/raid1/www/Hosts/bankrupt/TCREUR_Public/190305.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, March 5, 2019, Vol. 20, No. 46

                           Headlines



F R A N C E

NOVASEP HOLDING: S&P Raises Long-Term ICR to CCC+, Outlook Stable


G R E E C E

AEGEAN BALTIC BANK: S&P Assigns 'B/B' Issuer Credit Ratings
GREECE GOVERNMENT: Moody's Hikes Issuer Ratings to 'B1'


I R E L A N D

AVOLON HOLDINGS: Fitch Rates $800MM Sr. Unsecured Notes 'BB+'


R O M A N I A

PRBA: Insolvency Petition Lodged by Romania Postal Office


R U S S I A

MOSCOW INDUSTRIAL: Bank of Russia Amends Bankruptcy Measures
YAROSLAVL REGION: Fitch Affirms 'BB-/B' Issuer Default Ratings
ZLATOBANK JSC: Deposit Fund Suspends Payment to Depositors


S P A I N

BAHIA DE LAS ISLETAS: S&P Affirms 'B+' ICR, Outlook Stays Positive
DIA: LetterOne Proposal Fails to Provide Solutions to Challenges


T U R K E Y

TURKIYE SISE: Fitch Affirms 'BB+' LT IDR & Sr. Unsec. Debt Rating
TURKIYE SISE: Moody's Rates Proposed Sr. Unsecured Notes 'Ba2'


U N I T E D   K I N G D O M

CO-OPERATIVE BANK: Fitch Puts 'B' LT IDR on Watch Negative
GIRAFFE RESTAURANT: Owner Mulls CVA, Dozens of Outlets Set to Close
LK BENNETT: Intends to Appoint Administrators
PAPERCHASE: Owners Mull Sale or Company Voluntary Arrangement
TORO PRIVATE I: Fitch Assigns First-Time 'B+(EXP)' LongTerm IDR


                           - - - - -


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F R A N C E
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NOVASEP HOLDING: S&P Raises Long-Term ICR to CCC+, Outlook Stable
-----------------------------------------------------------------
France-based pharmaceutical contract manufacturer Novasep Holding
S.A.S. has completed its capital restructuring, resulting in a
three-year maturity extension of its EUR181.7 million unsecured
notes. S&P believes that following the restructuring, Novasep's
financial risk has improved substantially.

S&P Global Ratings is therefore raising its long-term issuer credit
rating on Novasep to 'CCC+' from 'SD'. S&P is also raising its
issue rating on the notes to 'CCC+' from 'D'.

The upgrade of Novasep follows the group's successful capital
restructuring, resulting in a maturity extension of its EUR181.78
million notes. On Feb. 19, 2019, noteholders agreed to the proposed
amendment of the notes, extending the maturity date from May 31,
2019, to May 31, 2022. S&P believes that the amended capital
structure improves the group's financial risk.

S&P said, "We still believe that Novasep's capital structure is
unsustainable in the long term. This is considering the group's
high leverage, with S&P Global Ratings-adjusted debt to EBITDA of
about 12.5x in 2018. Furthermore, the group's notes accrue yearly
payment-in-kind (PIK) interest (3% senior PIK and 3% junior PIK)
and pay cash interest of 5% a year, which reduces cash available
for internal investments.

"In addition, we have limited visibility on Novasep's future
ability to generate positive free operating cash flow (FOCF), due
to uncertainties linked to the success of some key biological
active pharmaceutical ingredients. We believe this leaves the group
vulnerable to events such as lower demand for its clients' new
drugs. In addition, considering the group's history of debt
restructurings, we believe that a successful refinancing of its
2022 notes would rely on a significant improvement in its
operational performance and cash flow generation, linked with
favorable business conditions.

"We consider that Novasep's business strategy could translate into
improving results from 2020, depending on the success of some
innovative therapies. As part of its "Rise-2" strategy, Novasep
invested significantly in 2018 to develop capacity in its
biopharmaceutical CDMO division, expecting a payback on investments
from 2020. The group invested about EUR40 million to build new
facilities in Seneffe in Belgium dedicated to drug product services
for monoclonal antibodies and viral vectors. This is part of the
group's strategy to respond to strong market demand for innovative
therapies such as gene therapies, novel vaccines, and antibody-drug
conjugates for cancer treatment. The facilities should be
operational from the second half of 2019, and would allow the group
to respond to increasing client demand for innovative therapies.

"We believe that if these innovative new classes of therapies
generate strong results, Novasep could benefit from its position in
the biopharmaceutical CDMO segment providing services for the
innovative therapies, which could translate into improving
profitability and positive FOCF generation. However, we understand
that this is subject to uncertainty around the success of
late-stage development projects in a sector that is evolving
quickly. For 2019, we forecast slightly improving profitability
thanks to a mild recovery in the group's process division, a
resilient synthesis manufacturing division, and flat-to-slightly
positive FOCF thanks to tighter working capital control and reduced
capital expenditures (capex).

"The stable outlook reflects our expectation that Novasep's
operational performance will stabilize in the next 12-24 months, as
its recent investments in the capacity expansion of its
biopharmaceutical CDMO division start to translate into higher
profitability. We understand that the new facilities will be
operational from the second half of 2019 and could allow the group
to generate higher sales volumes in its most profitable
biopharmaceutical CDMO division. In 2019, we forecast slightly
improving profitability to about 9%, and flat-to-slightly positive
FOCF.

"We could lower our ratings if Novasep's profitability deteriorated
and its cash flow generation remained strongly negative in the next
12-18 months. This could result from reduced demand for the group's
biopharmaceutical CDMO services because of disappointing results
for the targeted therapies. This would mean that Novasep's recent
investments in expanding its capacities for these therapies do not
bring the expected payoff. In addition, cash flow generation could
see a negative impact if Novasep engaged in further significant
capex for other projects.

"In a scenario of deteriorating profitability and recurring
strongly negative FOCF generation, we believe that the group would
find it difficult to refinance its unsecured notes before maturity
in 2022, and we would envisage the possibility of another
distressed exchange offer.

"We could raise our rating if we saw a significant improvement in
Novasep's operational performance such that its profitability
increased sustainably above 10%, and if we had more visibility on
the group's ability to generate recurring flat-to-positive FOCF. In
this scenario, we would view a successful refinancing of the 2022
notes as more likely.

"We would also raise our rating if the group refinanced its capital
structure, and if debt leverage reduced significantly."




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G R E E C E
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AEGEAN BALTIC BANK: S&P Assigns 'B/B' Issuer Credit Ratings
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S&P Global Ratings said that it had assigned its 'B' long-term and
'B' short-term issuer credit ratings to Greece-based Aegean Baltic
Bank (ABB). The outlook is stable.

S&P said, "The ratings reflect our view of the balance of high
systemic risks in Greece, ABB's monoline business model, and its
small asset size in domestic and global terms against its strong
capitalization in absolute and qualitative terms, as well as its
positive operational performance track record.

"In determining our rating on ABB, we start with our 'b' anchor,
which we consider typical for a Greek bank. We derive our anchor
for banks operating mostly in Greece from our view of the high
economic and industry risks Greek banks face in their country of
domicile. Although slightly improving, economic conditions in
Greece remain weak, as the recovery comes after GDP contracted by
about 25% since 2008. This contraction, together with two sovereign
debt restructurings and the imposition of capital controls in
mid-2015, materially reduced businesses' and households' ability to
fulfil their debt obligations. We therefore expect notably large
Greek banks will post about an additional 500-600 basis points
(bps) of credit losses in the next 24-36 months.

The economic and real estate market's recovery has been timid.
Prices declined by about 60% in real terms since their peak before
the crisis, climbing for the first time in 10 years by a meagre
approximately 2% in 2018. S&P said, "We do not consider this
sufficient for Greek banks to contain the cost of credit risk. We
consider that ABB faces similar economic risks as other Greek
banks, owing to its focus on the Greek shipping industry and its
new medium-term business plan to increase lending to small and
midsize enterprises (SMEs) and other corporations in Greece." ABB
aims to increase the share of this new segment to 40% over the next
five years to diversify its lending by industry and customer base.

S&P considers ABB's business risk profile as a rating weakness, due
to its lack of scale and monoline business model. With total assets
of EUR271 million on Dec. 31, 2018, ABB had less than a 1% market
share in global shipping finance, which together with project
financing constitutes its core business. ABB's customer base and
revenue streams are thus more concentrated than a typical
commercial bank in Greece. S&P's concerns are only partly mitigated
by the intrinsic geographic diversification of ABB's obligors and
high collateralization of its loans, which somewhat protected ABB's
business stability during the deterioration of the economic and
operating environment in Greece. This can be seen in ABB's track
record since 2007 of better margins and earnings than domestic
peers'. Among other factors, this enabled ABB to withstand the
turmoil in Greece without being bailed out by the authorities.

S&P said, "ABB's strong capitalization is a significant support for
our rating. We forecast our risk-adjusted capital (RAC) ratio for
ABB will be well above 10% over the next 12-18 months, despite the
bank's plans for rapid growth through lending to SMEs and other
businesses in Greece. We also note the high quality of its capital,
which comprises only common equity and lacks any deferred tax
credits, whereas the latter makes up the lion's share of most large
Greek banks' capital bases.

"We understand that ABB's ownership structure is likely to change
in the coming months, and that its new medium-term strategy might
target higher asset and lending growth than in the past. We will
monitor closely how this shapes the bank's credit profile in
Greece's still recovering economy. We do not anticipate, however,
that these actions will significantly impair the bank's capital
position or heighten its risk profile. While the strategy aims for
a fast 40% growth in lending per year, we note that this will come
from a very low base.

"In our view, ABB's funding position will continue to benefit from
its proven capacity to raise funds from its private-banking
segment; therefore differentiating it from a purely
wholesale-funded bank. At 107% on Sept. 30, 2018, ABB's
loan-to-deposit ratio compared adequately with that of large Greek
banks. We also note that ABB's balance sheet does not exhibit any
mismatch for the one-year period to follow Dec. 31, 2018. These
factors offset the lack of a retail deposit base comparable with
that of other conventional Greek banks. On this front, we
understand that the bank has been working on alternative funding
solutions from abroad that will likely enhance its funding position
in the future."
ABB also has a balanced liquidity position, with low reliance on
short-term and central bank funding. It was the last Greek bank
that had to resort to the European Central Bank's (ECB's) Emergency
Liquidity Assistance program, and then the first bank to repay it
and exit the program.

