/raid1/www/Hosts/bankrupt/TCREUR_Public/190129.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

          Tuesday, January 29, 2019, Vol. 20, No. 020


                            Headlines


A Z E R B A I J A N

AZERBAIJAN: S&P Affirms 'BB+/B' Sovereign Credit Ratings


B E L A R U S

MIKRO LEASING: Fitch Assigns B- Long-Term IDR, Outlook Stable


B E L G I U M

NEW LOOK: Belgium Division Files for Insolvency


F R A N C E

ARJOWIGGINS GRAPHIC: February 4 Deadline Set for Binding Offers
CASSINI SAS: Moody's Assigns B2 CFR, Outlook Negative
CASSINI SAS: S&P Puts Preliminary 'B' Rating to New Sr. Sec. Debt
COMETE HOLDING: S&P Affirms 'B' Rating on EUR455MM Sr. Sec. Debt
SUNPARTNER TECHNOLOGIES: Seek Buyers After Filing for Insolvency


I R E L A N D

BILBAO CLO II: Moody's Assigns (P)B2 Rating to Class E Notes
CARLYLE EURO 2019-1: Moody's Assigns (P)B2 Rating to Cl. E Notes
CARLYLE EURO 2019-1: Fitch Assigns B-(EXP) Rating to Class E Debt
CROSTHWAITE PARK: Moody's Assigns (P)B3 Rating to Class E Notes
CROSTHWAITE PARK: Fitch Assigns B-(EXP) Rating to Class E Debt


S P A I N

DISTRIBUIDORA INTERNACIONAL: Moody's Cuts MTN Prog Rating to Caa2


T U R K E Y

ANADOLUBANK AS: Fitch Affirms B+ Long-Term Issuer Default Rating


U N I T E D   K I N G D O M

FLYBE: Largest Shareholder Wants to Remove Chairman
OFFICE OUTLET: Seeks Capital to Open New Stores Following CVA
PAPERCHASE: Owner Explores Possible Sale, CVA Mulled
PHILLIPS FINE: Applies for CVA, To Shut Down on February 1
PINEWOOD GROUP: Fitch Affirms BB Long-Term IDR, Outlook Stable


                            *********



===================
A Z E R B A I J A N
===================


AZERBAIJAN: S&P Affirms 'BB+/B' Sovereign Credit Ratings
--------------------------------------------------------
On Jan. 25, 2019, S&P Global Ratings affirmed the long- and
short-term foreign and local currency sovereign credit ratings on
Azerbaijan at 'BB+/B'. The outlook on the long-term ratings is
stable.

OUTLOOK

S&P said, "The stable outlook indicates our view of balanced
risks to the ratings over the next 12 months; we expect that the
authorities will continue to focus on macroeconomic stability,
including fiscal management through a period of lower oil prices.

"We could lower the ratings if Azerbaijan's economic prospects
weakened compared to our present forecast. This could happen, for
example, as a result of delays affecting the Shah Deniz II (SDII)
gas project, leading to reduced investments and ultimately lower
exports. It could also occur if oil production declined
substantially faster than expected.

"We could also lower the ratings if external vulnerabilities were
to escalate, resulting for instance in a decline in central bank
reserves, or if domestic political risks increased in response to
a significant recent decline in real incomes, possibly
restricting the government's ability to control spending.

"We could consider an upgrade if there were greater
diversification in the economy over time, in particular in
Azerbaijan's export profile. This could potentially reduce
volatility in Azerbaijan's external terms-of-trade. If this was
to occur in tandem with a strengthening net external position and
improved external stock data provision, then we could also
consider these factors together as supportive of an upgrade."

RATIONALE

S&P's ratings on Azerbaijan are primarily supported by the
sovereign's strong fiscal position, which is underpinned by the
large stock of foreign assets accumulated in the sovereign wealth
fund, SOFAZ. The ratings are constrained by weak institutional
effectiveness, the narrow and concentrated economic base, limited
monetary policy flexibility, and only partial and less-than-
timely data on Azerbaijan's international investment position.

Institutional and Economic Profile: Tepid economic growth is
expected

-- In S&P's view, Azerbaijan's institutions remain weak and
    Policy changes will be limited.

-- While this dynamic will likely mean Azerbaijan's economic
    performance stays below potential, we expect economic
    stability to be at the top of authorities' priorities.

-- Economic growth will moderately recover but remain dependent
    on oil industry trends and public investment.

-- S&P said, "We anticipate limited changes in policy direction
    over the forecast period and, following the disruption caused
    by the 2014/2015 oil price shock, we expect the authorities
    will continue to prioritize preserving economic stability. We
    note that SOFAZ assets, the government's wealth fund, have
     increased materially over the past few years, buoyed by
     higher oil prices. We have recently lowered our oil price
    assumptions, leading us to slightly reduce our growth
    expectations as consumption and investment levels are likely
    to fall in tandem; we expect oil prices to be some 24% lower
    than in 2018."

S&P said, "In our opinion, Azerbaijan's institutions remain weak.
They are characterized by highly centralized decision-making and
lack transparency, which can make policy responses difficult to
predict. Political power remains concentrated in the president
and his administration, with limited checks and balances.

"We also see geopolitical risks stemming from the unresolved
dispute with Armenia over the Nagorno-Karabakh region. The
conflict last flared up in 2016. While it is unlikely to escalate
again in the medium term -- and despite some indications of the
potential for dialogue -- the prospects for resolution remain
remote, in our opinion.

"Our expectation of a substantial fall in oil prices in 2019
versus 2018 will likely weigh on Azerbaijan's economic outlook.
Factors that characterized 2016 and 2017 could resurface: namely,
cautious public investment and weak consumption dynamics
following a material weakening of the Azerbaijani manat leading
to weaker confidence and purchasing power.

"Still, we expect the country's economic performance to gradually
improve over the next few years, and we forecast average growth
of just under 3% through 2022. Growth should be supported by a
steady recovery in consumption and a cautious increase in
business confidence following the initial delivery of the large
SDII gasfield project, which saw Azeri gas delivered first to
Turkey and then to Europe, and was officially launched in early
July 2018. Over the next four years, we anticipate gas exports
will gradually rise as the project reaches full capacity, which
should strengthen broader economic dynamics."

Longer term, question marks have been raised over the production
from the Azeri-Chirag-Gunashli (ACG) field (Azerbaijan's biggest
field), from which two oil majors have announced they wish to
withdraw. With declining production anticipated -- given the
field's age -- further investment, and therefore production, is
uncertain, although production sharing agreements extend to 2050.
S&P assumes flat production for all Azerbaijan's hydrocarbon
production, with SDII and Absheron fields expected to offset
declining ACG production.

Flexibility and Performance Profile: A strong public balance
sheet partly offsets the weak banking sector and limited monetary
flexibility

-- The strength of Azerbaijan's fiscal balance sheet is the main
    factor supporting the ratings.

-- S&P expects lower oil prices will pressure fiscal and
     external balances, but that they will remain in a small
     surplus throughout the next four years.

-- Monetary policy effectiveness remains significantly
    constrained by the weak domestic banking system,
    underdeveloped capital markets, high dollarization, and lack
    of operational independence by the Central Bank of Azerbaijan
    (CBA).

Azerbaijan's strong fiscal balance sheet is the main factor
supporting the sovereign ratings. It is underpinned by the large
foreign assets accumulated in the sovereign wealth fund, SOFAZ.
S&P said, "We only count SOFAZ's liquid assets in our
calculations; we exclude the 20% of GDP equivalent exposures that
might be hard to liquidate if needed, such as the fund's domestic
investments and certain equity exposures. Even so, we forecast
SOFAZ's liquid assets at about 60% of GDP at year-end 2019 and
the sovereign to remain in an overall net-asset position
averaging 37% of GDP over our four-year forecast horizon."

During the forecast period the net-asset position will be
underpinned by recurrent general government surpluses. S&P said,
"We note they are lower than we previously assumed following our
recent revision to oil price assumptions. We now project that
Azerbaijan will post fiscal surpluses averaging 2% of GDP in
these years, down from 3%. We also expect the ongoing adoption of
fiscal rules that place limits on the pace of expenditure growth
will help maintain fiscal control, although their credibility
remains to be tested."

S&P said, "We project a stronger budgetary outcome for 2018 than
in the official government forecast, at around 7% of GDP. The
2018 budget was originally based on oil being $45 per barrel,
whereas the actual average was close to $72. Disclosed SOFAZ
assets were nearly $39 billion, up from $36 billion at end-2017.
Further, we understand that the capital expenditure budget was
underspent through to the third-quarter of 2018.

"We do not expect the launch of SDII and its expansion over the
next few years to have any substantial effect on the general
government budget. This is because Azerbaijan will mostly use the
profits from planned gas exports to pay down the debt of the
Southern Gas Corridor--a government special-purpose vehicle that
financed a substantial part of the project and received foreign
financing with government guarantees."

Nevertheless, over the medium term Azerbaijan will benefit from
the amended profit-sharing agreement reached last year for the
main ACG oilfield. In addition to potential production expansion,
under the contract Azerbaijan receives a bonus payment of $3.6
billion over eight years in equal instalments, which will be
deposited into SOFAZ.

S&P said, "In line with stronger projected fiscal performance, we
forecast the stock of general government debt as a share of GDP
will start declining. Over the past two years, it has expanded at
a much faster pace than the headline budgetary balances imply.
This has been mainly due to contingent liabilities emerging in
the banking system; the government contributed substantially to
the majority state-owned International Bank of Azerbaijan (IBA)
in 2016 by explicitly assuming the bank's liabilities of US$2.3
billion. The authorities currently plan to privatize IBA, but the
timeline and details remain unclear. We note that the European
Bank for Reconstruction and Development could potentially
participate in the privatization process.

"We believe that most risks to the sovereign from the weak
banking system have already materialized, so we see additional
contingent liabilities as limited. Even though the financial
system remains weak, we forecast it will gradually strengthen in
tandem with improved growth.

"Mirroring developments on the fiscal side, Azerbaijan's external
position remains strong on a stock basis and we expect the
country's liquid external assets to keep exceeding external debt.
Azerbaijan will remain vulnerable to potential terms-of-trade
volatility. Also, the available data for Azerbaijan's balance of
payments and international investment positions is limited--which
possibly underestimates external risks.

