2017, after
four years of negative returns.

"While the more benign macroeconomic environment in Portugal
(where Haitong Bank holds 50% of its exposure) should also
support the bank in cleaning up its legacy NPEs (33% of gross
loans at end-June 2018), we note that Haitong Bank's capital
generation capacity is not as closely linked to the domestic
macroeconomic environment compared to the other Portuguese banks.
Haitong Bank's heavy reliance on wholesale funding compared with
domestic peers (86% of its funding base as of June-2018) also
weighs on our view of the bank's stand-alone creditworthiness.

"The more supportive conditions in the Portuguese banking sector
have also benefited our view of Totta S.A.'s and BPI's stand-
alone credit profiles (SACP), now at 'bbb-' and 'bb+',
respectively. That said, we affirmed the ratings because they are
capped at the level of the long-term sovereign credit rating on
Portugal. This signifies that we do not consider Santander and
Caixabank willing and able to sufficiently support their
respective subsidiaries during stress associated with a sovereign
default.

"Our view of BPI's stronger stand-alone creditworthiness also
reflects our expectation of strengthened capitalization. Our
risk-adjusted capital (RAC) ratio should remain comfortably above
the 5% threshold over the next couple of years thanks to the
completion of the sale of ancillary business segments to its
parent company in due course.

"We therefore now incorporate only one notch (from the previous
three) of parental support into our long-term rating on BPI,
reflecting its status as highly strategically important
subsidiary of Caixabank. Given that Totta S.A.'s SACP is now
aligned to its issuer credit rating (ICR) we are not
incorporating into its ICR any notch of parental support,
although we continue to consider it as a highly strategically
important subsidiary of Santander."

OUTLOOKS

BCP: Stable

S&P said, "The stable outlook on BCP indicates that we expect our
ratings to remain unchanged over the next 12 months. We expect
the bank will continue to focus on reducing its current high
stock of problematic assets, aided by the more benign economic
environment, reaching an NPE ratio of around 10% by end-2019.
However, we consider such stock will still be high compared to
both domestic and international peers.

"Our stable outlook also assumes that BCP will continue to
strengthen its returns, and that domestic operations will remain
profitable on the back of lower credit losses; that said, we
believe that profitability will still remain primarily supported
by the performance of BCP's international units, particularly
Poland. Overall, we expect some further earnings retention, but
capital will still be modest compared to the risks BCP bears. In
addition, we believe that BCP will not become overly aggressive
under its new strategic plan, and that it will continue focusing
mostly on the same lines as in the previous plan.

"We could upgrade BCP if it proves able to significantly reduce
its stock of problematic assets, closing its asset quality gap
versus its closest peers, while at the same time maintaining
adequate coverage levels. Conversely, we could lower the ratings
if the bank's capitalization weakened considerably or if it
engages in acquisitions that significantly impair its financial
profile of pose managerial challenges."

BANCO BPI: Positive

S&P said, "The positive outlook on BPI mirrors that on Portugal
and signifies that we could upgrade BPI if we raised the ratings
on Portugal in the next 12-24 months. It also reflects our
expectation that BPI will remain a highly strategic subsidiary of
parent CaixaBank over the next 12-24 months."

If S&P revised the outlook on Portugal to stable, S&P would take
the same action on BPI. A negative rating action triggered by a
deterioration of Banco BPI's stand-alone creditworthiness is
unlikely at this stage. Should Banco BPI's SACP weaken, the
issuer credit rating on Banco BPI would be cushioned by
additional uplift for extraordinary parental support, as long as
the bank remains a highly strategically important subsidiary of
CaixaBank.

TOTTA S.A.: Positive

S&P said, "Our positive outlook on Totta S.A. mirrors that on
Portugal and signifies that we could upgrade Totta if we raised
the ratings on Portugal in the next 12-24 months. We expect Totta
S.A.'s management to successfully complete integration of the
acquired Portuguese business of former Banco Popular Espa§ol
S.A., and that this acquisition will not meaningfully hamper the
bank's stand-alone creditworthiness--specifically, its capital
position and better-than-domestic-average asset quality.