The stable outlook balances risks and benefits attached to ABB's
new five-year strategy to diversify away from shipping into SMEs
and other businesses in Greece. S&P said, "We expect the loan book
will expand at a pace of about 40% per year and will gradually
become more granular, while the share of volatile shipping lending
will gradually decrease. We also note that ABB's direct exposure to
Greece's barely recovering operating environment will increase and
with it bring some execution risks, a changing risk profile,
funding challenges, and competition from long-established, large
players. These factors aside, we expect ABB's high capitalization
and its good quality to remain supportive for its planned rapid
growth and the resulting higher exposure to Greece's economy over
the short term. We currently anticipate its RAC ratio will remain
comfortably above 10% in the next 12 months and its nonperforming
asset levels will decrease to nearly 10% by the end of 2019 versus
16.1% on Dec. 31, 2018." In that respect, ABB compares favorably
with the system average.

S&P said, "We see limited likelihood of an upgrade over the next 12
months, given the bank's changing ownership and the uncertainties
this change might engender concerning business generation, risk
management, and dividends. Moreover, the slow pace of the recovery
of the Greek private sector leaves limited chances for a better
assessment of ABB's business profile, which is restrained by the
bank's lack of scale and diversity.

"We could lower the rating if ABB's new strategy results in a
sudden and sharp deterioration of its capitalization or risk
profile. This could stem from a scenario where ABB foregoes lending
and underwriting standards or pricing for faster customer
acquisitions, if that in turn led to ABB's RAC ratio falling below
10% on a sustained basis. While our assessment of ABB's funding and
liquidity already takes into account intrinsically high systemic
risks in Greece, an abrupt turbulence similar to that seen in 2014
and 2015 could trigger a downgrade should ABB take a hit leaving it
heavily dependent on funding from the Greek central bank or the
ECB."


GREECE GOVERNMENT: Moody's Hikes Issuer Ratings to 'B1'
-------------------------------------------------------
Moody's Investors Service has upgraded Government of Greece's local
and foreign currency issuer ratings to B1 from B3 previously.
Moody's has also upgraded the local currency senior unsecured debt
rating to B1 from B3, as well as the foreign currency senior
unsecured MTN programme and senior unsecured shelf ratings to (P)B1
from (P)B3. The local currency Commercial Paper rating and the
foreign currency other short-term rating have been affirmed at Not
Prime (NP) and (P)NP respectively.

The outlook has been changed to stable from positive.

The key drivers for Moody's rating action are the following:

1. The reform programme appears firmly entrenched and reforms
implemented are starting to bear fruit. A strengthening economy in
conjunction with creditor surveillance should further reduce risk
of reform reversal.

2. The track record of strong fiscal performance is now firmly
established and is likely to be sustained, as most of the fiscal
improvement is due to structural measures;

3. Public debt sustainability is materially enhanced over the
medium term by last June's debt relief package. Sovereign has
successfully re-established market-based funding, supported by very
large cash cushion and strong creditor support.

Moody's has also raised the foreign-currency and local-currency
bond ceilings to Baa1 from Ba2 previously. The foreign-currency
short-term bond ceiling has been raised to Prime-2 from Not-Prime.
The foreign-currrency and local-currency deposit ceilings have been
raised to B1 from B3. The foreign-currency short-term deposit
ceiling has remained unchanged at Not-Prime (NP).

RATINGS RATIONALE

RATIONALE FOR THE UPGRADE TO B1

FIRST DRIVER: REFORM PROGRAMME APPEARS ENTRENCHED, REFORMS
IMPLEMENTED ARE STARTING TO BEAR FRUIT, LOW RISK OF REVERSAL

One key factor in the improvements of Greece's credit profile in
recent years has been the progress made in the adjustment programme
of reforms agreed with Greece's official-sector creditors. While
progress has been halting at times, with targets delayed or missed,
the reform momentum appears to be increasingly entrenched, with
good prospects for further progress and low risk of reversal.

In Moody's view, as well as speaking to the gradual strengthening
of Greece's institutions, the ongoing reform effort is slowly
starting to bear fruit in the economy. Greece's economy has become
significantly more open in recent years, with exports now
accounting for 37% of nominal GDP as of Q3 2018 compared to 22%
back in 2010. Competitiveness has markedly improved, due to a
significant reduction in labour costs, and exports of both goods
and services have accelerated strongly during 2018.

Reforms in the labour market are starting to be reflected in strong
employment growth, which has been running at 2% or above for the
past three years, ahead of average nominal GDP growth for the
period. According to data from the Bank of Greece and the Labour
Ministry, employment contracts are becoming more flexible and wage
bargaining is increasingly at the firm level, rather than at the
sector or industry level as was historically the case. Making the
labour market more flexible, shifting towards decentralized wage
bargaining and reducing the traditionally high employment
protection that acted as an obstacle to hiring in the first place
have been key objectives of the labour market reforms enacted under
the adjustment programmes.

Privatisations have recently been gaining pace and are a positive
step towards bringing in foreign expertise, capital and investment
as well as improving competition in domestic markets. The Hellenic
Financial Stability Fund and the Bank of Greece have presented new
proposals for accelerating the reduction of non-performing
exposures in the banking sector, which -- if implemented -- could
provide an important component for dealing more aggressively with
the banks' key weakness.

Moody's positive assessment comes despite some recent government
decisions that were not fully in line with commitments. In
particular, the decision to increase the minimum wage by 11%
exceeds the Experts Group's recommendation of 5-10% and will damage
Greece's competitiveness if it translates into high wage increases
more generally. Also, the recently released second post-program
review report by the European Commission points out that despite
overall good progress, Greece is lagging behind in enacting some of
its specific commitments, and discussions on the important revision
of the household insolvency law (so-called Katseli law) are
ongoing. Continued delay could put the euro area's promised
transfer of close to EUR1 billion to Greece at risk.

That said, Moody's considers the risk of a material reversal of
already enacted reforms to be low irrespective of the outcome of
the general elections which have to be held by October at the
latest, but might be advanced by a few months. The most politically
painful measures have already been enacted, with the economy
finally showing signs of recovery, reducing the incentives for any
future government to jeopardize the hard-won gains. Continued
creditor surveillance should further reduce the risk of reform
reversal.

SECOND DRIVER: FISCAL TRACK RECORD WELL-ESTABLISHED, MOSTLY DUE TO
STRUCTURAL MEASURES

Reforms enacted, alongside recovering growth, have allowed Greece
to achieve substantial fiscal consolidation over the past few
years, with the primary balance now firmly in a large surplus
position and the overall balance also in surplus for the past three
years. Targets agreed with Greece's euro area creditors have been
exceeded, and by a wide margin since 2015. An important part of the
fiscal improvement is due to structural measures undertaken during
the third adjustment programme that ended in August 2018, including
important pension and health care reforms as well as efforts to
contain the public-sector wage bill and employment.

Moody's also considers positively the establishment of the
independent tax revenue administration IAPR in early 2017, which
has already achieved important progress in improving tax compliance
and raising tax revenues. An important contribution to the overall
fiscal performance has come from the interest bill, which declined
by over 16% since 2015, thanks to the debt relief measures granted
by the euro area. Even assuming some market funding at higher rates
going forward, the interest bill will remain broadly stable in the
coming years at around 3% of GDP. All of these measures give
confidence that Greece's recent solid fiscal track record can be
maintained over the coming years.

THIRD DRIVER: DEBT SUSTAINABILITY MATERIALLY ENHANCED OVER MEDIUM
TERM FOLLOWING DEBT RELIEF LAST JUNE

Recent fiscal consolidation is underpinned by the debt relief
package agreed with Greece's euro area creditors last June, which
materially reduces Greece's debt repayments for the next decade and
beyond. The package extended both the average maturity of EFSF
loans (the largest part of Greece's euro area funding, amounting to
close to EUR131 billion or 70% of GDP) and the grace period on
interest due by ten years. Greece will only have to start making
payments on EFSF loans in 2033. This package in conjunction with
continued solid fiscal performance will ensure that Greece's gross
financing needs will be low in the coming years, at around 10% of
GDP until 2032. In addition, the euro area creditors committed to
reviewing Greece's debt profile again in 2032 and to provide
further relief if needed (provided that Greece remains on track
with its commitments). No other sovereign benefits from similar
levels of support.

The Greek government subsequently returned successfully to the
international bond markets. The proceeds of that issuance, along
with a cash buffer of EUR26.8 billion or 14.5% of GDP as of
end-2018, provide a sizeable cushion against amortizations of
medium and long-term debt of a total of EUR22 billion over the
coming three years. Debt sustainability is materially enhanced over
the medium-term, with the public debt ratio declining even under
Moody's standard stress assumptions. In the rating agency's
baseline scenario the debt ratio will stand below 167% of GDP in
2020, compared to 181% last year. Moody's forecasts a further
decline in the debt to below 154% in 2022, assuming that the
primary surplus targets are met.

RATIONALE FOR A STABLE OUTLOOK

The stable outlook balances the relatively low risk of policy or
fiscal reversal against the limited upside to Greece's credit
profile.

Despite the significant improvements to date, Greece' credit
metrics are likely to remain commensurate with a rating in the B
category in the coming years, absent significant, unexpected,
further improvements in the country's institutional strength and
its economic performance. Medium term growth prospects will remain
low unless investment accelerates significantly.

Higher investment in turn requires further reforms to improve the
business climate and secure property rights as well as to move
towards a more growth-friendly tax regime, while maintaining
prudent fiscal policies at the same time. While the new proposals
to clean up the banking sector's non-performing exposures are
promising, they need further detailed work before they can be
implemented; more measures are needed clean up the sector's balance
sheet to promote lending to the real economy.

Also, while Greece managed to legislate many important reform
measures over the past three years, those focused on institutional
and behavioural change in particular will take time to be fully
embedded and reflected in e.g. a more efficient and professional
public administration, consistently strong tax compliance and more
generally a change in the payment culture by the population at
large.

WHAT COULD CHANGE THE RATING UP/DOWN

The rating could ultimately be upgraded if a strongly reform-minded
government were to emerge from the upcoming elections and put in
place a clear and credible agenda for further growth-friendly
economic policies. A positive rating action would also require a
faster-than-expected reduction in the public debt ratio -- probably
linked to sustained vigorous economic growth on the back of
stronger investment -- and a material improvement in the banking
sector's health.

Conversely, the rating could ultimately be downgraded were it to
become clear that the reform momentum had dissipated, with
previously enacted reforms being reversed or other policy steps
being taken that lead to materially weaker fiscal outcomes or put
in danger the hard-won competitiveness gains and institutional
improvements. Moody's will pay particular attention to the next
government's policy on public employment, given the importance of
creating a less politicized public administration. Renewed tensions
with Greece's euro area partners would also be negative as this
could, inter alia, put the prospect for further debt relief after
2032 -- if needed -- into doubt.