"Our ratings on Azerbaijan remain constrained by the limited
effectiveness of its monetary policy. We believe that the
increased flexibility of the manat exchange rate since 2015 has
helped lessen external pressures. Since April 2017, the exchange
rate has stabilized at 1.7 manat per U.S. dollar, suggesting
interventions in the foreign exchange (FX) market. Even so, we do
not consider the current arrangement a conventional peg; in our
view, if oil prices become less favorable the authorities will
allow the exchange rate to adjust promptly to avoid the
substantial loss of FX reserves as happened in 2015, and which
saw the CBA ultimately abandoning the peg in December that year.
Nevertheless, apart from setting the country's foreign exchange
regime and intervening, the CBA's ability to influence economic
developments remains considerably constrained. We estimate that
resident deposit dollarization remains more than 60%, which we
think severely limits the central bank's influence on domestic
monetary conditions." In addition, Azerbaijan's local currency
debt capital market remains small and underdeveloped and CBA's
operational independence remains limited.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the
methodology applicable. At the onset of the committee, the chair
confirmed that the information provided to the Rating Committee
by the primary analyst had been distributed in a timely manner
and was sufficient for Committee members to make an informed
decision. After the primary analyst gave opening remarks and
explained the recommendation, the Committee discussed key rating
factors and critical issues in accordance with the relevant
criteria. Qualitative and quantitative risk factors were
considered and discussed, looking at track-record and forecasts.

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

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

  RATINGS LIST
  Ratings Affirmed

  Azerbaijan
   Sovereign Credit Rating                BB+/Stable/B
   Transfer & Convertibility Assessment   BB+


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B E L A R U S
=============


MIKRO LEASING: Fitch Assigns B- Long-Term IDR, Outlook Stable
-------------------------------------------------------------
Fitch Ratings has assigned FLLC Mikro Leasing a Long-Term Issuer
Default Rating (IDR) 'B-' and a Short-Term IDR 'B'. The Outlook
is Stable.

The ratings reflect Mikro Leasing's narrow franchise, monoline
business model in a niche segment, elevated risk appetite,
sizeable exposure to direct and indirect foreign exchange (FX)
risks, and a concentrated funding profile. The ratings also
factor in the company's acceptable financial metrics.

KEY RATING DRIVERS

Mikro Leasing is exposed to a volatile operating environment. Its
franchise is limited to finance leases in Belarus with a focus on
the capital, Minsk. Due to competition from banks and other non-
bank financial institutions, Fitch views Mikro Leasing's pricing
power as limited. Its competitive advantages are its swift
decision-making, client-focused approach and flexibility.

Mikro Leasing's monoline business model is fairly narrow. Product
diversification is limited, with three-year small equipment
(vehicle) leasing contracts, which are paid in monthly
instalments, being Mikro Leasing's primary product.

Our risk appetite assessment reflects Mikro Leasing's higher-risk
client base, rudimentary risk controls, underdeveloped corporate
governance framework and very uneven growth pattern. Targeted
clients are underbanked small- and medium-sized enterprises and
individual entrepreneurs, which indicates an above-average risk
appetite for credit risk.

Mikro Leasing's receivables are predominantly linked to foreign
currency (91% of the lease book at end-10M18), which gives rise
to considerable direct and indirect market risks. The latter
could negatively affect asset quality due to the inherent
volatility of the local currency.

Mikro Leasing's asset quality in recent years has been acceptable
for the rating. The non-performing loan (NPL) ratio (share of 90+
days overdue) amounted to a moderate 2% at end-10M18 and end-
2017, while NPL generation was below 1% over the last three
years. Defaults peaked at an acceptable 6% in 2015 while Mikro
Leasing's sales of foreclosed equipment were nearly break-even in
2012-2018, indicating manageable residual value risk.

Fitch sees Mikro Leasing's concentrated funding profile as a
credit constraint. The company is primarily funded by related
parties. These are loans from parent holding company, which in
turn are backed by bonds privately placed in the EU. Despite
diversification efforts since 2017, parent funding represented a
high 81% of end-10M18 total funding.

Leverage ratios are acceptable but Fitch expects leverage to
increase in 2019. Mikro Leasing's capital base is small in
absolute terms, which is vulnerable to dividends being upstreamed
to the holding company, particularly given the lack of regulatory
restrictions on upstream capital flows.

RATING SENSITIVITIES

Mikro Leasing's ratings are sensitive to changes in Belarus'
economic environment. Fitch rates Belarus 'B' with a Stable
Outlook.

Further funding diversification away from related parties could
be positive for Mikro Leasing's credit profile. A moderation of
the company's market risk exposure, particularly of FX risk,
would also be viewed positively.

A marked deterioration in Mikro Leasing's asset quality,
ultimately threatening solvency, would lead to a rating
downgrade.

Leverage above 8x on a gross debt/tangible equity basis would put
pressure on Mikro Leasing's rating, as would a marked decrease of
solvency via increase in assets with significant valuation risk,
such as assets held for sale, restructured leases, problematic
receivables, etc.


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


NEW LOOK: Belgium Division Files for Insolvency
-----------------------------------------------
The Board of New Look Retail Group Limited announced the decision
of the Board of directors of New Look Belgium SA ("NLB") to file
for insolvency.

Following a review of its financial and trading position, NLB,
which currently operates 6 stores in Belgium, has concluded that
it is unable to continue trading, and has determined to wind up
its operations.

"NLB's performance has been below expectations and the business
has not achieved the necessary sales and profitability to
continue its ongoing operations on a standalone basis," New Look
said in a statement posted on its website.

"NLB filed for bankruptcy proceedings with the Brussels
Enterprise Court on Jan. 16, 2019. It is expected that a trustee
will be appointed who will take charge after a court hearing
planned for the week commencing January 21.

"As previously announced, New Look is reviewing its non-core
international markets to ensure it is well positioned to drive
strong Group business performance and profitable growth. The
strategic review of New Look's other non-core international
markets continues," the company added.

                          About New Look

Based in London, United Kingdom, New Look Retailers Ltd. operates
fashion retail stores in the United Kingdom and internationally.
It offers apparel, footwear, and accessories for women, men, and
teenage girls. The company also franchises its business. It also
offers its products online.

As reported in the Troubled Company Reporter-Europe on Jan. 21,
2019, S&P Global Ratings lowers its long-term issuer credit
rating on New Look and its issue ratings on all of its rated debt
to 'CC', and placing all the ratings on CreditWatch negative.

The downgrade reflects New Look's intention to restructure its
debt through a combination of new instruments and a debt-for-
equity swap following poor performance over the Christmas period.
S&P views the transaction as a distressed exchange because
investors will receive materially less than promised on the
original securities.

The TCR-Europe reported on Jan. 22, 2019, that Fitch Ratings has
downgraded New Look Retail Group Limited's Long-Term Issuer
Default Rating to 'C' from 'CC'. It has affirmed New Look Secured
Issuer plc's senior secured notes due 2022 at 'C'/'RR5' and New
Look Senior Issuer plc's senior notes due in 2023 at 'C'/'RR6'.

The downgrade of the IDR follows New Look's agreement in
principle with a group of senior secured creditors to implement a
financial restructuring including a comprehensive debt write-
down. On January 17, 2019, New Look informed that 90.52% of the
holders of the outstanding principal amount of the senior secured
notes, including affiliated holders, have voted in favor of the
proposed amendments. If the restructuring plan is approved, upon
completion Fitch will downgrade the IDR to 'RD'. Subsequently,
Fitch will re-assess New Look's IDR and assign a rating
consistent with the agency's forward-looking assessment of the
company's credit profile following the distressed debt exchange.


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


ARJOWIGGINS GRAPHIC: February 4 Deadline Set for Binding Offers
---------------------------------------------------------------
Arjowiggins Graphic is a French group specializing in the
manufacture of graphic and technical papers.  Its products are
commercialized worldwide and the group has operations in Europe
and Northern America.  The three subsidiaries described below are
subject to receivership proceedings.

The first company is a producer of (i) recycled graphic papers
and (ii) wadding mainly for the disposable paper towel market. It
operates a plant located in the Sarthe department (72), employs
267 people and generated, as of December 2017, an annual turnover
of EUR93 million with an annual operating income of EUR-1.4
million.

The second company is a producer of (i) recycled graphic papers
and cardboards and (ii) special papers (label papers, playing
cards and textile printing).  It is the R&D center of the group's
"Graphic" branch. Headquartered in the Hauts-de-Seine department
(92), the company operates a plant located in the Sarthe
department (72), employs 628 people and generated, as of December
2017, an annual turnover of EUR222 million and annual operating
income of EUR-3.5 million.

The third company is a producer of deinked pulp with high
cleanliness and whiteness, made from recycling paper.  The plant
is located in the Aisne department (02), employs 74 people and
generated, as of December 2017, an annual turnover of EUR60
million and an annual operating income of EUR0 million.

The Administrative receivers, Maitre Abitbol, Maitre Charpentier
and Maitre Tamboise, are issuing a call for tender with respect
to the judgment of the Commercial Court of Nanterre of
January 8th, 2019, in order to identify potential acquirers of
different parts of the totality of the companies' activities
and/or assets through a share deal or an asset deal.

The binding offers have to be sent by mail to the Administrative
receivers by February the 4th, 2019, 12:00 p.m. CET (Paris local
time), by email, to the following addresses:

   -- frederic.abitbol@fajr.eu
   -- hcharpentier@thevenotpartners.eu
   -- benjamin.tamboise@fhbx.eu

To access the data-room, candidates need to send an email to
frederic.abitbol@fajr.eu

A process letter is available upon request.


CASSINI SAS: Moody's Assigns B2 CFR, Outlook Negative
-----------------------------------------------------
Moody's Investors Service has assigned a B2 corporate family
rating and a B2-PD probability of default rating to Cassini SAS,
the ultimate parent of Comexposium Holding, a France-based trade
fair and exhibitions organiser. Cassini will become the new top
company within the restricted group issuing consolidating
financial statements for the Comexposium group. Concurrently,
Moody's has assigned a B2 rating to the new EUR483 million senior
secured Term Loan B due 2026 to be raised at Cassini (EUR190.4
million) and Comexposium (EUR292.6 million) levels and to the
EUR90 million senior secured revolving credit facility (RCF) due
2025. The outlook on the ratings is negative.

