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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, October 17, 2019, Vol. 20, No. 208

                           Headlines



C R O A T I A

3 MAJ: Accounts Unblocked, Appeals Enforcement Proceedings
ULJANIK GROUP: Creditors Urged to Allow Firm to Continue Operations


G E O R G I A

GEORGIAN OIL: S&P Raises ICR to 'BB-', Outlook Stable


G E R M A N Y

TRAVIATA BV: S&P Gives Prelim. 'B' LongTerm Issuer Credit Rating


G R E E C E

GREECE: Draws Up Plan to Reduce Banks' Toxic Debt Pile


I R E L A N D

EIRCOM FINANCE: Moody's Rates Proposed EUR350MM Sr. Sec. Notes B1
PURPLE FINANCE 2: Moody's Rates EUR11.6MM Class F Notes B3
PURPLE FINANCE 2: S&P Assigns B-(sf) Rating on Class F Notes


I T A L Y

BRIGNOLE CQ 2019-1: DBRS Finalizes BB(low) Rating on Class E Notes
CREDITO EMILIANO: Moody's Assigns Ba1 Sr. Debt Rating
EMERALD ITALY 2019: DBRS Gives Prov. BB(high) Rating on D Notes
EVOCA SPA: Moody's Rates EUR550MM Sr. Sec. Notes 'B2'
EVOCA SPA: S&P Affirms 'B' ICR on Refinancing, Outlook Stable

ROSSINI SARL: Moody's Rates Proposed EUR650MM Sec. Notes 'B3'


K A Z A K H S T A N

ATFBANK JSC: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
EURASIAN BANK: S&P Withdraws 'B-/B' Issuer Credit Ratings


L U X E M B O U R G

ALTICE LUXEMBOURG: S&P Affirms 'B-' Rating on Senior Secured Notes


N E T H E R L A N D S

CLAY HOLDCO: Moody's Assigns B2 Corp. Family Rating, Outlook Stable
CLAY HOLDCO: S&P Assigns Prelim. 'B' Long-Term Issuer Credit Rating
NOURYON HOLDING: Fitch Affirms B+ LongTerm IDR, Outlook Stable


P O R T U G A L

MADEIRA: DBRS Confirms R-4 Short Term Issuer Rating, Trend Stable


R U S S I A

EURASIA DRILLING: Fitch Affirms BB+ LongTerm IDR, Outlook Stable


S W I T Z E R L A N D

JEWEL UK: Moody's Withdraws B1 CFR for Business Reasons


T U R K E Y

ALTERNATIFBANK AS: Fitch Affirms B+ LT IDR, Outlook Negative
KUVEYT TURK: Fitch Affirms 'B+' LongTerm IDR, Outlook Negative


U N I T E D   K I N G D O M

BLERIOT MIDCO: S&P Assigns Prelim. 'B-' LT Issuer Credit Rating
DECO 2014-TULIP: DBRS Confirms BB(high) Rating on Class E Notes
PINEWOOD GROUP: Moody's Withdraws Ba3 CFR for Business Reasons
RMAC PLC 1: S&P Raises Rating on Class X2 Notes to CCC+
THOMAS COOK: Emergency Measures Drawn Up Following Collapse

TOMLINSONS DAIRIES: Enters Administration, 330 Jobs Affected
WOODFORD INCOME: Income Focus Fund Placed Under 28-Day Suspension

                           - - - - -


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C R O A T I A
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3 MAJ: Accounts Unblocked, Appeals Enforcement Proceedings
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SeeNews reports that Croatian shipyard 3. Maj on Oct. 16 said its
accounts have been unblocked.  The company, according to the
report, made the announcement in a filing with the Zagreb Stock
Exchange (ZSE) without giving any further details.

Earlier, on Oct. 14, the company said in a similar brief statement
its accounts had been blocked temporarily over enforcement
proceedings launched by an unnamed company, adding it had taken
legal action against the proceedings since it does not recognize
the respective claims as overdue.

News daily Poslovni Dnevnik reported on Oct. 16 that the accounts
were blocked by one of 3. Maj's suppliers, Bosnian company
Cosicpromex, over a claim of some HRK6.8 million (US$1.0
million/EUR915,000), SeeNews cites. Poslovni said 3. Maj has filed
an appeal against the enforcement proceedings, requesting for their
postponement until the appeal process is completed.

