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

                          E U R O P E

          Thursday, August 1, 2019, Vol. 20, No. 153

                           Headlines



A Z E R B A I J A N

UNIBANK OJSC: Moody's Affirms B2 LT Deposit Ratings, Outlook Stable


B O S N I A   A N D   H E R Z E G O V I N A

ALUMINIJ MOSTAR: Bosnian Authorities Order Probe Into Operations


B U L G A R I A

EXPRESSBANK AD: Fitch Upgrades LT IDR to BB+, Outlook Stable


C Y P R U S

BANK OF CYPRUS: S&P Affirms 'B+/B' ICRs, Outlook Stable


F R A N C E

FRENCH TOPCO: Moody's Assigns B2 CFR, Outlook Stable


I R E L A N D

ARDAGH PACKAGING: Moody's Affirms B2 CFR; Alters Outlook to Neg.
EASTERN SEABOARD: First Female Examiner Appointed
HENLEY CLO I: Fitch Assigns B-sf Rating to Class F Debt


I T A L Y

F-BRASILE SPA: Moody's Assigns B2 CFR, Outlook Stable


L A T V I A

AIR BALTIC: S&P Assigns 'BB-' Issuer Credit Rating, Outlook Stable


M A L T A

TACKLE GROUP: Moody's Assigns B2 CFR, Outlook Stable


N E T H E R L A N D S

E-MAC NL 2005-III: S&P Affirms CCC (sf) Rating on Class E Notes
EURO-GALAXY V: Moody's Puts (P)B3 Rating on EUR12.3MM Cl. F-R Notes


R U S S I A

FIRST COLLECTION: S&P Affirms 'B-' LT ICR, Off Watch Developing
UZPROMSTROYBANK: S&P Places 'B+' LT ICR on Watch Positive


S P A I N

BBVA RMBS 2: S&P Raises Class C Notes Rating to 'BB (sf)'
PROSIL ACQUISITION: Moody's Rates EUR30MM Class B Notes Ca(sf)


S W I T Z E R L A N D

SWISSPORT GROUP: Moody's Affirms B3 CFR, Outlook Stable


T U R K E Y

YASAR HOLDING: Fitch Affirms B- LT IDRs, Alters Outlook to Negative
[*] TURKEY: Gov't. Won't Cover Banks' Bad Loan Losses


U N I T E D   K I N G D O M

ASTON MARTIN: Moody's Downgrades CFR to B3, Outlook Stable
CARLAUREN GROUP: Enters Administration, Seeks New Owner for Group
GSM LONDON: Enters Administration, To Halt Operations
L1R HB: Moody's Affirms B2 CFR; Alters Outlook to Negative
RMAC SECURITIES 2006-NS1: S&P Hikes Cl. B1c Notes Rating to BB(sf)

VICTORIA PLC: Fitch Puts Final BB Rating to EUR330MM Sr. Sec. Notes
WOODFORD EQUITY: Fund Manager Scrambles to Address Breach

                           - - - - -


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

UNIBANK OJSC: Moody's Affirms B2 LT Deposit Ratings, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service affirmed the B2 long-term local- and
foreign-currency deposit ratings of Unibank OJSC. Concurrently, the
rating agency affirmed the bank's baseline credit assessment and
adjusted BCA of b3, its long-term Counterparty Risk Assessment of
B2(cr), long-term Counterparty Risk Ratings of B2, the Not Prime
short-term local- and foreign-currency CRR and deposit ratings and
the Not Prime(cr) short-term CR Assessment. The outlook on the
bank's long-term deposit ratings and the overall outlook on its
ratings remains stable.

RATINGS RATIONALE

The affirmation of Unibank's ratings reflects Moody's expectation
that the bank's credit profile will remain weak, but broadly stable
over the next 12-18 months. Unibank's BCA reflects its weak asset
quality, low level of problem loans coverage and limited regulatory
capital buffer in absolute terms relative to the minimum regulatory
requirements. At the same time the bank's BCA remains underpinned
by its solid liquidity cushion, limited reliance on market funding
and recovering profitability which will enable the bank to
gradually build additional loan loss reserves (LLR) and improve its
loss absorption.

The bank's problem loans (stage 3 loans) accounted for 26% of its
gross loans as of year-end 2018. At the same time, the coverage of
problem loans by LLR remains low albeit increased to 36% from 20%
as of year-end 2017. Moody's expects marginal improvement of asset
quality metrics supported by some repayment and accelerated sale of
repossessed collateral over the next 12-18 months.

Unibank reported net income of AMD 930 million (up from AMD 68
million in 2017) which translated to a modest return on average
assets of 0.4%. The improvement in the bank's profitability was
mainly driven by a material increase in fees and commission income
mainly derived from plastic card operations which will sustain over
the next 12-18 months.

Moody's expects Unibank's Tangible Common Equity ratio to remain
around 12% at year-end 2019, a modest decrease from 12.6% reported
at the end of 2018. However, the bank's capital position will
remain constrained by its limited capital buffer in absolute terms
relative to the minimum regulatory requirements of AMD30 billion.

Unibank's BCA remains underpinned by its good deposit taking
franchise, limited reliance on market funding and healthy liquidity
profile with liquid assets amounted to around 25% of total assets.
Unibank's customer accounts grew by 18% in 2018 and accounted for
over 85% of Unibank's total liabilities.

Moody's maintains its assumption of a moderate likelihood of
government support for Unibank's deposits. This assumption results
in a one-notch uplift of the bank's B2 long-term local and foreign
currency deposit ratings from the BCA of b3. The rating agency's
assessment is based on Unibank's significant market share of
customer deposits in Armenia (B1 positive) (around 5% as of
year-end 2018).

The outlook on Unibank's ratings remains stable, indicating that
Moody's does not expect material changes in the bank's credit
fundamentals and that the bank's weaknesses in its solvency profile
will remain balanced by its healthy liquidity and funding.

WHAT COULD MOVE THE RATINGS UP OR DOWN

Unibank's BCA could be upgraded in case of a material reduction of
problem loans, sustained improvements in profitability and
significant increase of its regulatory capital relative to
regulatory minimum. Negative pressure on Unibank's ratings could
develop if the bank fails to (1) improve its solvency profile, (2)
strengthen problem loans coverage by LLRs, (3) sustain its
profitability trend, (4) if its credit costs significantly erode
the capital buffer. A material weakening of Unibank's market
positions, leading us to revise its assessment of the Armenian
government's willingness to support the bank, would also negatively
affect its deposit ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks published
in August 2018.

FULL LIST OF ALL AFFECTED RATINGS

Issuer: Unibank OJSC

Affirmations:

Adjusted Baseline Credit Assessment, Affirmed b3

Baseline Credit Assessment, Affirmed b3

Long-term Counterparty Risk Assessment, Affirmed B2(cr)

Short-term Counterparty Risk Assessment, Affirmed NP(cr)

Long-term Counterparty Risk Ratings, Affirmed B2

Short-term Counterparty Risk Ratings, Affirmed NP

Long-term Bank Deposits, Affirmed B2, Outlook Remains Stable

Short-term Bank Deposits, Affirmed NP

Outlook Action:

Outlook Remains Stable



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B O S N I A   A N D   H E R Z E G O V I N A
===========================================

ALUMINIJ MOSTAR: Bosnian Authorities Order Probe Into Operations
----------------------------------------------------------------
Reuters reports that Bosnian authorities on July 31 ordered the
financial and tax police to probe operations at the country's sole
aluminum smelter before it was shut earlier this month over a huge
debt it incurred due to high electricity and alumina prices.

The temporary closure of Aluminij Mostar, one of Bosnia's biggest
exporters, has put the jobs of about 900 workers at the plant,
based in the southern town of Mostar, at risk, Reuters discloses.

The government of Bosnia's autonomous Bosniak-Croat Federation,
where the smelter is based and which is Aluminij's biggest single
shareholder with a 44% stake, had first said the company would file
for bankruptcy, but it later gave management until December of this
year to come up with a restructuring plan, Reuters relates.

After having got an insight into the company's operations earlier
this year, when it got into the difficulties, the government, as
cited by Reuters, said it had ordered the financial police to
investigate all money transactions made ahead of its closure.

The government said in a statement the same order has been given to
the tax administration, Reuters notes.

According to Reuters, the government also said it would continue to
seek strategic investors for Aluminij despite failed attempts so
far to find a partner for it.

The company has total debts of nearly BAM380 million (US$216.7
million), Reuters states.




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B U L G A R I A
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EXPRESSBANK AD: Fitch Upgrades LT IDR to BB+, Outlook Stable
------------------------------------------------------------
Fitch Ratings has upgraded Bulgarian-based Expressbank AD and OTP
Leasing and Russian-based Joint Stock Company OTP Bank (OTPR)
Long-Term Issuer Default Ratings to 'BB+' from 'BB'. Outlooks are
stable.

The upgrades of Expressbank, OTP Leasing and OTPR are driven by
increased support ability of their ultimate parent, Hungary's OTP
Bank plc (OTP).

KEY RATING DRIVERS

IDRS, SUPPORT RATINGS

The IDRs and Support Ratings of Expressbank, OTPR and OTP Leasing
reflect its view of a moderate probability that they would be
supported, if required, by their respective parents. The Stable
Outlooks reflect the balanced credit risks of their immediate
parents, OTP (for Expressbank and OTPR) and Expressbank (for OTP
Leasing).

In its assessment of support from OTP Fitch takes into
consideration the strategic importance of Bulgaria and Russia for
OTP, high level of integration with the parent (for OTPR) and
reputational damage for OTP from a potential default of its
subsidiaries.

The IDRs of OTP Leasing are equalised with those of Expressbank as
Fitch views the leasing company as the bank's core subsidiary. The
company is an integral part of financial services provided by the
bank and is strongly integrated into the parent group at the
operational level, while funding is largely provided by its
ultimate parent OTP.

Fitch believes that any required support would be manageable
relative to OTP's ability to provide it.

RATING SENSITIVITIES

IDRS, SUPPORT RATINGS

IDRs and Support Ratings of Expressbank and OTPR are sensitive to
changes in Fitch's assessment of OTP's propensity and ability to
provide support.

The IDRs and Support Rating of OTP Leasing are sensitive to changes
in Expressbank's IDRs.

The rating actions are as follows:

Expressbank

Long-Term Foreign-Currency IDR upgraded to 'BB+' from 'BB'; Outlook
Stable

Short-Term Foreign-Currency IDR affirmed at 'B'

Support Rating affirmed at '3'

Viability Rating unaffected at 'bb'

OTP Leasing

Long-Term Foreign-Currency IDR upgraded to 'BB+' from 'BB'; Outlook
Stable

Short-Term Foreign-Currency IDR affirmed at 'B'

Support Rating affirmed at '3'

OTPR

Long-Term Foreign- and Local-Currency IDRs upgraded to 'BB+' from
'BB', Outlooks Stable

Short-Term Foreign-Currency IDR affirmed at 'B'

Support Rating affirmed at '3'

Viability Rating unaffected at 'bb-'



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C Y P R U S
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BANK OF CYPRUS: S&P Affirms 'B+/B' ICRs, Outlook Stable
-------------------------------------------------------
S&P Global Ratings said that it affirmed its 'B+/B' long- and
short-term issuer credit ratings on Bank of Cyprus Public Co. Ltd.
(BoC). The outlook is stable.

S&P also affirmed its 'BB/B' resolution counterparty long- and
short-term ratings on the bank.

The rating action reflects S&P's belief that while BoC has recently
completed several capital enhancing actions, including the issue of
an additional tier 1 (AT1) instrument and the disposal of assets,
its capitalization remains a rating weakness overall when compared
to the risks the bank undertakes. This is seen in the very high
stock of NPEs, at 35% of gross loans as of March 31, 2019, (pro
forma EUR2.7 billion NPE market sale, the so-called Helix
transaction) and the tilt toward retail and small and midsize
enterprises (SMEs), which have historically proven more difficult
to tackle. BoC's leading domestic market position and ample
liquidity support the rating.

Following the issuance of a EUR220 million AT1 instrument in
December 2018 and the reduction of its senior participation in the
Helix transaction to EUR45 million from EUR450 million, the bank
has materially strengthened its capitalization. Its risk-adjusted
capital (RAC) ratio stood at 5.6% on Dec. 31, 2018. S&P now
projects a RAC ratio of 6.0%-6.5% by December 2020, owing primarily
to:

-- The change in domestic tax law in March 2019, allowing tax-loss
carry forwards to be converted into deferred tax credits.

-- The sale of its equity stake in CNP Cyprus Insurance Holdings
in June 2019.

-- The offloading of highly risk-weighted NPEs from the Helix
transaction.

These positive drivers should be somewhat offset by capital
depletion, due to BoC likely remaining loss making over the next
two years. S&P said, "In particular, we believe that net interest
income will remain under pressure because of the ultra-low interest
rate environment and that provisioning needs will still be high. We
forecast BoC will provision 2.5%-3.0% of its gross loans
cumulatively over 2019 and 2020, which is in line with our system
expectation."

S&P said, "Our improved assessment of capitalization does not
affect the rating because we have revised down our view of the
bank's risk profile. Although we believe that the Helix transaction
was an important milestone in reducing the tail risks from holding
large levels of NPEs, BoC's asset quality remains among the weakest
in the eurozone. S&P expects NPEs to hover at 22%-28% of gross
loans by year-end 2020, compared with the 5% recommended by the
European regulator. BoC's level of Stage 3 loans also compares less
favorably with peers in countries with elevated economic risks,
such as Kazakhstan, Jordan, and Russia.

Single-name and sectorial concentrations eased during 2018, but the
bulk of the outstanding legacy NPEs relates to retail and SMEs (68%
of total NPEs as of March 31, 2019), which have proven particularly
difficult to work out given the weak payment culture in Cyprus.
Additionally, if the proposed changes to the foreclosure law were
finally approved in favor of borrowers, S&P would expect
significant negative consequences for the Cypriot banking system.
In particular, banks would need to book additional credit losses
and adjust the value of their collateral downward, while the pace
of NPE reduction would decelerate and investors would likely walk
away from buying Cypriot assets.

S&P said, "We also anticipate that the departure of CEO Mr. John
Hourican in September 2019 will not lead to material changes in the
bank's focus on restoring its business and financial profile. We
believe that the new CEO, Mr. Panicos Nicolaou, will implement the
existing business plan, in particular the ongoing de-risking of the
bank's balance sheet. In doing so, we do not rule out heightened
headwinds, particularly if the proposed bills on foreclosure law
become effective.

"The 'BB' resolution counterparty rating remains two notches above
the bank's stand-alone credit profile (SACP), reflecting our belief
that the bank's capacity to access capital markets has
significantly improved, following the issuance of the AT1
instrument in 2018.

"The stable outlook on BoC reflects our expectation that the bank
will continue to reduce risks on its balance sheet while
maintaining its capitalization at current levels over the next
12-18 months. Management is likely to retain its focus on actively
working out the bank's problematic exposures, exploring strategies
to further speed up balance-sheet cleanup, and gradually turning
around its business model to become sustainably profitable. We
expect BoC to maintain its improved underwriting standards while
expanding its loan book and gradually reduce NPEs organically (to
22%-28% by end-2020). We do not incorporate the benefits from any
potential market sales into our forecast. We also expect organic
capital generation to be limited, with our RAC ratio standing at
about 6% over the outlook horizon.

"We could lower our ratings on BoC if the bank were to incur
additional material credit losses that affected its capitalization
and pushed the RAC below 5%, or if asset quality unexpectedly
worsened. We could also take a negative action if the bank failed
to strengthen its operating profitability and efficiency and if we
were to anticipate it remaining materially loss-making over the
long term.

"We could raise our ratings on BoC if the bank reduced NPEs faster
than expected, so that the NPE ratio fell materially below 20% and,
at the same time, it gradually improved its efficiency and its
operating profitability prospects. A sharp NPEs reduction could
happen, in our view, via further extraordinary market transactions.
We could also improve the ratings if easing economic risks, coupled
with NPE reduction efforts, led to our RAC ratio standing
sustainably above 7%."




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F R A N C E
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FRENCH TOPCO: Moody's Assigns B2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
B2-PD probability of default rating to French TopCo, the leading
player in outsourced customer relationship management services in
Europe.