At the same time, Moody's has withdrawn the B2 CFR and B2-PD PDR
at Comete Holding, the previous top company within the restricted
group. Moody's has affirmed the B2 rating on the existing EUR355
million TLB issued by Comete Holding. This debt instrument will
be redeemed in due course with proceeds from the new debt
issuance, and its rating will be withdrawn upon repayment.

Predica, a fully owned subsidiary of insurance company Credit
Agricole Assurances (CAA), part of the Credit Agricole S.A. group
(Aa3), intends to acquire Charterhouse Capital Partners' stake in
the Comexposium group, whilst Paris Ile-de-France Regional
Chamber of Commerce and Industry would maintain its historical
ownership level.

The company is raising a new EUR483 million term loan to
partially fund the acquisition by CAA and to refinance
Comexposium's existing indebtedness. This represents an upsize of
EUR128 million compared to the existing EUR355 million term loan
B.

"Comexposium's B2 rating with a negative outlook reflects the
company's high leverage post-transaction, as a result of which it
will be weakly positioned in the current rating category with
limited headroom to accommodate any operating underperformance or
material debt funded acquisitions. We estimate that Comexposium's
adjusted leverage will increase to around 7.3x in 2018 on a pro
forma basis, from 5.8x in 2017," says Victor Garcia, Moody's lead
analyst for Comexposium.

RATINGS RATIONALE

  -- RATIONALE FOR B2 CFR

Comexposium's B2 CFR with a negative outlook reflects the
expected increase in Moody's-adjusted leverage post-transaction
to 7.3x pro forma in 2018 compared to 5.8x in 2017.

Moody's estimates that the company will be able to reduce
leverage to 6.6x in 2019 and 5.8x in 2020, supported by low
single-digit revenue growth and stable profitability, with an
EBITDA margin of around 25%.

While leverage post-transaction will be outside the leverage
trigger for the current B2 CFR for the next 12-18 months, Moody's
derives comfort from the company's strong free cash flow
generation, good track record of operating performance, solid
revenue and earnings visibility and its adequate liquidity
profile.

The rating also factors in the more aggressive financial policy
of the company post-transaction, as the new financing adds around
EUR128 million of debt to the capital structure (i.e.
approximately 1.4x of adjusted leverage). However, Moody's also
qualitatively recognises the benefits associated to the fact that
the company is partially owned by the Chamber of Commerce of
Paris.

Comexposium has an adequate liquidity profile, supported by a
fully undrawn EUR90 million revolving credit facility (RCF) and a
cash balance of EUR48 million at closing of the transaction. This
coupled with Moody's expectation of free cash flow generation of
around EUR25 million in 2019 and 60 million in 2020, will allow
the company to comfortably meet its cash requirements over the
next 12-24 months.

The B2 CFR reflects: (1) the company's high leverage, (2) the
inherent cyclicality in some of the company's targeted verticals,
in particular the leisure and fashion sectors, (3) its lower
EBITDA margins compared to other events exhibitions organisers,
(4) its small scale relative to other peers in the business and
consumer services industry, (5) revenue concentration in France
and around its top ten events, (6) and Moody's expectations that
the company will continue to pursue an active M&A strategy in a
sector that is consolidating.

The ratings also reflects: (1) the company's good track record of
operating performance, (2) its strong free cash flow generation,
underpinned by an asset-light business model with structurally
negative working capital and low capex requirements, (3) the
resiliency of the business model as demonstrated in the last
economic downturn, (4) relatively high barriers to entry in the
industry, (5) and the company's good revenue and earnings
visibility.

  -- RATIONALE FOR B2 DEBT INSTRUMENT RATINGS

The ratings on the new EUR483 million senior secured term loan B
due 2026 and the new EUR90 million senior secured revolving
credit facility due 2025 are B2, in line with the CFR, reflecting
the fact that they share the same security and guarantor package
and that both instruments rank on a pari passu basis.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects the high leverage of the company
and its limited headroom in the current rating category for any
operating underperformance or debt funded acquisitions. It also
factors in the more aggressive financial policy under the new
owners.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Positive ratings pressure could develop should Comexposium's
leverage (Moody's adjusted gross debt / average EBITDA)
sustainably decrease to below 4.75x. An upgrade would also
require the company to successfully achieve organic mid-single
digit revenue growth on an annualised basis.

Negative ratings pressure could develop should Comexposium's
leverage (Moody's adjusted gross debt / average EBITDA) increase
towards 6.0x as a result of softening in demand for the company's
events or debt funded acquisitions. Downward pressure would also
ensue should the company's liquidity profile deteriorate
including a reduction in covenant headroom.

LIST OF AFFECTED RATINGS

Assignments:

Issuer: Cassini SAS

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

BACKED Senior Secured Bank Credit Facility, Assigned B2 (LGD4)

Affirmation:

Issuer: Comete Holding

BACKED Senior Secured Bank Credit Facility, Affirm B2 (LGD4)

Withdrawals:

Issuer: Comete Holding

Corporate Family Rating, Withdrawn, previously B2

Probability of Default Rating, Withdrawn, previously B2-PD

Outlook Actions:

Issuer: Cassini SAS

Outlook, Assigned Negative

Issuer: Comete Holding

Outlook, Changed to Negative from Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Service Industry published in October 2016.


CASSINI SAS: S&P Puts Preliminary 'B' Rating to New Sr. Sec. Debt
-----------------------------------------------------------------
Credit Agricole Assurances intends to acquire Charterhouse
Capital Partner's stake in French trade show organizer
Comexposium for EUR877 million, through newly created holding
company Cassini SAS.

Financing of the proposed acquisition and repayment of the
existing senior secured debt will involve issuance of a new
senior secured term loan B and a revolving credit facility.

S&P Global Ratings is therefore assigning its preliminary 'B'
rating to Cassini and its preliminary 'B' issue rating to its new
senior secured debt. The recovery rating on the debt is '3',
indicating S&P's expectation of average recovery prospects (50%-
70%; rounded estimate: 60%) in the event of a payment default.

Predica, a fully owned subsidiary of the insurance company Credit
Agricole Assurances (CAA; A-/Stable/--), part of the Credit
Agricole S.A. (A+/Stable/A-1) group, intends to acquire
Charterhouse Capital Partner's stake in the Comexposium group
for, as we understand, a purchase price of EUR877 million. The
second shareholder Chambre de Commerce et d'Industrie de Paris
Ile de France (CCIR) will maintain its historical ownership in
the group. The two shareholders have created Cassini SAS, a new
holding company, which will acquire the entire equity capital
from current parent Comete Holding SAS (B/Stable/--).

As a part of the transaction, the new shareholder and CCIR will
inject about EUR742 million of equity, with the management
contributing an additional about EUR12 million, including up to
40% as common equity and up to 60% as preferred shares. In
addition, Comexposium will refinance its senior secured financial
instruments by issuing a new term loan B and revolving credit
facility (RCF). While the amount of the new RCF due in 2025
remains EUR90 million, the new term loan B due in 2026 will
increase by EUR128 million compared with the existing term loan B
of EUR355 million. S&P will withdraw the ratings on the EUR355
million term loan B due 2025 and the EUR90 million RCF due 2024
once they have been repaid.

S&P said, "After the transaction is completed, we project
Comexposium's leverage at 6.0x-6.5x by the end of 2019, declining
but remaining above 5x by the end of 2020. Our adjusted 2019 debt
includes EUR483 million of new term loan B, about EUR 44 million
of the operating lease adjustment, and about EUR80 million of put
options. We exclude the preferred shares from our calculation,
because we treat them as equity.

"In addition, we understand that Cassini did not repay the former
shareholder loan (2015 bond) at Comexposium level as part of the
transaction, but has transformed it into an intercompany loan.
Hence, this debt cancels out at the level of Cassini on a
consolidated basis and we do not include it in our consolidated
debt calculations for Cassini. In addition, we note that the
terms of the contract under the intercreditor agreement eliminate
the structural subordination between this intercompany loan and
the proposed term loan B.

"We forecast EBITDA interest cover above 2x in 2019-2020, and
that Comexposium will continue to generate positive free
operating cash flow (FOCF) of about EUR40 million in 2019-2020."

The rating on Comexposium primarily incorporates its relatively
small scale compared with rated peers, such as RELX Group and
Informa PLC, in the highly fragmented global exhibition market,
as well as its high leverage and financial sponsor-like
ownership.

Comexposium's small scale of operations in the global exhibition
industry constrains our assessment of the group's business risk.
In 2017, RELX Group's exhibitions business and Informa (pro forma
the UBM acquisition) generated revenues of about EUR1.25 billion
and more than EUR1.6 billion respectively, while Comexposium's
revenues amounted to less than EUR300 million. S&P said, "We also
factor in Comexposium's limited although improving geographic
diversification, with about 74% of its annualized revenues coming
from France in 2018 (compared with more than 80% in 2015). In
France, it relies heavily on business in the Paris region, which
in our view leaves the group vulnerable to unexpected risks such
as terrorist attacks, which could affect visitor and exhibitors
numbers."

S&P said, "We also note that Comexposium is exposed to variations
in industry cycles where the group operates. Since Comexposium
still generated about 50% of annualized revenues through its top-
10 trade shows in 2018, we also see revenue concentration as a
rating constraint, though we acknowledge that it has reduced from
over 55% in 2014."

These weaknesses are somewhat mitigated by Comexposium's leading
and established market position in France, underpinned by well-
recognized brands and popular shows, providing stability and
predictability to revenues and margins. For instance, as of end
of December 2018, more than 80% of the total budgeted spaces for
shows occurring in the next 12 months were already contracted. In
addition, Comexposium owns nine trade shows, with annual revenues
in excess of EUR10 million, demonstrating the "must-attend"
nature of the shows, in our view. S&P's assessment is also
supported by the group's diversified trade show portfolio in
terms of its industry and exhibitor base, which somewhat
mitigates the lack of geographic diversity. In addition,
Comexposium benefits from a variable cost structure, with
flexibility to adjust costs or cancel services if needed.
Furthermore, it benefits from economies of scale that typically
result from the group's strategy of replicating existing shows
abroad in order to develop internationally and attract local
exhibitors.