The commercial court in Riejka decided last month not to launch
bankruptcy proceedings against 3. Maj because the shipyard had
proved it had settled all overdue debt and submitted evidence
showing its account was no longer blocked over unpaid debt, SeeNews
recounts.  The court's decision came after the government decided
to issue guarantees for a HRK150 million  life-saving loan from the
state-owned development bank HBOR, aimed at helping 3. Maj pay wage
arrears and restart production, SeeNews states.

A condition for the loan approval was that all 3. Maj creditors,
including the state, had to agree to postpone until September 1,
2021, the repayment of debt owed to them by the shipyard, SeeNews
relays.

                       About 3 Maj

3 Maj is part of troubled shipbuilding group Uljanik.  The group
includes another major shipyard in Croatia, Uljanik Shipyard, along
with smaller subsidiaries.


ULJANIK GROUP: Creditors Urged to Allow Firm to Continue Operations
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SeeNews reports that the creditors of Croatia's troubled
shipbuilding group Uljanik should vote at their meeting on Oct. 25
to allow the company to continue operations, the bankruptcy trustee
Marija Ruzic said.

According to SeeNews, Ms. Ruzic also said in an Oct. 14 statement
that the creditors should authorize the bankruptcy trustee to
prepare within 30 days Uljanik's business plan and at the same
time, to establish whether there are grounds for drafting a
bankruptcy plan.

These are several of the proposals Ms. Ruzic has made to Uljanik's
creditors in her report on the economic situation at the company,
SeeNews discloses.

The bankruptcy trustee also said that the total value of the five
vessels under construction at Uljanik is estimated at HRK1.63
billion (US$242 million/EUR219 million), while several creditors
have settlement rights on these vessels in the amount of HRK2.93
billion, SeeNews notes.

Moreover, the second tier of creditors have submitted claims worth
HRK4.86 billion against the company, SeeNews relays, citing the
report.

                      About Uljanik Group

Uljanik Group is a shipbuilding company and shipyard in Pula,
Croatia.  It comprises of Uljanik Shipyard and 3.Maj.  It employed
about 1,000 people at May 2019.

On May 13, 2019, the commercial court in Pazin launched bankruptcy
proceedings against the Uljanik Group. Marija Ruzic is named as
bankruptcy trustee.

The Company's accounts have been frozen for more than 200 days by
the time if filed for bankruptcy. Uljanik encountered financial
troubles in the past years due to a global crisis in the
shipbuilding sector. The Croatian government also declined to
support a restructuring of the Company in early 2019.




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G E O R G I A
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GEORGIAN OIL: S&P Raises ICR to 'BB-', Outlook Stable
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S&P Global Ratings raised its ratings on Georgian Oil and Gas Corp.
JSC (GOGC) to 'BB-' and affirmed its 'B+' ratings on Georgian
Railway JSC (GR) and its debt.

S&P said, "The rating action on GOGC follows the similar action on
Georgia. It also reflects our view of a very high likelihood of
extraordinary state support for the company and its unchanged
stand-alone credit profile (SACP) of 'b+'. We believe the
commissioning of the Gardabani II power station in late 2019 should
help normalize financial metrics following the recent peak in
capital expenditure (capex), with debt to EBITDA below 4x and funds
from operations (FFO) to debt above 20% already in 2020."

The affirmation of GR balances Georgia's improved creditworthiness,
reflected in the sovereign upgrade, with the risks the company
could face without additional state support. These include
difficulties in servicing its debt because of high leverage, with
FFO to debt at about 5% and debt to EBITDA of 7x-9x, and the
gradual use of the company's currently sizeable cash reserves for
capex.

S&P said, "We observe a widening gap between the sovereign rating
(BB/Stable/B) and GR's SACP, which we currently view at 'b'. If the
company's performance is deteriorating and, if the government does
not provide any additional support, we could revise the likelihood
of support down from very high. Based on this, we have not
automatically upgraded GR following the upgrade of the sovereign.