GDP per capita (PPP basis, US$): 27,796 (2017 Actual) (also known
as Per Capita Income)

Real GDP growth (% change): 1.5% (2017 Actual) (also known as GDP
Growth)

Inflation Rate (CPI, % change Dec/Dec): 0.7% (2017 Actual)

Gen. Gov. Financial Balance/GDP: 0.8% (2017 Actual) (also known as
Fiscal Balance)

Current Account Balance/GDP: -1.8% (2017 Actual) (also known as
External Balance)

External debt/GDP: [not available]

Level of economic development: Moderate level of economic
resilience

Default history: At least one default event (on bonds and/or loans)
has been recorded since 1983.

On February 26, 2019, a rating committee was called to discuss the
rating of the Greece, Government of. The main points raised during
the discussion were: The issuer's economic fundamentals, including
its economic strength, have materially increased. The issuer's
governance and/or management, have materially increased. The
issuer's fiscal or financial strength, including its debt profile,
has remained unchanged.



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AVOLON HOLDINGS: Fitch Rates $800MM Sr. Unsecured Notes 'BB+'
-------------------------------------------------------------
Fitch Ratings has assigned a final rating of 'BB+' to Avolon
Holdings Funding Limited's issuance of $800 million 5.25% senior
notes due 2024. The 2024 notes are fully and unconditionally
guaranteed by Avolon Holdings Limited (Avolon; 'BB+'/Positive).
Avolon intends to use the net proceeds from the issuance for
general corporate purposes, which may include the future repayment
of outstanding indebtedness.

The assignment of the final rating follows the receipt of documents
confirming to information already received.

KEY RATING DRIVERS

IDRs AND SENIOR DEBT

The Long-Term Issuer Default Rating (IDR) of Avolon Holdings
Funding is equalized with the 'BB+' IDR of Avolon, since the entity
is a direct, wholly-owned subsidiary of Avolon created for the
purpose of issuing unsecured notes. The Positive Rating Outlook for
Avolon Holdings Funding Limited is equalized with the Positive
Outlook assigned to Avolon. Fitch last reviewed the ratings and
Outlook of Avolon on Feb. 13, 2019.

The equalization of the unsecured note ratings with Avolon's IDR
reflects an appropriate level of unsecured debt as a portion of
total debt, as well as an assessment of the pool of unencumbered
assets, which totaled $8.7 billion as of Dec. 31, 2018, which
provides support to unsecured creditors and suggests average
recovery prospects on the notes.

RATING SENSITIVITIES

IDRs AND SENIOR DEBT

An upgrade of the ratings to 'BBB-' could be driven by a continued
improvement in Avolon's unsecured debt to total debt ratio, such
that it is consistently and comfortably within Fitch's 'bbb'
benchmark range of 35%-50%. An upgrade could also be conditioned
upon gross debt to tangible common equity being maintained below
3.0x over time and on demonstrated adherence to the enhanced
corporate governance framework.

Although not currently envisioned by Fitch, increased ownership of
Avolon by ORIX could result in the ratings benefiting from
institutional support uplift, provided that Fitch believed ORIX had
the willingness and ability to extend credit or liquidity support
to Avolon.

A sustained increase in gross debt to tangible common equity above
3.5x as a result of an increased risk appetite by Avolon's owners
or underlying lease portfolio asset underperformance may result in
the Outlook being revised to Stable from Positive. Additionally, a
perceived material weakening of the credit risk profiles of Bohai
Capital and/or HNA, which serves to affect Avolon's funding access,
franchise or other aspects of its business activities,
higher-than-expected aircraft repossession activity, sustained
deterioration in financial performance or operating cash flows
and/or material weakening of liquidity relative to financing needs,
may result in additional negative pressure on the ratings.

The secured debt and unsecured debt ratings are primarily sensitive
to changes in Avolon's IDR and secondarily to the relative recovery
prospects of the instruments.

Fitch has assigned the following final rating:

Avolon Holdings Funding Limited
  --Senior unsecured debt 'BB+'.

Fitch currently rates Avolon as follows:

Avolon Holdings Limited

  -- Long-Term IDR 'BB+';

  -- Senior secured debt 'BBB-'.

Avolon TLB Borrower 1 (Luxembourg) S.a.r.l.

  -- Long-Term IDR 'BB+';

  -- Senior secured debt 'BBB-'.

Avolon TLB Borrower 1 (US) LLC

  -- Long-Term IDR 'BB+';

  -- Senior secured debt 'BBB-'.

CIT Aerospace International

  -- Senior secured debt 'BBB-'.

CIT Aerospace LLC

  -- Senior secured debt 'BBB-'.

CIT Aviation Finance III Limited

  -- Senior secured debt 'BBB-'.

CIT Group Finance (Ireland)

  -- Senior secured debt 'BBB-'.

Park Aerospace Holdings Limited

  -- Long-Term IDR 'BB+';

  -- Senior unsecured notes 'BB+'.

The Rating Outlooks are Positive.



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R O M A N I A
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PRBA: Insolvency Petition Lodged by Romania Postal Office
---------------------------------------------------------
Aurel Dragan at Business Review reports that the Romanian Postal
office has requested the insolvency of PRBA, the national postal
operator's insurance broker.

According to Business Review, the company's representatives made
this decision as a result of analyzing the legal debt recovery
options that PRBA had to register with the company.

The broker has registered losses of RON4 million in the last five
years and receivables of RON2 million, Business Review discloses.

PRBA's activity was based on the contribution of authorized postal
agents as brokers and number of fixed points in the national post
office network, Business Review states.

The insurance operator recorded debts to the Romanian Post and the
attempts to recover failed to fit the PRBA on a positive trend of
financial evolution, Business Review notes.  Thus, as a creditor,
the Romanian Post filed a claim in court asking for the insolvency
of the insurance brokerage firm, Business Review relates.

The Provisional Judicial Administrator is to prepare a report that
will include proposals for the reorganization/liquidation of the
PRBA, in accordance with the Law no.85 / 2014, Business Review
says.




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R U S S I A
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MOSCOW INDUSTRIAL: Bank of Russia Amends Bankruptcy Measures
------------------------------------------------------------
The Bank of Russia approved amendments to the plan of its
participation in bankruptcy prevention measures for Public Joint
Stock Company Moscow Industrial Bank (Reg. No. 912) (hereinafter,
the Bank), which provide for the Bank's recapitalization from the
Fund for Banking Sector Consolidation.  Pursuant to the Federal Law
"On Banks and Banking Activities" and the Federal Law "On
Insolvency (Bankruptcy)", this is the basis for termination
(exchange or conversion) of the Bank's liabilities under
subordinated loans (deposits, loans, and bonded loans).

The current development of the bank's status has been detailed in a
press statement released by the Bank of Russia.


YAROSLAVL REGION: Fitch Affirms 'BB-/B' Issuer Default Ratings
--------------------------------------------------------------
Fitch Ratings has affirmed Russian Yaroslavl Region's Long-Term
Foreign- and Local-Currency Issuer Default Ratings (IDRs) at 'BB-'
and Short-Term Foreign-Currency IDR at 'B'. The Outlook is Stable.
The region's senior debt ratings have been affirmed at long-term
local currency 'BB-'.

KEY RATING DRIVERS

The affirmation reflects Yaroslavl's moderate social-economic
profile and Russia's weak institutional framework for
sub-nationals. They also reflect the region's stabilised fiscal
performance and direct risk.

Institutional Framework (Weakness/Stable)

The region's credit profile remains constrained by the weak
institutional framework for Russian local and regional governments
(LRGs), which has a shorter record of stable development than many
international peers. The predictability of Russian LRGs' budgetary
policy and overall resource planning horizon is hampered by
frequent reallocation of revenue and expenditure responsibilities
between government tiers.

Fiscal Performance (Weakness/Positive)

In its base case scenario, Fitch projects Yaroslavl to consolidate
satisfactory fiscal performance with full-year deficit before debt
variation at about 0.5%-1.5% in 2019-2023 and operating margins
hovering at about 8%. On a preliminary basis, Yaroslavl's budgetary
performance improved in 2018 with the operating margin increasing
to 6.6% from 2.9% in 2017, while the deficit before debt variation
narrowed to 1.7% of total revenue (2017: deficit 2.7%).

This was driven by growth in tax revenue in 2018, which increased
by 11% yoy, underpinned primarily by expansion of collections of
corporate income tax (CIT) and personal income tax (PIT). Those two
taxes represented 62% of Yaroslavl's preliminary estimated
full-year tax revenue in 2018.

Under Fitch's rating case scenario, where it applies an additional
stress on CIT for 2019-2023, it projects the region's operating
margin to remain satisfactory at 2%-7%, accompanied by a deficit
before debt variation between 3% and 8% of total revenue. These
metrics remain within the 'BB-' rating range.

Debt and Other Long-Term Liabilities (Neutral/Stable)

Fitch projects the region's direct risk to consolidate at below 60%
of current revenue in its base case scenario for 2019-2023
(preliminary 2018: 58%). Yaroslavl's direct risk position
stabilised in absolute terms at RUB37.2 billion at end-2018 (2017:
RUB 36.2 billion), as did the structure, as the end-2018 stock was
51% composed of domestic bonds, followed by low-cost federal budget
loans (39%) and bank loans (10%).

The region's debt amortisation profile is fairly smooth and
stretched until 2034, while the average life of the region's
preliminary estimated debt as of end-2018 was 4.7 years (2017: 5.1
years). Yarsloval's cash position remained fragile as of end-2018
with cash holdings totalling RUB 163 million (2017: RUB268
million). Nonetheless, immediate refinancing risk is manageable as
2019-2020 maturities account for 25% of current direct risk and are
fully covered by standby credit facilities.

Management and Administration (Neutral/Stable)

The regional administration has a prudent debt management policy
aimed at maintaining a manageable debt portfolio and restoring the
region's budget to satisfactory performance. The region's budgeting
approach is quite conservative, resulting in smaller-than-expected
deficit outturns. Fitch assumes continuity in these policies and
practices over the medium term.

Economy (Neutral/Stable)

The region's economy outperformed the broader Russian economy in
2018. On a preliminary basis full-year gross regional product (GRP)
increased by 4.2% yoy. The region's wealth metrics such as GRP per
capita and average salary were 7% and 2%, respectively, above the
national median in 2016. According to administration's base
macro-forecast Yaroslavl region's economic growth is likely to
proceed with GRP increasing by 4.4%-4.8% yoy in 2019-2021.

RATING SENSITIVITIES

An improvement in the operating balance towards 10% of operating
revenue, coupled with a debt coverage ratio (direct risk-to-current
balance) at around 10 years (2017: 180 years) for a sustained
period, could lead to an upgrade.

Inability to maintain a positive current balance and widening of
the deficit above 10% of total revenue could lead to a downgrade.


ZLATOBANK JSC: Deposit Fund Suspends Payment to Depositors
----------------------------------------------------------
MENAFN reports that the Deposit Guarantee Fund has temporarily
suspended payments to depositors of insolvent JSC Zlatobank.