Concurrently, Moody's has also assigned a B2 instrument rating to
the EUR1.155 billion senior secured Term Loan B due 2026 and a B2
instrument rating to the EUR210 million Senior Secured Revolving
Credit Facility due 2026, both to be raised by Marnix SAS, a
subsidiary of French TopCo. The outlook is stable.

Proceeds from the issuance of the Term Loan B alongside new equity
amounting to EUR1.321 billion in the form of common equity and
shareholder loans will be used to (1) fund the acquisition of
Webhelp SAS by Groupe Bruxelles Lambert (GBL), the company's
founders and the current management team, (2) refinance WoWBidco
SAS' existing debt (WoWBidco SAS is the 100% owner of Webhelp SAS),
and (3) pay the fees related to this transaction. The shareholder
loans to be issued by French TopCo as part of the transaction meet
Moody's criteria to be treated as equity as set out in the
cross-sector rating methodology Hybrid Equity Credit, published in
September 2018.

The acquisition is expected to close in October 2019 after
customary approvals. GBL will hold a majority stake of up to 67% of
the company going forward while Webhelp's founders and the
management team will own together a minimum of 33% of the shares
upon reinvestment of their proceeds. Before the sale to GBL,
company's founders and the management team, Webhelp was owned at
60% by KKR & Co. Inc., the company's founders, and the management
team who acquired the group in March 2016 from Chaterhouse.

"The weakly positioned B2 CFR balances, among other things, the
high Moody's-adjusted leverage estimated at c. 6.5x as of May 2019
pro forma for the acquisitions completed in 2018 and for the new
capital structure against a relatively solid business profile
underpinned by strong organic growth with good track-record in
successfully managing M&A, backed by an experienced management team
and the company's adequate liquidity position", says Laura
Kaliszewski, Moody's lead analyst for Webhelp.

RATINGS RATIONALE

Webhelp's B2 CFR reflects (1) its leading position as the largest
CRM-BPO provider in Europe; (2) a portfolio of long-standing
blue-chip customers; (3) the continuous improvement in geographic,
customer and sector diversification, backed by the successful
integration of strategic acquisitions; and (4) the positive organic
growth trajectory in both revenue and EBITDA supported by the
positive growth prospects for the CRM-BPO industry.

These strengths are mitigated by (1) the highly leveraged capital
structure with a Moody's adjusted leverage estimated at c. 6.5x as
of May 2019 pro forma for the acquisitions completed in 2018 and
the new capital structure; (2) some customer concentration with top
10 clients accounting for 37% of pro forma 2018 revenue, albeit
improving; (3) the highly fragmented and competitive nature of the
outsourced customer management industry, resulting in significant
pressure on prices and margins; (4) the company's strategy of
complementing organic growth with debt-funded M&A limiting the
prospect of sustained de-leveraging (on a Moody's adjusted gross
leverage basis); and (5) Moody's expectations that Webhelp will
generate relatively moderate free cash flow after interest payment
(FCF) at around 3-4% as a percentage of total gross debt.

LIQUIDITY

Moody's considers that Webhelp benefits from an adequate liquidity
position over the next 18 months . Liquidity is supported by cash
balances of EUR50 million at the closing of the transaction,
positive FCF after interest payment projected at between EUR50-60
million per annum, and access to a EUR210 million Senior Secured
Revolving Credit Facility, which will have an availability of
EUR160 million at the closing of the transaction. The company also
utilizes non-recourse factoring as well as customers own supply
chain reverse factoring programmes to manage its working capital
needs. Moody's takes into consideration factoring and reverse
factoring lines in the calculation of the adjusted leverage. As of
May 2019, the company's reliance on non-recourse factoring was
EUR85 million.

The RCF has one springing covenant (secured first lien net leverage
-- as calculated by the management) that is tested when the
facility is drawn by more than 70%. The first lien net leverage
covenant level is set at 9.8x.

STRUCTURAL CONSIDERATIONS

French TopCo is the top entity of the restricted group and will
produce consolidated audited accounts going forward. The Senior
Secured Term Loan B and Senior Secured Revolving Credit Facility
raised by Marnix SAS are rated B2, at the same level as the CFR,
reflecting their pari passu ranking and the absence of significant
liabilities ranking ahead or behind.

The facilities will benefit from upstream guarantees from material
subsidiaries representing at least 80% of group consolidated EBITDA
(as defined in the Senior Facilities Agreement). The security
package will consist mainly of share pledges, bank accounts and
intercompany receivables. Moody's typically views debt with this
type of security package to be akin to unsecured debt. Moody's
notes that the operating subsidiaries incorporated in England will
grant security over all their material assets however these
entities represent only 18% of group revenue as of year end 2018.

The B2-PD PDR is in line with the CFR based on an assumption of a
50% family recovery rate, as commonly used for capital structures
with first lien secured debt with springing financial maintenance
covenants.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Webhelp will
continue to sustain its current operating performance, leading to
Moody's adjusted leverage, which was elevated following the
acquisition of Sellbytel and the LBO transaction, falling towards
6.0x in the next 12 to 18 months. The stable outlook does not
assume material debt-funded acquisitions, or any shareholders
distributions.

WHAT COULD CHANGE THE RATINGS UP

While unlikely in the near term, positive ratings pressure could
develop over time if (1) Webhelp reduces Moody's adjusted leverage
towards 4.5x on a sustained basis, (2) the company preserves its
margins with continuous customer and sector diversification, (3)
FCF as a percentage of debt increases above mid-single digits on a
sustained basis, and (4) Webhelp maintains an adequate liquidity
position.

WHAT COULD CHANGE THE RATINGS DOWN

Negative ratings pressure could occur if (1) Moody's adjusted
leverage remains sustainably above 6.0x, also as a result of
further debt-funded acquisitions or shareholders distributions, (2)
if margins weaken and the liquidity profile deteriorates, or (3) if
the company is unsuccessful in renewing its major contracts.

PRINCIPAL METHODOLOGY

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

Founded in 2000 and headquartered in Paris, Webhelp is the leading
player in outsourced customer relationship management services in
Europe with 7% market share and top 3 ranking in each major
European country as per Management. It provides primarily inbound
and outbound solution services to its customers. It operates
through more than 140 call centers across both offshore, nearshore
and onshore locations. The company has a competitive positioning in
its key markets (France, Netherlands, Nordics and the UK) and a
global footprint consisting of approximately 50,000 people across
150 sites, 35+ countries and 40 languages.



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I R E L A N D
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ARDAGH PACKAGING: Moody's Affirms B2 CFR; Alters Outlook to Neg.
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 instrument rating to the
$998 million equivalent senior secured notes due 2026 and a B3
instrument rating to the $800 million senior unsecured notes due
2027, both to be issued by Ardagh Packaging Finance Plc, a
subsidiary of ARD Securities Finance SARL, the holding company of
the Luxembourg-based metal and glass packaging manufacturer
Ardagh.

Concurrently, Moody's has affirmed Ardagh's B2 corporate family
rating, B2-PD probability of default rating. It has also affirmed
the Ba3 rating of the existing senior secured notes and the B3
rating of the existing senior unsecured notes issued by Ardagh
Packaging Finance plc and the Caa2 rating of the existing PIK notes
issued byARD Finance S.A. and Ardagh.

The outlook has been changed to negative from stable.

Proceeds from the new $1,798 million senior secured and unsecured
notes due 2026/2027 will be used to refinance the existing $1,650
senior unsecured notes due 2024, to pay for the transaction costs
as well as to provide a $12 million cash overfund. Moody's will
withdraw the B3 rating on the $1,650 million senior unsecured notes
due 2024 issued by Ardagh Packaging Finance plc following their
redemption, expected on August 14.

The rating action takes into account the following factors:

  -- Leverage at close, pro forma for the current refinancing and
the disposition of its Food & Specialty division (F&S) remains very
high for the rating category, slightly increasing to 8.0x
debt/EBITDA from 7.8x LTM

  -- No meaningful deleveraging expected over the next 12 to 18
months

  -- Expectation for gradual improvements in free cash flow driven
by lower interest and non-recurring costs and reduction in quick
payback projects from 2020 which could be used for deleveraging

  -- Ardagh's leading positions in the glass and beverage can metal
packaging industries with a broad geographic footprint

  -- Long term customer relationships and pass through clauses in
the majority of contracts partly mitigate a fairly concentrated
customer base and input cost inflation

The list of the new and affected assigned ratings can be found at
the end of this press release.

RATINGS RATIONALE

The proposed refinancing together with the announced $2,500 million
debt repayment, which will follow the completion of F&S's
disposition, will improve Ardagh's cash flow and liquidity profile
by reducing the interest cost by approximately EUR160 million and
by postponing a portion of the debt maturity by 3-4 years. However,
Ardagh's leverage (pro forma for the this refinancing and the
spin-off of its F&S business) remains high for the rating category
at around 8.0x, slightly increasing from 7.8x based on the last
twelve months ending 30 June 2019 figures, and above the parameter
of 7.0x set for a downgrade of the rating. The rating agency does
not expect any material deleveraging from this level over the next
12 to 18 months.

Ardagh's operating performance has been substantially flat in 2019,
on a reported basis, despite good momentum in the European glass
packaging and the global beverage industry as the company was
impacted by adverse FX movements, ongoing volumes decline in the
North America glass division -- albeit its EBITDA has stabilised -
and slightly lower volumes in the European metal operations.
Despite a flattish performance, some credit metrics worsened. For
example leverage increased further to 7.8x in June from 7.4x as at
December 2018, due to higher utilisation of ABL and non-recourse
factoring and the implementation of IFRS16.

It is unlikely that Ardagh will be able to delever on a gross basis
in the next 12 to 18 months considering the operating challenges of
its North American glass division, which pro forma for F&S, will
weigh more on the company's total revenue and EBITDA, and the
stable but low growth and very competitive industry where it
operates. However, the rating agency expects a degree of
improvement in the company's free cash flow generation driven by
lower interest expense, reduction of non-recurring costs and quick
payback projects from 2020.

The B2 CFR continues to be positively supported by the company's
scale, albeit reduced with the F&S disposition, its leading market
positions both in the glass and metal packaging industries, and
some diversity across regions and substrates. The scale provides
opportunities to protect its EBITDA and generate growth from cost
savings and targeted capital investments in a generally stable,
low-growth environment with overcapacity in some areas.

Ardagh's liquidity remains solid with EUR386 million of cash at
close, $588 million availability under its $850 million ABL
facility due 2022 (albeit expected to decrease to $700 million to
reflect the reduced size of the company) as well as certain
supplier financing and non-recourse factoring arrangements (both
committed and uncommitted). These sources are considered sufficient
to cover seasonal fluctuations in working capital, maintenance
capital expenditures and payback projects, while there is no
mandatory debt amortisation until 2022. Moody's expects limited but
improving free cash flow generation in the rating horizon.

The Ba3 rating assigned to the new senior secured notes is in line
with the existing secured notes as they rank pari passu, and two
notches higher than the B2 CFR, reflecting the material amount of
debt ranking behind them. The B3 rating assigned to the new senior
unsecured notes is also in line with the existing senior unsecured
notes, reflecting the effective subordination relative to the
sizeable amount of senior secured debt that ranks ahead. The notes,
both secured and unsecured, are guaranteed by the material
subsidiaries representing at least 80% of total assets and adjusted
EBITDA. The senior secured notes are secured by a first priority
lien on all non ABL collateral consisting of stocks and assets.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects a degree of deterioration of Ardagh's
credit metrics over the last year, as well as Moody's expectation
of very limited deleveraging in the next 12 to 18 months. Recent Q2
results, while confirming a stabilization, have not provided for
the expected gradual recovery in the EBITDA. Hence, Moody's is
cautious on any material improvements in operating performance and
subsequently deleveraging for the remainder of 2019. To stabilize
the outlook Ardagh should deliver some EBITDA growth or further
reduce its elevated debt and show a deleveraging trajectory towards
7.0x. The outlook also incorporates Moody's assumption that the
company will not lose any material customer and it will not engage
in material debt-funded acquisitions, or shareholder remuneration,
of which the company has a track record.

WHAT COULD CHANGE THE RATING UP/DOWN

Given Ardagh's currently high leverage, meaningful steps of
deleveraging, for the entire group, would be needed for upward
pressure to develop. More specifically, the ratings could come
under positive pressure should Ardagh be able to reduce
Moody's-adjusted debt/EBITDA sustainably below 6.0x and generate
Moody's-adjusted free cash flow to debt above 5%, both on a
sustainably basis.

Conversely, the ratings could come under negative pressure should
the company deviate from a gradual deleveraging trajector, for
example from weakening operating performance or further debt
increases, so that Moody's-adjusted debt/EBITDA remains materially
above 7.0x for an extended period of time, or if free cash flow
turns negative thereby reducing the company's ability to repay
debt. A downgrade should also be considered if the debt prepayment
in conjunction with the disposition of F&S will not occurred as
announced.

LIST OF AFFECTED RATINGS

Issuer: ARD Finance S.A.

Affirmations:

Senior Unsecured Regular Bond/Debenture, Affirmed Caa2

Outlook Actions:

Outlook, Changed To Negative From Stable

Issuer: ARD Securities Finance SARL

Affirmations:

LT Corporate Family Rating, Affirmed B2

Probability of Default Rating, Affirmed B2-PD

Senior Secured Regular Bond/Debenture, Affirmed Caa2

Outlook Actions:

Outlook, Changed To Negative From Stable

Issuer: Ardagh Packaging Finance plc

Affirmations:

BACKED Senior Secured Regular Bond/Debenture, Affirmed B3

BACKED Senior Unsecured Regular Bond/Debenture, Affirmed B3

BACKED Senior Secured Regular Bond/Debenture, Affirmed Ba3

Assignments:

BACKED Senior Secured Regular Bond/Debenture, Assigned Ba3

BACKED Senior Unsecured Regular Bond/Debenture, Assigned B3

Outlook Actions:

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass, and Plastic Containers published in
May 2018.

EASTERN SEABOARD: First Female Examiner Appointed
-------------------------------------------------
Barry O'Halloran and Elaine Keogh at The Irish Times report that
accountant Sarah Jane O'Keeffe became the Republic's first female
examiner when the courts appointed her to the high-profile Eastern
Seaboard restaurant and bakery in Drogheda, Co Louth, where 43 jobs
are at stake.

Sitting at Trim Circuit Court, Judge Martina Baxter appointed Ms.
O'Keeffe, an insolvency specialist with Dublin firm Baker Tilly, on
an interim basis, to the Eastern Seaboard Bar and Grill Ltd and
Eastern Seaboard Industries Ltd. which are in financial trouble,
The Irish Times relates.

The companies control the Eastern Seaboard Bar Restaurant and a
coffee shop and bakery, which are popular venues in Drogheda owned
by Reuven Diaz and Jennifer Glasgow, The Irish Times discloses.

Eastern Sea Board Bar and Grill Ltd employs 24 people while Eastern
Sea Board Industries has 19 workers, The Irish Times states.

If the court confirms her appointment in the coming weeks, Ms.
O'Keeffe will have up to 100 days to devise a rescue plan designed
to save the businesses and the jobs.  The companies will have court
protection from creditors during that time, The Irish Times notes.


HENLEY CLO I: Fitch Assigns B-sf Rating to Class F Debt
-------------------------------------------------------
Fitch Ratings has assigned Henley CLO I Designated Activity Company
final ratings.

Henley CLO I  DAC is a securitisation of mainly senior secured
loans and bonds (at least 90%) with a component of senior
unsecured, mezzanine, high-yield bonds and second-lien assets. A
total note issuance of EUR406.2 million has been used to fund a
portfolio with a target par of EUR400 million. The portfolio is
managed by Napier Park Global Capital ltd. The CLO envisages a
4.5-year reinvestment period and an 8.5-year weighted average life
(WAL).

Henley CLO I DAC
   
Class A;    LT AAAsf New Rating;  previously at AAA(EXP)sf

Class B-1;  LT AAsf New Rating;   previously at AA(EXP)sf

Class B-2;  LT AAsf New Rating;   previously at AA(EXP)sf

Class C;    LT A+sf New Rating;   previously at A(EXP)sf

Class D;    LT BBB-sf New Rating; previously at BBB-(EXP)sf

Class E;    LT BB-sf New Rating;  previously at BB-(EXP)sf

Class F;    LT B-sf New Rating;   previously at B-(EXP)sf

Sub. Notes; LT NRsf New Rating;   previously at NR(EXP)sf

Class X;    LT AAAsf New Rating;  previously at AAA(EXP)sf

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'
range. The Fitch-weighted average rating factor (WARF) of the
identified portfolio is 32.4.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-weighted average recovery rating (WARR) of the identified
portfolio is 65.7%.