The preliminary ratings are subject to the successful completion
of the transaction, and to our review of the final documentation.
If S&P Global Ratings does not receive the final documentation
within a reasonable timeframe, or if the final documentation
materially departs from the information it has already reviewed,
it reserves the right to revise or withdraw our ratings.

S&P said, "The stable outlook reflects our view that after
completion of the proposed transaction, Comexposium's leverage
will be 6.0x-6.5x in 2019 and 5.1x-5.6x in 2020, compared with
7.0x-7.5x in 2018, absent any material debt financed acquisition.
We also expect the group will continue to post positive FOCF.

"The outlook also reflects our expectation that the group's top
line will increase on the annualized basis, fueled by organic
growth of its trade shows, the group's ability to create new
shows, and bolt-on acquisitions. We also expect Comexposium will
have adequate liquidity, supported by the fully available RCF and
low capital requirements."

A negative rating action would most likely follow material or
transformative debt-funded acquisitions because Comexposium
operates in the highly fragmented global trade show market,
material debt-funded shareholder returns, or operational
underperformance. This would result in a delayed deleveraging on
a weighted-average basis to incorporate the seasonality between
even and odd years. S&P could also lower the rating if
Comexposium underperformed operationally, leading to
deterioration of profitability, negative FOCF, and weakened
liquidity.

An upgrade of Comexposium is remote over the next 12 months. S&P
could raise its rating on Comexposium if adjusted debt to EBITDA
decreased sustainably to below 5x, combined with sizable FOCF.
Any rating upside would hinge on the group having adequate
liquidity and committing to a more conservative financial policy
than in the past.


COMETE HOLDING: S&P Affirms 'B' Rating on EUR455MM Sr. Sec. Debt
----------------------------------------------------------------
S&P Global Ratings is affirming its 'B' long-term rating on
Comete Holding SAS, the current parent of Comexposium, and its
'B' rating on Comete's existing EUR455 million senior secured
facilities. The outlook remains stable.

Credit Agricole Assurances proposes to acquire Charterhouse
Capital Partner's stake in French trade show organizer
Comexposium for EUR877 million, through newly created holding
company Cassini SAS. S&P projects that the acquisition financing
will not lead to a material deterioration in Comexposium group's
debt metrics.

S&P said, "The affirmation reflects our view that after the
planned acquisition and refinancing of the existing senior
secured facilities, Comete's debt projection metrics will not
materially change. We believe that the group's S&P Global
Ratings-adjusted debt to EBITDA will remain above 5x and that the
company will continue to post positive free cash flow."

Predica, a fully owned subsidiary of Credit Agricole Assurances
(CAA; A-/Stable/--), itself the insurance arm of Credit Agricole
Group (A+/Stable/A-1), plans to acquire Charterhouse Capital
Partner's stake in Comexposium group. S&P understands that the
purchase price is EUR877 million. The second shareholder, Chambre
de Commerce et d'Industrie de Paris Ile de France (CCIR), will
maintain its historical ownership in the group. The two
shareholders have created Cassini SAS, a new holding company,
which will acquire the entire equity capital from current parent,
Comete Holding SAS.

S&P said, "We expect to withdraw the ratings on Comete Holding
SAS and on the existing senior secured facilities, including the
EUR355 million term loan B due 2025 and the EUR90 million
revolving credit facility (RCF) due 2024, once the transaction is
complete and the senior secured facilities are repaid.

"The stable outlook reflects our view that the group's adjusted
debt to EBITDA will remain above 5x but that the group will
continue to post positive free operating cash flow (FOCF). It
also reflects our expectation that the group will increase its
revenues on an annualized basis, fueled by organic growth of its
trade shows, the group's ability to create new shows, and bolt-on
acquisitions. We also expect Comexposium to have adequate
liquidity, supported by the fully available RCF and low capital
requirements."

A negative rating action would most likely result from material
or transformative debt-funded acquisitions (since Comexposium
operates in highly fragmented trade show market), material debt-
funded shareholder returns, or operational underperformance. This
would result in delayed deleveraging -- S&P measures leverage on
a weighted average basis to incorporate the seasonality between
even and odd years. S&P could also lower the rating if
Comexposium underperformed operationally, leading to
deterioration of profitability, negative FOCF, and weakened
liquidity.

An upgrade of Comexposium is remote over the next 12 months,
given the ongoing transaction. However, S&P could raise the
rating if adjusted debt to EBITDA decreased sustainably to below
5x, together with sizable FOCF. Any rating upside would also
hinge on the group having adequate liquidity and committing to a
more conservative financial policy than in the past.


SUNPARTNER TECHNOLOGIES: Seek Buyers After Filing for Insolvency
----------------------------------------------------------------
Emiliano Bellini at pv magazine reports that French PV glass
technology company Sunpartner Technologies has filed for
insolvency.

According to the report, the company said in a statement on its
Linkedin account it is seeking buyers for its two businesses, in
the building-integrated PV sector and for Internet of Things
applications.

"Our project had a strong support of the majority of our
shareholders, but we did not succeed to raise enough at [the] end
of last year," the company said after filing for insolvency on
January 8, pv magazine relays. "Our strong IP portfolio, the
industrial processes, our knowhow and the expertise of our
technical team are key advantages for the future buyers."

Sunpartner Technologies, based in Rousset, in France's southern
department of Bouches-du-Rhone, claims to have a pipeline of
several hundred projects worth around EUR20 million.

pv magazine, citing French financial newspaper Les Echos, says
Sunpartner raised around EUR73 million in funding, of which EUR40
million was from its own funds. The newspaper article reported
the main investors in the company are Starquest Capital, CPG
Finance, Davaniere Capital, Paca Investissement and Lac
International, pv magazine discloses.

Sunpartner Technologies announced in October 2017 it had secured
EUR15 million in financing from the European Investment Bank to
open a manufacturing facility in Rousset, the report notes. The
funds, Sunpartner said at the time, were to be used to establish
its commercial infrastructure, invest in R&D and further expand
its manufacturing capacity, pv magazine relays.

Founded in 2008, Sunpartner Technologies has a portfolio of
around 130 patents, and its areas of activity include
construction, connected devices and transportation, pv magazine
discloses.  The company developed, among other products, a solar
window called Horizon D, and a solar glass curtain wall dubbed
Horizon E. Both products were designed with Vinci Construction.
In 2016, it signed a partnership agreement with German BIPV
specialist Avancis.


=============
I R E L A N D
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BILBAO CLO II: Moody's Assigns (P)B2 Rating to Class E Notes
------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by Bilbao CLO
II Designated Activity Company:

EUR 2,000,000 Class X Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR 234,000,000 Class A-1A Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR 15,000,000 Class A-1B Senior Secured Fixed Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR 27,000,000 Class A-2A Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR 5,000,000 Class A-2B Senior Secured Fixed Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR 25,100,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)A2 (sf)

EUR 29,400,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Baa3 (sf)

EUR 21,800,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Ba3 (sf)

EUR 10,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will
endeavour to assign definitive ratings. A definitive rating (if
any) may differ from a provisional rating.

RATINGS RATIONALE

Moody's provisional ratings of the rated notes reflect the risks
from defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants, as well as
the transaction's capital and legal structure. Furthermore,
Moody's considers that the collateral manager Guggenheim Partners
Europe Limited ("Guggenheim Europe") has sufficient experience
and operational capacity and is capable of managing this CLO.

Guggenheim Europe will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four and a half
year reinvestment period. Thereafter, purchases are permitted
using principal proceeds from unscheduled principal payments and
proceeds from sales of credit risk obligations or credit improved
obligations, and are subject to certain restrictions.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1A Notes and
Class A-1B notes. The Class X Notes amortise by 12.5% or EUR
250,000 over the first 8 payment dates starting on the 2nd
payment date.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

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

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. The collateral manager's
investment decisions and management of the transaction will also
affect the notes' performance.

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
August 2017.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR 400,000,000

Diversity Score: 38

Weighted Average Rating Factor (WARF): 2900

Weighted Average Spread (WAS): 3.55%

Weighted Average Coupon (WAC): 4.5%

Weighted Average Recovery Rate (WARR): 44.5%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors
domiciled in countries with local currency ceiling (LCC) of A1 or
below. As per the portfolio constraints, exposures to countries
with LCC of A1 or below cannot exceed 10%, with exposures to LCC
of Baa1 to Baa3 further limited to 5% and with exposures of LCC
below Baa3 not greater than 0%.


CARLYLE EURO 2019-1: Moody's Assigns (P)B2 Rating to Cl. E Notes
----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to the notes to be issued by
Carlyle Euro CLO 2019-1 DAC:

EUR 2,500,000 Class X Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR 240,000,000 Class A-1 Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR 36,000,000 Class A-2A Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR 10,000,000 Class A-2B Senior Secured Fixed Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR 23,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)A2 (sf)

EUR 27,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Baa3 (sf)

EUR 22,700,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Ba3 (sf)

EUR 10,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)B2 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will
endeavour to assign definitive ratings. A definitive rating (if
any) may differ from a provisional rating.

RATINGS RATIONALE

Moody's provisional ratings of the rated notes reflect the risks
from defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants, as well as
the transaction's capital and legal structure. Furthermore,
Moody's considers that the collateral manager CELF Advisors LLP
has sufficient experience and operational capacity and is capable
of managing this CLO.

The Issuer is a managed cash flow CLO. At least 96% of the
portfolio must consist of senior secured obligations and up to 4%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds.
The portfolio is expected to be fully ramped up as of the closing
date and to comprise of predominantly corporate loans to obligors
domiciled in Western Europe. If it is not fully ramped up, the
remainder of the portfolio will be acquired during the 6 month
ramp-up period in compliance with the portfolio guidelines.

CELF Advisors will manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's 4.5-year reinvestment period.
Thereafter, purchases are permitted using principal proceeds from
unscheduled principal payments and proceeds from sales of credit
risk obligations, and are subject to certain restrictions.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A-1 Notes. The
Class X Notes amortise by EUR 312,500 over the first eight
payment dates.

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR 37,900,000 of Subordinated Notes which are
not rated.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.