"The Grand Chamber of the Supreme Court under the ruling as of
February 5, 2019, denied motions submitted by the Deposit Guarantee
Fund and National Bank of Ukraine against the decision of Kyiv
Administrative Court of Appeal, dated October 25, 2017, canceling
liquidation of JSC Zlatobank," MENAFN quotes the Fund's press
service as saying in a statement.

Therefore, the Executive Directorate of the Deposit Guarantee Fund
on February 25, 2019, decided to suspend payments of guaranteed
sums to depositors of Zlatobank, MENAFN discloses.

The National Bank in May 2015 decided to liquidate Zlatobank,
MENAFN relates.




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

BAHIA DE LAS ISLETAS: S&P Affirms 'B+' ICR, Outlook Stays Positive
------------------------------------------------------------------
Spain-based ferry operator Bahia de las Isletas (Bahia) will start
realizing synergies from its acquisition of Trasmediterranea S.A.,
which completed with a delay of several months, and will incur
large capital investments (capex) to meet more stringent
environmental regulation, constraining cash flows. However, S&P
Global Ratings continues to believe that Bahia has the capacity to
improve its currently weak credit measures if it achieves
acquisition-related synergies, restores profitability, and applies
excess cash flow toward debt reduction.

Consequently, S&P Global Ratings is maintaining its positive
outlook on Bahia and affirming its 'B+' issuer credit rating on
Bahia and its core subsidiary Naviera Armas (Naviera).

S&P is also affirming its 'BB-' issue ratings on the EUR300 million
and EUR282 million senior secured notes due in 2023 and 2024,
respectively, issued by Naviera.

S&P said, "We affirmed our ratings because we expect that Bahia
will start realizing synergies from its June 2018 acquisition of
the large domestic ferry operator Trasmediterranea S.A., several
months later than we had previously expected. Furthermore, the
company will incur large capex in 2019 to meet more stringent
environmental regulations requiring sulfur emissions to be reduced
to 0.5% from January 2020 (versus 3.5% currently). Higher capex
will inevitably constrain free operating cash flow generation this
year. We nevertheless continue to believe that Bahia has the
capacity to improve its currently weak credit measures if it
achieves the acquisition-related synergies, restores profitability,
and applies excess cash flow toward debt reduction.

"We take into consideration that the acquisition of
Trasmediterranea has enlarged Bahia's scale, with a pro forma
EBITDA likely to increase by more than 2x to exceed EUR100 million
from 2020, fueled by benefits from synergies starting in 2019."
Furthermore, the acquisition has almost tripled the size of Bahia's
operated fleet and enlarged its route network, which enhances the
company's geographic diversity. This could strengthen EBITDA
generation and diminish volatility of profitability.

Trasmediterranea is the largest ferry operator in the Strait of
Gibraltar (connecting Spain and Morocco) and the Balearic Islands,
where Bahia has so far had little or no presence instead focusing
on the Canary Islands. All three regions, in which Bahia now serves
about 56 routes (versus 24 before the acquisition), are key markets
in Spain for passenger and maritime freight transportation.

S&P said, "Bahia and Trasmediterranea operate in the ferry
industry, which we view as more favorable than traditional shipping
because of generally more stable demand and pricing, as well as
lower capital intensity. Following the acquisition, Bahia will
generate about 35% of revenues in the freight cargo business,
complemented by in-land logistic operations performed by its truck
fleet of more than 500 vehicles, which is the largest in Spain. We
view the freight cargo business as more predictable because most
contracts have pass-through clauses that protect the company from
fuel cost inflation, unlike passenger services where any increase
in ticket prices depends on market dynamics. Furthermore, we view
the underlying passenger and freight ferry industry as mature and
competitive, which means that Bahia's increased market share and
scale will not necessarily translate into revenue premiums or
higher ticket prices than its peers. However, we consider the
competition among the Spanish ferry operators as less intense and
more rational than in the Italian market, for example, where
Bahia's rated peer, Moby (CCC-/Negative/--), operates, not least
due to a more balanced distribution of market shares by routes."

Bahia's business profile is currently constrained by the
significantly diluted profitability, with an EBITDA margin (pro
forma the acquisition) of 14% in 2018 versus 32% for Bahia stand
alone in 2017.

S&P believes the following restrain margins and the stability of
profitability:

-- Trasmediterranea's focus on the Strait of Gibraltar and
Balearic Islands, regions with more pronounced seasonality patterns
than the Canary Islands;

-- Trasmediterranea's less efficient operating model; and

-- Trasmediterranea's higher exposure to swings in fuel prices
because of less comprehensive hedging than Bahia.  

Following the acquisition, Trasmediterranea still remains subject
to volatile fuel costs (currently 50% of fuel needs hedged for
2019), which represent about 20% of its operating expenses. S&P
said, "However, we expect fuel hedging levels to gradually align
with Bahia's policy of 60%-80% coverage in the coming years and
this could increase earnings visibility. Furthermore, we believe
that Bahia could extract significant synergies from, among others,
optimization of route networks, restructuring of personnel to
eliminate duplicated tasks, and other operating costs (e.g., branch
network, purchase and repairs, marketing, insurance, and audit)."
If implemented effectively and all other things being equal, these
measures would improve Bahia's EBITDA margins to 22%-23% by 2020.

S&P said, "While Trasmediterranea has an older, and therefore less
efficient, fleet averaging about 16 years compared with Bahia's
average fleet age of 9.4 years before the acquisition, we
understand it is still competitive relative to peers. Thus, we do
not expect any material cash outflows for refurbishing, other than
periodic maintenance capex. Altogether, for the group we expect
modest annual capex (including expansionary capex) of EUR30
million-EUR35 million funded from operating cash flows, while capex
for scrubbers to meet the upcoming environmental regulation taking
effect from January 2020 will be mainly debt funded. Moderating
capital needs from 2020 will foster cash accumulation, which we
expect will be used for early debt repayment.

"The positive outlook reflects our view that we could upgrade Bahia
given the potential for improved earnings capacity after the
Trasmediterranea acquisition. An upgrade would be predicated on our
view that Bahia will also improve and maintain credit measures at
the higher end of the range for our aggressive financial risk
assessment.

"We could raise our rating on Bahia to 'BB-' in the next 12 months
if it is successful in integrating Trasmediterranea, achieving
run-rate synergies of about EUR50 million, improving operating
efficiency and EBITDA margins, and if we believe that it will
achieve and sustain its adjusted FFO to debt at above 16%. We
believe that EBITDA improvement alone, absent debt reduction, might
not be sufficient for Bahia to restore its credit measures to be
consistent with a 'BB-' rating. This is why we consider debt
repayment from excess cash flows as essential to the upside in the
rating.

"We could revise the outlook to stable if the company were unable
to realize the targeted synergies after it integrates
Trasmediterranea, resulting in weaker-than-expected profitability.
We could also revise the outlook to stable if Bahia were to deploy
its expected increase in cash funds for purposes other than debt
reduction."

With the acquisition of Trasmediterranea Bahia has become the
largest Spanish ferry group, providing passenger and freight
services in the Canary and Balearic Islands and the Strait of
Gibraltar. Currently it operates a fleet of 34 vessels, of which it
owns 23. Bahia also provides complementary land transportation
services with the largest truck fleet in Spain of more than 500
vehicles.


DIA: LetterOne Proposal Fails to Provide Solutions to Challenges
----------------------------------------------------------------
Reuters reports that Distribuidora Internacional de Alimentacion SA
(Dia) said on March 3 that LetterOne's (L1) proposal, as currently
constructed, does not provide effective and readily available
solutions to short-term challenges Dia is facing.

According to Reuters, in the absence of any such solution, Dia
might be forced to file for dissolution/insolvency.

Dia says it has been and continues to be willing to engage with L1
and its advisors to reach viable long term solution for the
company, Reuters discloses.

Dia Group is a Spanish supermarket chain.




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

TURKIYE SISE: Fitch Affirms 'BB+' LT IDR & Sr. Unsec. Debt Rating
-----------------------------------------------------------------
Fitch Ratings has affirmed Turkiye Sise ve Cam Fabrikalari A.S.'s
(Sisecam) Long-Term Issuer Default Rating (IDR) at 'BB+ '. The
Outlook is Negative. Fitch has also affirmed the senior unsecured
rating and existing USD 500 million 2020 Eurobond at BB+.
Simultaneously Fitch has assigned an expected rating of 'BB+(EXP)'
to Sisecam's proposed benchmark size million senior unsecured
notes.

The expected rating is aligned with Sisecam's existing senior
unsecured rating, reflecting the pari passu ranking of the new
notes with all present and future unsecured obligations, as well as
the proposed terms being materially in line with the existing
unsecured notes. The assignment of a final rating is contingent
upon the receipt of final documents conforming to the information
already received.

The affirmation reflects Sisecam's operational performance being
broadly in -line with Fitch's previous expectations. The ratings
reflect Sisecam's solid business profile, which benefits from
strong market shares in the glass industry in its domestic market
and certain export markets in Eastern Europe, diverse end- market
exposure and a strong financial profile, characterised by high
profitability and funds from operations (FFO) metrics that are in
-line with the 'BBB' rating median.

The Negative Outlook reflects the Negative Outlook on Turkey's
sovereign Long-Term Foreign Currency IDR (BB/Negative).

KEY RATING DRIVERS

Improved Profitability: Sisecam's Fitch-adjusted EBITDA margins
reached 23% at end-2018, backed by a solid contribution from the
chemicals segment and cost- cutting measures. This is despite
significant increases in energy prices in the domestic Turkish
market and a substantial downturn in the Turkish construction
market. Fitch believes that the macroeconomic conditions will
continue testing profitability in 2019 and conservatively forecasts
EBITDA margins around 22%. However, the FFO margin is expected to
remain above 16% in the medium term, despite lower profitability
and increased financial costs, which is commensurate with the 'BBB'
rating median.

Negative FCF Expectations: Fitch projects that Sisecam's free cash
flow (FCF) margins will remain negative over the medium term (-10%
in 2019), driven by higher capex needs and increasing interest rate
costs. Fitch believes that deleveraging will slow in the next three
years, driven by the issuer's new investment phase, although it
expects leverage metrics to remain commensurate with the
investment-grade median. Fitch believes that the company's
substantial expansionary capex plans could be partially postponed
under a severe economic downturn and the dividend payout ratio
could be lowered. However, Fitch does not incorporate this scenario
into its forecasts.

Solid Financial Profile: Fitch views Sisecam's financial profile as
solid, with high EBITDA margins and sound FFO generation, driven by
a vertically integrated business profile. Historical FFO-adjusted
gross leverage of around 3x and FFO-adjusted net leverage of below
2x are in line with investment-grade expectations under Fitch's
Building Materials Ratings Navigator. Fitch expects that Sisecam
will continue operating with similar leverage metrics in the medium
term, despite its more conservative profitability assumptions and
expectation of a negative FCF generation.