Diversified Asset Portfolio

The transaction features different matrices with different
allowances for exposure to both the 10 largest obligors and
fixed-rate assets. The manager will be able to interpolate between
these matrices. The transaction also includes limits on maximum
industry exposure based on Fitch industry definitions. The maximum
exposure to the three largest (Fitch-defined) industries in the
portfolio is covenanted at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management

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

Cash Flow Analysis

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

Limited Interest Rate Risk

Up to 10% of the portfolio can be invested in unhedged fixed-rate
assets, while fixed-rate liabilities represent 2.5% of the target
par. Fitch modelled both 0% and 10% fixed-rate bucket and found
that the rated notes can withstand the interest rate mismatch
associated with each scenario.



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

F-BRASILE SPA: Moody's Assigns B2 CFR, Outlook Stable
-----------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
B2-PD probability of default rating to F-Brasile S.p.A. , an
indirect holding company of Italian advanced aerospace forgings
supplier Forgital Italy. At the same time, Moody's has assigned B2
instrument ratings to the Issuer's proposed USD505 million 7-year
senior secured notes, issued by F-Brasile S.p.A. and F-Brasile US,
LLC, and a Ba2 rating to the Issuer's proposed EUR80 million 7-year
super senior secured revolving credit facility. The outlook on the
ratings is stable. This is the first time that Moody's has rated
F-Brasile.

The proceeds from the proposed notes issue and EUR512 million of
sponsor cash equity will be used to finance the approximately
EUR950 million enterprise value of Forgital (9.5x multiple based on
EUR99.7 million normalized EBITDA as of LTM March 2019) and
relevant transaction fees and expenses.

RATINGS RATIONALE

The rating is well positioned at the outset, reflecting (1)
Forgital's exposure to successful engine programs which are shortly
reaching full-rate production, including the Trent XWB and LEAP;
(2) its sizeable backlog from the sale of forged engine components
of around EUR659 million (2020-2026) and long-term agreements with
customers, which provide good revenue visibility; (3) healthy
profitability with an average Moody's-adjusted EBITDA margin of 20%
over the last three years, which Moody's expects to further
strengthen thanks to robust growth in the higher-margin aerospace
business; (4) solid barriers to entry related to the significant
capital intensity of the forging business, established
relationships with customers facing high switching costs, and
Forgital's proven track record of meeting customers' high quality
and timely delivery requirements; (5) strong competitive position
thanks to its vertically integrated production model and recent
significant investments in new capacity in a supply-constrained
commercial aerospace market; (6) end-market diversification through
the group's complementary industrial division (35% of group sales
in 2018), which however in Moody's view will display greater demand
cyclicality than the aerospace business; and (7) Moody's positive
outlook for the global commercial aerospace and defense industry,
based on expected passenger miles growth in excess of global GDP
growth.

Factors constraining the rating include Forgital's (1) small size
with group sales of EUR387 million in 2018; (2) concentration on
few customers in the aerospace business, especially Rolls-Royce plc
(c.45% of 2018 group sales); (3) reliance on a smooth production
ramp-up of major engine programs such as the Trent XWB, which
represented over 50% of the group's 2018 aerospace revenues,
although should boost topline and earnings growth over the next two
years; (4) lack of an aftermarket business, which could help
mitigate a potential slowdown in new engine production; (5) limited
free cash flow generation in 2019 and 2020 due to ongoing sizeable
extraordinary capital investments to meet expected strong engine
production growth over the next three years; (6) initially high
leverage of around 5.8x Moody's-adjusted gross debt/EBITDA (pro
forma) for the 12 months through March 2019, although Moody's
expects this to decline to below 5x by 2020, driven by strong
growth in aerospace profits; (7) most of Forgital's raw material
purchases in the aerospace business (around 78%) are covered by
price pass-through mechanisms, so negative effects from price
increases are mitigated, but there are some challenges associated
with passing on rising raw material costs to industrial customers;
and (8) risk of potential debt-funded acquisitions. In addition,
the rating considers the fairly lenient terms of the new debt
instruments, which, for instance, allow for incremental
indebtedness of the greater of EUR100 million or 100% of
consolidated EBITDA.

LIQUIDITY

Forgital's liquidity is adequate, considering the absence of
short-term debt maturities following the proposed transaction and
only limited prospect for free cash flow generation over the next
12-18 months. The group has access to a sizeable new EUR80 million
super senior RCF, which Moody's expects to be partly utilized to
provide some starting cash at closing of the transaction (the
transaction structure assumes a zero cash balance).

The super senior RCF is subject to a springing super senior net
leverage covenant, tested when the facility is drawn down for more
than 40%. The covenant is set with ample initial headroom at
closing of the transaction and Moody's expects Forgital to ensure
covenant compliance at all times.

STRUCTURAL CONSIDERATIONS

Upon completion of the acquisition, the USD505 million senior
secured notes will be guaranteed by subsidiaries accounting for
approximately 80% of the group's consolidated EBITDA and will be
secured by certain assets (mainly share pledges and bank accounts)
of the guarantors.

The proposed EUR80 million SSRCF benefits from the same security
package and guarantor coverage as the senior secured notes, but
receives enforcement proceeds in case of liquidation prior to
senior secured notes holders. Hence, Moody's has ranked the SSRCF
ahead of the secured notes.

Trade payables, as well as unsecured lease rejection claims and
pension obligations, are ranked at the same level as the senior
secured notes. Assuming a standard 50% recovery rate for capital
structures with both bond and bank debt, the senior secured notes
are rated B2 in line with the CFR, while the senior ranking SSRCF
is rated Ba2, three notches above the CFR.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook is predicated on the expectation that Forgital's
aerospace sales and earnings will grow at least in line with global
air traffic volumes and aircraft production at mid-single-digit
rates, and that its industrial division will remain broadly stable.
While forecasted profit growth should enable the group to steadily
de-lever to below 5x debt/EBITDA by 2020, free cash flow generation
should turn slightly positive, supporting a consistently adequate
liquidity profile.

WHAT COULD CHANGE THE RATING UP/DOWN

Moody's would consider to upgrade F-Brasile, if (1) leverage
reduces to well below 5x Moody's-adjusted debt/EBITDA, (2)
Moody's-adjusted FCF/debt exceeds 5%, (3) liquidity strengthens to
more solid levels, all on a sustainable basis.

Moody's would consider a rating downgrade, if (1) leverage
increased towards 6x Moody's-adjusted debt/EBITDA, (2)
Moody's-adjusted FCF turns negative, (3) liquidity deteriorates,
all on a sustainable basis.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Aerospace and
Defense Industry published in March 2018.

COMPANY PROFILE

Headquartered in Vicenza, Italy, F-Brasile S.p.A. is an
intermediate holding company of the Forgital group ("Forgital"), a
leading vertically integrated forging company servicing the
commercial and military aerospace industries and select industrial
end-markets. The group operates nine facilities in Italy, France
and the USA with around 1,200 employees worldwide.

Forgital specialises in forging, laminating and machining of rolled
rings and has advanced capabilities across various materials
including carbon steels, alloy steels, stainless steels, aluminium,
nickel and titanium alloys. The group supplies its products to
aerospace (around 65% of 2018 group sales) and various industrial
end-markets (35%). In the 12 months ended March 2019, Forgital
reported sales of EUR415 million and company-adjusted EBITDA of
EUR83.5 million (20% margin).

In May 2019, global investment firm The Carlyle Group (Carlyle)
announced the acquisition of Forgital from members of the founding
Spezzapria family and a minority stake held by Fondo Italiano
d'Investimento.



===========
L A T V I A
===========

AIR BALTIC: S&P Assigns 'BB-' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigns its 'BB-' long-term issuer credit rating
to Air Baltic Corp. AS (Air Baltic) and its 'BB-' issue-level
rating to the company's senior unsecured notes.

Air Baltic has small scale and scope of operations. It serves about
four million passengers and has high concentration in one
region--the Baltics--and a low return on capital. The rating is
further constrained by Air Baltic's susceptibility to the
fundamental characteristics of the airline industry, including
European economic cycles, oil-price fluctuations, high capital
intensity, and unforeseen events, including terrorism and disease
outbreaks. This is partly offset by Air Baltic's leading position
in the Baltic region, with an about 60% market share in Riga
Airport and an established presence at Vilnius and Tallinn
Airports. Air Baltic also has a competitive cost structure thanks
to its comparatively low labor costs and its transition to a
single-family aircraft fleet.

S&P said, "We expect Air Baltic to use the proceeds from the notes'
issuance to strengthen its liquidity and repay existing debt. We
understand that Air Baltic will retain a significant part of the
notes' proceeds on the balance sheet. We think this provides ample
financial leeway for, among other things, working capital needs and
the potential adverse effects of U.S. dollar and euro currency
mismatches, because Air Baltic operates with a U.S. dollar short
position. Overall, we view this increased cash balance and improved
liquidity profile as an essential and stabilizing rating factor.

"Given Air Baltic's planned large capital investment in the
expansion and modernization of its aircraft fleet, it has limited
room to deleverage. We forecast that the company will maintain
credit metrics consistent with a highly leveraged financial risk
profile, including adjusted FFO to debt of 6%-8% and debt to EBITDA
of 7.5x-8.0x in 2019-2020, compared with close to 10% and 8.0x,
respectively, in 2018. This limits Air Baltic's SACP at 'b'.

"Air Baltic has a route network of 79 destinations and connects the
Baltics to the rest of Europe, which would otherwise be less
efficiently accessible by alternate modes of transport. We view the
trends of the Baltics' underlying air travel market as favorable,
supported by a pace of economic growth exceeding that in the
eurozone. Air Baltic distinguishes itself from other European
legacy carriers by its low labor costs, with its cabin crew and
half of its pilots based in the Baltics. Thanks to its established
in-house pilot school, Air Baltic aims to increase its workforce of
national pilots, who traditionally offer a better retention rate
than foreign hires and should help to mitigate a pilot shortage. We
believe that the transition to a single-family fleet of Airbus 220
(A220) planes by 2023 will enable Air Baltic to significantly
reduce costs (fuel, crew training, and maintenance), reach more
destinations, and improve service offerings. In our view, the A220
planes' smaller size and competitive economics are highly suitable
for Air Baltic's regional and seasonal market."

Air Baltic carried about 4 million passengers in 2018 and finished
the year with 34 aircraft. This, combined with its targeting of
passengers in the Baltics region, translates into a narrow business
scope compared with the company's smallest rated airline peers,
such as, for example, SAS and GOL Linhas, which serve about 30
million passengers each. Air Baltic's relatively small size and
corresponding low absolute reported EBITDA base of about EUR40
million in 2018--excluding the impact of International Financial
Reporting Standards (IFRS) 16--makes the company more susceptible
to unforeseen high-impact and low-probability events than larger
players.

The capital intensity of the underlying industry and Air Baltic's
high investment needs result in a highly leveraged balance sheet.
Air Baltic's adjusted debt to EBITDA increased to about 8.0x in
2018 from 6.5x in 2017, and S&P forecasts that it will rise to
8.5x-9.0x in 2019 before a gradual decline toward 7.0x by 2020.
This improvement will be due to an increase in EBITDA to about
EUR90 million (including the effect of IFRS 16) in 2019 and about
EUR120 million in 2020, up from about EUR64 million in 2018, rather
than debt reduction. Because of its high capex for fleet expansion
and modernization, the airline has limited room for deleveraging in
2019-2020.

Air Baltic is 80% government-owned, while 20% is held by private
investor Lars Thuesen. S&P believes there is a moderately high
likelihood that the government of Latvia would provide Air Baltic
with extraordinary market-based support, which translates into a
two-notch uplift from the company's SACP. S&P bases its view on its
assessment of Air Baltic's:

-- Strong links with the government of Latvia; and
-- Important role for the Latvian government.

S&P said, "Our view of a strong link to the Latvian state reflects
the government's 80% controlling stake and the close ties between
the two as the government appoints three of the airline's four
supervisory board members. We note that the Latvian government has
extended extraordinary financial support to Air Baltic in the past,
most notably in 2011 and 2012, exceeding EUR200 million, which the
European Commission was notified of and approved the support.
However, any further financial support will be strictly scrutinized
under the EU competition framework and be potentially subject to
European Commission rulings. That said, the Latvian government
could at any point extend a market-based loan to Air Baltic at an
interest rate on par with the prevailing market rate. We understand
that such a loan would not fall under EU state aid.

"At the same time, we acknowledge Air Baltic's important role for
the Latvian economy." The Latvian government takes a significant
interest in Air Baltic and views the airline as a strategic asset
that is critical to economic development and tourism. The Latvian
state estimates that 2.5% of GDP is linked to Air Baltic's
operations. Furthermore, Air Baltic provides air connectivity to
the country, which would otherwise be less efficiently accessible
by alternative modes of transport, and to a certain extent, serves
as a feeder to two other government-owned assets--Riga Airport and
Latvian Railways. Additionally, unlike low-cost carriers, Air
Baltic attracts business traffic by offering more convenient and
sufficiently frequent flights, which provide stable economic ties
with the rest of Europe.

The rating is in line with the preliminary rating S&P assigned on
June 18, 2019.

S&P said, "The stable outlook reflects our view that Air Baltic
will be able to maintain adjusted FFO to debt above 6% over the
next 12 months, while meeting its heavy capex requirements from
operating cash flows. We continue to expect a moderately high
likelihood of timely and sufficient extraordinary government
support if Air Baltic faced financial distress. Furthermore, the
outlook reflects our view that the airline will retain the majority
of the proceeds of the completed issuance on the balance sheet
while strengthening its liquidity.

"Rating downside could arise if adjusted FFO to debt fell below 6%
on a sustainable basis. This could happen because Air Baltic's
earnings deteriorated through increased competition from low-cost
carriers, or because oil prices increased significantly above our
base case without being sufficiently passed on to customers through
higher ticket fares in a timely manner. We could also lower the
rating if we believed that the likelihood of government
market-based support had weakened. All other things being equal, if
we lowered our rating on Latvia by four notches, which we currently
view as unlikely, it would also exert downward pressure on the
rating on Air Baltic.

"We could raise our rating if Air Baltic's earnings and cash flow
improved materially such that adjusted FFO to debt strengthened
sustainably to more than 12%. This could occur if yields increased
significantly, for example due to overproportional growth of
less-price-sensitive passengers, or if oil prices dropped below our
base-case assumptions absent ticket price deflation. Although less
likely, we could also raise the rating if we saw that Air Baltic's
role for, or link with, the Latvian government had strengthened."




=========
M A L T A
=========

TACKLE GROUP: Moody's Assigns B2 CFR, Outlook Stable
----------------------------------------------------
Moody's Investors Service assigned a first time B2 corporate family
rating and a B2-PD probability of default rating to Tackle Group
S.a r.l., the parent and holding company of the Malta incorporated
German sports betting operator Tipico.

Concurrently, Moody's has assigned a B2 instrument rating to the
existing EUR890 million (EUR889 million outstanding) senior secured
term loan B3 due 2022, to the new EUR550 million term loan due
2024, and to the existing EUR25 million senior secured revolving
credit facility (RCF) maturing in 2022, all borrowed by Tackle S.a
r.l, a subsidiary of Tackle Group S.a r.l. The outlook on all
ratings is stable.

The proceeds from the new EUR550 million term loan together with
EUR138 million of cash will be used to distribute a dividend of
EUR616 million to its shareholders, to pre-fund the acquisition of
58 franchisee outlets for approximately EUR65 million and, to pay
the transaction fees. At close, Moody's expects Tipico to have
EUR10 million of cash in the balance sheet and its RCF entirely
undrawn.

The rating action takes into account the following factors:

  -- The high opening Moody's-adjusted leverage at 4.5x mitigated
by expectation for meaningful deleveraging and strong cash flow
generation

  -- Uncertainty around the gambling regulatory framework in
Germany

  -- Lack of diversity by geographic and product offering

  -- Largest sports betting operator, four times bigger than
closest competitor

The list of the newly assigned ratings can be found at the end of
this press release.