"If we revised the outlook on Portugal to stable we would take a
corresponding action on Totta S.A. Should Totta S.A.'s SACP
weaken, the issuer credit rating on Totta S.A. would be cushioned
by additional uplift for extraordinary parental support, as long
as the bank remains a highly strategically important subsidiary
of Santander."

HAITONG: Stable

S&P said, "S&P Global Ratings' stable outlook on Haitong Bank
reflects our view that its ratings are unlikely to change over
the next 12 months. Delivering on its new strategy will be
difficult and, even if successful, we would not expect the bank's
financial profile to significantly strengthen. We anticipate that
Haitong Bank will remain loss-making over the next two years;
this weighs on our estimated risk-adjusted capital (RAC) ratio.
We also expect that its stock of NPEs will remain high, and will
represent about 25% of its exposure at end-2018.

"We could raise the ratings if we see evidence that Haitong Bank
is delivering on its strategic goals, strengthening its financial
profile, and proving sustainably profitable. Alternatively, we
could raise the ratings if it becomes a more important subsidiary
for the group. That said, we consider the latter to be largely
contingent on the new strategy proving successful.

"Conversely, we could lower the ratings on Haitong Bank if
management fails to deliver on its strategic refocus, fails to
strengthen its financial profile, faces a renewed need to
restructure, or the parent's future commitment is uncertain."

BICRA Score Snapshot*
Portugal                     To                From

BICRA                        6                 7

Economic Risk                6                 6
  Economic resilience         Intermediate risk Intermediate risk
  Economic Imbalances         High risk         High risk
  Credit risk in the economy  High risk         High risk

Industry risk                6                  7
  Institutional framework     Intermediate risk Intermediate
                                                risk
  Competitive dynamics        High risk         Very high risk
  Systemwide funding          High risk         High risk

Trends
  Economic risk trend         Stable             Stable
  Industry risk trend         Stable             Positive

* Banking Industry Country Risk Assessment (BICRA) economic risk
  and industry risk scores are on a scale from 1 (lowest risk) to
  10 (highest risk).

RATING SCORE SNAPSHOTS
BCP
                          To                       From
Issuer Credit Rating     BB/Stable/B              BB-/Positive/B

SACP                     bb                       bb-
  Anchor                  bb+                      bb
Business Position        Adequate (0)             Adequate (0)
Capital and Earnings     Moderate (0)             Moderate (0)
Risk Position            Moderate (-1)            Moderate (-1)
Funding and Liquidity    Average and Adequate (0) Average and
                                                   Adequate (0)

Support                  (0)                      (0)
  ALAC Support            (0)                      (0)
GRE Support              (0)                      (0)
Group Support            (0)                      (0)
Sovereign Support        (0)                      (0)

Additional Factors       (0)                      (0)

BANCO BPI

Issuer Credit Rating     BBB-/Positive/A-3    BBB-/Positive/A-3

SACP                     bb+                       bb-
  Anchor                  bb+                       bb
Business Position        Adequate (0)              Adequate (0)
Capital and Earnings     Moderate (0)              Weak (-1)
Risk Position            Adequate (0)              Adequate (0)
Funding and Liquidity    Average and Adequate (0)  Average and
                                                    Adequate (0)

Support                  (1)                       (3)
  ALAC Support            (0)                       (0)
GRE Support              (0)                       (0)
Group Support            (1)                       (3)
Sovereign Support        (0)                       (0)

Additional Factors       (0)                       (0)

BANCO SANTANDER TOTTA S.A.