"Still, we understand that GR currently has substantial cash
balances exceeding Georgian lari (GEL) 200 million, and sufficient
time to refinance before its $500 million debt maturity in 2022. We
also believe that the government may consider supportive measures
to improve the company's capital structure, for example, via
government loans, equity injections, by acquiring unused
infrastructure, or other similar methods. Therefore, we have
affirmed our ratings on GR and its debt at B+.

"The stable outlook on GOGC reflects that on the sovereign. It also
takes into account our view of the very high likelihood of state
support to the company; its sizeable cash balances and relatively
stable earnings; cash flows from the electricity generation
segment; and its ability to maintain adequate liquidity. We balance
these factors with risks related to the sizeable investment budget,
potential cost overruns, delays at the Gardabani II construction
project, and volatile gas trading margins. Under the stable
outlook, we assume GOGC will address the refinancing of the
Eurobond maturing in 2021 at least 12 months in advance.

"In our base case for 2019, we currently assume a temporary
deterioration in credit metrics, spurred by higher gas purchasing
costs versus flat domestic social gas prices and a peak in capex.

"In 2019, we anticipate debt to EBITDA will peak at 4.7x and FFO to
debt will decline to 16% (all ratios are on a gross basis). Still,
we believe the launch of the Gardabani II power station in late
2019 should facilitate a quick recovery in credit metrics." The
plant will contribute about GEL70 million ($26 million) to GOGC's
EBITDA starting from 2020, which should allow debt to EBITDA of
below 4.0x and FFO to debt exceeding 20% from the same year.

The developing outlook on GR encompasses the current range of
rating outcomes, which depend on state support as well as the
company's ability to improve its operating performance and capital
structure, and maintain adequate liquidity.




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G E R M A N Y
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TRAVIATA BV: S&P Gives Prelim. 'B' LongTerm Issuer Credit Rating
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S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Traviata B.V., a holding company 100% owned by KKR
and its preliminary 'B' issue rating to its EUR725 million senior
secured term loan B.

Axel Springer SE is a diversified digital publisher focused on
online classifieds and news content, with operations mainly in
Germany, France, the U.K., and Eastern Europe.  KKR acquired 44% of
Axel Springer through Traviata B.V., a holding company 100% owned
by KKR. Traviata will take on the acquisition debt.

The final ratings on Traviata will depend on S&P's receipt and
satisfactory review of all final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of final ratings. If S&P Global Ratings does not receive
the final documentation within a reasonable time frame, or if the
final documentation departs from materials reviewed, S&P reserves
the right to withdraw or revise its ratings. Potential changes
include, but are not limited to, shares terms, utilization of the
loan proceeds, maturity, size and conditions of the loans,
financial and other covenants, security, and ranking.

Private equity firm KKR acquired 44% of German media group Axel
Springer SE (AS) following the launch of a voluntary takeover offer
on the company's floating public shares. The existing shareholders,
Dr. Friede Springer, the widow of the founder, and Dr. Mathias
Döpfner, the group's CEO, will remain principal shareholders with
more than 45% of the shares together.

Traviata will take on a EUR725 million senior secured term loan B
to support the acquisition. The financing package also includes a
EUR175 million revolving credit facility (RCF) that will remain
undrawn at closing. The credit facilities are structurally
subordinated to existing debt at AS, although they benefit from
security over Traviata's shares in the media company.

S&P said, "We apply a proportionate consolidation method to derive
the preliminary rating on Traviata. This reflects our view that,
although Traviata is not AS' majority shareholder, it will have
joint control, alongside Dr. Springer, over AS' dividend policy and
other key strategic decisions (including budget, acquisition, or
additional indebtedness), as stated in the shareholder agreement
that runs until 2031 between KKR, Dr. Springer, and Dr. Döpfner.
As such, our consolidated credit metrics for Traviata are
calculated on the basis of 44% of AS' EBITDA, cash flows and debt,
and Traviata's EUR725 million senior secured term loan B, as well
as additional adjustments primarily comprising operating leases and
restructuring costs.

"We consider that Traviata's credit quality is mainly constrained
by its high financial leverage; we anticipate an adjusted debt to
EBITDA of 6.5x-7.0x in 2019 and about 7.0x in 2020. The higher
leverage in 2020 reflects our adjustments in which we include
planned restructuring costs to our EBITDA calculations.