Bond Ratings: The senior unsecured rating and existing bond rating
are in line with Sisecam's IDR as they constitute its direct,
unconditional and unsubordinated obligations. The bonds rank pari
passu with other senior unsecured debt instruments. Fitch sees no
subordination issue for Sisecam's existing bond, which is
guaranteed by three of its main subsidiaries. Debt at operating
subsidiaries remains below 2x consolidated group EBITDA.

Fitch believes that the proposed bond issue will have no material
differences from the existing bond issuance. It will rank pari
passu with other senior unsecured obligations and be partially
guaranteed by the issuer's four operating subsidiaries.

Limited Geographic Diversification: Sisecam's investment/expansion
plans for Eastern Europe and Russia are a step towards reducing the
company's exposure to the Turkish economy, which is a rating
constraint. Sisecam has become more geographically diverse in the
past 10 years, with revenue from the domestic market declining to
40% in 2017 from 47% in 2012, backed by a solid market share gains
in Russia and expansion into new emerging markets. However,
Sisecam's emerging -market presence is still high compared with
peers such as Compagnie de Saint Gobain (BBB/Stable).

Standalone Assessment: In applying its Parent and Subsidiary Rating
methodology Fitch concluded that the legal, operational and
strategic ties between Sisecam and owner Turkiye Is Bankasi A.S.
(BB-/Negative) are weak enough to rate the former on a standalone
basis. This reflects Fitch's general approach towards Turkish banks
and their industrial subsidiaries.

DERIVATION SUMMARY

Sisecam's financial profile is solid. Its conservative FFO gross
leverage metric of around 3x is commensurate with the 'BBB' rating
median, and is in line with investment-grade peers such as
Compagnie de Saint Gobain. This is despite the recent expansion
pipeline stressing FCF metrics, and challenging market conditions
in some sub-sectors.

Sisecam's conservative leverage profile is driven by strong
profitability and FFO generation, which is supported by the
company's market-leading positions within Turkey, Russia and
Eastern Europe, and its low cost base compared with peers. Sisecam
is the market leader in all of its sub-segments in Turkey,
dominating more than 60% of the domestic market, but remains a
smaller company globally compared with investment-grade peers.

Compared with Saint Gobain and Owens Corning (BBB-/Stable),
Sisecam's manufacturing base remains in low-cost, emerging markets.
Although this drives superior profitability compared with its
peers, limited geographic diversification is a key rating
constraint. Fitch views Sisecam's end-market diversification as
healthy, having exposure to a number of industries such as autos,
construction, white goods, food and beverage, and chemicals.
However, compared with some of its peers, exposure to less cyclical
businesses such as pharma, healthcare and infrastructure is more
limited, but Fitch does not consider this a rating constraint.

Sisecam's geographic diversification is limited compared with
Turkish white goods manufacturer and exporter, Arcelik A.S.
(BB+/Negative). However, the company's wider end-market exposure
balances out the differences in business profile and reduces
volatility in Sisecam's financial profile compared with its local
peers.

KEY ASSUMPTIONS

  - Low single-digit organic growth driven by Fitch's conservative
forecasts of Turkish construction market demand

  - Marginally decreasing EBITDA margins driven by increasing
energy prices

  - Higher capex driven by investment plans

  - No sizeable M&A, nor divestments in investment portfolio

  - Increasing interest costs over the medium term

RATING SENSITIVITIES

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

  - Fitch does not expect the ratings to be upgraded while they are
constrained by Turkey's Country Ceiling.

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

  - A lowering of Turkey's Country Ceiling

  - FFO margin below 14% (2018: 19.6%)

  - FFO net leverage above 2.5x on a sustained basis (2018: 1.4x)

  - Significant reduction in ownership in consolidated
subsidiaries

  - Increasing concerns about deteriorating liquidity

LIQUIDITY

2020 Eurobond Stresses Liquidity: Similar to most Turkish blue
chips, Sisecam's liquidity score is usually around 1x, which is
considered adequate for the rating, despite its dependency on
short- term financing compared with its international peers.
However upcoming debt maturities in 2019 (TRY3.1 billion) along
with the upcoming Eurobond repayment in 2020, and Fitch's negative
FCF expectations for the medium term stresses Sisecam's liquidity
score below historical averages.

The Fitch-adjusted cash on balance sheet (TRY 3.8 billion) covers
the short-term debt repayments of TRY3.1 billion for 2019. However,
the cash balances are not sufficient to cover Fitch's negative FCF
expectations of negative TRY1.8 billion for 2019.
Although Fitch does not consider the liquidity score below 1x as
adequate for the current rating, it believes that the liquidity
score will return to historical levels pro forma financing.


TURKIYE SISE: Moody's Rates Proposed Sr. Unsecured Notes 'Ba2'
--------------------------------------------------------------
Moody's Investors Service assigned a Ba2 rating to the senior
unsecured notes to be issued by Turkiye Sise ve Cam Fabrikalari
A.S. (Sisecam). Sisecam will issue new 5-7 years USD-denominated
benchmark size notes and use the proceeds to repay some of its $500
million senior unsecured notes due 2020 and for general corporate
purposes. "The issuance will improve Sisecam's liquidity by
lengthening its debt maturity profile.", says Thomas Le Guay, a
Moody's Analyst and local market analyst for Sisecam.

RATINGS RATIONALE

The proposed notes are senior unsecured obligations and will rank
pari-passu with all other existing and future unsecured and
unsubordinated debt obligations of the company. The proposed notes
will be guaranteed on a partial and several basis for 80% of the
new principal amount which is identical to the company's existing
notes. The guarantors are the company's four largest subsidiaries,
namely Trakya Cam Sanayii A.S. (flat glass, guarantor for one-third
of the new principal amount), Pasabahce Cam Sanayii ve Tic A.S.
(glassware, 20%), Anadolu Cam Sanayii A.S. (glass packaging, 20%)
and Soda Sanayii A.S. (chemicals, one fifteenth). Moody's rates
Sisecam's senior unsecured notes in line with its corporate family
rating (CFR) and ranks them pari-passu with the company's other
senior unsecured obligations in light of the subsidiaries'
guarantees.

Sisecam's Ba2 CFR is one notch above the sovereign rating of Turkey
(Ba3 negative) and reflects its leading market position in the
country, strong financial profile and good liquidity. Sisecam has a
balanced revenue and product mix derived from its flat glass,
glassware, glass packaging and chemicals businesses. However,
Sisecam remains highly dependent on its Turkish operations for
revenue and cash flow generation, with Turkey accounting for around
two fifths of revenues, and an additional fifth produced and
exported from the country.

Sisecam has a good liquidity profile, supported by cash and cash
equivalents of TRY3.2 billion ($0.6 billion) as well as a portfolio
of fixed income securities issued by Turkish borrowers of TRY2.6
billion ($0.5 billion) as of December 31, 2018. However, Sisecam's
liquid assets are somewhat concentrated towards Turkiye Is Bankasi
A.S. (B2 negative). Moody's expects Sisecam to generate small
negative free cash flows in 2019 and 2020 due to large capital
investment requirements. Sisecam had TRY3.1 billion ($0.6 billion)
of short-term borrowings as of 31 December 2018.

The negative outlook mirrors that of the Government of Turkey and
reflects Sisecam's credit links with the Turkish economy and its
material exposure to the domestic operating environment. Moody's
nevertheless anticipates that Sisecam will maintain its strong
domestic competitive position with a resilient credit profile in a
context of slower economic growth in Turkey.

WHAT COULD CHANGE THE RATINGS DOWN/UP

Sisecam's rating is constrained by the Government of Turkey's Ba3
negative rating and upward pressure on the rating is unlikely at
this stage because of Sisecam's credit linkages with Turkey.
Positive pressure on the sovereign rating could lead to positive
pressure on Sisecam's rating if current credit metrics are
sustained.

The rating could be downgraded if Sisecam failed to maintain high
single-digit EBITA margin (19.3% as of December 31, 2018), or
debt/EBITDA below 4.0x (2.0x as of December 31, 2018). A downgrade
of Turkey's government bond rating or foreign currency bond ceiling
would likely result in the downgrade of Sisecam's rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Global
Manufacturing Companies published in June 2017.

CORPORATE PROFILE

Founded in 1935, Sisecam is a Turkish industrial manufacturer of
glass products as well as soda ash and chromium-based chemicals.
Sisecam has four business segments operating through its core
subsidiaries, namely Trakya Cam Sanayii A.S. (flat glass),
Pasabahce Cam Sanayii ve Tic A.S. (glassware), Anadolu Cam Sanayii
A.S. (glass packaging) and Soda Sanayii A.S. (chemicals). Over the
past decade, the group has been increasing its geographical
footprint in Eastern Europe, Western Europe and CIS as part of its
growth strategy. Sisecam is owned at 67% by Turkiye Is Bankasi A.S.
and 8% by Efes Holding A.S. The remaining 25% is listed on Borsa
Istanbul. Sisecam reported consolidated revenues of TRY15.6 billion
($3.3 billion) and an operating profit of TRY3.0 billion ($0.6
billion) in 2018.




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

CO-OPERATIVE BANK: Fitch Puts 'B' LT IDR on Watch Negative
----------------------------------------------------------
Fitch Ratings has placed the Long-Term Issuer Default Ratings (IDR)
of 19 UK banking groups on Rating Watch Negative. The banks' other
ratings, including their Viability Ratings (VRs) and debt ratings
are not affected by the rating action. The actions follow Fitch
placing the UK's Long-Term IDR on RWN on February 20.

The RWN reflects the heightened uncertainty over the ultimate
outcome of the Brexit process and the increased risk that a
disruptive 'no-deal' Brexit, where the UK leaves the EU without a
withdrawal agreement in place, either in March or at the end of a
short extension, could result in negative action on the UK banks,
most likely with Negative Outlooks being assigned.

Fitch expects to resolve the RWN during 2Q19 in light of the
modalities of the UK's scheduled exit from the EU. The RWN may be
maintained for longer if Brexit negotiations are extended for a
relatively short period of time and resolved after the outcome of
these negotiations are known.

In the event of a disruptive 'no-deal' Brexit where the UK leaves
the EU at end-March or after a short extension of Article 50, Fitch
sees heightened probability that it would revise the Outlooks on
the banks' Long-Term IDRs to Negative, as the impact on earnings,
asset quality, liquidity and funding is likely to be negative.
Banks may be able to take actions to mitigate this risk and
maintain current ratings, but the level of uncertainty would likely
still warrant a Negative Outlook, at least in the medium term.