Issuer Credit Rating     BBB-/Positive/A-3    BBB-/Positive/A-3

SACP                     bbb-                      bb+
  Anchor                  bb+                       bb
Business Position        Adequate (0)              Adequate (0)
Capital and Earnings     Moderate (0)              Moderate (0)
Risk Position            Strong (+1)               Strong (+1)
Funding and Liquidity    Average and Adequate (0)  Average and
                                                    Adequate (0)

Support                  (0)                       (1)
  ALAC Support            (0)                       (0)
GRE Support              (0)                       (0)
Group Support            (0)                       (1)
Sovereign Support        (0)                       (0)

Additional Factors       (0)                       (0)

HAITONG BANK

Issuer Credit Rating     BB-/Stable/B               BB-/Stable/B

SACP                     b-                         b-
  Anchor                  bb+                        bb
Business Position        Weak (-2)                  Weak (-2)
Capital and Earnings     Adequate (0)               Moderate (0)
Risk Position            Weak (-2)                  Weak (-2)
Funding and Liquidity    Below Average and          Average and
                          Adequate (-1)              Adequate (0)

Support                  (3)                        (3)
  ALAC Support            (0)                        (0)
GRE Support              (0)                        (0)
Group Support            (3)                        (3)
Sovereign Support        (0)                        (0)

Additional Factors       (0)                        (0)

RATINGS LIST

Upgraded; Outlook Action; Ratings Affirmed
                                   To             From
Banco Comercial Portugues S.A.
  Issuer Credit Rating             BB/Stable/B    BB-/Positive/B
  Resolution Counterparty Rating   BBB-/--/A-3    BB+/--/B
  Subordinated                     B              B-

BCP Finance Bank Ltd.
  Senior Unsecured                 BB             BB-

BCP Finance Co.
  Preference Stock                 CCC+           CCC

Ratings Affirmed

Banco Santander Totta S.A.
  Issuer Credit Rating                   BBB-/Positive/A-3
  Resolution Counterparty Rating         BBB-/--/A-3
  Senior Unsecured                       BBB-
  Commercial Paper                       A-3

Totta Ireland PLC
  Commercial Paper                       A-3

Banco BPI S.A.
Banco Portugues de Investimento S.A.
  Issuer Credit Rating                   BBB-/Positive/A-3
  Resolution Counterparty Rating         BBB-/--/A-3
Banco BPI Cayman Ltd.
  Commercial Paper*                      A-3
Banco BPI S.A. (Cayman Islands Branch)
  Senior Unsecured                       BBB-
*Guaranteed by Banco BPI S.A.

Haitong Bank S.A.
  Issuer Credit Rating                   BB-/Stable/B
  Junior Subordinated                    CCC
Haitong Investment Ireland PLC
  Senior Unsecured                       BB-



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


BBVA RMBS 5: DBRS Confirms BB(high) Rating on Series C Notes
------------------------------------------------------------
DBRS Ratings Limited took the following rating actions of the
bonds issued by BBVA RMBS 5 FTA (the Issuer):

-- Series A confirmed at A (high) (sf)
-- Series B upgraded to BBB (sf) from BBB (low) (sf)
-- Series C confirmed at BB (high) (sf)

Additionally, DBRS removed the Under Review with Positive
Implications (UR-Pos.) status of the Series A, Series B and
Series C notes (together, the Rated Notes). The ratings of the
Rated Notes address the timely payment of interest and ultimate
payment of principal on or before the legal final maturity date.

The rating actions are the result of an annual review of the
transaction following publication of an update to the "European
RMBS Insight: Spanish Addendum" on October 2, 2018, where DBRS
updated its house price indexation and market value decline rates
to reflect data through the third quarter of 2017.

The Rated Notes were placed UR-Pos. on June 1, 2018, pending
DBRS's analysis of the recent performance of the Spanish real
estate market. The UR-Pos. status of the Rated Notes was extended
following the publication of the "European RMBS Insight: Spanish
Addendum - Request for Comment" on July 24, 2018.

The rating actions are based on the following analytical
considerations:

   -- Portfolio performance, in terms of delinquencies, defaults
      and losses.

   -- Portfolio default rate (PD), loss given default (LGD) and
      expected loss assumptions on the remaining receivables.

   -- Current available credit enhancement to the notes to cover
      the expected losses at their respective rating levels.

BBVA RMBS 5 FTA is a securitization of Spanish residential
mortgages originated and serviced by Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA).

PORTFOLIO PERFORMANCE

As of June 2018, the cumulative default ratio was 7.4% and the
90+ delinquency ratio (excluding defaulted loans) was 0.4%.