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

The rated notes' performance is subject to uncertainty. The
notes' performance is sensitive to the performance of the
underlying portfolio, which in turn depends on economic and
credit conditions that may change. The collateral manager's
investment decisions and management of the transaction will also
affect the notes' performance.

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in
Section 2.3 of the "Moody's Global Approach to Rating
Collateralized Loan Obligations" rating methodology published in
August 2017.

Moody's used the following base-case modeling assumptions:

Par Amount: EUR 400,000,000

Diversity Score: 44

Weighted Average Rating Factor (WARF): 2900

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC): 4.30%

Weighted Average Recovery Rate (WARR): 43.5%

Weighted Average Life (WAL): 8.5 years

Moody's has addressed the potential exposure to obligors
domiciled in countries with local currency ceiling (LCC) of A1 or
below. As per the portfolio constraints and eligibility criteria,
exposures to countries with LCC of A1 to A3 cannot exceed 10% and
obligors cannot be domiciled in countries with LCC below A3.


CARLYLE EURO 2019-1: Fitch Assigns B-(EXP) Rating to Class E Debt
-----------------------------------------------------------------
Fitch Ratings has assigned Carlyle Euro CLO 2019-1 DAC expected
ratings, as follows:

EUR2,500,000 Class X: 'AAA(EXP)sf'; Outlook Stable

EUR240,000,000 Class A-1: 'AAA(EXP)sf'; Outlook Stable

EUR36,000,000 Class A-2A: 'AA(EXP)sf'; Outlook Stable

EUR10,000,000 Class A-2B: 'AA(EXP)sf'; Outlook Stable

EUR23,000,000 Class B: 'A(EXP)sf'; Outlook Stable

EUR27,000,000 Class C: 'BBB-(EXP)sf'; Outlook Stable

EUR22,700,000 Class D: 'BB-(EXP)sf'; Outlook Stable

EUR10,000,000 Class E: 'B-(EXP)sf'; Outlook Stable

EUR37,900,000 subordinated notes: 'NR(EXP)sf'

Carlyle Euro CLO 2019-1 DAC is a cash flow collateralised loan
obligation (CLO). Net proceeds from the notes will be used to
purchase a EUR400 million portfolio of mainly euro-denominated
leveraged loans and bonds. The transaction has a 4.5-year
reinvestment period, and a weighted average life of 8.5 years.
The portfolio of assets will be managed by CELF Advisors LLP.

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

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch assesses the average credit quality of obligors at the 'B'
category. The Fitch-calculated weighted average rating factor
(WARF) of the underlying portfolio is 32.9.

High Recovery Expectations
At least 90% of the portfolio comprises senior secured
obligations. Recovery prospects for these assets are typically
more favourable than for second-lien, unsecured and mezzanine
assets. The Fitch-calculated weighted average recovery rate
(WARR) of the identified portfolio is 65.4%.

Diversified Asset Portfolio

The transaction includes four Fitch matrices that the manager may
choose from, corresponding to the top 10 obligor limits at 16%
and 20% as well as a maximum allowance of fixed-rate assets of 0%
and 10%, respectively. The covenanted maximum exposure to the top
10 obligors for assigning the ratings is 20% of the portfolio
balance. The transaction has various concentration limits,
including a maximum exposure of 40% to the three-largest (Fitch-
defined) industries in the portfolio. These covenants ensure that
the asset portfolio will not be exposed to excessive obligor
concentration.

Portfolio Management:

The transaction features a 4.5-year reinvestment period and
includes reinvestment criteria similar to other European
transactions'. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines

Cash Flow Analysis

Fitch used a customised proprietary cash flow model to replicate
the principal and interest waterfalls, and the various structural
features of the transaction, as well as to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par value and interest
coverage tests

RATING SENSITIVITIES

A 125% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated
notes.

A 25% reduction in recovery rates would lead to a downgrade of up
to four notches for the class D notes and a downgrade of up to
two notches for the other rated notes.

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

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other
Nationally Recognised Statistical Rating Organisations and/or
European Securities and Markets Authority-registered rating
agencies. Fitch has relied on the practices of the relevant
groups within Fitch and/or other rating agencies to assess the
asset portfolio information.

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


CROSTHWAITE PARK: Moody's Assigns (P)B3 Rating to Class E Notes
---------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to notes to be issued by
Crosthwaite Park CLO DAC:

EUR 300,000,000 Class A-1A Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR 10,000,000 Class A-1B Senior Secured Floating Rate Notes due
2032, Assigned (P)Aaa (sf)

EUR 30,000,000 Class A-2A Senior Secured Floating Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR 22,500,000 Class A-2B Senior Secured Fixed Rate Notes due
2032, Assigned (P)Aa2 (sf)

EUR 28,000,000 Class B Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)A2 (sf)

EUR 33,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Baa3 (sf)

EUR 26,500,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)Ba3 (sf)

EUR 12,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2032, Assigned (P)B3 (sf)

Moody's issues provisional ratings in advance of the final sale
of financial instruments, but these ratings only represent
Moody's preliminary credit opinions. Upon a conclusive review of
a transaction and associated documentation, Moody's will
endeavour to assign definitive ratings. A definitive rating (if
any) may differ from a provisional rating.

RATINGS RATIONALE

Moody's provisional ratings of the rated notes reflect the risks
from defaults on the underlying portfolio of loans given the
characteristics and eligibility criteria of the constituent
assets, the relevant portfolio tests and covenants, as well as
the transaction's capital and legal structure. Furthermore,
Moody's considers that the collateral manager Blackstone / GSO
Debt Funds Management Europe Limited ("Blackstone / GSO") has
sufficient experience and operational capacity and is capable of
managing this CLO.

The Issuer is a managed cash flow CLO. At least 96% (as long as
Class A-1A is outstanding, thereafter 90%) of the portfolio must
consist of senior secured obligations and up to 4% (as long as
Class A-1A is outstanding, thereafter 10%) of the portfolio may
consist of senior unsecured obligations, second-lien loans,
mezzanine obligations and high yield bonds. The portfolio is
expected to be 80% ramped as of the closing date and to comprise
of predominantly corporate loans to obligors domiciled in Western
Europe. The remainder of the portfolio will be acquired during
the 6-month ramp-up period in compliance with the portfolio
guidelines.

Blackstone / GSO will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's 4.55-year
reinvestment period. Thereafter, purchases are permitted using
principal proceeds from unscheduled principal payments and
proceeds from sales of credit risk obligations, and are subject
to certain restrictions.

Interest and principal payments due to the Class A-1B Notes are
subordinated to interest and principal payments due to the Class
A-1A Notes.

In addition to the eight classes of notes rated by Moody's, the
Issuer will issue EUR51.0 million of Subordinated Notes which are
not rated.

The transaction incorporates interest and par coverage tests
which, if triggered, divert interest and principal proceeds to
pay down the notes in order of seniority.

Methodology underlying the rating action:

The principal methodology used in these ratings was "Moody's
Global Approach to Rating Collateralized Loan Obligations"
published in August 2017.


CROSTHWAITE PARK: Fitch Assigns B-(EXP) Rating to Class E Debt
--------------------------------------------------------------
Fitch Ratings has assigned Crosthwaite Park CLO DAC expected
ratings as follows:

EUR300 million Class A-1A: 'AAA(EXP)sf'; Outlook Stable

EUR10 million Class A-1B: 'AAA(EXP)sf'; Outlook Stable

EUR30 million Class A-2A: 'AA(EXP)sf'; Outlook Stable

EUR22.5 million Class A-2B: 'AA(EXP)sf'; Outlook Stable

EUR28 million Class B: 'A (EXP)sf'; Outlook Stable

EUR33 million Class C: 'BBB-(EXP)sf'; Outlook Stable

EUR26.5 million Class D: 'BB-(EXP)sf'; Outlook Stable

EUR12 million Class E: 'B-(EXP)sf'; Outlook Stable

EUR51 million subordinated notes: 'NR(EXP)sf'

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

The transaction is a cash flow collateralised loan obligation
(CLO). It comprises primarily European senior secured obligations
(at least 96% for as long as class A-1A notes remain outstanding,
and 90% otherwise) with a component of senior unsecured, second-
lien loans, mezzanine, high-yield bonds and first-lien last-out
loans. Net proceeds from the issuance of the notes will be used
to purchase a portfolio with a target par of EUR500 million. The
portfolio is managed by Blackstone / GSO Debt Funds Management
Europe Limited. The CLO envisages a 4.5-year reinvestment period
and an 8.5-year weighted average life.

KEY RATING DRIVERS

'B+'/'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the
'B+'/'B' range. The Fitch-weighted average rating factor (WARF)
of the identified portfolio is 30.2, below the indicative maximum
covenant weight average rating factor (WARF) of 32.

High Recovery Expectations

At least 96% of the portfolio comprises senior secured
obligations as long as the class A-1A notes are outstanding, and
90% otherwise, Fitch views the recovery prospects for these
assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-weighted average recovery rate (WARR)
of the identified portfolio is 66.6, above the indicative minimum
covenant WARR of 64.5.

Limit on Concentration Risk

The covenanted maximum exposure to the top 10 obligors is 20% of
the portfolio balance. The transaction also includes limits on
maximum industry exposure based on Fitch's industry definitions.
The maximum exposure to the three largest (Fitch-defined)
industries in the portfolio is covenanted at 40%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

Adverse Selection and Portfolio Management

The transaction features a 4.5-year reinvestment period and
includes reinvestment criteria similar to other European
transactions. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the
transaction structure against its covenants and portfolio
guidelines.

Cash Flow Analysis

Up to 7.5% of the portfolio can be invested in fixed-rate assets,
while fixed-rate liabilities represent 4.5% of the target par.
This fixed-rate bucket covenant partially mitigates interest rate
risk. Fitch modelled both 0% and 7.5% fixed-rate buckets and
found that the rated notes can withstand the interest rate
mismatch associated with each scenario. The manager will be able
to interpolate between two matrices depending on the size of the
fixed-rate bucket in the portfolio.

RATING SENSITIVITIES

A 25% default multiplier applied to the portfolio's mean default
rate, and with this increase added to all rating default levels,
would lead to a downgrade of up to two notches for the rated
notes. A 25% reduction in recovery rates would lead to a
downgrade of up to four notches for the rated notes.