Fitch believes that less diversified banks, or banks that are more
exposed to highly cyclical sectors, or banks that target niche
economic segments or borrowers are more vulnerable to the fall out
of a disruptive 'no-deal' Brexit than the larger and more
diversified banks. It is possible that in a no-deal scenario more
vulnerable banks could remain on RWN for a longer period or be
downgraded. However, Fitch does not consider the risk of this to be
sufficiently clear at this stage to place any bank's VR on RWN.

In the event a Brexit agreement is concluded either in March or at
the end of a short extension, all else equal, the RWNs would be
resolved and Outlooks likely be Stable. A longer extension of the
Brexit process would also likely result in most banks' ratings
reverting to Stable Outlook.

Fitch placed the UK's 'AA' Long-Term IDRs on RWN on February 20 to
reflect the heightened uncertainty over the outcome of the Brexit
process and an increased risk of a no-deal Brexit. The UK and EU
finalised the withdrawal agreement and political declaration on
future relations on November 25. The agreement envisages a
transition period lasting until the end of 2020. The UK government
has so far been unable to secure parliamentary approval for the
withdrawal agreement.

Political divisions in the UK have increased the likelihood of a
'no-deal' Brexit. A 'no-deal' Brexit is the default option implied
by the process outlined in Article 50 of the Treaty on European
Union and political divisions within the UK mean the risk of a
no-deal remains heightened, even in the event of a short extension
of Article 50.

Fitch believes that a 'no-deal' Brexit would lead to substantial
disruption to UK economic and trade prospects, at least in the near
term. The impact of a 'no-deal' Brexit on economic growth is highly
uncertain, but a recession on the scale of that seen in the UK in
the early 1990s, when real GDP declined by 2% over six quarters,
would be a reasonable comparison for gauging the potential
macroeconomic stress. At the same time, a fiscal and monetary
policy response would follow a 'no-deal' Brexit, mitigating the
negative impact on the macroeconomic outlook. Fitch believes that
the increased risk of such economic disruption gives rise to
downside risks for banks, mostly because it would put pressure on
the banks' ability to execute their strategies and on their
earnings, asset quality and funding profiles in a more difficult
operating environment.

Fitch has placed the Long-Term IDRs of the following issuers and
several of their subsidiaries on RWN. The issuers' other ratings
are unaffected by the rating action.

Bank of Ireland (UK) Plc

Barclays plc

Close Brothers Group

The Co-operative Bank p.l.c

Coventry Building Society

CYBG PLC

HSBC Holdings plc

Investec Bank plc

Leeds Building Society

Lloyds Banking Group plc

Nationwide Building Society

Paragon Banking Group

Principality Building Society

The Royal Bank of Scotland Group plc

Santander UK Group Holdings plc

Skipton Building Society

Tesco Personal Finance Group Limited

Virgin Money Holdings (UK) Plc

Yorkshire Building Society

KEY RATING DRIVERS

Bank of Ireland (UK) Plc (BOIUK)

BOIUK's ratings reflect its modest franchise and relatively
undiversified business model concentrated on the UK mortgage and
savings market. Its asset quality and profitability are sound and
liquidity is solid. The ratings also reflect improved
capitalisation.

Barclays plc, Barclays Bank plc, Barclays Bank UK plc, Barclays
Bank Ireland

Barclays plc's Long-Term IDR and VR reflect Fitch's view of the
consolidated risk profile of the group and its two main operating
banks, Barclays Bank plc and Barclays Bank UK plc, for which it
acts as a holding company. Barclays plc's, Barclays Bank UK plc'
and Barclays Bank plc's VRs are aligned because Fitch views
interlinkages as strong and that there is a high probability of
ordinary support flowing between the entities, given the group
oversight of the operating banks' strategy, treasury and risk
management.

Barclays plc's Long-Term IDR reflects its ability to maintain
capital ratios on track with targets, in particular through
stronger earnings contribution as the group's earnings path has
become more predictable, notwithstanding some volatility in its
capital markets businesses. However, the absolute level of earnings
is still weak relative to domestic and international peers. The
group's sound funding and liquidity profile underpins the ratings
as do the group's sound franchises in UK retail, cards and
commercial banking and in select investment banking businesses in
the UK and US.

The Long-Term IDRs of Barclays Bank plc and Barclays Bank UK plc
are rated a notch above their respective VRs, reflecting sufficient
amounts of junior debt, including from the holding company,
available to protect external senior debt holders of both banks.
Barclays Bank Ireland's Long-Term IDR is equalised with Barclays
Bank plc's, reflecting its core strategic importance and high level
of integration with the parent, as well as availability of junior
debt from the parent.

Close Brothers Group PLC (CBG) and Close Brothers Limited (CBL)
The ratings of CBG and CBL reflect consistently strong earnings,
which are exceptional in the context of UK peers, driven by a
fairly granular and diversified business model, good franchises in
its chosen niche sectors and a broadly consistent strategy.
However, CBG's and its main operating subsidiary CBL's appetite for
higher- risk lending, mainly concentrated in the UK, and a less
resilient funding profile than larger domestic peers are rating
weaknesses.

The Co-operative Bank p.l.c

The Co-operative Bank's ratings primarily reflect the bank's
structural unprofitability due to its high cost base combined with
pressure on its net interest margin, given stiff competition in UK
retail banking, and low interest rates. Fitch believes that its
ability to return to underlying profitability over the medium term,
which is largely based on its current strategy to grow its
business, could be severely affected by a disruptive 'no-deal'
Brexit. Although the bank's capitalisation has improved following
continued risk-weighted assets reductions and the capital injection
in 2017, it remains vulnerable to additional losses.

Coventry Building Society

Coventry's ratings reflect the society's conservative risk
appetite, relatively stable business model, healthy asset quality,
sound capitalisation, and solid funding and liquidity profile. The
ratings also reflect its limited diversification and heavy reliance
on net interest income in a highly competitive mortgage market. The
society has recently reported very low loan loss allowances against
impaired loans (Stage 3 loans under IFRS 9), a tightening net
interest margin, rising costs and an increased appetite for higher
LTV lending. Coventry also has higher than average exposure to the
buy-to-let market, which Fitch considers to be more vulnerable in a
downturn of the economy.

CYBG PLC and Virgin Money Holdings (UK) Plc (VMH), Clydesdale Bank
PLC and Virgin Money Plc

CYBG and VMH's (and their operating subsidiary banks') Long-Term
IDRs reflect the combined group's overall sound asset quality,
adequate capitalisation and stable funding and liquidity and a more
diversified business model following the acquisition of VMH by
CYBG. It also considers Fitch's view of execution risks from the
acquisition of VMH, including CYBG's ability realise its targeted
post-acquisition cost savings, and VMH's integration into CYBG's
platforms.

HSBC Holdings plc (HSBC), HSBC Bank plc, HSBC UK Bank plc, HSBC
Latin America Holdings (UK) Limited and The Hongkong and Shanghai
Banking Corporation Limited

HSBC's Long-Term IDR is based on its VR and reflects Fitch's
assessment of the consolidated risk profile of HSBC and its
operating banks, for which it acts as the holding company. The
holding company itself is driven by the financial strength of the
group's operating banks. HSBC's strong franchise and solid funding
and liquidity remain important rating considerations. The group's
company profile has a high influence on the IDRs and VR. The
ratings also reflect the group's low risk appetite, which Fitch
does not expect to increase despite planned business growth, the
group's solid capitalisation, very stable and robust funding and
the group's strong ability to generate capital over economic
cycles.

The Long-Term IDRs of HSBC Bank plc, HSBC UK Bank plc, HSBC Latin
America Holdings (UK) Limited and The Hongkong and Shanghai Banking
Corporation Limited are aligned with those of their 100% ultimate
parent HSBC and are based on Fitch's assessment of the likelihood
that each would receive extraordinary support from HSBC, if needed.
The Long-Term IDR of The Hongkong and Shanghai Banking Corporation
Limited is underpinned by its VR.

Investec Bank plc (IBP)

IBP's ratings reflect the bank's strengthened business model,
improving profitability, prudent liquidity management and adequate
capitalisation. The ratings also reflect the bank's appetite for
higher-risk asset classes, including commercial real estate loans
and equity investments. The bank has strong on-balance sheet
liquidity buffers and limited reliance on wholesale funding
markets.

Leeds Building Society

Leeds' ratings reflect the society's sound, albeit weakening,
profitability, adequate asset quality, solid capitalisation, and
sound funding and liquidity. They also reflect an appetite for
higher-risk segments, the society's limited franchise and the
concentration of its business on the UK housing market.

Lloyds Banking Group plc (LBG), Lloyds Banking Group plc, Lloyds
Bank plc, HBOS plc, Bank of Scotland Plc (BOS), Lloyds Bank
International Limited (LBIL), Lloyds Bank Corporate Markets Public
Limited company (LBCM), TUTP17 Management GMBH (TUTP17)
LBG's VR primarily reflects the group's strong UK franchise, solid
capitalisation and funding, and low risk appetite. Activities are
geographically concentrated in the UK but the group's business
model is well diversified by product and by sector across retail,
corporate, SME and insurance.

The Long-Term IDRs of LBG and of its subsidiaries Lloyds Bank plc
and BOS are rated one notch above their respective VRs, reflecting
sufficient amounts of junior debt available to protect external
senior debt holders of both banks.

HBOS is an intermediate holding company and its IDRs are equalised
with LBG's. This reflects Fitch's view of the high likelihood of
institutional support from LBG given the deep strategic and
operational integration of HBOS with its parent.

The Long-Term IDRs of the non-ring-fenced bank (NRFB) entities
LBCM, LBIL and TUTP17 (expected Long-Term IDR) are equalised with
LBG's VR based on Fitch's view that institutional support from LBG
is highly likely. Fitch expects that LBG would be the ultimate
source of support for LBIL and TUTP17, in the event that LBCM is
unable to support these entities on its own.

The Long-Term IDRs of the NRFB entities are equalised with LBG's VR
as opposed to LBG's IDR to reflect insufficient certainty that the
NRFB entities' senior creditors would benefit from LBG's QJD buffer
in a resolution of the group. This is primarily because Fitch
believes that in a resolution of the group, the resolution
authority's main objective would be the protection of senior
creditors of LBG's ring-fenced bank.

Nationwide Building Society
Nationwide's Long-Term IDR reflects its leading franchise in UK
mortgage lending, conservative risk appetite and sound financial
profile with healthy asset quality. The ratings also consider the
society's relatively undiversified business model.

Paragon Banking Group

Paragon's ratings reflect its sound franchise in buy-to-let
mortgages, consistent performance track record, sound asset
quality, solid capitalisation and adequate liquidity. The ratings
also reflect the group's limited diversification by industry,
geography and revenue streams, as well as its appetite for
higher-risk business segments. Fitch considers the group's funding
profile as weaker than similarly rated peers.

Principality Building Society

Principality's ratings reflect its strong asset quality indicators,
conservative underwriting standards, capitalisation and leverage
commensurate with the society's risk profile, and a stable funding
and liquidity profile. The ratings also consider the society's
undiversified business model and its overall small size and modest
market franchise.