PORTFOLIO ASSUMPTIONS

DBRS conducted a loan-by-loan analysis of the remaining pool of
receivables and has updated its base case PD and LGD assumptions
to 5.7% and 43.4%, respectively.

CREDIT ENHANCEMENT

As of the June 2018 payment date, credit enhancement to the
Series A notes was 23.2%, up from 9.3% at the DBRS initial
rating. Credit enhancement to the Series B notes was 13.2%, up
from 4.3% at the DBRS initial rating. Credit enhancement to the
Series C notes was 10.2%, up from 2.8% at the DBRS initial
rating.

Credit enhancement to each class of Rated Notes is provided by
subordination of junior classes and a reserve fund, currently at
the target level of EUR 242.6 million.

BBVA acts as the account bank for the transaction. The account
bank reference rating is A (high) - being one notch below the
DBRS public Long-Term Critical Obligations Rating of BBVA of AA
(low). On the basis of BBVA's rating and the mitigants outlined
in the transaction documents, DBRS considers the risk arising
from the exposure to BBVA to be consistent with the rating
assigned to the Rated Notes.

Notes: All figures are in euros unless otherwise noted.


CAIXA ECONOMICA MONTEPIO: DBRS Confirms 'BB' LT Issuer Rating
-------------------------------------------------------------
DBRS Ratings Limited confirmed the ratings of Caixa Economica
Montepio Geral, S.A. (CEMG or the Bank), including its Long-Term
Issuer Rating at BB and the Short-Term Issuer Rating at R-4. The
trend on the Long-Term ratings remains Negative while the trend
on the Short-term ratings is Stable. The Banks's Intrinsic
Assessment (IA) has been maintained at BB and the Support
Assessment remains at SA3.

KEY RATING CONSIDERATIONS

The confirmation of CEMG's Long-Term Ratings reflects the Bank's
progress in asset quality and profitability in the last twelve
months. These improvements largely relate to the reduction in
Non-performing loans (NPLs) and the reinforced coverage levels.
It also reflects the bank's improved retained earnings as well as
the signs that the customer deposit base has stabilized. The
Negative Trend reflects the Bank's small capital cushion over
minimum regulatory requirements and the need for further progress
in asset quality and profitability.

RATING DRIVERS

For the trend to return to Stable, the Bank would need to
demonstrate a strengthening of overall capital levels together
with continued improvement of asset quality, and continued
progress in profitability.

Negative pressure on the ratings could arise if the Bank fails to
further improve asset quality and reinforce regulatory capital
cushions.

RATING RATIONALE

CEMG's activities are mostly concentrated in Portugal, where it
has a domestic market share of 6% for total loans and deposits.
After years of reporting losses, CEMG returned to full year
profits in 2017. The bank has reported positive net income in the
last 18 months, but profitability remains weak. Results have been
supported since 2017 by lower loan loss provisions and cost
restructuring, despite much lower capital gains from financial
operations. In 1H18, the bank reported net attributable income of
EUR 15.8 million, up 21% year-on-year (YoY). Net interest income
(NII) remained under pressure in 1H18, down 6.3% YoY, primarily
affected by lower revenues from fixed-income securities following
a significant reduction of the portfolio in 2017. The Bank is
making progress in growing commissions, which were up 4% YoY.

CEMG's asset quality remains weak with a high stock of NPLs
(European Banking Authority (EBA) definition) and an elevated NPL
ratio (EBA definition, excluding exposures to central banks and
credit institutions). DBRS recognizes that CEMG has made progress
by reducing NPLs 24% since end-2016 and is committed to improving
asset quality further. However, the NPL ratio, albeit improved,
remains high at 15.5% at end-June 2018 (as calculated by DBRS).
The NPL reduction was largely driven by an NPL securitization of
EUR 580.6 million to institutional investors completed in 4Q17.
Improving economic conditions in Portugal has also translated
into lower gross entries of NPLs. DBRS also notes that the Bank's
NPL coverage ratios have improved in the last 12 months to 51.7%
at end-June 2018, from 44.9% at end-2017.