"We also factor in the risky funding structure, since Traviata
relies solely on AS' dividends to service its debt. We view as a
risk the absence of a minimum dividend in the shareholders'
agreement. This means that both parties--KKR on one side and Dr.
Springer and Dr. Döpfner on the other--will need to agree
unanimously on dividends. Without a consensus, arbitration would be
the route to an agreement. We believe this kind of process could
delay dividend payments, causing Traviata to rely on its RCF to pay
interests on its term loan B. We note that the RCF could cover up
to four years of interest payments at Traviata level, and that its
springing covenant (which only applies when the RCF is drawn at 40%
or more) is set with ample headroom at 8.75x net proportionate
leverage (i.e. calculated on a reported basis using the
proportionate consolidation method).

"Our preliminary assessment of Traviata's credit quality relies on
a dividend payout to AS' majority shareholders of EUR125 million
per year, as per information received from KKR. This payout
corresponds to EUR55 million attributable to Traviata, which will
be used to pay the holding company's debt interest payments and
other costs, totaling EUR35 million-EUR40 million a year. This
translates into an EBITDA-to-interest cover ratio at Traviata
(stand-alone) of around 1.5x, which we view as aggressive for our
'B' rating level, leaving no headroom for any underperformance or
disagreement on dividend payments. That said, we note that AS has a
good track record of paying dividends, as we have observed in the
trajectory of its rising dividend payout, even during an economic
downturn. The lowest dividend payment over the past 10 years was
EUR131 million in 2008. We also understand that the agreement
between the shareholders points to all parties' strong interest in
protecting the value of AS and includes a consensus that will
enable Traviata to fully service its debt, which is secured on AS
shares."

AS is one the largest European digital publishers and has
successfully shifted its sources of revenues from print to digital,
with 87% of the group's adjusted EBITDA coming from digital in the
first half of 2019, versus 4% in 2008, thanks to strategic
acquisitions and a focus on developing its existing digital
businesses. The group has a larger scale of operations than peers'
in the digital classifieds media industry; its adjusted EBITDA was
EUR487 million in 2018 in this segment. S&P views AS' operations as
highly reliant on macroeconomic conditions such as unemployment and
turnover rate, which could affect its job listing portals,
Stepstone Group, from which the group derives about 33% of its
EBITDA. However, S&P believes the real estate and the auto
classifieds are more resilient to economic cycle than the job
classifieds. This is because in a downturn, clients continue to
advertise cars and apartments, while companies tend to hire less
and job turnover rate decreases. AS' EBITDA in these segment also
represents 33% of the total group EBITDA. Sixty-eight percent of
AS' total revenues come from advertising, while more than 50% come
from the digital classifieds segment and are actually
subscription-like revenues with very high EBITDA margins of about
40%. For example, in Stepstone Group, companies and agencies buy
listing volumes in advance for periods of up to one year with
retention rates of more than 95%, which makes AS less dependent of
the European advertising market.

In its News Media segment, AS is still exposed to the declining
press distribution market, resulting in the drop in print
circulation revenues. As of the first half of 2019, circulation
revenues in the News Media segment decreased by 5.9%. However,
despite the persistent structural decline in the print industry,
more and more people turn to the internet for news consumption.
There is an increasing willingness to pay for digital quality
content in Europe. Economically successful offers, such as those
from The New York Times or Netflix, prove that media content can be
monetized via reached-based models as well as subscriptions. The
global digital newspaper circulation market, at EUR386 million, is
relatively small compared with the EUR4.6 billion in the print
distribution market. That said, overall market growth in
distribution will likely take place online over the next few years,
while the print market will continue to decline. Conversely, S&P
projects that the online distribution market will expand by around
7% on average each year until 2022. The AS brands in this segment,
BILDplus and WELTplus, grew in digital news subscription to 512,000
users in 2018 from 421,000 in 2016, unlocking scale effects.