RATINGS RATIONALE

Moody's views Tipico as solidly positioned in the B2 category,
reflecting the company's competitive position in the German
land-based and online sports betting industry, with a market share
greater than 50%, benefitting from nationwide brand visibility due
to its approximately 1,250 outlets, majority of them under
franchise agreements, and the strong strong historic operating
performance, particularly in 2018 and YTD May 2019, with double
digit revenue and EBITDA growth and high cash conversion.

The B2 CFR is also supported by positive market fundamentals,
particularly expected for the digital sports betting segment,
Tipico's in-house developed proprietary technology platform
enabling the company to adjust odds and adapt to customers'
preferences and games in a timely manner, and its low operating
leverage owing to the franchise model adopted in the retail
business.

The B2 rating is however constrained by its high Moody's-adjusted
opening leverage of around 4.5x, based on last twelve months ending
May 31, 2019 and pro forma for the current transaction, and the
aggressive financial policy of its main shareholders with the third
dividend distributions since the original buy-out in 2016 and
certain debt funded acquisitions. However, Moody's expects Tipico
to delever from the current level to below 4.0x in 2021, as the
growth trajectory will continue, but a lower pace, driven by
Tipico's distribution channels, robust industry fundamentals,
Netpoint acquisition, and a major sports event in 2020.

The B2 CFR also reflects Tipico' s limited diversity in terms of
product offering (as around 90% of GGR is genrated from sports
betting) and geography (with around 90% of sportsbetting stakes
generated in Germany); the fact that the company operates without a
national licence in Germany and that it is exposed to the
uncertainty surrounding the regulatory framework; the company's
reliance on sports results as well as its reliance on major sports
events; and the intense competition that characterises the online
betting and gaming industry, likely to increase as the sports
betting regime in Germany become more clear.

Moody's considers Tipico's liquidity position to be very good for
its near-term needs, as it is supported by (1) EUR10 million cash
on balance sheet at close; (2) the undrawn EUR25 million RCF; (3)
expectations for sustained free cash flow generation driven by
modest capex requirements and negative working capital; and (4) no
debt amortization until 2022. The debt facilities have a minimum
EBITDA covenant of EUR20 million which will be tested on a
quarterly basis.

Using Moody's Loss Given Default for Speculative-Grade Companies
methodology, the probability of default rating is in line with the
B2 CFR. This is based on a 50% recovery rate, as is typical for
transactions with bank debt and a single maintenance covenant set
with large headroom. The debt facilities, are all B2 rated, as they
rank pari passu; they are secured by pledges over shares, bank
accounts and inter-company receivables, and guaranteed by material
subsidiaries representing at least 80% of the consolidated EBITDA.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's view that Tipico will continue
to grow its revenue and EBITDA growth and gradually deleveraging
while generating meaningful cash flow. The stable outlook also
assumes that the company will maintain its sports betting
operations in Germany, that it will not engage in material
debt-funded acquisitions or shareholder distributions, and that
there will be no adverse regulatory changes.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward pressure on the ratings could arise over time if (1) Moody's
adjusted leverage falls towards 4.0x on a sustainable basis; (2)
the company's free cash flow to debt ratio trends towards 10%; and
(3) the company maintains adequate liquidity. For an upgrade, no
deterioration on the regulatory framework and evidence of a less
aggressive financial policy are also expected.

Conversely, downward ratings pressure could develop if the company
performance weakens as a result of adverse regulatory changes,
increased competition, and a change in financial policy.
Quantitatively, a downgrade could be considered if (1) Moody's
adjusted leverage rises above 5.5x; (2) the free cash flow turns
negative excluding the effect of the proposed refinancing; or (3)
if liquidity concerns arise.

LIST OF AFFECTED RATINGS:

Assignments:

Issuer: Tackle Group S.a r.l.

Corporate Family Rating, Assigned B2

Probability of Default Rating, Assigned B2-PD

Issuer: Tackle S.a r.l.

BACKED Senior Secured Bank Credit Facility, Assigned B2

Outlook Actions:

Issuer: Tackle Group S.a r.l.

Outlook, Assigned Stable

Issuer: Tackle S.a r.l.

Outlook, Assigned Stable

The principal methodology used in these ratings was Gaming Industry
published in December 2017.

Headquartered in Malta, Tipico offers sports betting and online
casino games in Germany and Austria via approximately 1,250
outlets, dedicated websites and mobile/tablets applications. Tipico
is majority owned by private equity fund CVC since August 2016. CVC
has 60% stake in the company while the remaining 40% is owned by
its founders.



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

E-MAC NL 2005-III: S&P Affirms CCC (sf) Rating on Class E Notes
---------------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on all classes of
notes from E-MAC NL 2005-III, E-MAC Program B.V. Compartment NL
2006-III, E-MAC Program III B.V. Compartment NL 2008-I, and E-MAC
Program II B.V. Compartment NL 2008-IV.

S&P said, "Upon revising our counterparty criteria, we placed our
ratings on E-MAC NL 2005-III's class A, B, and C notes, E-MAC
Program B.V. Compartment NL 2006-III's class A2 and B notes, E-MAC
Program III B.V. Compartment NL 2008-I's class A2, B, and C notes,
and E-MAC Program II B.V. Compartment NL 2008-IV's class A, B, and
C notes under criteria observation. Following our review of the
transactions' performance and the application of these criteria,
our ratings on these classes are no longer under criteria
observation.

"The affirmations also reflect our full analysis of the most recent
transaction information that we have received, and they reflect the
transaction's current structural features.

"For E-MAC NL 2005-III, E-MAC Program II B.V. Compartment NL
2008-I, and E-MAC Program II B.V., the swap counterparty is Natwest
Markets PLC. The remedial actions defined in the swap agreement
were in line with option one of our previous counterparty criteria.
Under our revised criteria, we assess the collateral framework as
adequate. Based on the combination of the replacement commitment
and the collateral-posting framework, the maximum supported rating
in these transactions is 'AA- (sf)'.

"Credit Suisse International is the swap counterparty for E-MAC
Program B.V. Compartment NL 2006-III. Under our revised criteria,
we assess the collateral framework as weak, but because the account
bank termination language is not in line with our criteria, the
maximum supported rating in this transaction is 'A+ (sf)', the
issuer credit rating on Cooperatieve Rabobank U.A.

"Our European residential loans criteria, as applicable to Dutch
residential loans, establish how our loan-level analysis
incorporates our current opinion of the local market outlook. In
our opinion, the current outlook for the Dutch residential mortgage
and real estate market is benign. Given our outlook for the Dutch
economy, we consider the base-case expected losses of 0.5% at the
'B' rating level for an archetypical pool of Dutch mortgage loans,
and the other assumptions in our European residential loans
criteria, to be appropriate.

"The portfolio collateral performance of these transactions has
been relatively stable and in line with our expectations since our
last rating actions. Of these transactions, only E-MAC Program III
B.V. Compartment NL 2008-I's reserve fund is not at the required
level, so it is the only one paying sequentially.

"Across all four transactions, our credit analysis results show a
decrease in the weighted-average foreclosure frequency (WAFF) and
weighted-average loss severity (WALS) compared with those at
closing. The decrease in the WAFF is primarily due to the benefit
of seasoning and lower arrears since closing. The decrease in the
WALS is mainly due to the lower weighted-average current
loan-to-value ratio since closing, which has been driven by house
price increases in the Netherlands.

"For all four transactions, the ratings assigned are different from
those derived by our cash flow model in consideration of the high
proportion of interest-only loans in all of the pools. Our assigned
ratings also account for the fact that if performance triggers are
not breached, these transactions will pay pro rata for extended
periods, and in the case of E-MAC NL 2005-II and E-MAC Program B.V.
Compartment NL 2006-III, some loans mature after the legal final
maturity, resulting in tail risk for all of their rated classes.

"We affirmed our ratings at 'CCC (sf)' on the class E notes from
E-MAC NL 2005-III and E-MAC Program B.V. Compartment NL 2006-III.
For these affirmations, we applied our European residential loans
criteria including our credit and cash flow analysis. In our cash
flow analysis, the two note classes did not pass our 'B' rating
level cash flow stresses in a number of our cash flow scenarios, in
particular when we modelled high prepayment stresses of 30%.

"Therefore we applied our 'CCC' criteria, to assess if either a
'B-' rating or a rating in the 'CCC' category would be appropriate.
According to our 'CCC' criteria, for structured finance issues,
expected collateral performance and the level of credit enhancement
are the primary factors in our assessment of the degree of
financial stress and likelihood of default. We performed a
qualitative assessment of the key variables, together with an
analysis of performance and market data, and we consider repayment
of E-MAC NL 2005-III's and E-MAC Program B.V. Compartment NL
2006-III's class E notes to be dependent upon favorable business,
financial, and economic conditions. The full redemption of both
note classes relies on the full release of the reserve fund at the
end of each transaction's life, which will follow the full
redemption of the class A to D notes.

"For E-MAC Program II B.V. Compartment NL 2008-IV's class D notes,
we also applied our 'CCC' criteria and affirmed the rating at 'B-
(sf)' because we do not consider this class to be currently
vulnerable and dependent upon favorable business, financial, and
economic conditions to pay timely interest and ultimate principal.
Although the notes did not pass our 'B' rating level cash flow
stresses, our affirmation considers the declining arrears in the
transaction and the current level of credit enhancement.

"Additionally, we considered credit stability in our analysis. To
reflect moderate stress conditions, we adjusted our WAFF
assumptions by assuming additional arrears of 8% for one- and
three-year horizons. This did not result in our ratings
deteriorating below the maximum projected deterioration that we
would associate with each relevant rating level, as outlined in our
credit stability criteria."

  Ratings List

  E-MAC NL 2005-III

  Class  Rating

  A     A+ (sf)
  B      A+ (sf)
  C      A+ (sf)
  D      BBB (sf)
  E      CCC (sf)

  E-MAC Program B.V. Compartment NL 2006-III

  Class  Rating

  A2    A+ (sf)
  B     A+ (sf)
  C      BBB+ (sf)
  D      BB+ (sf)
  E     CCC (sf)

  E-MAC Program III B.V. Compartment NL 2008-I

  Class  Rating

  A2    A+ (sf)
  B     A+ (sf)
  C     A- (sf)
  D     B (sf)

  E-MAC Program II B.V. Compartment NL 2008-IV

  Class  Rating

  A     A+ (sf)
  B     A+ (sf)
  C     A+ (sf)
  D     B- (sf)


EURO-GALAXY V: Moody's Puts (P)B3 Rating on EUR12.3MM Cl. F-R Notes
-------------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following provisional ratings to refinancing notes to be issued by
Euro-Galaxy V CLO B.V.:

EUR60,000,000 Class A-R-R Senior Secured Variable Funding Notes due
2030, Assigned (P)Aaa (sf)

EUR184,000,000 Class A-R Senior Secured Floating Rate Notes due
2030, Assigned (P)Aaa (sf)

EUR49,200,000 Class B-R Senior Secured Floating Rate Notes due
2030, Assigned (P)Aa2 (sf)

EUR23,200,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2030, Assigned (P)A2 (sf)

EUR19,200,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2030, Assigned (P)Baa3 (sf)

EUR23,300,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2030, Assigned (P)Ba3 (sf)

EUR12,300,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2030, Assigned (P)B3 (sf)

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

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in its methodology.

The Issuer will issue the refinancing notes in connection with the
refinancing of the following classes of notes: Class A-R Notes,
Class A Notes, Class B Notes, Class C Notes, Class D Notes, Class E
Notes and Class F Notes, due 2030, previously issued on November
10, 2016. On the refinancing date, the Issuer will use the proceeds
from the issuance of the refinancing notes to redeem in full the
Original Notes.

On the Original Closing Date, the Issuer also issued EUR 39.9
million of subordinated notes, which will remain outstanding. The
terms and conditions of the subordinated notes will be amended in
accordance with the refinancing notes' conditions.

As part of this refinancing, the Issuer will (amongst other
amendments) (i) extend the Weighted Average Life (WAL) Test by one
year to 6.25 years (ii) amend the WAL Test such that it does not
decline post the expiry of the reinvestment period (iii) amend the
Moody's Test Matrix and associated modifiers (iv) amend the
Modification and Waiver section to enable modification to the
Collateral Quality Tests, Portfolio Profile Tests , Reinvestment
Over Collateralization Test, Reinvestment Criteria and Eligibility
Criteria with consent from the controlling class, and subject to
RAC and written notice from the collateral manager, and (v) allow
for optional redemption on any business day rather than on any
payment date.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or secured senior
bonds and up to 10.0% of the portfolio may consist of unsecured
senior obligations, second-lien loans, mezzanine obligations and
high yield bonds. The underlying portfolio is expected to be fully
ramped as of the closing date.

PineBridge Investments Europe Limited will manage the CLO in
collaboration with the Junior Collateral Manager, Credit Industriel
et Commercial SA. It will direct the selection, acquisition and
disposition of collateral on behalf of the Issuer and may engage in
trading activity, including discretionary trading, during the
transaction's remaining 1.25-year reinvestment period. Thereafter,
subject to certain restrictions, purchases are permitted using
principal proceeds from unscheduled principal payments and proceeds
from sales of credit impaired and credit improved obligations.

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

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
March 2019.

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

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

Moody's modeled the transaction using CDOEdge, a cash flow model
based on the Binomial Expansion Technique, as described in Section
2.3 of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in March 2019.

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

Target Par Amount: EUR 400,000,000

Diversity Score: 52

Weighted Average Rating Factor (WARF): 3055

Weighted Average Spread (WAS): 3.60%

Weighted Average Coupon (WAC): 5.25%

Weighted Average Recovery Rate (WARR): 46.0%

Weighted Average Life (WAL): 6.25 years

Moody's has addressed the potential exposure to obligors domiciled
in countries with local currency ceiling (LCC) of A1 or below. As
per the portfolio constraints, exposures to countries with a LCC of
A1 or below cannot exceed 10%, with exposures to countries with
LCCs of Baa1 to Baa3 further limited to 5%. Following the effective
date, and given these portfolio constraints and the current
sovereign ratings of eligible countries, the total exposure to
countries with a LCC of A1 or below may not exceed 10% of the total
portfolio. As a worst case scenario, a maximum 5% of the pool would
be domiciled in countries with LCCs of Baa1 to Baa3 while an
additional 5% would be domiciled in countries with LCCs of A1 to
A3. The remainder of the pool will be domiciled in countries which
currently have a LCC of Aa3 and above. Given this portfolio
composition, the model was run with different target par amounts
depending on the target rating of each class of notes as further
described in the methodology. The portfolio haircuts are a function
of the exposure size to peripheral countries and the target ratings
of the rated notes and amount to 0.75% for the Class A notes, 0.50%
for the Class B notes, 0.38% for the Class C notes and 0% for
Classes D, E and F.



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

FIRST COLLECTION: S&P Affirms 'B-' LT ICR, Off Watch Developing
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' long-term issuer credit rating
on Russia-based First Collection Bureau (FCB). The outlook is
developing.

S&P removed the rating from CreditWatch with developing
implications, where it had placed it on Feb. 21, 2019.

S&P said, "We affirmed the rating because of our view that FCB's
business risk profile has not suffered significantly so far as a
result of the Baring Vostok-related investigation, and because we
think the company is able to operate efficiently with lower
leverage. We believe the resolution of the investigation could take
some time, and we see lower chances of rapid rating evolution."

Over the first seven months of 2019, FCB's total leverage has
decreased to around Russian ruble (RUB) 1.6 billion (including
RUB300 million of own bonds held on balance sheet) from RUB2.1
billion. The company repaid a credit line of RUB500 million,
redeemed some bond issues, and paid out the first tranche of RUB180
million bonds amortization on its 2021 bond. As a result, S&P's
expectation of the company's debt-to-EBITDA ratio for 2019 has
decreased to about 0.5x. S&P understands that investor sentiment
and the ability to refinance the existing debt and attract new debt
for portfolio purchases depends on the resolution of the
investigation.