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

The majority of the underlying assets have ratings or credit
opinions from Fitch and/or other Nationally Recognised
Statistical Rating Organisations and/or European Securities and
Markets Authority-registered rating agencies. Fitch has relied on
the practices of the relevant groups within Fitch and/or other
rating agencies to assess the asset portfolio information.

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


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


DISTRIBUIDORA INTERNACIONAL: Moody's Cuts MTN Prog Rating to Caa2
-----------------------------------------------------------------
Moody's Investors Service has downgraded the senior unsecured
long-term rating of Spanish grocer Distribuidora Internacional de
Alimentacion to Caa2 from Caa1 and its senior unsecured medium-
term note program rating to (P)Caa2 from (P)Caa1. At the same
time, Moody's has extended the review for downgrade on the
aforementioned ratings as well as on DIA's Caa1 corporate family
rating and Caa1-PD probability of default rating (PD).

"We have downgraded DIA's bond ratings to reflect the subordinate
status of the instruments to bank debt following the recent
refinancing," said Vincent Gusdorf, a Moody's Vice President -
Senior Analyst and lead analyst for DIA. "Although the new credit
facilities have improved short-term liquidity, the success of the
company's capital increase will be key to stabilise its liquidity
profile and credit quality at sustainable levels," Mr. Gusdorf
added.

RATINGS RATIONALE

Moody's has downgraded the ratings of DIA's bonds to Caa2 from
Caa1 because it believes that the recent refinancing that closed
on December 31, 2018 has lowered bondholders' recovery prospects.
Banks have agreed to provide several credit facilities for a
total of EUR896 million to finance the company's working capital
and short-term financing needs. New loans benefit from a security
package that could potentially include the international assets
of the group, which account for a sizable portion of DIA's equity
since most of its debt, including bonds, is located at the
parent's level. Moody's estimates that international subsidiaries
generated about 20% of DIA's EBITDA for the first nine months of
2018.

The rating agency believes that a successful implementation of
the EUR600 million capital increase that the company announced is
necessary to stabilise both its liquidity profile and credit
quality. Although DIA intends to convene a shareholder meeting in
the coming months, this plan hinges on the approval of at least
50% of the company's shareholders. At this stage, it is unclear
whether investment fund LetterOne, which owns 29% of DIA's
shares, will support the capital increase since it will
substantially dilute its stake if it chooses not to participate.

DIA has entered into a standby underwriting commitment with
Morgan Stanley & Co. International plc (A1 stable), a credit
positive because the company's market capitalisation stands at
about EUR250 million. However, this underwriting is subject to
conditions which Moody's believes create some uncertainties given
the company's deteriorating market share in Spain and its weak
governance, as shown by the disclosure of many accounting errors
and the recent change in Chief Executive Officer, following the
appointment of Antonio Coto for only five months.

Although the recent refinancing provided the company with
additional liquidity for a few months, Moody's believes that
DIA's liquidity profile is a major hurdle facing the company if
it is continue operating on a sustainable basis and execute its
restructuring measures. The rating agency forecasts a seasonal
increase in working capital of about EUR200 million for the first
half of 2019 and negative free cash flows of roughly negative
EUR100 million for the full year, on a Moody's-adjusted basis.

The rating review process is focusing on (1) DIA's ability to
obtain shareholder approval and launch a capital increase; (2)
LetterOne's support of this transaction; (3) short-term and
medium-term liquidity sources and the outcome of future
negotiations with banks, notably regarding bondholders' recovery
prospects; and (4) DIA's ability to strengthen its governance.
While a successful execution of the capital increase would
strengthen the company's credit quality, Moody's believes rating
upside is limited until the company stabilises its earnings and
there is more visibility and clarity on the strategic alignment
within the board and at the senior management level.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail
Industry published in May 2018.


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


ANADOLUBANK AS: Fitch Affirms B+ Long-Term Issuer Default Rating
----------------------------------------------------------------
Fitch Ratings has affirmed the Long-Term Issuer Default Ratings
of Anadolubank A.S and Fibabanka Anonim Sirketi at 'B+', and
Sekerbank and Odeabank at 'B'. The Outlooks are Negative. The
agency has also affirmed Anadolubank's Viability Rating (VRs) at
'b+' and Fiba, Sekerbank and Odea's VRs at 'b'.

KEY RATING DRIVERS

IDRS AND VRs OF ALL BANKS, SENIOR DEBT RATING OF FIBA
The Long-Term IDRs of Anadolubank, Odea and Sekerbank are driven
by their standalone creditworthiness, as reflected in their VRs.
Fiba's Long-Term IDR is rated one notch above its VR as Fitch
considers that the bank's senior creditors are offered
significant protection by the buffer of qualifying junior debt.
The Negative Outlooks on the banks' IDRs reflect the potential
for the weaker operating environment to place greater pressure on
the banks' financial metrics than already observed.

The four banks' VRs reflect their small absolute size, limited
franchises and exposure to the challenging Turkish operating
environment. Their market shares are very low, ranging from 0.4%
(Anadolu) to 1.0% (Seker) of total assets. The banks are focused
on SME, commercial and corporate customers, and have small retail
portfolios. Their risk profiles are highly linked to the economic
environment, which deteriorated significantly in 2018 as a result
of material local currency depreciation, sharp rises in local
currency interest rates (heightening pressure on margins, asset
quality, capitalisation and liquidity) and weaker GDP growth.
Fitch expects growth of 3.5% in 2018 and forecasts 0.6% in 2019.

Asset quality risks for all four banks have increased
significantly, as for the sector, given the weaker growth
outlook, high interest rates on Turkish lira loans, high foreign
currency (FC) lending (given the potential impact of local
currency depreciation on often weakly hedged borrowers' ability
to service their debt) and the banks' exposure, to varying
degrees, to risky segments and sectors, including real estate,
construction, energy and agriculture.

The share of FC lending increased across all banks in 9M18,
reflecting the lira depreciation (which inflates risk-weighted
assets; RWA) since FC lending fell in US dollar terms. However,
its share is likely to have since decreased moderately given lira
appreciation and limited demand for FC loans. At end-3Q18, total
FC lending (including FC-indexed loans) ranged from 29%
(Anadolubank) to 39% (Seker), 42% (Fiba) and 56% (Odea) (sector
average: 44%).

In addition, the banks' loan books are focused largely on mid-
sized and smaller companies, which are highly sensitive to weaker
GDP growth and the higher interest rate environment, and report
the highest share of bad loans of all customer segments.
Exposures to high risk sectors, such as agriculture (Seker; 11%
of end-3Q18 loans; Anadolubank: 9%), construction and real estate
(Odea; 23%; Fiba, Anadolu: 19%; Seker: 18%) are also sources of
risk.

Impaired loan ratios increased across the banks in 9M18 (NPLs,
loans overdue by 90+ days/gross loans) with those of Fiba and
Anadolu rising to above sector average levels; those of Seker's
and Odea's were already above the sector average at end-2017..
Stage 2 loans have also increased significantly, with the
exception of Anadolubank, albeit partly due to the transition to
IFRS9 in 1Q18. Accrued interest income rose significantly at
Seker and could be indicative of underlying asset quality
deterioration.

Fitch expects further asset quality weakening in 2019 given
operating environment pressures, although the loan restructuring
framework in place in Turkey could affect the migration of
problematic loans to the NPL category.

At end-9M18, the banks' NPL ratios ranged from 4.2% (Fiba; end-
2017: 3.1%) to 4.6% (Anadolubank; end-2017: 2.5%), 5.0%
(Sekerbank; end-2017: 4.7%) and 7.6% (Odea; end-2017: 4.7%),
versus the sector average of 3.2% at end-9M18 (unconsolidated;
end-2017: 3.0%). NPL growth at Anadolubank and Fiba was largely
due to some lumpy NPLs, while Sekerbank's NPL ratio was flattered
by higher-than-peers loan growth (9M18: up 13%). Odea's NPL ratio
should be viewed in light of rapid loan book deleveraging since
2017 (down 14% in 2017), but it also reported the highest NPL
origination and generation rates among the four banks.

Stage 2 loans ranged from a fairly high 8% (Fiba) and 9%
(Anadolu) to 12% (Sekerbank) and a very high 25% (Odea) at end-
9M18. Significant increases in Stage 2 loans were reported at
Fiba, Sekerbank and Odea in 9M18 with restructured loans
accounting for between around a fifth and a third of total Stage
2 loans in all cases.

Total reserve coverage of NPLs is moderate and remained below the
sector average at Anadolu, Fiba and Odea at end-9M18 (between 76%
and 88%). However, it rose significantly at Sekerbank, as a
result of which the bank's reserves coverage ratio was above the
sector average at end-9M18 (125%). Banks' levels of NPL reserves
coverage is partly a function of collateralisation, which
reflects their focus on the SME and commercial segments and
ensuing relatively high level of loan book collateralisation.
Nevertheless, current market illiquidity means collateral is
likely to be harder to realise.

Loan growth was below the sector average at all four banks in
9M18 reflecting their more cautious approach to growth, and loan
book deleveraging (notably in FC), due to the difficult operating
environment and focus on capital and liquidity. Growth is likely
to remain sluggish at all four banks in 2019, as for the sector,
and could highlight asset quality problems more rapidly at the
banks.

Profitability metrics remained generally weak in 9M18, with the
exception of Anadolubank, which reported above-sector-average
operating profit/RWAs, despite the challenging operating
environment and its small size and limited franchise. This ratio
was significantly lower at peers and ranged from 0.7% (Seker), to
1.1% (Odea) and 1.7% (Fiba).

Anadolu's stronger profitability in 9M18 reflected its lower
level of impairment compared with peers - although this included
a sizeable provision reversal - and the bank's wider net interest
margin, whereby it was able swiftly to reprice its assets and
liabilities in the rising interest rate environment due to the
fairly short-term nature of its balance sheet. Fiba's operating
profit included a large trading gain in 9M18, without which the
bank's profitability metrics would have been moderately lower.

Return-on-equity was a weak 6% at both Seker and Odea in 9M18 and
a high 17% and 19% at Anadolubank and Fiba, respectively.
However, Fiba and Sekerbank both reported low equity/assets
ratios at end-9M18, of about 5% and 7%, respectively.