CEMG's funding and liquidity position is underpinned by its
mutual status. After significant stress in 1Q17, the Bank's
customer deposits appear to have stabilized. DBRS expects that
the recently appointed management should bring further
stabilization to CEMG's franchise and this remains a key
consideration for the ratings. CEMG has also reduced its reliance
on funding from the European Central Bank in the last year,
although this funding source still represents a relatively high
8% of total assets at end-June 2018.

CEMG's capital position remains weak given its small cushion over
minimum regulatory requirements, particularly in relation to
total capital. DBRS recognizes that the bank is making progress
in internal capital generation but needs to see further progress
on the capital front for the trend to return to Stable. CEMG
reported a 13.5% Common Equity Tier 1 (CET1) phased-in ratio at
end-June 2018, which had improved from 10.4% at end-2016, largely
as a result of a capital injection received from its shareholder,
the Montepio Geral Associacao Mutualista in June 2017. The total
capital (phased-in) ratio was 13.6% at end-June 2018 These ratios
compare to the 2018 minimum Overall Capital requirement (OCR) for
CET1 phased-in of 9.4% and of 12.9% for Total Capital (phased-
in).

The Grid Summary Grades for CEMG are as follows: Franchise
Strength -- Good/Moderate; Earnings Power -- Weak; Risk
Profile -- Moderate/Weak; Funding & Liquidity -- Moderate/Weak;
Capitalization -- Weak.



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


SAS AB: Egan-Jones Hikes Senior Unsecured Ratings to BB+
--------------------------------------------------------
Egan-Jones Ratings Company, on October 4, 2018, upgraded the
foreign currency and local currency senior unsecured ratings on
debt issued by SAS AB to BB+ from BB.

Scandinavian Airlines System Aktiebolag, trading as SAS Group and
SAS AB, is an airline holding company headquartered in the SAS
Frosundavik Office Building in Solna Municipality, Sweden. It is
the owner of the airlines Scandinavian Airlines and Scandinavian
Airlines Ireland.



===========
T U R K E Y
===========


DOGUS HOLDINGS: S&P Cuts Long-Term ICR to 'B-', On Watch Negative
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit ratings on
Turkish investment holding company Dogus to 'B-' from 'B' and its
long- and short-term Turkey national scale ratings to 'trBB+/trB'
from 'trBBB+/trA-2'. At the same time, S&P placed all the ratings
on CreditWatch with negative implications.

The term sheet for a major refinancing -- EUR725 million for
Dogus Holding and EUR1.6 billion for its investee companies --
was not signed on the date we previously expected. S&P's rating
actions indicate the strength of its concern regarding the delay.
According to Dogus' management, the delay arose because due
diligence processes took longer than expected; the assets pledged
as collateral are spread over seven jurisdictions.

As management previously indicated, three of the coordination
banks (Akbank T.A.S., Turkiye IS Bankasi A.S., and Yapi VE Kredi
Banakasi A.S.) have signed the term sheet. These banks account
for 54% of the total refinancing package; however, the remaining
parties have not yet signed and therefore the process is still
not completed. S&P understands the process is ongoing.

Although S&P takes comfort from the fact that the coordination
banks have signed the term sheet, S&P considers that the delay
increases the risk that the refinancing will not be executed. In
S&P's base case, however, S&P still believes it likely that the
term sheets will be signed within the next month.

Dogus has been able to roll over principal maturity payments of
$8.3 million since the start of the refinancing in June 2018, and
has paid in full its interest due during this period. If the debt
maturity is not extended as previously envisaged, S&P does not
expect Dogus will be able to meet its financial commitments over
the coming year without accelerating and executing asset sales.

S&P said, "We understand Dogus has a detailed plan to dispose of
part of its real estate assets for a total of about EUR500
million in 2019. Most of these assets are outside Turkey. Because
we treat Dogus as an investment holding company, we expect
management to sell assets occasionally to meet its debt
obligations, but we consider that Dogus is overreliant on timely
asset sales to meet its upcoming debt maturities. We anticipate
that it will be highly exposed to the timing and valuation risks
of these asset sales."