At the same time, S&P sees no certainty regarding the outcome and
timing of this investigation and the court hearing. The current
case was brought against FCB's former general manager and the top
managers of Baring Vostok by Orient Express Bank's minority
shareholder with regard to Russian ruble (RUB) 2.5 billion against
Baring Vostok's top managers. Orient Express Bank's claim relates
to the deal that FCB and Orient Express Bank agreed in 2017 and as
a result of which the FCB's loans due to Orient Express Bank in the
amount of RUB2.5 billion were exchanged for a stake in
Luxembourg-based investment firm International Finance Technology
Group S.C.A. The structure of the deal was not fully disclosed in
either FCB's 2017 audited report under International Financial
Reporting Standards (IFRS), or in the audited IFRS report of Orient
Express Bank.

The case is not against FCB itself. However, if any future
proceedings were to call into question the deal between FCB and
Orient Express Bank, FCB may be forced to build additional
leverage, which could create pressure on FCB's credit profile. The
amount of current claims against individuals is RUB2.5 billion,
comparable with expected EBITDA for 2019.

According to the financial policy for FCB adopted by Baring Vostok
in the second half of 2018, FCB's debt-to-EBITDA ratio must be
maintained below 2x. S&P understands that any changes in FCB's
shareholder structure might lead to changes in its current
financial policy and could result in volatility of FCB's leverage
metrics.

S&P said, "We currently don't expect that FCB's business risk
profile will suffer significantly. Our assessment incorporates the
high county risk and weak regulatory and legislative risks
associated with doing business in Russia. We note that FCB
currently is a leading bad debt collector in Russia with a market
share of about 30% in terms of portfolio face value.

"Our forecasts incorporate some decrease in portfolio purchases in
2019 because of a decreased funding base and only modest growth in
2020. Growth should be increasingly covered by operating cash flow
generation."

Under this base case, S&P's expect 2019 metrics of:

-- Revenue growth of 20%-25%;
-- EBITDA margin of 38%-40%;
-- Debt to adjusted EBITDA of 0.5x-0.7x; and
-- No bond issuance in 2019.

S&P said, "The outlook is developing and indicates that we may
raise, lower, or affirm the rating over the next six to 12 months,
depending on the implications of the Baring Vostok case on FCB's
liquidity, leverage, and shareholder structure. We expect that FCB
will be able to repay existing debt in line with the schedule;
however, limited ability for refinancing may restrict the company's
growth prospects.

"We could lower the rating if we observe any material pressure on
FCB's liquidity, leverage, or business risk profile. That could
happen if, for example, as a result of the court's decision, FCB
became liable for Orient Express Bank's RUB2.5 billion claim, or if
FCB were not able to safeguard its liquidity cushion to respond to
upcoming redemptions.

"If the case is closed with limited negative implications for FCB,
we may affirm the ratings.

"If we consider that the outcome of the case leaves FCB able to
operate with low leverage and diversify its funding base, and we
believe that its business position, franchise, and reputation are
unscathed, we will likely raise the rating."


UZPROMSTROYBANK: S&P Places 'B+' LT ICR on Watch Positive
---------------------------------------------------------
S&P Global Ratings placed its 'B+' long-term issuer credit rating
on Uzbekistan-based Uzpromstroybank on CreditWatch with positive
implications.

At the same time, S&P affirmed its 'B' short-term issuer credit
rating on the bank.

S&P said, "We think that there is a high likelihood that in the
next two to three months Uzpromstroybank will receive about US$250
million-US$300 million (about Uzbekistani sum [UZS]2.15
trillion-UZS2.60 trillion) of capital support from its key
shareholder, UFRD. If received, this capital injection could almost
double the bank's share capital and substantially strengthen its
capital adequacy ratios.

"We note that with a regulatory ratio of 13.12%, versus a minimum
of 13.00% as of July 1, 2019, the bank was at risk of breaching its
regulatory threshold. In our view, unless the bank receives capital
support from the government it will continue to operate with a
buffer of less than 100 basis points (bps) above the regulatory
minimum, which currently causes its regulatory capital position to
be weak. However, the capital support would provide it with a
substantial cushion of more than 500 bps above the minimum.
Moreover, our risk-adjusted capital (RAC) ratio may improve to the
8.6%-9.0% range in the next 12-18 months, which compares with its
RAC ratio of 6.9% as of year-end 2018.

"We consider Uzpromstroybank to be a government-related entity
(GRE) with a moderately high likelihood of support. Although the
bank is included in the list of GREs that will be privatized, we do
not think its link with the government will weaken in the next two
to three years because the government will maintain control of the
bank and the privatization process will be gradual. We note that
Uzpromstroybank already received government capital support in
previous years, including UZS748 billion in 2017 to address the
effects of devaluation and UZS725 billion in 2018-2019 to implement
several government programs."

In 2018, the bank initiated a massive transformation of its
business model aimed at improving its profitability, strengthening
its franchise in commercial banking, and preparing for
privatization. The bank will prioritize expanding its corporate
lending to small and midsize enterprises from the manufacturing,
textile, and building materials industries as well as its retail
lending to salary clients of GRE customers. If the bank receives
the anticipated capital injections, its loan portfolio will
increase by about 20%-30% in the next two years, which compared
with the system average of about 40%-45%, because the growth in
state-related business will not exceed 10%-20%. At the same time,
the growth of the commercial business will likely be very high in
the 50%-60% range, representing a challenge for the bank to manage
its asset quality, which--so far--remains close to the system
average. As of year-end 2018, loans classified in Stage 3 under
International Financial Reporting Standard (IFRS) 9 represented
about 2.0% of the Uzpromstroybank's gross portfolio. As of the same
date, its share of the restructured loans was about 7.1%, which is
higher than at some other state-owned banks. Nevertheless, S&P
notes that more than 90% of the restructured loans are to
state-related enterprises, which may benefit from government
support. S&P expects that its share of restructured loans will
gradually decline in the next one to two years.

S&P said, "We expect that funding from the government and
international financial institutions (IFIs), which we treat as
stable funding sources, will continue to dominate the bank's
funding mix. As of year-end 2018, state-related funds, including
those from UFRD, the Ministry of Finance, and state-owned
enterprises, comprised close to 60% of the bank's total
liabilities, while funding from IFIs accounted for another 25%. The
potential growth of customer deposits will improve the diversity of
the bank's funding profile. We expect the bank will maintain a
prudent liquidity buffer with its liquidity covering no less than
30% of its customer deposits.

"We expect to resolve the CreditWatch once we receive confirmation
of the bank's potential capital increase and gain more clarity on
the amount and timing of the increase, which we expect will likely
occur in the next 90 days.

"We could raise our long-term issuer credit rating on
Uzpromstroybank if the government agrees to increase its common
shareholders equity by providing capital support, which would help
the bank keep its RAC ratio above 7.0% over the next 12-18 months.

"Alternatively, we could affirm our ratings on Uzpromstroybank if
the government does not agree to inject capital, or if the amount
of the capital support is materially lower than expected."



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

BBVA RMBS 2: S&P Raises Class C Notes Rating to 'BB (sf)'
---------------------------------------------------------
S&P Global Ratings raised to 'AAA (sf)' from 'AA- (sf)', to 'AA
(sf)' from 'A- (sf)', to 'A (sf)' from 'BBB (sf)', and to 'BB (sf)'
from 'B- (sf)' its ratings on BBVA RMBS 2, Fondo de Titulizacion de
Activos' class A3, A4, B, and C notes. At the same time, S&P
affirmed its 'AAA (sf)' rating on the class A2 notes.

S&P said, "The rating actions follow the application of our
relevant criteria and our full analysis of the most recent
transaction information that we have received, and they reflect the
transaction's current structural features.

"The analytical framework in our revised structured finance
sovereign risk criteria assesses a security's ability to withstand
a sovereign default scenario. These criteria classify the
sensitivity of this transaction as low. Therefore, the highest
rating that we can assign to the tranches in this transaction is
six notches above the unsolicited Spanish sovereign rating, or 'AAA
(sf)', if certain conditions are met.

"In order to rate a structured finance tranche above a sovereign
that is rated 'A+' and below, we account for the impact of a
sovereign default to determine if under such stress the security
continues to meet its obligations. For Spanish transactions, we
typically use asset-class specific assumptions from our standard
'A' run to replicate the impact of the sovereign default
scenario."

Societe Generale S.A. (Madrid Branch) is the transaction bank
account provider while Banco Bilbao Vizcaya (BBVA; A-/Stable/A-2)
provides an interest rate swap. The transaction's documented
replacement mechanisms adequately mitigate its counterparty risk
exposure, up to a 'AAA' rating.

S&P said, "Our European residential loans criteria, as applicable
to Spanish residential loans, establish how our loan-level analysis
incorporates our current opinion of the local market outlook. Our
current outlook for the Spanish housing and mortgage markets, as
well as for the overall economy in Spain, is benign."

Below are the credit analysis results after applying S&P's European
residential loans criteria to this transaction.

  Credit Analysis Results
  BBVA RMBS 2, Fondo de Titulizacion de Activos  
  Rating level WAFF (%) WALS (%)
  AAA             12.68  23.33
  AA          8.78        16.77
  A              6.60   8.31
  BBB          4.90    4.93
  BB              3.29   3.17
  B              2.00   2.00

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

BBVA RMBS 2's class A2, A3, and A4 notes continue to pay
sequentially in that order. Credit enhancement has increased to
92.25% from 81.55%, to 70.75% from 62.11%, and to 12.52% from 9.46%
for classes A2, A3, and A4, respectively, based on a sequential
paydown within the senior notes, since S&P's last review.
Similarly, the class B notes' credit enhancement has increased to
6.28% from 3.82%. The class C notes are no longer
undercollateralized, and their credit enhancement has increased to
0.74% from -1.20% because the amortization deficit has been cured.

The transaction's performance has improved significantly since
S&P's last review. The reserve fund has started to replenish, and
it will provide further credit enhancement to the notes.
Additionally, the cumulative defaults in the transaction are still
far from reaching the interest deferral trigger for the class C
notes, set at 10.0%.

BBVA continues to actively service the portfolio, accelerating the
recoveries of defaulted assets. That has contributed to eliminating
the undercollateralization as well as replenishing the reserve
fund.

The borrowers have the option of extending and reducing the
maturity of the underlying loans, as well as to request a reduced
margin. S&P has incorporated these flexibilities in its cash flow
analysis.

S&P said, "Following the application of our revised criteria, we
have determined that our assigned ratings on the classes of notes
in this transaction should be the lower of (i) the rating as capped
by our sovereign risk criteria, (ii) the rating as capped by our
counterparty criteria, or (iii) the rating that the class of notes
can attain under our European residential loans criteria.

"Under our credit and cash flow analysis, the class A4, B, and C
notes could withstand our stresses at a higher rating level than
their current ratings; however, the ratings were constrained by
additional factors we considered. First, we considered these
classes' relative position in the capital structure and their lower
and different credit enhancement compared to that of the senior
notes. Second, the collateral comprises mortgages originated before
the financial crisis, and the transaction has performed worse than
the other BBVA deals we rate. We have therefore raised to 'AA
(sf)', 'A (sf)', and 'BB (sf)', from 'A- (sf)', 'BBB (sf)', and 'B-
(sf)', respectively, our ratings on these classes of notes.

"We have raised our rating to 'AAA (sf)' on BBVA RMBS 2's class A3
notes and affirmed our 'AAA (sf)' rating on its class A2 notes.
Under our credit and cash flow analysis, the class A2 and A3 notes
could withstand our stresses at 'AAA', given the increase in credit
enhancement and improved performance."

BBVA RMBS 2 is a Spanish residential mortgage-backed securities
transaction, which closed in March 2007. The transaction
securitizes a pool of first-ranking mortgage loans granted to prime
borrowers, which BBVA originated. The portfolio is mainly located
in Catalonia, Andalusia, and Madrid.

  Ratings List

  BBVA RMBS 2, Fondo de Titulizacion de Activos

  Class  Rating to Rating from

  A3    AAA (sf) AA- (sf)
  A4    AA (sf) A- (sf)
  B     A (sf)         BBB (sf)
  C     BB (sf) B- (sf)
  
  Class Rating

  A2    AAA (sf)


PROSIL ACQUISITION: Moody's Rates EUR30MM Class B Notes Ca(sf)
--------------------------------------------------------------
Moody's Investors Service assigned definitive long-term credit
ratings to the following Notes issued by ProSil Acquisition S.A.:

EUR170M Class A Asset-Backed Floating Rate Notes due October 2039,
Definitive Rating Assigned Baa3 (sf)

EUR30M Class B Asset-Backed Floating Rate Notes due October 2039,
Definitive Rating Assigned Ca (sf)

Moody's has not assigned any ratings to the EUR 15M Class J
Asset-Backed Floating Rate Notes due October 2039 and the EUR 16M
Class Z Asset-Backed Variable Return Notes due October 2039.

The subject transaction is a static cash securitisation of
non-performing loans extended to borrowers in Spain and Real Estate
Owned properties. This is the first transaction backed by NPLs
rated by Moody's with loans originated by a Spanish bank and
subsequently transferred to ProSil Acquisition S.A. The assets
supporting the Notes are NPLs with a gross book value of EUR 494.7
million. In addition, the portfolio contains REO properties for an
amount equal to around EUR 40.6 million (by updated valuation). The
total issuance of Class A, Class B, Class J and Class Z Notes is
equal to EUR 231 million, 43% of the GBV plus the valuation of the
REO properties. The defaulted mortgage loans were extended both to
individuals as well as Spanish Small and Medium Enterprises. The
NPLs consist predominantly of secured mortgage loans, equal to EUR
466.7 million, which are backed by residential, commercial,
industrial, land and hotels located in Spain. EUR 5.1 million of
the secured mortgage loans are of a second or lower ranking lien.
The pool further contains unsecured defaulted loans, for an amount
equal to around EUR 28.0 million, extended to individuals, as well
as SMEs.

The portfolio is serviced by Hipoges Iberia S.L. in their role as
servicer. The servicing activities performed by the servicer are
monitored by the monitoring agent.

ProSil Acquisition S.A. is a securitisation company within the
meaning of and governed by the Luxembourg Securitisation Law.
Prosil Acquisition S.A. acting in respect of its compartment "Cell
Number 5" will issue Class A, Class B, Class J and Class Z Notes,
which will be collateralised by the NPLs and the REO properties.
The Issuer will use the proceeds of the Notes to acquire from the
existing cells of the Issuer numbered 1, 2 and 3 the receivables
and the shares in each property-owning company as well as to fund
part of the cash reserve, the cap premium and certain upfront
expenses.

The Propcos will be Spanish sociedad limitadas, incorporated under
the laws of Spain with the exclusive purpose of managing and
promoting the disposal of the properties to third parties from
enforcement of the mortgage loans. The Propcos will not benefit
from the statutory segregation and the privileged credit
entitlement foreseen in the Spanish Securitisation Law. However,
each of the Propco has been structured to be a bankruptcy remote
special purpose vehicle, whose activities are limited to holding
the properties and performing only those functions as set out in
the transaction documents and mitigate the risk of third party
claims being made against them.

RATINGS RATIONALE

Moody's ratings reflect an analysis of the characteristics of the
underlying pool of defaulted loans and REO properties, sector-wide
and originator-specific performance data, protection provided by
credit enhancement, the roles of external counterparties and the
structural integrity of the transaction.

In order to estimate the cash flows generated by the pool Moody's
used a model that, for each loan and REO property, generates an
estimate of: (i) the timing of collections; and (ii) the collected
amounts, which are used in the cash flow model that is based on a
Monte Carlo simulation.

Collection Estimates: The key drivers for the estimates of the
collections and their timing are: (i) the historical data received
from the servicer, which shows the historical recovery rates and
timing of the collections for secured loans, REO properties and
unsecured loans; (ii) the portfolio characteristics; and (iii)
benchmarking with comparable European NPL transactions.

The loan portfolio is split as follows: (i) 66.0% in terms of GBV
of the defaulted borrowers are individuals, while the remaining
34.0% are SMEs; (ii) loans representing around 93.2% of the GBV are
secured loans, while the remaining 5.7% of the GBV are unsecured
loans, whereof about 1.0% in terms of GBV are secured with a second
or lower ranking lien; (iii) of the secured loans and the REO
properties, 68.9% by updated valuation are backed by residential
properties, and the remaining 31.0% by different types of
non-residential properties.