Loan impairment charges have increased as asset quality has
weakened and absorbed between 51% (Fiba), to 67% (Odea) and 78%
(Sekerbank) of the banks' pre-impairment profit in 9M18; this
also reflects increased reserve coverage at all banks. This ratio
was significantly lower at Anadolubank (26%), net of reversals.
Impairments are likely to remain elevated and be a key
performance variable at all four banks in 2019, as for the
sector, particularly in case of a marked weakening in asset
quality. Profitability could also weaken due to slower credit
growth and higher funding costs, with the impact of the latter
depending on the banks' ability to reprice its assets.

Capitalisation is weak to moderate at the four banks. Fiba's
Fitch Core Capital/weighted risks ratio was the lowest (7.7% at
end-3Q18) and is a constraining VR factor considering the bank's
high loan concentration and small absolute size. Sekerbank's FCC
ratio of 8.8% is also low particularly considering the bank's
asset quality pressures and very weak internal capital
generation. Anadolubank (14.5%) and Odea (15.1%) reported more
adequate FCC ratios at end-3Q18 but in there are significant
downside risks to Odea in light of its high share of Stage 2
loans.

The banks' capital positions have come under pressure, as for the
sector, from lira depreciation (which inflates FC assets) and
higher interest rates (due to weaker valuations of government
bond portfolios). End-3Q18 reported capital ratios included the
impact of regulatory forbearance - subsequently revoked towards
end-December 2018 - in respect of the fixing of the exchange rate
(i.e. using end-1H18 FX rates) for the purposes of calculating FC
RWAs, and the suspension of mark-to-market losses on their AFS
securities. Fitch estimates uplift to the four banks' Tier 1 and
total capital ratios to vary between 100bp-250bp and 200bp-330bp,
respectively, at end-3Q18, and this will be reversed when they
report end-2018 ratios.

However, loan growth slowed and the exchange rate stabilised in
4Q18. At end-9M18 Fiba (20.9%), Odea (23.4%) and Anadolubank
(16.5%) reported total capital adequacy ratios comfortably above
the 12% BRSA target ratio (including net of forbearance impacts),
while Sekerbank's capital ratios (13.4%) were much tighter. FC
Tier 2 subordinated debt also provides a partial hedge against
lira depreciation at Fiba, Odea and Seker. Pre-impairment profit
(annualised basis) - ranging from about 3% (Sekerbank) to 6%
(Fiba) of average loans at all four banks in 9M18 - provides a
significant buffer to absorb losses through income statements.

Refinancing risks have also increased at the four banks as a
result of the deteriorating operating environment, recent
heightened market volatility and tightening global conditions
(driven mainly by an increase in US dollar interest rates).
However, the banks have lower wholesale funding reliance than
larger bank peers. FC wholesale funding ranged from a low 9% of
liabilities at Anadolubank, to a moderate 15% (Seker), 23% (Odea)
and higher 31% (Fiba). However, maturities of wholesale funding
liabilities at the latter three banks were largely over one year.

In addition, the banks' available FC liquidity - comprising
largely cash and interbank balances (including placed with the
CBRT), maturing FX swaps and government securities - should mean
they are able to cope with a short-lived market closure. However,
FC liquidity could come under pressure in case of a prolonged
loss of market access.

The banks' loans/deposits ratios are generally reasonable -
ranging from 98% (Anadolu), to 106% (Seker) and 109% (Odea) at
end-9M18. This ratio increased significantly in the case of Fiba
(end-9M18: a high 152%; end-2017: 131%) due to a USD300 million
Eurobond issue, which enabled it to reduce customer deposits
(9M18: down 25%, FX-adjusted basis). Anadolu sources about 16% of
customer deposits from its subsidiary bank in the Netherlands,
while Seker benefits from a solid regional deposit franchise,
underpinned by its relatively large branch network.

Odea is rated above its parent Bank Audi S.A.L. (B-/Negative),
the ratings of which are capped by the Lebanese sovereign rating.
Fitch sees limited contagion risk for Odea from its parent, based
on i) limited group funding; ii) the fact that Odea has not paid
any dividends to date while Bank Audi has contributed about
USD1.2 billion in equity to the bank; and (iii) the relatively
strong Turkish regulator, which Fitch believes would seek to
limit transfers of capital and liquidity to the parent in case of
stress at the latter.

Fiba's IDRs of 'B+', one notch higher than the bank's VR, reflect
Fitch's view that the risk of default on the bank's senior
obligations (the reference obligations that IDRs rate to) is
lower than the risk of it needing to impose losses on
subordinated obligations to restore its viability (to which the
VR rates). This is due to the large volume of junior debt (Tier 2
subordinated debt; equal to 11% of end-3Q18 RWAs), which could be
used to restore solvency and protect senior debt holders in case
of a material capital shortfall at the bank.

NATIONAL RATINGS

The affirmation of the National Ratings of Anadolu, Odea and Fiba
reflects its view that the banks' creditworthiness in local
currency relative to other Turkish issuers has not changed. Fitch
has downgraded Seker's National Rating to 'BBB-(tur)' from
'BBB(tur)' reflecting its view that the bank's standalone
creditworthiness has weakened relative to peers given heightened
pressures on profitability and capitalisation.

SUPPORT RATING AND SUPPORT RATING FLOOR

The '5' Support Ratings and 'No Floor' Support Rating Floors of
all four banks reflect Fitch's view that support cannot be relied
upon from the Turkish authorities, due to their small size and
limited systemic importance, nor from shareholders.

SUBORDINATED DEBT The subordinated notes of Fiba, Seker and Odea
are rated one notch below their respective VRs. The notching
includes zero notches for incremental non-performance risk and
one notch for loss severity.

RATING SENSITIVITIES

IDRS, VRs, NATIONAL RATINGS AND SENIOR DEBT RATING OF FIBABANKA
VR downgrades could result from (i) a marked deterioration in the
operating environment, as reflected in particular in further
negative changes in lira exchange rates, domestic interest rates,
economic growth prospects and external funding market access;
(ii) a weakening of the banks' FC liquidity positions due to
deposit outflows or an inability to refinance maturing external
obligations; or (iii) bank-specific deterioration of asset
quality leading to significant pressure on capital positions.

The Outlooks could be revised to Stable if the operating
environment improves and bank metrics do not deteriorate
significantly.

Fiba's Long-Term IDRs and senior debt rating could be downgraded
to the level of the VR if the coverage of the bank's RWAs by its
junior debt decreases significantly, increasing the risk of
losses for senior creditors in case of the bank's failure, or if
Fitch believes the bank's recapitalisation requirement in a
failure scenario could exceed the junior debt buffer.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

As the notes of Fiba, Seker and Odea are notched down from their
respective VRs, their ratings are sensitive to a change in the
latter. The ratings are also sensitive to a change in notching
due to a revision in Fitch's assessment of the probability of the
notes' non-performance risk relative to the risk captured in the
banks' respective VRs, or in its assessment of loss severity in
case of non-performance.]

The rating actions are as follows:

Anadolubank A.S.

Long-Term Foreign- and Local-Currency IDRs; affirmed at 'B+';
Outlook Negative

Short-Term Foreign- and Local-Currency IDRs: affirmed at 'B'

Viability Rating: affirmed at 'b+'

Support Rating: affirmed at '5'

Support Rating Floor: affirmed at 'No Floor'

National Long-Term Rating: affirmed at 'A(tur)'; Stable Outlook

Fibabanka A.S.

Long-Term Foreign- and Local-Currency IDRs; affirmed at 'B+';
Outlook Negative

Short-Term Foreign- and Local-Currency IDRs: affirmed at 'B'

Viability Rating: affirmed at 'b'

Support Rating: affirmed at '5'

Support Rating Floor: affirmed at 'No Floor'

National Long-Term Rating: affirmed at 'A-(tur)'; Stable Outlook

Senior unsecured debt: affirmed at 'B+'/'RR4'

Subordinated debt rating: affirmed at 'B-'/'RR5'

Sekerbank T.A.S.

Long-Term Foreign- and Local-Currency IDRs; affirmed at 'B';
Outlook Negative

Short-Term Foreign- and Local-Currency IDRs: affirmed at 'B'

Viability Rating: affirmed at 'b'

Support Rating: affirmed at '5'

Support Rating Floor: affirmed at 'No Floor'

National Long-Term Rating: downgraded to 'BBB-(tur) from
'BBB(tur)'; Stable Outlook

Subordinated debt rating: affirmed at 'B-'/'RR5'

Odea

Long-Term Foreign- and Local-Currency IDRs; affirmed at 'B';
Outlook Negative

Short-Term Foreign- and Local-Currency IDRs: affirmed at 'B'

Viability Rating: affirmed at 'b'

Support Rating: affirmed at '5'

Support Rating Floor: affirmed at 'No Floor'

National Long-Term Rating: affirmed at 'BBB(tur)'; Stable Outlook

Subordinated debt rating: affirmed at 'B-'/'RR5'


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


FLYBE: Largest Shareholder Wants to Remove Chairman
---------------------------------------------------
Lucy Burton at The Telegraph reports that troubled airline Flybe
is braced for another turbulent week after its largest
shareholder demanded the sacking of its chairman.

Hosking Partners, a London-based asset manager that owns almost a
fifth of Flybe's shares, wrote to the low-cost airline's board on
Jan. 25 calling for an extraordinary general meeting (EGM) aimed
at removing City stalwart Simon Laffin, who has been in the role
since 2013, The Telegraph relates.

Confirming the move, a Flybe spokesman, as cited by The
Telegraph, said the board "continues to have full confidence in
its chairman" but was considering the letter.

As reported by the Troubled Company Reporter-Europe on Jan. 25,
2019, The Financial Times related that troubled UK regional
airline Flybe was given an increase of GBP1 million in public
subsidies by ministers and local authority officials as it
struggled to stay afloat because of poor results and large debts.

                          About Flybe

Flybe Group PLC -- https://www.flybe.com/ -- operates regional
airline in Europe.  The Company operates in two segments: Flybe
UK, which comprises the Company's main scheduled United Kingdom
domestic and the United Kingdom-Europe passenger operations and
revenue ancillary to the provision of those services, and Flybe
Aviation Services (FAS), which focuses on providing aviation
services to customers, largely in Western Europe.  The FAS
supports Flybe's United Kingdom activities, as well as serving
third-party customers.