S&P said, "We understand AS' strategy is to manage its transition
from print to digital in its News Media segment while supporting
the topline growth of its Classifieds Media segment by investing in
brands and sales force. The group's strategy includes a significant
restructuring program of its print assets in Germany, which should
amount to EUR116 million over three years, starting in 2019. This
plan will constrain the group's total profitability, with an
adjusted EBITDA margin declining to 20%-21% in 2019 and to 19%-20%
in 2020, from 22.6% in 2018, as per our estimates. We therefore
expect Traviata's adjusted debt to EBITDA to be about 7.0x in 2020,
on a proportionate consolidation basis, from 6.5x-7.0x expected
post transaction. Despite the decline in profitability and the
EUR125 million dividend distribution in 2020, we still forecast AS
to generate comfortable levels of cash flows, in addition to the
expected proceeds from the 2020 sale of the group's Berlin site for
a total consideration of about EUR395 million.

"The stable outlook reflects our view that Traviata's S&P Global
Ratings-adjusted debt to EBITDA will be between 6.5x and 7.0x in
2019 and about 7.0x in 2020, on a proportionate consolidation
basis. It also reflects our assumption that AS will pay a dividend
of at least EUR125 million, translating into an EBITDA-interest
cover of about 1.5x at Traviata on a stand-alone basis.

"We could lower the rating if Traviata received dividends less than
the projected EUR55 million to service its EUR35 million-EUR40
million of interest payments. This would occur if AS paid less than
EUR125 million of annual dividends to its main shareholders. We
could also lower the rating if AS underperformed or if its credit
metrics deteriorated, questioning its ability to pay at least
EUR125 million of its annual dividends to shareholders.
Furthermore, a negative rating action could arise if we perceived
any potential disagreement or misalignment among the main
shareholders, which could delay any decision or payment of
dividends."

An upgrade is remote over the next 12 months, due to Traviata's
high leverage, financial sponsor ownership, and holding structure
that makes it reliant on AS' dividends for its debt service. An
upside is all the more remote at this stage due to the lack of
minimal dividend payment stated in the shareholder agreement and
our expectations that the current dividend policy will only cover
Traviata's interest by 1.5x, leaving no headroom for
underperformance.




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G R E E C E
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GREECE: Draws Up Plan to Reduce Banks' Toxic Debt Pile
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Sotiris Nikas, Nikos Chrysoloras, and Sonia Sirletti at Bloomberg
News report that the Greek government has set out its blueprint for
helping the country's banks reduce a EUR75 billion (US$83 billion)
pile of toxic debt left over from the last recession.

According to Bloomberg, the plan aims to speed up sales of
non-performing loans by Greek lenders, repackaging them into
securities with the state guaranteeing the safest portions.  It's
based on a model used in Italy but unlike that program, the safest
tranches of Greece's NPLs will have a BB- rating -- three steps
into junk territory, Bloomberg notes.

Those senior notes will be repaid first in a "waterfall" structure,
according to an internal European Commission memo authorizing the
program seen by Bloomberg.  

Greece's economic recovery is being hindered by the amount of bad
loans held by banks, a legacy of the country's debt crisis that
forced it to seek multiple international bailouts, Bloomberg
states.




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I R E L A N D
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EIRCOM FINANCE: Moody's Rates Proposed EUR350MM Sr. Sec. Notes B1
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 rating to the proposed
EUR350 million senior secured notes due 2025, to be issued by
eircom Finance Designated Activity, a subsidiary of eircom Holdings
(Ireland) Limited or the group. The outlook is stable.

Proceeds from this debt issuance will be used to partially repay
the existing EUR 1.8 billion term loan due in May 2026 issued by
eircom Finco S.a.r.l.

"The refinancing is leverage neutral and will bring some interest
savings, supporting free cash flow generation, but could reduce
modestly the weighted debt maturity profile," says Ernesto Bisagno,
a Moody's VP-Senior Credit Officer and lead analyst for eir.

RATINGS RATIONALE

The B1 rating on the proposed notes is in line with the rating on
existing notes, Term Loan B and corporate family rating of B1. The
notes are guaranteed by the same entities that guarantee the senior
credit facility and are secured over the same collateral, on a pari
passu basis, with the senior credit facility.

Moody's notes that the transaction is leverage neutral since
proceeds from the senior secured notes issuance will be used to
partially repay the existing EUR 1.8 billion term loan, hence not
affecting the group's Moodys-adjusted debt/EBITDA of 4.8x as of
June 2019. The transaction will support free cash generation over
fiscal 2020, as annual interest savings will amount to around EUR 6
million.