Hedging: As the collections from the pool are not directly linked
to a floating interest rate, a higher index payable on the Notes
would not be offset with higher collections from the pool. The
transaction therefore benefits from an interest rate cap, linked to
Three-month EURIBOR, with J.P. Morgan AG (Aa1(cr)/P-1(cr)) as cap
counterparty. The cap will have a strike of 0.50% and its premium
has been paid upfront. The interest rate cap will terminate in
October 2030 and is subject to a determined amortization schedule.

Transaction Structure: The transaction benefits from an amortising
Liquidity Reserve Fund equal to around 4.5% of the Class A Notes
(equivalent to EUR7.65 million initially). However, Moody's notes
that the Liquidity Reserve Fund is not available to cover Class B
Notes' interest and that unpaid interest on Class B Notes is
deferrable and accruing interest on interest. Additionally, an
expense account will be opened in the name of the Issuer and the
amounts standing to the credit of this account will be available to
cover senior costs and expenses relating to the loans and the REO
properties. At closing, this account will be funded at EUR
100,000.

Servicing Disruption Risk: Moody's has reviewed procedures and
practices of Hipoges and found it acceptable in their role of
servicer. The monitoring agent will help the Issuer to replace the
servicer in case the servicing agreement with Hipoges is
terminated. US Bank Global Corporate Trust Ltd has been appointed
as independent cash manger. The Liquidity Reserve Fund together
with the expenses accounts should be sufficient to pay around 12
months of interest on the Class A Notes and items senior. The
limited liquidity in conjunction with the lack of a back-up
servicer means that continuity of Note payments is not ensured in
case of servicer disruption. This risk is commensurate with the
rating assigned to the most senior Note.

Cash Flow Modeling: Moody's used its NPL cash-flow model as part of
its quantitative analysis of the transaction. Moody's NPL model
enables users to model various features of a European NPL ABS
transaction - including recovery rates under different scenarios,
yield as well as the specific priority of payments and reserve
funds on the liability side of the ABS structure.

METHODOLOGY

The principal methodology used in these ratings was "Moody's
Approach to Rating Securitisations Backed by Non-Performing and
Re-Performing Loans" published in February 2019.

FACTORS THAT WOULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS:

Factors that may lead to an upgrade of the ratings include that the
recovery process of the defaulted loans and REO properties produces
significantly higher cash flows/collections in a shorter time frame
than expected.

Factors that may cause a downgrade of the ratings include
significantly less or slower cash flows generated from the recovery
process compared with its expectations at close due to either a
longer time for the courts to process the foreclosures and
bankruptcies, a change in economic conditions from its central
scenario forecast, or idiosyncratic performance factors. For
instance, should economic conditions be worse than forecasted and
the sale of the properties would generate less cash flows for the
issuer or it would take a longer time to sell the properties, all
these factors could result in a downgrade of the ratings.
Additionally, counterparty risk could cause a downgrade of the
ratings due to a weakening of the credit profile of transaction
counterparties. Finally, unforeseen regulatory changes or
significant changes in the legal environment may also result in
changes of the ratings.



=====================
S W I T Z E R L A N D
=====================

SWISSPORT GROUP: Moody's Affirms B3 CFR, Outlook Stable
-------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed term
loan B and senior secured notes in total amount of EUR1,230
million, a B2 rating to the proposed EUR50 million delayed draw
loan facility and a Caa2 rating to the new EUR280 million senior
unsecured notes to be issued by Swissport Financing S.a r.l.
Moody's has also assigned a B2 rating on the new EUR75 million
revolving credit facility at Swissport International AG level.

Concurrently, Moody's has affirmed the B3 corporate family rating
and B3-PD probability of default rating of Swissport Group S.a r.l.
Moody's has also affirmed the Caa3 ratings on the EUR36 million
outstanding senior secured notes and on the EUR16 million
outstanding senior unsecured notes issued by Swissport Investments
S.A.

The outlook on all the ratings has been changed to stable from
negative.

This follows the company's announcement that it intends to
refinance the existing TLB and notes issued at Swissport Financing
S.a r.l. level. The ratings on the existing TLB and notes issued at
Swissport Financing S.a r.l. will be withdrawn upon repayment
following the closing of the transaction.

"The change in outlook to stable reflects significant improvement
in Swissport's earnings and free cash flow generation over the last
year as well as stronger liquidity following the proposed
refinancing" -- says Egor Nikishin, the Moody's lead analyst for
Swissport.

RATINGS RATIONALE

Swissport's revenues reached EUR3,013 million in the last twelve
months to March 2019, an 11% increase compared to 2017. The growth
came as a combination of organic and non-organic growth through the
acquisition of Aerocare, volume growth, and net contract wins of
EUR56 million. Stronger top line growth combined with better costs
control helped Swissport to significantly increase EBITDA and
reduce Moody's adjusted leverage, including IFRS 16 impact, to
5.5x, which Moody's considers to be a strong level for the current
rating. In addition, Swissport's free cash flow after interest,
capex and dividends is expected to be close to breakeven after
circa EUR200 million combined outflow in 2016-18.

The B3 CFR of Swissport reflects the company's leading market
positions in ground handling and cargo, its geographical
diversification and the growth opportunities from more profitable
emerging markets, such as APAC and the Middle East.

Less positively, Moody's expects that the market environment in the
next 12-18 months will be more difficult compared to the strong
growth in both cargo and ground handling in 2018. According to
IATA, cargo volumes will be broadly flat in 2019 after 3.5% growth
in 2018, while ground handling will continue to grow at lower pace
of 3%-4% compared to 6.5% in 2018. This reflects deceleration of
global trade and GDP growth and will likely reduce demand for
Swissport's services in 2019.

The B3 CFR also takes into account Moody's expectation that
adjusted leverage will increase to a range of 6x-6.5x in the next
12-18 months due to approximately EUR170 million higher gross debt
pro forma for the refinancing as well as more challenging market
conditions, which will limit further earnings growth. The rating
also takes into account the company's history of an aggressive
financial policy.

Swissport's liquidity is adequate, supported by EUR148 million cash
as of March 2019 and improved free cash flow generation, which
Moody's expects to be neutral over the next 12-18 months. Following
the proposed refinancing the company will have approximately EUR35
million available under the EUR75 million RCF, EUR50 million under
the capex facility and will receive circa EUR50 million of
additional cash from overfunding. In addition Swissport recently
signed a EUR50 million factoring facility, which will be used to
cover seasonal cash outflows.

The B2 rating on the new TLB, new SSN and RCF is one notch above
the CFR reflecting its ranking ahead of the sizeable subordinated
new SN. Conversely, the SN instrument rating of Caa2 reflects the
subordination of the instrument in the capital structure. The new
TLB, capex facility, new SSN and RCF benefit from the same security
and guarantees on a pari passu basis from subsidiaries representing
at minimum 95% of assets and 60% EBITDA, while the new SN are
guaranteed on a senior subordinated basis.

Swissport's probability of default rating (PDR) is B3-PD, at the
same level as the CFR, reflecting Moody's assumption of a 50%
recovery rate in a default scenario, as is customary for a capital
structure that includes both bonds and bank debt.

OUTLOOK

The stable outlook reflects Moody's expectation that Swissport will
sustain an adequate liquidity profile and close to breakeven free
cash flow generation. It also assumes that the company will
continue to successfully achieve organic growth while renewing
existing contracts, and focus on measures aimed at improving
profitability across its network. The outlook does not incorporate
any significant debt-funded acquisition or shareholder
distributions.

WHAT COULD CHANGE THE RATING UP / DOWN

Upward pressure on the ratings would develop if Moody's adjusted
debt to EBITDA falls sustainably below 5.5x and Moody's
EBITA/Interest increases above 1.5x. An upgrade would also require
meaningful and sustained positive free cash flow generation and a
strong liquidity position.

Downward pressure on the ratings would develop in case of negative
free cash flow generation over the next 12-18 months, or any
deterioration in liquidity. A downgrade could also materialise in
case of deterioration in operating performance that would lead to a
material increase in leverage.

PRINCIPAL METHDOLOGY

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

COMPANY PROFILE

Headquartered near Zurich Airport, Swissport is the world's largest
independent ground handling services company, based on revenue and
the number of airport locations. In 2018, Swissport handled 4.3
million flights at 300 airports in 50 countries. The Ground
Services segment accounts for roughly 80% of Swissport's group
revenue, with cargo handling contributing the remainder. In 2018
Swissport generated revenues and management-adjusted EBITDA of
EUR3.0 billion and EUR273 million, respectively. The company is
owned by the Chinese investment group HNA Group Co., Ltd.



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

YASAR HOLDING: Fitch Affirms B- LT IDRs, Alters Outlook to Negative
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Turkish food group Yasar
Holding A.S.'s Long-Term Foreign- and Local-Currency Issuer Default
Ratings to Negative from Stable and affirmed the IDRs at 'B-'.

The Negative Outlook reflects Fitch's view of refinancing risk in
light of the upcoming maturity of Yasar's USD250 million Eurobond
in May 2020 due to diminishing appetite for Turkey risk and
heightened by the company's high leverage, weak free cash flow
(FCF) generation and the continued challenging consumer spending
environment in Turkey. The ratings are supported by Yasar's strong
positions in Turkey's food and beverage markets with a demonstrated
ability to protect its profit margin in a weakened consumer
environment.

KEY RATING DRIVERS

Approaching Bond Maturity: Yasar has USD200 million (part
utilisableas cash, part as non-cash guarantee) of undrawn,
unsecured, and committed long-term bank lines obtained from local
banks for the purpose of refinancing the outstanding portion of its
May 2020 Eurobond. Fitch does not view the credit guarantee line as
a fully sustainable solution for the refinancing of the bond and
expect to see the outcome of the company's review of other options
for the refinancing of this bond with long dated instruments,
including issuing another bond or a syndicated loan. Yasar's
refinancing capabilities are supported by its strong market
positions in Turkey and established relationships with local banks
as well as with international investors. However, Fitch views
refinancing as exposed to a volatile liquidity situation in the
Turkish capital markets.

In July 2019, Yasar has repurchased USD44.4 million of the bonds in
a cash tender offer at a price of USD789 for each USD1000 principal
amount, reducing the outstanding bond issue to USD205.6 million.

Weak Liquidity: Given minimal cash balances and insufficient amount
of committed credit facilities available for cash drawing for Yasar
in 2019 and its expectation of negative FCF over 2019-2022,
liquidity continues to remain one of the pressuring factors on the
company's credit profile. Fitch also expects higher interest
charges to leave the fixed charge coverage ratio stretched, at
between 1.1x and 1.3x over the next four years, limiting financial
flexibility. At the same time Fitch takes as partial mitigant the
large volume of available uncommitted credit facilities, which are
commonly used in Turkey, of USD250 million (nearly TRY1.5 billion)
from a wide range of banks and for a total amount more than
sufficient to cover Yasar's short-term bank debt maturities.

High Foreign-Currency Risk: Yasar remains exposed to the Turkish
lira depreciation against hard currencies given its high proportion
of hard currency debt (approximately 55% at December 2018) and a
big portion of hard currency linked costs, which Fitch estimates at
around 30%-40%. Based on Fitch's forecast of a further TRY/USD
depreciation toward 6.5x by end-2019, Fitch estimates an FX impact
on Yasar's debt of around TRY0.3 billion this year (total debt was
TRY2.8 billion at end-2018). With respect to profits, Fitch
projects that FX movements will be largely mitigated by Yasar's
ability to pass through commodity price increases to its
end-customers, as it demonstrated in 2016-2018. In addition, Fitch
sees benefits from growing overseas revenues (2018: 15% of total)
together with the expected launch of cheese production in UAE in
2H19.

Resilient Food and Beverage Business: Fitch expects Yasar to
continue to be able to cope with Turkey's challenging market
conditions in 2019 thanks to its leading market shares, strong
brand portfolio and established distribution channels. In 2018,
despite price increases amid weak consumer sentiment, Yasar managed
to control pressure on volumes in the core dairy segment (42% of
Food and Beverage revenue) to a low-single digit decline, while
improving the division's EBITDA margin. Performance in other food
categories was mixed with higher pressure on volumes in beverages
and frozen meals balanced by strong growth in the profitable fish
segment. Yasar achieved 15% revenue growth and stable EBITDA margin
in the division (2018: 10.3%).

Challenges for Other Businesses: The market environment for Yasar's
coatings division (23% of group's revenue) is likely to remain
challenging in 2019 due to the expected continued decline in
Turkish construction and building renovation markets. Fitch
conservatively assumes EBITDA margin contraction in the segment due
to further potential decline in volumes in 2019, followed by some
recovery from 2020. Yasar saw a large drop in coatings sales
volumes in 2018, with a double digit drop in its biggest decorative
paints segment. To counteract this, the group took a number of
assortment and price management initiatives, which enabled it to
deliver 15.6% revenue growth and the EBITDA margin to recover to
15.7% from a low 11.8% in 2017. The benefits of these initiatives
should continue to come through in 2019. However, Fitch believes
there is a risk of volume declines pressuring the profit margin in
the segment this year.

Fitch also notes material improvement in EBITDA margin achieved in
the tissue business to an historical high of 12.8% in 2018 (2017:
8.2%) thanks to a reduced share of private label, active costs and
price management, as well as growing share of export sales to 38%
of the segment revenue.

Stable Profitability: Fitch expects Yasar's EBITDA margin to be
sustainable at just below 11% over 2019-2022, thanks to its ability
to pass on increasing costs to consumers, a growing share of more
profitable products in its sales mix (cheese, processed meat and
fish) and operating efficiency initiatives. Fitch expects the
stronger performance of the food business to offset potential
margin pressures in the group's other businesses. In addition,
sales and profitability in the core food and beverage division are
likely to be supported by a further improvement in demand in the
Horeca sales channel (13% of Yasar's food and beverage segment) due
to strong growth for Turkey's tourism industry, facilitated by the
weakened lira in 2019.

Negative Cash Flow: Fitch projects Yasar's FCF generation to remain
weak at around negative 3% of revenue in 2019-20 possibly improving
toward negative 1% of revenue in 2021-22, mainly due to increased
interest costs and only partly balanced by growing profits, further
initiatives on working capital reduction and lower capex. Fitch
expects lower capex from 2019 of around 3%-4% of revenue (2018:
6%), given that Yasar completed most of its expansion projects in
2018 and now plans to focus on cash preservation, liquidity and
debt reduction, thus restraining any extra capex.

Stretched Financial Metrics: Fitch projects net FFO adjusted
leverage should reduce to 6.5x by end-2019 (2018: 7.9x), and reach
6.0x only by 2022, based on its current FX assumptions, with
limited headroom against its negative sensitivity of 6.5x. However,
Fitch does not rule out the risk of higher leverage from a larger
than expected FX impact on the hard-currency portion of the
company's debt.

DERIVATION SUMMARY

Similar to its closest peers in the food and beverage sector (such
as Premier Foods (B/Stable) and PSJC Beluga (B+/Stable), Yasar
enjoys solid market shares (allowing it good bargaining power with
client retailers) and a portfolio of leading and recognised brands.
In addition, Yasar benefits from higher product diversification
than Premier Foods. At the same time, limited geographic
diversification outside Turkey and a large portion of hard currency
debt expose the company to greater foreign currency risk and
macroeconomic instability in its home market compared with peers.
Also, Yasar has higher leverage than both Premier Foods and
Beluga.

KEY ASSUMPTIONS

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

  − Revenue growth at 17.5% in 2019, 12% in 2020, 11.5% in 2021
and stabilising at around 10% afterwards;

  − Group EBITDA margin of around 10.9% over 2019-2022;

  − Capex at TRY200 million per year over the forecast horizon;

  − Negative FCF in 2019-2020, gradually improving to around -1%
of sales by 2022;

  − TRY/USD exchange rate at 7.0, 7.2 and 7.4 at year ends of
2019, 2020 and 2021, respectively, in line with Fitch's house
view;

KEY RECOVERY RATING ASSUMPTIONS

The recovery analysis assumes that Yasar would be considered a
going-concern in bankruptcy and that the company would be
reorganised rather than liquidated. Fitch has assumed a 10%
administrative claim.

Yasar's going concern EBITDA is based on last 12 months (LTM)
December 2018 EBITDA of TRY501 million and reflects Fitch's view of
a sustainable, post-reorganisation EBITDA level, upon which Fitch
bases the valuation of the company.