OFFICE OUTLET: Seeks Capital to Open New Stores Following CVA
-------------------------------------------------------------
Sam Chambers at The Times reports that the struggling stationery
chain formerly known as Staples is hunting for fresh cash months
after shutting stores and cutting rents through a company
voluntary arrangement (CVA).

According to The Times, Chief executive Chris Yates, who led a
management buyout of Office Outlet last year, wrote to potential
investors seeking capital to open new, smaller stores as part of
his plan to grow underlying earnings to at least GBP10 million in
three years.

Office Outlet slashed its store occupancy costs in half and shut
four stores outright through the CVA, The Times relates.

The vulture fund Hilco bought the business from Staples in 2016
for a nominal sum, and still has a minority shareholding, The
Times recounts.

Raising money to expand a bricks-and-mortar retailer could prove
tough in the current climate, The Times states.


PAPERCHASE: Owner Explores Possible Sale, CVA Mulled
----------------------------------------------------
James Booth at City A.M. reports that the owner of stationery and
greeting card chain Paperchase is exploring a possible sale as
its feels out landlords about a potential company voluntary
arrangement (CVA).

Paperchase's adviser KPMG has been contacting potential buyers
about a deal which could include a pre-pack administration, City
A.M. relays, citing Sky News.

According to City A.M., the company is also sounding out its
landlords about a CVA, which could lead to rent cuts and store
closures.

The retailer has 145 UK stores, as well as 75 department store
concessions in the UK, Europe and North America, City A.M.
discloses.

It is not clear which stores could face closure, City A.M.
states.

Sky said KPMG has told potential bidders that Paperchase needs
new investment to help make changes to its business model and
close unsustainable shops, City A.M. relates.

Paperchase has been owned by private equity firm Primary Capital
since 2011, City A.M. notes.


PHILLIPS FINE: Applies for CVA, To Shut Down on February 1
----------------------------------------------------------
Joe Burn at Isle of Wright County Press reports that Phillips
Fine Foods, an Isle of Wight fish shop, will close its doors on
Friday, Feb. 1, after 27 years of trading.

An e-mail confirming the closure was sent to Phillip's customers
on Jan. 22, Isle of Wright County Press discloses.  The business
said a Company Voluntary Arrangement (CVA) had been applied, Isle
of Wright County Press relates.

According to Isle of Wright County Press, the email states: "Many
factors have contributed to this difficult decision, but we feel
that now is the time to close the business. It has been a
pleasure to supply you over the years and your loyalty to us has
been much appreciated."


PINEWOOD GROUP: Fitch Affirms BB Long-Term IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed film studio real estate owner Pinewood
Group Limited's Long-Term Issuer Default Rating (IDR) of 'BB'.
The Rating Outlook is Stable.

The ratings reflect Pinewood's position as one of the key
providers of studio space to film production companies, aided by
the UK's supportive tax regime for UK film production; long-
standing customer relationships; a large local network of
creative industry workers; very good access to international
transport links; and an investment-grade capital structure.

These strengths are offset by the small size of Pinewood relative
to most rated real estate companies, the short-term nature of its
contractual income base, concentrations within its tenant base
(albeit generally strongly rated), and the specialist nature of
its two main assets, studio sites at Pinewood and Shepperton.

KEY RATING DRIVERS

Renowned Studio Infrastructure Provider: The Pinewood group
receives: (i) income from renting out its core studios and
ancillary on-campus offices, production accommodation and
workshops; and (ii) after some pass-through costs, net income
from its production-related ancillary services used by teams who
occupy the main studios. Management estimates that stage,
workshop and office costs account for less than 5% of a large-
scale film production's costs. As at September 2018, nearly all
of the group's budgeted revenue for the fiscal year to end-March
2019 (FY19) was contracted or reserved.

Well-Located Facilities: The long-established outer-London
Pinewood and Shepperton studios are hubs of film and TV activity,
technology and creativity. The scale and scope of existing and
planned facilities lend themselves to large-scale blockbuster
films with fill-in from smaller productions. The group has
expansion plans for both sites (Pinewood East Phase II and
prospective Shepperton South), reflecting industry demand and
little development of new studio space in the UK.

London-based studios (some owned by other groups including Warner
Bros at Leavesden) have been home to many recent film successes,
aided by an innate, non-unionised, English-speaking workforce and
expertise favoured by international producers, and aided by the
UK's long-standing cross-party supported film tax relief for
film-producing companies.

Exposure to Film Industry: Pinewood remains exposed to the health
of the international and UK film industry, which can fluctuate
according to the success of ideas and creativity, scheduling of
films and their sequels, adjustments to different delivery
platforms and financial backing. According to the British Film
Institute, in the UK, gross inflation-adjusted film revenue
across all delivery platforms has remained around GBP3.5 billion
since 2011.

HETV Expansion: Although Pinewood is currently not home to high-
end TV (HETV) production, after much M&A activity in 2018, the
growing number of participants in direct streaming (HBO, Netflix,
Disney+, Apple, Sky) and their original content expansion plans
point to additional demand for studio space. This could take
place at Pinewood or at other UK studios which in turn would push
other space requirements on to Pinewood. The UK film crew
expertise, UK tax incentives, and conducive media hubs at
Shepperton and Pinewood are attractive locations for filming such
recurring mainstay content.

Long-term Relationships: The Pinewood group's rental profile has
shorter contractual periods than traditional real estate
companies.This is, however, mitigated by long-dated film
production pipelines of up to seven years, and the very long-
dated relationships that Pinewood has had with the major global
film production groups. Since 2007, Pinewood has housed an
increasing global share of major films with large budgets
including Disney films, Star Wars, and the James Bond films. Most
of Pinewood's rental agreements are with film production
companies backed by investment-grade-rated US studios. Occupancy
levels of its stages (measured by revenue) have averaged over 80%
over the last 10 years.

Expansion to Improve Production Flexibility: Pinewood East Phase
I (completed summer 2016) was let to a major US media group.
Management has yet to announce its plans for Pinewood East Phase
II (scheduled completion autumn 2019) other than reduce the
number of productions it has turned away because of limited
space. Physical space constraints and a difficult UK planning
regime for future studio development in the outer-London
catchment area point to ongoing demand for Pinewood's facilities.
Capex at Pinewood East Phase II will distort year-end debt/EBITDA
ratios until planned rental comes on-stream from October 2019, at
which point Fitch expects leverage to revert back towards 5x. The
group is currently applying for planning permission to expand at
Shepperton.

Senior Secured Rating: The 3.75% coupon GBP250 million senior
secured guaranteed bond has a one-notch uplift from the IDR. The
2017 attributable value of GBP605 million of collateral (market
value basis) primarily reflects freehold ownership of the
Pinewood and Shepperton studios and is based on a discounted cash
flow method reflecting the projected net operating income
generated by relevant properties, plus surplus land.

DERIVATION SUMMARY

Pinewood has a rental income profile and enduring asset backing.
It has an infrastructure-like position in the film industry,
although it does not have the contractual longevity of property
company tenants. This is offset by its long-dated recurring
business with the big US film houses and strong demand for its
well-established London-based studio assets, with up to 12-months
rental and ancillary income visibility derived from the film
production industry. The UK's film tax relief enhances the
attraction of the UK for film makers.

The IDR of Pinewood reflects the group's stable position as an
infrastructure provider as well as its links with the health of
the UK film and TV production industry. Using 2017's
independently assessed GBP605 million market value for its
business, the asset base would be small for an investment-grade
property company despite Pinewood having a financial profile
commensurate with this rating level. It has two main assets, with
location and sector concentration.

Pinewood's expected cash-flow leverage (net debt/EBITDA) of about
5.0x and fixed-charge cover (FCC) of 4.0x-4.5x (normalised after
Pinewood East Phase II capex by FY21) compare with US cinema
property company EPR Properties' (BBB-/Stable) downgrade
sensitivity of leverage of 5.5x and FCC of 2.2x. Pinewood's
consolidated EBITDA margin is a mix of high-margin rental income
and lower-margin ancillary income connected with services for
studios.

KEY ASSUMPTIONS

  - Revenue to grow by around 30% from FY18 to FY22. The bulk of
this near-GBP26 million increase in revenue is derived from new
capex projects including Pinewood East II coming on-stream and
other projects, and smaller amounts from annual rent increases
and ancillary income.

  - EBITDA margin to improve to around 51% in 2022 from 47% in
2018 as revenue mix becomes more higher-margin rental-income
orientated.

  - Capex of over GBP120 million during FY19-FY21

  - No dividends


RATING SENSITIVITIES

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

  - Less concentrated geographic diversification, directly
contributing to Pinewood's profitability (ie not JV)

  - Rental-focused FFO-based FCC increasing to over 4.0x

  - Decrease in net debt/EBITDA leverage to below 4.0x

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

  - Decreased occupancy, or reduced rental stream

  - Increase in net debt/EBITDA leverage to 6x and/or decrease in
FCC to below 2.5x

  - Undue speculative development risk within Pinewood East Phase
II, or later delivery

  - Weakening of the UK film industry and its fundamentals,
including UK film tax relief

LIQUIDITY AND DEBT STRUCTURE

Strong Liquidity: At end-March 2018, Pinewood had readily
available cash of GBP43 million and access to an undrawn super
senior revolving credit facility (RCF) of GBP50 million, due in
May 2023. These are more than sufficient to cover the short
maturity of GBP0.6 million related to an asset financing
facility. Its only other significant debt maturity relates to a
GBP250 million secured bond due in December 2023, which exposes
Pinewood to bullet refinancing risk in the future.

The group is inherently free cash flow (FCF)-positive. Planned
capex of over GBP120 million during FY19 and FY21 is due to be
funded mainly from internal cashflow and some drawdowns under the
RCF (in its rating case Fitch modelled proportionally 75:25
respectively). If Shepperton South planning permission goes
ahead, depending on the time-frame for this 630,000 sq ft of
construction work, Fitch would expect Pinewood to procure
external sources of finance.



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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
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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
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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 2019.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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