According to management, cash and cash equivalents are currently
around EUR75 million. All cash is now held in foreign exchange
deposits at domestic banks in Turkey. In total, the company has
sold assets of about EUR313 million over 2018. This compares with
debt maturities of EUR73 million within the next year and EUR253
million within the next two years.

S&P said, "As of October 2018, we estimate that Dogus' loan-to-
value (LTV) ratio, a measure of leverage for investment holding
companies, stood at about 35%-40%. This is within our
expectations at the current rating level (LTV lower than 45%).
However, the macroeconomic situation in Turkey is volatile,
presenting a clear risk that asset prices within Turkey could
fall further. When calculating the LTV ratio, we include only the
financial debt of about EUR1 billion reported at the holding
company level. The exchange rate in our calculation was 6.95
Turkish lira to the euro."

Although larger in U.S. dollar terms, Dogus' portfolio is weaker
than those of rated peers such as JSC Georgia Capital
(B+/Stable/--). Dogus has relatively low levels of listed assets,
estimated at about 10% of the total portfolio; and high asset
concentration. Liquidity is materially weaker than Georgia
Capital's supporting the current one-notch rating differential.

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

-- An LTV below 45%. Given the unstable political situation,
     which is affecting the economy and the dollar-to-lira
     exchange rate, S&P continues to expect material volatility in
     the LTV ratio.

-- The cash flow adequacy ratio could fall below 0.7x in 2018
    and 2019.

According to Dogus, there are no financial covenants in the
signed term sheet.

S&P aims to resolve the CreditWatch placement within the next few
months. If the proposed debt maturity extension fails to
materialize, and it considers Dogus unlikely to have the capacity
to meet its financial commitments, it could lower the ratings to
the 'CCC' category.

Dogus has rolled over $8 million in accrued debt since the start
of the refinancing (and US$444 including all its group companies)
and has low levels of absolute liquidity at only $75 million on
Oct. 2, 2018. S&P therefore views a downgrade as a possibility if
the refinancing is not executed.

S&P said, "We could also lower the rating if we saw further
deterioration in Dogus' liquidity as a result of delays to
planned asset sales.

"Alternatively, we may affirm the ratings with a stable outlook
if the proposed debt maturity extension is successful and Dogus'
prospective liquidity position is materially improved by asset
sales, a successful refinancing, or by other means, such that
upcoming debt maturities are comfortably covered on a continuing
basis."


QNB FINANSBANK: Fitch Lowers LT Issuer Default Rating to 'BB'
-------------------------------------------------------------
Fitch Ratings has downgraded Bosphorus Financial Services
Limited's diversified payment rights debt by one-notch to 'BB+'
from 'BBB-'. The Outlook is Negative.

The downgrade follows the recent downgrade of the originator, QNB
Finansbank A.S.'s (QNB Finansbank) Long-Term Local-Currency
Issuer Default Rating (IDR) to 'BB' from 'BB+'.

The Negative Outlook reflects the downside risk to macroeconomic
stability that could affect the DPR flows and hence programme
performance.

The ratings address the likelihood of timely payment of interest
and principal.

Bosphorus is a financial future flow securitisation backed by
originating bank's generation of foreign currency flows
(denominated in US dollars, euros or pounds sterling). Collateral
consists of existing and future rights of the bank to receive
foreign currency payments into its accounts with correspondent
banks abroad. DPRs can arise for a variety of reasons including
payments due on the export of goods and services, capital flows,
tourism and personal remittances.

KEY RATING DRIVERS

Fitch maintains the Going Concern Assessment score of GC2 on QNB
Finansbank. Fitch continues to view the increased systemic stress
to be a highly significant rating driver for Turkish DPR ratings
over the short to medium term. Fitch has maintained the notching
differential between the DPR rating and the originator's LC IDR
at one-notch.

Fitch calculates the monthly debt service coverage ratio (DSCR)
for the programme at 50x based on the average monthly offshore
flows processed through designated depositary banks (DDBs) of the
past 12 months, after incorporating interest rate stresses. Fitch
does not expect the Turkish government's decree limiting the use
of foreign currency in some domestic business deals to impact the
Fitch-calculated DSCR as Fitch always excludes intra-Turkey
flows.