The going-concern EBITDA is 25% below LTM EBITDA to reflect the
company's historical swings in operating margins and exposure to
volatility in the Turkish lira.

An EV multiple of 4.5x is used to calculate a post-reorganisation
valuation and results from a blend of the multiples assumed or the
different business units). The estimate considered the leading
market shares within specific product categories and the company's
well-invested assets.

Fitch applies a waterfall analysis to the post-default EV based on
the relative claims of debt in Yasar's capital structure. Its debt
waterfall assumptions take into account debt as at June 30, 2019.
All of Yasar's debt is unsecured. The waterfall results in a 'RR3'
Recovery Rating for senior unsecured debt. However, the Recovery
Rating is capped at 'RR4' by the Turkish jurisdiction. Therefore,
the US dollar senior unsecured notes due 2020 are rated 'B-'/'RR4'
(50%)

RATING SENSITIVITIES

Developments That May, Individually or Collectively, Lead to
Outlook Stabilisation

Successful refinancing of the USD250 million Eurobond in 2020

Visibility that FFO net leverage is moving below 6.5x (2018:7.9x)

FFO fixed charge cover above 1.2x (2018: 1.1x)

EBITDA margin remaining above 9.5%

Maintenance of longer dated debt profile, mitigating refinancing
risks

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

Failure to refinance the Eurobond due in May 2020

Operating shortfall, such as contracting revenue, further
constraining cash flow and/or liquidity

FFO adjusted net leverage remaining above 6.5x on a sustained
basis

FFO fixed charge coverage below 1.2x on a sustained basis

EBITDA margin falling below 9.5% for more than two financial years
due to the inability to pass on higher costs or increased
competition

LIQUIDITY AND DEBT STRUCTURE

Limited Liquidity: At end-March 2019 Yasar had TRY219 million
unrestricted cash. In addition, the company has a USD200 million
committed long-term credit facility (part utilisable as cash, part
as non-cash guarantee), corresponding to a total TRY1,131 million.
However, as Fitch does not view the credit guarantee portion of
this line a sustainable solution for the refinancing of the bond,
Fitch assesses the current liquidity as insufficient to cover bond
refinancing of TRY1,162 million (nearly USD206 million). In
addition Fitch expects negative FCF over 2019-2020 of around TRY180
million-TRY150 million (equal to around USD25 million). While Yasar
has approximately USD250 million in undrawn uncommitted bank lines
(as is typical in Turkey) and enjoys strong relationships with both
local and international banks, it is exposed to an increasing risk
of reduced availability of credit and renewal at more onerous
conditions.

[*] TURKEY: Gov't. Won't Cover Banks' Bad Loan Losses
-----------------------------------------------------
Cagan Koc and Ercan Ersoy at Bloomberg News report that Turkey is
leaving banks to sort out the restructuring of debt by
themselves.

Treasury and Finance Minister Berat Albayrak told reporters in the
capital, Ankara With half of TRY400 billion (US$72 billion) of
troubled loans in the country already reorganized, the government
won't cover any losses incurred from bad loans, Bloomberg relates.


The comments come as the government works on legislation to
facilitate restructuring negotiations between lenders and borrowers
and as the economy struggles to gain momentum after a recession,
Bloomberg notes.

According to Bloomberg, President Recep Tayyip Erdogan's
administration is seeking to stoke lending even as non-performing
loans increase and profit across the industry declines.





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

ASTON MARTIN: Moody's Downgrades CFR to B3, Outlook Stable
----------------------------------------------------------
Moody's Investors Service downgraded Aston Martin Lagonda Global
Holdings plc's corporate family rating to B3 from B2 and its
probability of default rating to B3-PD from B2-PD. Concurrently,
Moody's has also downgraded the instrument ratings on the existing
senior secured bonds issued by Aston Martin Capital Holdings
Limited to B3 from B2. The outlook on both entities remains
stable.

"The downgrade of Aston Martin Lagonda's ratings reflects the lack
of progress in terms of volume growth and profitability for 2019,
following the company's trading statement, and hence continued high
negative free cash flow and high leverage", says Tobias Wagner, VP
- Senior Analyst at Moody's. "AML's weaker performance in 2019
raises the stakes for a successful execution of the upcoming SUV
DBX launch. Also given the ongoing weak and competitive market
environment, Moody's now considers it unlikely that leverage and
free cash flow will be in line with a B2 rating by 2020."

RATINGS RATIONALE

The downgrades follow AML's release of a trading statement on July
24, 2019, highlighting a weak second quarter 2019 performance and
meaningfully revising down its guidance for volume growth and
profitability in 2019. The company also mentioned that it is
anticipating that the weakness will continue for the remainder of
the year and that it is planning prudently for 2020. Given the lack
of progress in growing volumes, improving profitability and cash
flows in 2019 and given greater execution risks to AML's growth
plans into 2020 and beyond, Moody's expects Moody's-adjusted
debt/EBITDA and free cash flow for at least 2019 and 2020 to be
more commensurate with a B3 rating.

Aston Martin Lagonda's 2019 guidance revisions include wholesale
volumes (-11% mid-point), now expected at around similar levels to
2018, a company-adjusted EBITDA margin of 20% instead of 24% and a
slightly revised capex and R&D expectation of GBP300 million
instead of GBP320-340 million for the year. While the company also
highlighted that it remains on track regarding important launches
and drivers of volume growth over the next 12-18 months, such as
its first SUV DBX or the high-end Aston Martin Valkyrie, the
significant changes to wholesale volume expectations and efforts to
manage inventory ahead of those launches alongside a weak and
competitive market environment, raise the execution risks for the
significant planned step up in performance in 2020.

Moody's considers the company's liquidity profile currently as
adequate, but the company's large negative free cash flow (after
capex, interest) for 2019 and likely continued negative free cash
flow in 2020 mean cash balances will fall fast from current levels.
As of March 2019 and pro-forma for the $190 million notes issuance
in April 2019, the company carried GBP280 million of cash. The
committed GBP80 million revolving credit facility due January 2022
is essentially fully drawn. As of December 2018, the company had
GBP 29 million of short-term debt (aside from the revolver) and the
next larger maturity would be the notes in April 2022. Given the
continued need to invest into its future model line-up and lack of
growth, the company's liquidity profile has weakened in Moody's
view.

Rating Outlook

The stable outlook reflects Moody's expectation that despite the
weakened performance in 2019, the company will return to visible
growth in 2020 on the back of the SUV DBX launch and its currently
adequate liquidity profile. Moody's notes that the rating and
outlook do not incorporate the impact of a potential "no-deal
Brexit" or future trade barriers such as tariffs, which could lead
to negative implications for outlook or rating.

What Could Change The Rating Up/Down

Successful execution of the DBX launch alongside visible growth in
scale, profitability and free cash flow improvements would create
upward pressure on the rating. This would include Moody's-adjusted
debt/EBITDA improving to below 6.0x on a sustained basis,
Moody's-adjusted EBITA margin above 7% on a sustainable basis and
Moody's-adjusted FCF/debt becoming positive. Conversely, negative
pressure on the rating could come from a lack of sufficient volume
and profitability improvements, for example from weaker than
expected DBX sales, and a resulting ongoing negative free cash flow
and high leverage levels. A significant deterioration in Aston
Martin's liquidity profile shown in very little to no headroom to
cover cash needs over a period of at least 12 months would also
pressure the ratings.

LIST OF AFFECTED RATINGS

Issuer: Aston Martin Capital Holdings Limited

Downgrades:

BACKED Senior Secured Regular Bond/Debenture, Downgraded to B3 from
B2

Outlook Actions:

Outlook, Remains Stable

Issuer: Aston Martin Lagonda Global Holdings plc

Downgrades:

LT Corporate Family Rating, Downgraded to B3 from B2

Probability of Default Rating, Downgraded to B3-PD from B2-PD

Outlook Actions:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Automobile
Manufacturer Industry published in June 2017.

COMPANY PROFILE

Based in Gaydon, UK, Aston Martin Lagonda is a car manufacturer
focused on the high luxury sports car segment. Aston Martin
generated revenue of GBP1.1 billion in 2018 from the sale of 6,441
cars. AML is a UK-listed business with a market capitalization of
ca. GBP2.4 billion as of March 28, 2019. As of December 2018, its
major shareholders include the Adeem/Primewagon Controlling
Shareholder Group, including a subsidiary of EFAD Group and
companies controlled by Mr. Najeeb Al Humaidhi and Mr. Razam
Al-Roumi, with 36.05% and the Investindustrial Controlling
Shareholder Group, an Italian private equity firm, with 30.97%.
Daimler AG has also a 4.18% stake.

CARLAUREN GROUP: Enters Administration, Seeks New Owner for Group
-----------------------------------------------------------------
Business Sale reports that the Somerset-based Carlauren Group,
which owns Grade II listed wedding venue Langdon Court Hotel, has
announced that it has gone into administration.

The public announcement was made on July 24 in a letter to clients
and customers revealing that the company had appointed
administrators, but will make every effort to prevent the move
having an impact on the hotels, Business Sale relates.

According to Business Sale, the letter, signed by the group's chief
operating officer Andrew Jamieson and chief executive Sean Murray,
read: "Carlauren Group has instructed administrators.

"There is no cause for concern as this step is intended to protect
all studio owners while updating them on the companies past
financial trading by an independent third party."

The Carlauren Group is believed to have had financial difficulties
for some time, with a petition in place to wind up associated
company CHF 3 Limited, which trades from the same address, Business
Sale discloses.

In addition, the Tyndale House care home in Somerset has been
closed by the group due to financial losses with only a week's
notice, resulting in late payments for many of the home's staff,
Business Sale notes.

The administrators will now search for a new owner for the group,
who will have the opportunity to turn the company's large portfolio
around, Business Sale states.

GSM LONDON: Enters Administration, To Halt Operations
-----------------------------------------------------
Sean Coughlan at BBC News reports that GSM London, one of the
biggest private higher education providers in England, has gone
into administration and will stop teaching students in September.

The college says it has not been able to "recruit and retain
sufficient numbers of students to generate enough revenue to be
sustainable", BBC relates.

It teaches about 3,500 students, with degree courses validated by
the University of Plymouth, BBC discloses.

The college, based in Greenwich and Greenford, says 247 jobs are at
risk, BBC relays.

According to BBC, a statement from GSM London says that
"discussions are under way with other higher education providers to
identify alternative courses for our students and we will be
supporting them in the application process".



L1R HB: Moody's Affirms B2 CFR; Alters Outlook to Negative
----------------------------------------------------------
Moody's Investors Service changed the outlook to negative from
stable for L1R HB Finance Limited . At the same time, Moody's has
affirmed the B2 corporate family rating, B2-PD probability of
default rating (PDR) of the company and B2 instrument ratings.

The rating action reflects:

  -- The company's higher than expected leverage, with
Moody's-adjusted debt at 6.2x at May 31, 2019, compared to Moody's
expectations of around 5.0x-5.5x in fiscal 2019.

  -- Negative free cash flows in the first eight months of fiscal
2019 (ending September 30, 2019).

-- The company's recently announced measures to lower capex and
improve the operating performance.

RATINGS RATIONALE

The company's B2 rating reflects the company's focus on the growing
but competitive market for health and wellness products. The
offerings are mostly led by Vitamins, Minerals, Herbs and
Supplements (VHMS), a category in which the company has a strong
market position, complemented by fruits, nuts, seeds and snacks,
specialist food and drink, ethical beauty and sports nutrition. The
company has a trusted brand offering and an extensive store network
across the UK and Ireland, with an increasing international
presence.

Less positively, Holland & Barrett is facing increasing competition
across most product categories. Its recent operating performance
has fallen below expectations, affected by: lower own label sales,
which are typically more profitable; a higher than expected level
of promotions to combat the weaker consumer environment; a
disappointing performance in the food category and a flat
performance in its sports category, both where competitors have
recently improved their offering but also in vitamins and
supplements, where the company is facing greater competition both
online and in-store. Moreover, the company's main focus on the UK
means that it is exposed to the challenging conditions of the
retail market in this country, where consumer sentiment is likely
to remain weak near term. The company's small scale also constrains
the rating.

The performance of the company during the first eight months of
fiscal 2019 ending September 30 was weaker than expected. Moody's
estimates leverage of 6.2x as of May 31, 2019 on a Moody's adjusted
basis including operating leases (calculated using a five times
multiple of current rents), up from 5.3x as of March 31, 2018 and
compared to Moody's expectations of around 5.0x-5.5x in fiscal
2019. This level of leverage weakly positions the company in the B2
rating category.

A new CEO appointed in May this year intends to: continue pursuing
recent measures launched by the company to improve its offering,
including new food and beauty ranges and an improved price
architecture for the VHMS category; focus on matching the cost base
of the business to the business needs in the store network and head
office; reduce capex on new stores whilst maintaining a focus and
improving the online proposition; and continue the current cost
saving initiatives including a review of the company's
international expansion plans.

LIQUIDITY

Moody's views the company's current liquidity profile as adequate
but weaker than previously given the negative free cash flow
generated during the first 8 months of fiscal 2019 and the lower
cash balance at the end of the period compared to expectations. The
company has GBP28.9 million of cash on balance sheet at May 31,
2019, still above the company's minimum GBP20 million needed for
operating purposes but well below its expectations (GBP60-GBP70
million at the end of fiscal year 2018/2019). The company is
reducing its own minimum GBP20 million requirement for operating
purposes as it moves to monthly rents which allows it to smooth its
cash requirements. The company also has a GBP75 million revolving
credit facility expiring in 2023, which remained undrawn as at May
31, 2019. The revolving credit facility is subject to a net
leverage covenant tested quarterly only when the facility is drawn
by more than 35% and under which Moody's expects H&B to maintain
comfortable headroom. The company has no material debt maturities
until the 2024 maturity of the term loan B.

STRUCTURAL CONSIDERATIONS

Holland & Barrett's reported debt comprises a GBP825 million term
loan B, split between a GBP450 million and a euro-denominated
GBP375 million equivalent tranche both due in 2024, and a GBP75
million revolving credit facility maturing in 2023. Both the term
loan and the revolving facility rank pari passu and are guaranteed
by all material subsidiaries with more than 5% of EBITDA or gross
assets. Moody's understands that each guarantor granted security
over its material assets.

OUTLOOK

The negative outlook reflects the increased risk that the company's
performance could remain below Moody's expectations over the next
6-12 months and that its debt metrics may not recover in line with
the expectations for the rating assigned.

WHAT WOULD CHANGE THE RATING UP / DOWN

Moody's could stabilize the rating if gross debt to EBITDA improves
back below 6x, and Retained Cash Flow (RCF) to net debt is
sustained above the low teens, with improved liquidity. Although
unlikely in the near term, an upgrade would require leverage below
5x, RCF to net debt above the low teens and positive free cash flow
generation and improved liquidity. All ratios are calculated on a
Moody's adjusted basis.

WHAT COULD CHANGE THE RATING - DOWN

Downward rating pressure could arise if gross debt to EBITDA
remains above 6x, or if the company's liquidity profile
deteriorates, as evidenced, for instance, by meaningful negative
fee cash flows or unexpected drawings under the revolving credit
line. All ratios are calculated on a Moody's adjusted basis.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: L1R HB Finance Limited

Probability of Default Rating, Affirmed B2-PD

Corporate Family Rating, Affirmed B2

BACKED Senior Secured Bank Credit Facility, Affirmed B2

Outlook Actions:

Issuer: L1R HB Finance Limited

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

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

Holland & Barrett is a chain of health food shops with around 1,083
stores, mainly located in the UK but also in The Netherlands,
Sweden, Ireland and Belgium. Headquartered in Nuneaton, England,
the company is owned by LetterOne, a privately owned investment
vehicle founded in 2013 by five Russian investors. The largest
individual shareholder is Mikhail Fridman.

RMAC SECURITIES 2006-NS1: S&P Hikes Cl. B1c Notes Rating to BB(sf)
------------------------------------------------------------------
S&P Global Ratings raised its credit ratings on the class A2a, A2c,
M1a, M1c, M2a, M2c, and B1c notes from RMAC Securities No. 1 PLC's
series 2006-NS1; the class M2a, M2c, B1a, and B1c notes from series
2006-NS4; and the class M1a, M1c, M2c, B1a, and B1c notes from
series 2007-NS1. At the same time, S&P has affirmed its ratings on
all other classes of notes from these transactions.