The Royal Bank of Scotland Group plc (RBSG), The Royal Bank of
Scotland plc (RBS), National Westminster Bank Plc (NatWest Bank),
NatWest Markets Plc (NatWest Markets), Ulster Bank Limited, The
Royal Bank of Scotland International Limited, NatWest Markets
Securities Inc., NatWest Markets N.V.

RBSG's Long-Term IDR is driven by its VR, which reflects Fitch's
view of the group's consolidated financial profile and the absence
of double leverage. RBSG's and the main UK operating banks' VRs
primarily reflect the group's strong capitalisation and funding and
liquidity. The Long-Term IDR also reflects the group's still short
track record of improved profitability, and somewhat weaker asset
quality metrics.

NatWest Bank's and RBS's Long-Term IDRs are rated one notch above
their VRs as Fitch considers that the banks' external senior
creditors are protected by a sufficient buffer of qualifying junior
debt and internal structurally subordinated senior debt in case of
failure of the group.

The Long-Term IDRs of NatWest Markets, NatWest Markets Securities
Inc., NatWest Markets N.V. and The Royal Bank of Scotland
International Limited are equalised with RBSG's Long-Term IDR to
reflect Fitch's view that their activities are core to the group's
strategy, and that the potential support would be manageable
relative to RBSG's financial resources. Ulster Bank Limited's IDRs
are equalised with its direct parent's, NatWest Bank.

Santander UK Group Holdings plc (SGH), Santander UK plc (San UK)
and Abbey National Treasury Services plc (ANTS)

SGH's and San UK's Long-Term IDRs are based on the VRs, which
reflect Fitch's assessment of the group's consolidated financial
profile, and for SGH, the modest holding company double leverage.
The VR reflects a conservative risk appetite, sound asset quality,
resilient profitability, adequate capitalisation and a stable
funding and liquidity profile. It also considers a less diversified
business model than similarly-rated peers and above average
leverage. San UK's Long-Term IDR is rated one notch above its VR as
Fitch considers that the banks' external senior creditors are
protected by a sufficient buffer of qualifying junior debt, plus
internal structurally subordinated senior debt in case of failure
of the group. The Long-Term IDR of ANTS is based on institutional
support from SGH and is equalised with SGH's IDR to reflect Fitch's
view that SGH would have a strong ability and propensity to support
ANTS, based on the entity's role within the group and its
expectation that support would be manageable for SGH given ANTS's
small relative size.

Skipton Building Society

Skipton's ratings reflect the society's conservative risk appetite,
healthy asset quality, solid capitalisation, sound funding and
strong liquidity. The ratings also reflect the limited franchise of
Skipton and the concentration of its business on the UK housing
market.

Tesco Personal Finance Group Limited (TPFG) and Tesco Personal
Finance PLC (TPF)

TPFG and TPF's IDRs, VRs and senior debt ratings reflect its modest
franchise, diversified revenue sources, sound asset quality,
healthy profitability and adequate funding and capitalisation in
relation to its risk profile.

Yorkshire Building Society

Yorkshire's Long-Term IDR reflects the society's conservative risk
appetite, sound asset quality, strong capital ratios, and sound
funding and liquidity profile. The rating also reflects limited
diversification and moderate profitability, partly driven by
investment in strategic initiatives.

RATING SENSITIVITIES

LONG-TERM IDRS

The Long-Term IDRs of Bank of Ireland (UK) Plc, Barclays plc, Close
Brothers Group, The Co-operative Bank p.l.c., Coventry Building
Society, CYBG PLC, HSBC Holdings plc, Investec Bank plc, Leeds
Building Society, Lloyds Banking Group plc, Nationwide Building
Society, Paragon Banking Group, Principality Building Society, The
Royal Bank of Scotland Group plc, Santander UK Group Holdings plc,
Skipton Building Society, Tesco Personal Finance Group Limited,
Virgin Money Holdings (UK) Plc and Yorkshire Building Society and
their main subsidiaries are primarily sensitive to the outcome of
the Brexit negotiations.

The RWN on the Long-Term IDRs reflects the heightened probability
that Fitch will revise the Outlook on the banks' Long-Term IDRs to
Negative in the event of a disruptive 'no-deal' Brexit. The
Negative Outlooks would reflect the likely risks to the banks'
ability to execute their strategies in a more difficult operating
environment, likely pressure on earnings, asset quality and funding
profiles, which could put pressure on ratings if these negative
trends continue for an extended period of time.

Fitch believes that less diversified banks, or banks that are more
exposed to highly cyclical sectors, or banks which target niche
economic segments or borrowers are more vulnerable to the fall out
of a disruptive 'no-deal' Brexit than the larger and more
diversified banks. It is possible that in a no-deal scenario more
vulnerable banks could remain on RWN for a longer period or be
downgraded. However, Fitch does not consider the risk of this to be
sufficiently heightened at this stage to place any bank's VR on
RWN.

Fitch expects to resolve the RWN and affirm the banks' ratings if
by end-March or a short period thereafter, a withdrawal agreement
is in place that avoids a disruptive Brexit outcome. All else
equal, the RWN would be resolved and Outlooks likely revert to
Stable in the event a Brexit agreement is concluded either in March
or at the end of a short extension. A longer extension of the
Brexit process would also likely result in most banks' ratings
reverting to Stable Outlook.

The Outlooks would ultimately reflect the balance of risks to
ratings arising from Fitch's latest expectations for the UK economy
and the banking sector and for the individual issuers, as outlined
in the most recent rating action commentaries covering the IDRs and
VRs of each bank, which also include additional bank-specific
rating sensitivities not directly related to Fitch's rating action.
The IDRs of issuers within the following banking groups that
benefit from a one-notch uplift due to the presence of sufficient
junior debt remain sensitive to the level of this debt remaining
sufficient under its criteria to warrant uplift: Lloyds Banking
Group, The Royal Bank of Scotland Group plc, Santander UK Group
Holdings and Barclays plc.

The rating actions are as follows:

Bank of Ireland (UK) Plc

  - Long-Term IDR: 'BBB'; placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

Barclays plc

  - Long-Term IDR: 'A' placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

Barclays Bank plc, Barclays Bank UK plc, Barclays Bank Ireland plc

  - Long-Term IDRs: 'A+' placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

Close Brothers Group plc, Close Brothers Limited

  - Long-Term IDRs: 'A'; placed on RWN

  - The issuers' other ratings are not affected by this rating
action.

The Co-operative Bank p.l.c

  - Long-Term IDR: 'B'; placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

Coventry Building Society

  - Long-Term IDR: 'A'; placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

CYBG PLC and Clydesdale Bank PLC

  - Long-term IDRs of 'BBB+' placed on RWN

  - The issuers' other ratings are not affected by this rating
action.

HSBC Holdings plc, HSBC Bank plc, HSBC UK Bank plc, HSBC Latin
America Holdings (UK) Limited, The Hongkong and Shanghai Banking
Corporation Limited:

  - Long-Term IDRs: 'AA-', placed on RWN

  - The issuers' other ratings are not affected by this rating
action.

Investec Bank plc

  - Long-Term IDR: 'BBB+' placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

Leeds Building Society

  - Long-Term IDR: 'A-'; placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

Lloyds Banking Group plc; Lloyds Bank plc, HBOS plc, Bank of
Scotland plc:

  - Long-Term IDRs: 'A+'; placed on RWN

  - The issuers' other ratings are not affected by this rating
action.

Lloyds Bank International Limited, Lloyds Bank Corporate Markets
Limited Company:

  - Long-Term IDRs; 'A'; placed on RWN

  - The issuers' other ratings are not affected by this rating
action.

TUTP17 Management GMBH,

  - Expected Long-Term IDR: 'A(EXP)'; placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

Nationwide Building Society

  - Long-Term IDR: 'A'; placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

Paragon Banking Group

  - Long-Term IDR: 'BBB'; placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

Principality Building Society

  - Long-Term IDR: 'BBB+'; placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

The Royal Bank of Scotland Group plc, NatWest Markets Plc, Royal
Bank of Scotland International Limited, NatWest Markets Securities
Inc., NatWest Markets N.V.

  - Long-Term IDRs: 'A'; placed on RWN

  - The issuers' other ratings are not affected by this rating
action.

The Royal Bank of Scotland plc, National Westminster Bank Plc,
Ulster Bank Limited

  - Long-Term IDRs: 'A+'; placed on RWN

  - The issuers' other ratings are not affected by this rating
action.

Santander UK Group Holdings plc and Abbey National Treasury
Services plc

  - Long-Term IDRs: 'A'; placed on RWN

  - The issuers' other ratings are not affected by this rating
action.

Santander UK plc

  - Long-Term IDR: 'A+'; placed on RWN

  - The issuer's other ratings are not affected by this rating
action.

Skipton Building Society

  - Long-Term IDR; 'A-'; placed on RWN

  - The issuers' other ratings are not affected by this rating
action.

Tesco Personal Finance Group Limited and Tesco Personal Finance
PLC

  - Long-Term IDRs of 'BBB' placed on RWN

  - The issuers' other ratings are not affected by this rating
action.

Virgin Money Holdings (UK) Plc, Virgin Money plc

  - Long-Terms IDRs: 'BBB+'; placed on RWN

  - The issuers' other ratings are not affected by this rating
action.

Yorkshire Building Society

  - Long-Term IDR: 'A-'; placed on RWN

  - The issuer's other ratings are not affected by this rating
action.


GIRAFFE RESTAURANT: Owner Mulls CVA, Dozens of Outlets Set to Close
-------------------------------------------------------------------
The Telegraph reports that hundreds of jobs are at risk at Giraffe
and Ed's Easy Diner as the owner of both restaurant chains
announced plans to close dozens of sites.

According to The Telegraph, Boparan Restaurant Group is planning a
company voluntary arrangement (CVA) to close 27 of the two chains'
87 outlets.

The firm said although like-for-like sales had improved since it
bought the chains three years ago, several sites remained
unprofitable, The Telegraph relates.

"We have been examining options for the two brands for some time
and the CVA is the only option to protect the company. The
combination of increasing costs and over-supply of restaurants in
the sector and a softening of consumer demand have all contributed
to the challenges both these brands face," The Telegraph quotes Tom
Crowley, chief executive of BRG, as saying.

Advisers from KPMG will oversee the process, as the proposal now
goes to a creditor vote, The Telegraph discloses.

BRG bought Giraffe from Tesco in 2016, and later combined it with
Ed's Easy Diner, which it had acquired in a pre-pack administration
that same year, The Telegraph notes.

The combined business had annual turnover of GBP67.1 million for
its most recently available accounts with underlying losses of
GBP1.6 million, The Telegraph recounts.