Fitch also tested the sustainability of coverage under various
scenarios, including FX stresses, a reduction in payment orders
based on the top 20 beneficiary concentrations and a reduction in
remittances based on the steepest quarterly decline in the last
five years. In Fitch's scenario analysis, the calculated DSCR
ranges from around 30x-40x. At present, the flows are sufficient
to support the ratings.

According to Bosphorus's transaction documents, the 'BB+' DPR
rating could trigger early amortisation which activates the
trapping of 60% of the excess cash to speed up amortisation,
subject to noteholders' discretion.

VARIATIONS FROM CRITERIA

None

RATING SENSITIVITIES

The most significant variables affecting the transaction's
ratings are the credit quality of the originator, the GCA score,
the DPR flows and debt coverage ratio. Fitch would analyse a
change in any of these variables for the impact on the
transaction's ratings.

Another important consideration that could lead to rating action
is the level of future flow debt as a percentage of the bank's
overall liability profile, its non-deposit funding and long-term
funding. This is factored into Fitch's analysis to determine the
maximum achievable notching differential, given the GCA score.

USE OF THIRD-PARTY DUE DILIGENCE PURSUANT TO RULE 17G-10

Form ABS Due Diligence-15E was not provided to, or reviewed by,
Fitch in relation to this rating action.

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the DPR
programme. There were no findings that were material to this
analysis. Fitch has neither requested any third-party assessment
of the information about DPR flows nor conducted a review of
origination files because there is no existing asset portfolio to
assess in future flow transactions.

Overall, Fitch's assessment of the information relied upon for
the agency's rating analysis according to its applicable rating
methodologies indicates that it is adequately reliable.

SOURCES OF INFORMATION

The information here was used in the analysis.

  - Servicing reports and DPR information provided by QNB
Finansbank up until August 2018.

MODELS

None

Fitch has downgraded the following ratings:

Tranche 2012-C: downgraded to 'BB+' from 'BBB-'; Outlook Negative

Tranche 2015-A: downgraded to 'BB+' from 'BBB-'; Outlook Negative

Tranche 2015-B: downgraded to 'BB+' from 'BBB-'; Outlook Negative

Tranche 2015-C: downgraded to 'BB+' from 'BBB-'; Outlook Negative

Tranche 2015-D: downgraded to 'BB+' from 'BBB-'; Outlook Negative

Tranche 2017-A: downgraded to 'BB+' from 'BBB-'; Outlook Negative

Tranche 2017-B: downgraded to 'BB+' from 'BBB-'; Outlook Negative



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


BURNING NIGHT: In Administration, Buyer Sought for Venues
---------------------------------------------------------
Business-Sale reports that bar firm Burning Night Group, the
owner of a number of Bierkeller Entertainment Complexes around
the country, has fallen into administration.

Corporate recovery and professional services firm Begbies Traynor
have been called in to handle the administration, Business-Sale
relates.  According to Business-Sale, partners Andrew Mackenzie
-- andrew.mackenzie@begbies-traynor.com -- and Julian Pitts --
julian.pitts@begbies-traynor.com -- have been appointed as joint
administrators and have also been assigned as joint
administrators of Cornertrack Limited, a fully-owned subsidiary
of Burning Night Group and supplier for the venues.

The administration comes after the closure of the company's
Cardiff venue at Millennium Stadium, Business-Sale notes.

"It is important to stress that the companies which own the
Bierkeller leases are not in administration and we are working
closely with management and lenders to continue to trade these
prime assets to their full.  We are currently seeking a buyer for
the venues in order to bring about the best outcome for the
company's creditors, staff and customers," Business-Sale quotes
Mr. Mackenzie, as saying.

The Burning Night Group employs more than 500 members of staff
across the UK with an annual revenue of more than GBP25 million
in the 2017/2018 financial year.  Bierkellers comprises a
significant part of the Group's operations.


ENSCO PLC: S&P Puts 'B-' Issuer Credit Rating on Watch Positive
---------------------------------------------------------------
S&P Global Ratings placed its ratings on London-based Ensco plc,
including its 'B-' issuer credit rating, on CreditWatch with
positive implications.