S&P said, "The rating actions follow the implementation of our
revised counterparty criteria and assumptions for assessing pools
of residential loans. They also reflect our full analysis of the
most recent transaction information that we have received and the
transaction's current structural features.

"Upon revising our structured finance counterparty criteria, we
placed our ratings on all classes of notes from these transactions
under criteria observation. Following our review of the
transactions' performance, the application of our structured
finance counterparty criteria, and our updated assumptions for
rating U.K. residential mortgage-backed securities (RMBS)
transactions, our ratings on these notes are no longer under
criteria observation.

"For RMAC Securities No. 1's series 2006-NS1, Natwest Markets PLC
provides the currency swap contract, which was not in line with our
previous counterparty criteria. Under our new criteria, our
collateral assessment is moderate, and considering the downgrade
language in the swap documents and the current resolution
counterparty rating (RCR) on Natwest Markets PLC, the maximum
supported rating on the notes is 'A+ (sf)', which is the RCR plus
one notch. We recently raised our RCR on Natwest Markets PLC to
'A/A-1' from 'A-/A-2'.

"For RMAC Securities No. 1's series 2006-NS4, Barclays Bank PLC
provides the currency swap contract, which was not in line with our
previous counterparty criteria. Under our new criteria, our
collateral assessment is moderate, and considering the downgrade
language in the swap documents and the current RCR on Barclays Bank
PLC, the maximum supported rating on the notes is 'AA- (sf)', which
is the RCR plus one notch.

"For RMAC Securities No. 1's series 2007-NS1, Barclays Bank PLC
provides the currency swap contract, which was not in line with our
previous counterparty criteria. Under our new criteria, our
collateral assessment is weak, and considering the downgrade
language in the swap documents and the current RCR on Barclays Bank
PLC, the maximum supported rating on the notes is 'A+ (sf)', which
is the RCR.

"Additionally, our ratings on these transactions' notes are capped
at our 'A' long-term ICR on the bank account provider, Barclays
Bank PLC, following its short-term rating falling below 'A-1' and
its failure to take remedy action.

"After applying our updated U.K. RMBS criteria, the overall effect
in our credit analysis results in an increase in the
weighted-average foreclosure frequency (WAFF), in particular at the
lower rating levels. This follows our updated arrears analysis in
which the arrears adjustment factor is now the same at all rating
levels. The main improvement has been related to the loan-to-value
(LTV) ratio we used for our foreclosure frequency analysis, which
now reflects 80% of the original LTV and 20% of the current LTV.

"Our weighted-average loss severities have decreased at all rating
levels, driven by the revised jumbo valuation thresholds and the
introduction of a separate Greater London category."

  Credit Analysis Results

  RMAC Securities No. 1 series 2006-NS1  
  Rating level WAFF (%) WALS (%)
  AAA           29.11    31.31
  AA            24.04    23.90
  A          21.09    12.39
  BBB        17.73    6.89
  BB           14.10    4.12
  B             13.18    2.32

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

  Credit Analysis Results
  RMAC Securities No. 1 series 2006-NS4  
  Rating level WAFF (%) WALS (%)
  AAA           29.30    35.41
  AA           24.37    27.63
  A          21.55    15.35
  BBB        18.49    8.97
  BB           15.34    5.55
  B            14.52     3.24

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

  Credit Analysis Results
  RMAC Securities No. 1 series 2007-NS1  
  Rating level WAFF (%) WALS (%)
  AAA          29.98    34.80
  AA           25.19    27.68
  A             22.29    16.54
  BBB        19.00    10.57
  BB            15.58    7.02
  B             14.72    4.52

  WAFF--Weighted-average foreclosure frequency.
  WALS--Weighted-average loss severity.

S&P has determined that its assigned ratings on the classes of
notes should be the lower of the rating as capped by its
counterparty criteria and the rating that the class of notes can
attain under its U.K. RMBS criteria.

RMAC Securities No. 1's series 2006-NS1, 2006-NS4, and 2007-NS1 are
U.K. nonconforming RMBS transactions. Paratus AMC Ltd. (formerly
known as GMAC-RFC Ltd.) originated the loans.

  Ratings List

  RMAC Securities No. 1 PLC
  
  Series Class Rating to Rating from
  2006-NS1 A2a A (sf)   A- (sf)
  2006-NS1 A2c A (sf)   A- (sf)
  2006-NS1 M1a A (sf)   A- (sf)
  2006-NS1 M1c A (sf)   A- (sf)
  2006-NS1 M2a A (sf)   A- (sf)
  2006-NS1 M2c A (sf)   A- (sf)
  2006-NS1 B1c A (sf)   BBB+ (sf)
  2006-NS4 M2a A (sf)   A- (sf)
  2006-NS4 M2c A (sf)   A- (sf)
  2006-NS4 B1a BBB (sf)        BB- (sf)
  2006-NS4 B1c BBB (sf)        BB- (sf))
  2007-NS1 M1a A (sf)     A- (sf)
  2007-NS1 M1c A (sf)    A- (sf)
  2007-NS1 M2c A (sf)   BBB (sf)
  2007-NS1 B1a BB (sf)   B+ (sf)
  2007-NS1 B1c BB (sf)   B+ (sf)

  Series Class Rating
  2006-NS4 A3a A (sf)
  2006-NS4 M1a A (sf)
  2006-NS4 M1c A (sf)
  2007-NS1 A2a A (sf)
  2007-NS1 A2b A (sf)
  2007-NS1 A2c A (sf)

VICTORIA PLC: Fitch Puts Final BB Rating to EUR330MM Sr. Sec. Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Victoria plc's EUR330 million senior
secured notes due 2024 a final rating of 'BB'/'RR2' following the
receipt and review of the company's final financing documentation.

Victoria's 'BB-' IDR reflects a business profile that is in line
with its expectations for a 'BB' category rating. In its view,
Victoria's established market position, competitive offering at the
higher end of the European flooring market, diversified customer
base of independent retailers and high profitability through the
cycle compensate for its relatively small scale and moderate
product and geographical diversification in comparison with
building products peers in the Fitch-rated portfolio.

The financial structure is weak for the rating with expected funds
from operations (FFO) adjusted net leverage at around 4.7x (around
3.7x on a net debt/EBITDA basis) in the year to March 30, 2019
(FY19) following the acquisition of Spanish ceramic tile maker,
Saloni. Margin improvements due to cost-savings programmes as well
as synergies from acquisitions have resulted in healthy free cash
flow (FCF) generation and suggest capacity to deleverage. Fitch
forecasts leverage to improve to below 4.0x by FY20. Additionally,
the financial profile is supported by Victoria's stated financial
policy that leverage will be maintained within a range of the
company-adjusted 2.0x-3.0x net debt/EBITDA.

KEY RATING DRIVERS

Increasingly Challenging Market Conditions: Market conditions have
been challenging for Victoria in FY19, particularly in soft
flooring. This is largely due to UK consumer uncertainties over
Brexit delivering modest growth in the UK for 1H19 and tighter
mortgage lending in Australia, which resulted in like-for-like
declines on the top line for Australia. Despite this Victoria has
managed to preserve margins and expects to gain market share over
the rating horizon. Fitch views the challenges in the soft-flooring
market to be short term and forecast the company will continue its
like-for-like single-digit growth over FY20-23.

Funding Structure with Deleveraging Potential: Victoria is aiming
to implement a new capital structure incorporating a Term Loan A of
GBP143 million, senior secured notes of EUR330 million and a
revolving credit facility (RCF) of GBP60 million. This structure
offers Victoria increased capital diversification and flexibility
and will also provide some natural FX hedging for Victoria, given
its cost base exposure to the UK, Europe and Australia. Further
capital structure strength is provided through Victoria's
deleveraging commitment, given the amortising loan profile and
covenants of the term loan facility.

Acquisition-Driven Growth in Fragmented Market: Victoria has
delivered significant growth in revenues and profitability since
2013, mainly via acquisitions. The group plans to continue doing so
over the forecast period, driven by opportunities presented from
the fragmented nature of its core markets. The acquisitive strategy
entails moderate execution risks, in its view. However, Fitch views
the management team as experienced and disciplined, with a track
record of successful integrations and reasonable acquisition
valuation multiples. Fitch also believes that if there was an
economic downturn, Victoria could stop making acquisitions without
compromising its overall deleveraging capacity.

Higher Margin Ceramic Tiles: Over FY17-19, Victoria acquired a
number of ceramic tile companies in Italy and Spain, which
increased the scale of the business and broadened the range of
products and geographies. The higher margin nature of the ceramic
tiles businesses will also boost the group's profitability as they
are contributing over 60% of EBITDA in FY19. Fitch has yet to see
the performance of the newly acquired tiles businesses through an
economic downturn but Fitch believes ceramics to be more cyclical,
introducing potential future volatility.

Better Resilience Through Last Cycle: Victoria has demonstrated
relatively better revenue and profit resilience during the last
financial crisis and economic downturn than some of its building
products peers in Fitch's leveraged finance portfolio. Fitch
believes that the resilience results from the company's focus on
the improvement and repair segment of the market (as opposed to new
build), its strategy to target customers that are relatively less
price sensitive in the mid/high-end of the market (as opposed to
mass market) and its wide customer base, which involves many
independent flooring retailers with no particular distributor
concentration.

Upper Market Target: Fitch believes that consumers in the mid-high
end of the market are less price-sensitive than those in the mass
market. As a result, Fitch believes that unlike its mass-market
competitors, Victoria can maintain its prices and retain customers
under more difficult market conditions. In a challenging UK
consumer spending environment, Fitch notes that Victoria had
like-for-like revenue growth of 3.3% yoy (YTD August 2018) in its
UK division, which contrasts with Balta, one of its direct
competitors in the UK market, which suffered deeply negative
like-for-like sales evolution over the same period.

Large Europe and UK Exposure: Victoria lacks the geographical
diversification of some of its higher-rated peers. Nearly 80% of
EBITDA is generated in Europe (28% in the UK), pro forma for the
most recent acquisitions. Fitch sees potential downside risk for
consumer spending in the UK as Brexit looms together with uncertain
trends in certain European countries like Spain (making up 24% of
EBITDA pro forma for the acquisitions), although Victoria's
position at the higher end of the market mitigates this risk.
Additionally, FX headwinds resulting from Brexit uncertainty (and
potentially weaker sterling) may have an adverse impact, albeit
mild, on Victoria's profitability as UK operations partly rely on
euro-denominated raw material imports.

Variable Cost Base, Lower Capex Intensity: Over the past few years,
the company has sought to establish a more variable cost base and
has undertaken various initiatives to rationalise its cost
structure and logistics as well as selectively outsource
manufacturing in specific areas. Margins could be adversely
impacted by a drop in volumes in a recession as consumers may delay
their floor renewal decisions or look for cheaper alternatives.
However, Fitch believes that these changes put Victoria in a better
position to withstand the next downturn. As a result, Victoria has
relatively lower capex intensity than most of its peers, stronger
FCF generation and Fitch expects the FCF margin to be around
6.0%-6.5% over the rating horizon.

Moderate Leverage, Clear Financial Policy: Fitch forecasts FFO
adjusted net leverage to be slightly below 4.0x over FY20-23
following the recent acquisitions and the prospective issuance of
the new bond and loan facilities. Fitch has assumed leverage
metrics will remain stable over the rating horizon as management
plans to make further partly debt-funded acquisitions. However, the
enhanced scale and diversification resulting from the acquisitions
should help the company tolerate moderately higher leverage. The
'BB-' rating is supported by Victoria's stated financial policy
that leverage will be maintained within a range of 2.0x-3.0x net
debt/EBITDA.

DERIVATION SUMMARY

Victoria is significantly smaller and less diversified than Mohawk
Industries Inc. (BBB+/Stable), the world's leading flooring
manufacturer. In its view, Victoria exhibits a business profile
that is consistent with the 'BB' category. The group's
profitability levels are particularly strong based on its Building
Products Navigator, due to the focus on higher quality products
offerings and the high-margin ceramic businesses the company has
acquired. However, Fitch believes that the IDR is better placed at
the 'BB-' level "through the cycle" given the company's decision to
re-leverage the capital structure to finance its expansion into
ceramic tiles.

The company has a target net leverage of 2.0x EBITDA (absent
acquisitions), but Fitch believes that leverage is likely to be
maintained around 3.0x (4.0x on a FFO net basis) over its rating
horizon given the company's M&A appetite.

Leverage and coverage ratios and FFO margin are consistent with
similarly-sized peer L'Isolante K-Flex (B+/Stable), which is more
diversified geographically, but operates in a niche market. As a
listed company, Victoria also benefits from more diverse sources of
funding than private-equity owned, higher leveraged companies
operating in the same segment, which tend to be rated in this
sector in the single 'B' category.

KEY ASSUMPTIONS

  - Revenue forecast to grow by 10%-15% per year over FY20-22,
largely driven by further acquisitions.

  - EBITDA margins are expected to remain above 17% over FY20-23,
driven by favourable business mix effects from acquiring higher
margin ceramic tiles businesses.

  - Capex over the forecast period is expected to be steady at
4.0%-4.5% of sales.

  - Change in net working capital is expected to be limited in line
with historical levels.

  - Acquisitions forecast over the rating horizon are to be funded
by the additional debt and equity.

  - The bridge loan is assumed to be refinanced in the bond market
in July 2019 conservatively at 6.25% coupon.

Key recovery rating assumptions:

  - The recovery analysis assumes a going concern scenario

  - A 10% administrative claim

  - The going concern approach estimate of GBP368 million reflects
Fitch's view of the value of the company that can be realised in a
reorganisation and distributed to creditors

  - Fitch estimates the total amount of debt for claims at GBP507
million

- These assumptions result in a recovery rate for the prospective
bond within the 'RR2' range to generate a one-notch uplift to the
debt rating from the IDR.

RATING SENSITIVITIES

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

  - Continued increase in scale and product/geographical
diversification as well as successful integration of the latest
acquisitions, leading to:

  - FFO adjusted net leverage below 2.5x

  - EBITDA margin increasing towards 19%

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

  - Material drop in EBITDA margin towards 15%

  - Breach of stated financial policy leading to FFO adjusted net
leverage above 4.0x for a sustained period

  - FCF margin reduced to lower single digit

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch estimates the liquidity as of FY19 to be
adequate, as the main maturity falls in August 2020, but can be
extended for the next five years if required. Victoria's
refinancing has extended the maturity schedule as well as providing
the company with access to different sources of financing.
Liquidity is further supported by an available RCF of GBP60
million.

SUMMARY OF FINANCIAL ADJUSTMENTS

  - Fitch has treated EUR10 million of cash as not readily
available for debt service given working capital requirements.

  - Fitch has adjusted its leverage calculation by capitalising the
operating lease expense at an 8x multiple, in line with its
criteria.

WOODFORD EQUITY: Fund Manager Scrambles to Address Breach
---------------------------------------------------------
Harriet Russell at The Telegraph reports that troubled fund manager
Neil Woodford is scrambling to address a breach of regulatory
limits on unquoted stocks in his suspended equity income fund after
two of his stock picks delisted from the Guernsey stock exchange.

European rules mean that only 10% of his fund is allowed to be
invested in stocks that are not listed on or are due to be admitted
to an eligible exchange, The Telegraph notes.

Benevolent AI and Industrial Heat have chosen to delist from The
lnternational Stock Exchange (TISE), meaning Mr. Woodford's fund
will breach this limit, The Telegraph discloses.  Usually, fund
managers are expected to correct a breach within six months, The
Telegraph states.

As reported by the Troubled Company Reporter-Europe on June 5,
2019, The Telegraph related that trading of Mr. Woodford's flagship
Equity Income fund was suspended due to high levels of withdrawals
from investors.  According to The Telegraph, the GBP3.7 billion
fund suffered heavy outflows since its assets peaked at GBP10.2
billion in June 2017 -- with GBP560 million pulled out of the fund
in the last month alone.  It has been among the worst performing
income funds since it peaked in 2017 and for investors that bought
at the launch positive returns made at the start have been all-but
wiped out, The Telegraph noted.



                           *********


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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re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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