LK BENNETT: Intends to Appoint Administrators
---------------------------------------------
The Irish Times reports that LK Bennett is preparing to appoint
administrators after its owner struggled to find a new financial
backer for the loss-making fashion chain, potentially putting jobs
at risk in both the UK and the Republic.

Famous for its signature kitten heels, which start at GBP175
(EUR203) per pair, the company was founded by the entrepreneur
Linda Bennett in 1990, The Irish Times discloses.  Ms. Bennett
regained full control of the business last year from private equity
investors but it was reported last month that she had drafted in
advisers to look at restructuring options, which included a
potential sale, The Irish Times relates.

According to The Irish Times, the company, which has a presence in
53 markets, has filed notice of intention to appoint an
administrator.

The court document provides management with several days breathing
space as it prevents creditors from calling in their debts, The
Irish Times states.  The retailer has 41 outlets in the UK,
including two in the North, and five in the Republic, including
concessions, The Irish Times notes.

EY, the advisory firm, will oversee the insolvency if no new
investment can be found in the coming days, The Irish Times relays,
citing Sky News, which first reported the story.


PAPERCHASE: Owners Mull Sale or Company Voluntary Arrangement
-------------------------------------------------------------
Shannon Hards at CornwallLive reports that Paperchase could become
the latest high street casualty as its owners explore a possible
sale -- or shop closures.

According to CornwallLive, reports emerged at the end of January
that the stationery and greeting card chain, which has 145 UK
stores, as well as 75 department store concessions in the UK,
Europe and North America, was in talks over the brand's future.

It was revealed that the company, owned by private equity firm
Primary Capital, was in talks with landlords about a potential
company voluntary arrangement (CVA), which would allow it to slash
rents and close stores, CornwallLive notes.

Paperchase is "set to announce whether it will pursue store
closures and rent cuts under a CVA, or an alternative transaction
such as a sale", CornwallLive relays, citing Sky News.

The retailer has stores in Plymouth and Exeter, CornwallLive
discloses.  It is not clear which stores could face closure,
CornwallLive states.

Sky News said Paperchase's adviser KPMG was contacting potential
buyers in January about a deal which could include a pre-pack
administration, CornwallLive relates.

KPMG also reportedly told potential bidders that Paperchase needs
new investment to help make changes to its business model and close
unsustainable shops, according to CornwallLive.  


TORO PRIVATE I: Fitch Assigns First-Time 'B+(EXP)' LongTerm IDR
---------------------------------------------------------------
Fitch Ratings has assigned the global distribution system (GDS)
platform Toro Private Holdings I, Ltd (Travelport) a first-time
expected Long-Term Issuer Default Rating (IDR) of 'B+(EXP)' with a
Stable Outlook. Fitch has also assigned a senior secured rating of
'BB-(EXP)'/'RR3'/66% and second-lien rating of 'B- (EXP)'/'RR6'/0%
to instruments issued by Travelport Finance (Luxembourg) Sarl.

Travelport's 'B+(EXP)' rating reflects its entrenched position in
the GDS platform market, broadly diversified by geography, high
proportion of recurring revenues, and an asset-light business
model. These factors also facilitate strong free cash flow (FCF)
generation and adequate funds from operations (FFO) coverage ratios
for the rating. However, the rating is constrained at the 'B'
category by the high opening FFO adjusted gross leverage, moderate
execution risk of maintaining market share and achieving desired
synergies, which will both be central for the pace of deleveraging
over the next three years.

The assignment of final ratings to the debt is contingent upon
receipt of final documents conforming to the draft information
already received.

KEY RATING DRIVERS

Entrenched Market Position: Fitch expects the GDS platforms,
including Travelport's, to maintain its position in the value chain
through continued investment in platform technology and the
currently limited feasibility for travel suppliers to bypass the
platforms all together. The three players in the GDS market,
Travelport, Amadeus and Sabre have a unique and dominant position
in the global travel value chain. GDS players can leverage decades
of data and sophisticated technology platforms to provide client
solutions as well as having achieved a critical mass of travel
supplier relationships to attract travel buyers. Travelport's
position in this market enables strong recurring revenues and low
customer concentrations however the rating reflects Travelport's
third global position .

Stable Global Travel Industry: Booking volumes through GDS are
directly driven by global travel. Developed markets exhibit modest
growth, but travel volumes in Asia in particular continue
above-trend growth as travel providers meet the demands of a
growing middle class. Travelport has established a strong market
position in Asia and this forms a pillar of its business strategy
along with expansion into other emerging markets. While the price
of bookings will be pressured in a downturn, the experience of 2008
to 2009 shows that there is a more modest impact on volumes. Since
Travelport takes a fixed fee per booking (booking fee or yield
payable by travel providers) rather than one tied to total price of
the booking, this provides a good level of resillience to its
business model.

High Leverage Supported by Strong FCF: Fitch expects the post
transaction FFO adjusted gross leverage to be 7.6x (2019) reducing
to 5.8x by 2022. Given Fitch's downgrade sensitivity (to 'B') at
7.5x, Travelport has limited headroom to deliver on its business
plan and deleverage via earnings growth. However, Fitch believes
that the company's 'B+' rating is appropriate given the strong
visibility of cash flows. This is supported by a recurring revenue
base and high EBITDA margins for the rating. Fitch also believes
that operational improvements through some cost reductions are
achievable in 2019 and 2020, therefore it factors in EBITDA margin
trending to 21% by 2022 (FY18: 19.2% reflecting customer loyalty
payments and equity-based compensation as part of operating
costs).

High GDS Competitive Intensity: Travelport has the lowest air
volume market share of the three GDS, at approximately 21% versus
Amadeus's 43% and Sabre's 36%. One consequence of competition with
peers has been a recent loss of significant customers. For example,
Expedia acquired Orbitz, a US online travel agent (OTA), and the
combined group switched their contract to another provider. Further
OTA consolidation may enhance their market power and increase the
risk of large customer losses. However, Travelport has seen
significant customer wins in 2018 to offset these losses, in
particular in India, Indonesia, Thailand, Germany and the
Netherlands. Management has also invested in its systems to improve
performance and the customer experience. Currently Fitch does not
assume any material increase in agency incentives (paid to clients)
to secure new contracts.

eNett Growth Potential: eNett is Travelport's payment solution
service, which serves to develop a more digital travel payment
system and leverages Travelport's position in the travel value
chain. It reduces fraud, improves reconciliation and eliminates the
risk of doing business with an unsecured creditor. It is estimated
that eNett has processed around 22% of a current USD82 billion
digital payments market with an estimated addressable market of
USD700 billion. This business is growing rapidly and serves to
further integrate Travelport with its customers, thus helping
diversification benefits away from its core GDS segment.

DERIVATION SUMMARY

Travelport is well-established in the travel industry, with a 21%
market share in the dominant GDS segment. This position gives it an
advantage to develop further technology and data solutions to
travel buyers and providers. Sabre, Inc may be the most comparable
peer. Sabre has a higher market share of the GDS segment at 36% in
2018, higher margins and lower leverage. Sabre's EBITDAR margin was
29% compared with 23% (as reported) for Travelport in 2018.

Some of Travelport's more recent initiatives like its payment
solution, eNett, have proven its technologies proficiency. The key
rating constraint for Travelport is its high gross leverage, which
is 7.6x on a FFO basis compared with 4.2x for Sabre. In terms of
leverage, Travelport is comparable with peers such as Nets Topco
(B+), which operates in the payment services market in the Nordics,
and Latino Italy (Nexi) (B+).

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer

  - Revenue CAGR of 5% with eNett growth supplementing moderate
core GDS growth of the business;

  - Adjusted EBITDA margin to increase given somecost savings
expected to be achieved, reaching 21% by 2022;

  - First-lien and second-lien debt priced at a 400bp and 800bp
margin respectively;

  - Capex to fall 50bp a year, starting from a 5% capex intensity
(% of sales) in FY19;

  - No acceleration of the amortisation profile of the first-lien
Term Loan; contractually amortising 1% annually;

  - No M&A forecast;

  - No common dividends.

  - Customer Loyalty Payments: Travelport makes payments to travel
agencies for their use of Travelport's platform (typically such
agreements last three to five years). Even though under US GAAP,
these are capitalised and subsequently amortised over the life of
the contract, Fitch views the loyalty payments (around USD80
million per annum) as being an operating cash outflow that has just
been paid in advance. Therefore Fitch reverses the capitalised
treatment and consider such expense an operating cost.

  - Equity compensation: Fitch treats such payments within EBITDA
(thus above FFO) as they entail cash disbursements which have
proven recurrent.

Recovery Assumptions

  - Fitch's recovery analysis assumes that Travelport would be
treated as a going concern in a restructuring and that the group
would be reorganised rather than liquidated. Fitch has assumed a
10% administrative claim.

  - Travelport's going-concern EBITDA is based on FY18 Fitch
adjusted EBITDA of USD491 million (including customer loyalty
payments and equity compensation treated as operating cost),
discounted by 20% to arrive at an estimated post-restructuring
EBITDA of USD393 million. Fitch then applies a conservative
distressed enterprise value (EV)/EBITDA multiple of 5.5x,
consistent with Fitch's approach to the sector, resulting in an EV
of USD1,944 million.

  - Fitch assumes the revolving credit facility (RCF) of USD150
million would be fully drawn upon default, ranking pari passu with
the USD2.8 billion first-lien term loan.

  - In terms of distribution of value, secured debtholders would
recover 66% in the event of default consistent with a Recovery
Rating of 'RR3', and an instrument rating of 'BB-(EXP)', one notch
above Travelport's IDR. However Fitch expects no recoveries (0%)
for the USD500 million second-lien term loan consistent with a
Recovery Rating of 'RR6', and an instrument rating of 'B-(EXP)'.

RATING SENSITIVITIES

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

  - FFO adjusted leverage below 6x on a sustained basis with solid
FCF margins above 5%

  - FFO fixed charge cover sustainably above 2.5x

  - Execution growth initiatives namely GDS expansion in Asia and
continued growth of eNett without diluting the group's profit
margins

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

  - FFO adjusted leverage above 7.5x on a sustained basis

  - FFO fixed charge cover sustainably below 1.6x

  - Erosion of EBITDA margins (Fitch defined) trending below 20%
and further loss of customers and market position relative to
direct GDS peers including large online travel agencies

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch forecasts that Travelport's liquidity
will remain adequate for 2019 despite a rise in the debt burden and
interest payment. Fitch forecasts that Travelport's liquidity will
improve over the next three years once some of the cost savings are
realised. Post-closing of its acquisition from Siris and Evergreen
Coast Capital, Travelport's debt will increase to USD3.3 billion
(maturing in 2026 and 2027) from USD2.3 billion, increasing
leverage to 7.6x from 4.8x on a FFO basis.



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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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