S&P also placed the 'B' issue-level rating on the company's
senior unsecured debt on CreditWatch with positive implications.
The recovery rating on this debt remains '2', indicating its
expectation of substantial (70% to 90%; rounded estimate: 80%)
recovery to creditors in the event of a payment default.

The CreditWatch placement follows Ensco plc's announcement that
it has agreed to merge with offshore drilling peer Rowan
Companies plc (B/Negative/--)in an all-stock transaction valued
at about $2.4 billion based on closing stock prices this past
Friday. Ensco will also assume Rowan's $2.5 billion of debt and
$1.1 billion of cash. The combined entity will have the largest
overall fleet size in the industry, including the leading jack-up
fleet (54 rigs) and second largest floater fleet (28 rigs). S&P
views the increased exposure to jack-ups as favorable, given it
expects demand for jack-ups to recover more quickly than demand
for floaters based on the lower estimated breakeven costs and
shorter payback periods for shallow water wells. Rowan also
participates in a 50/50 joint venture with Saudi Aramco, which,
over time, should provide significant backlog with an active
customer.

S&P said, "The CreditWatch placement reflects the potential that
we could raise ratings when the transaction closes. Ensco will
benefit from the increased fleet size and greater exposure to the
high-specification jack-up market, which we believe will recover
more quickly than the floater market. We expect credit measures
to remain high in 2019, as cash severance and restructuring
charges offset projected cost savings; however, we expect them to
improve in 2020 due to ongoing operating synergies and improving
rig utilization. We intend to resolve the CreditWatch around the
close of the transaction, expected by the end of the second
quarter of 2019."


HOUSE OF FRASER: Cirencester Store Set to Close in January
----------------------------------------------------------
Tamash Lal at Wilts and Gloucestershire Standard reports that
embattled high street retailer House of Fraser's Cirencester
store will close in January.

The Market Place store has started a closing down sale and
reports suggest that staff were informed of the imminent closure,
The Standard discloses.

Hopes had been raised that some of these stores, including
Cirencester and Swindon, could face a reprieve following the
announcement in August that Mike Ashley's Sports Direct had
agreed to buy the House of Fraser department store chain for
GBP90 million, The Standard notes.

In June this year, House of Fraser announced that it was
preparing to close 31 of its 59 branches across the UK, including
Cirencester, in an effort to keep the business going as part of a
company voluntary arrangement (CVA), The Standard recounts.

Mr. Ashley pledged to save around 47 of House of Fraser's 59
outlets and struck a deal to save flagship Oxford Street store,
which had been earmarked for closure, The Standard relates.

However, he has been unable to save both the Cirencester and
Swindon branches from closure, The Standard notes.

The Standard understands that there are no plans to close the
Cheltenham store.


PATISSERIE HOLDINGS: Faces Winding-Up Petition
----------------------------------------------
Cat Rutter Pooley at The Financial Times reports that
Patisserie Holdings, the owner of UK high street chain Patisserie
Valerie, said it had discovered on Oct. 10 that a petition to
wind up the group has been filed in court by the UK tax
authorities against its main trading company.

The High Court petition, which is against Stonebeach Limited,
relates to GBP1.14 million due to HM Revenue & Customs, the FT
discloses.  It was filed on Sept. 14 and advertised in the legal
Gazette on Oct. 5, but the board of Patisserie Holdings only
became aware of the move on Wednesday, Oct. 10, the company said
in a statement, the FT relates.

"The company and its advisors are in communication with HMRC with
the objective of addressing the petition", the FT quotes the
company as saying.  A hearing is due on Oct. 31 if the situation
cannot be resolved sooner, the FT states.

The announcement follows a statement earlier in the day that
Patisserie Holdings' board has been notified of significant and
"potentially fraudulent" accounting irregularities at the
company, the FT notes.  That revelation prompted the suspension
both of the company's shares from trading and of its chief
financial officer, pending an investigation, the FT recounts.



                            *********

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.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2018.  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.

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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.


                 * * * End of Transmission * * *