While the refinancing could reduce moderately the weighted average
life of the debt, the maturity profile of the company remains well
extended with no debt repayment due before 2025.

eir's B1 corporate family rating reflects the company's (1)
integrated business model and improving network quality; (2)
leading position in the fixed-line market as Ireland's incumbent
operator, its position as the third-largest operator in the mobile
segment and its acquisition of key content that enables it to
provide quadruple-play offerings; and (3) significant improvement
in leverage and financial flexibility over recent years, driven by
stronger cash flow generation, reduced interest expenses and —
more recently — a lower IAS pension deficit.

The rating also reflects eir's (1) still moderate yet improving
free cash flow (FCF)/net debt and relatively high leverage compared
with European incumbents; (2) the more aggressive financial policy
signaled by the dividend recapitalisation completed in April 2019
and some weakening in liquidity management; and (3) the highly
competitive environment in the Irish market and Ireland's (A2
stable) economic susceptibility to adverse effects from the Brexit
uncertainty.

RATIONALE FOR STABLE OUTLOOK

Moody's expects adjusted leverage to improve to 4.6x in fiscal 2021
from 4.8x at June 2019, supported by positive earnings growth and
good free cash flow generation. The stable outlook reflects Moody's
expectation that eir will continue to make progress on its main key
performance indicators by investing in its fibre and mobile
networks and executing its convergent strategy. Moody's expects
this strategy, together with cost savings, to lead to medium-term
EBITDA growth in low-single digits in percentage terms.

WHAT COULD MOVE THE RATING UP/DOWN

Upward pressure on eir's rating would be supported by a continued
improvement in its operating performance, and revenue and EBITDA
growth, such that the company's adjusted debt/EBITDA declines below
4.25x and retained cash flow/debt remains above 15%, both on a
sustained basis. Upward rating pressure would also stem from a
significant improvement in its FCF/net debt and a track record of a
more conservative financial strategy implemented by shareholders.

Downward pressure on eir's rating could materialise if the
company's operating performance weakens, with substantial pressure
on its revenue or a significant deterioration in either its margins
or main key performance indicators (subscriber growth, ARPUs and
market share), leading to weaker-than-expected credit metrics,
including adjusted debt/EBITDA trending sustainably above 5.0x,
retained cash flow/debt remaining consistently below 10% and
negative FCF generation. In addition, the rating could be strained
if there were evidence of more aggressive financial policies or a
significant deterioration in the company's liquidity.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was
Telecommunications Service Providers published in January 2017.

COMPANY PROFILE

eircom Holdings Limited is the parent company of eircom limited, an
integrated telecommunications provider that offers quad-play
bundles, including high-speed broadband, mobile, TV and sports
content, over its convergent fixed and mobile networks. eir is the
principal provider of fixed-line telecommunications services in
Ireland. The group is the third-largest mobile operator in Ireland,
with a subscription market share of around 19.8% (excluding mobile
broadband and machine-to-machine). eir reported revenue of EUR 1.2
billion and EBITDA of EUR 578 million for the fiscal year ended
June 2019.


PURPLE FINANCE 2: Moody's Rates EUR11.6MM Class F Notes B3
----------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to Notes issued by Purple Finance CLO
2 Designated Activity Company:

EUR2,850,000 Class X Senior Secured Floating Rate Notes due 2032,
Definitive Rating Assigned Aaa (sf)

EUR248,000,000 Class A Senior Secured Floating Rate Notes due 2032,
Definitive Rating Assigned Aaa (sf)

EUR40,700,000 Class B Senior Secured Fixed Rate Notes due 2032,
Definitive Rating Assigned Aa2 (sf)

EUR8,900,000 Class C-1 Senior Secured Deferrable Floating Rate
Notes due 2032, Definitive Rating Assigned A2 (sf)

EUR15,000,000 Class C-2 Senior Secured Deferrable Fixed Rate Notes
due 2032, Definitive Rating Assigned A2 (sf)

EUR24,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Baa3 (sf)

EUR23,800,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned Ba3 (sf)

EUR11,600,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2032, Definitive Rating Assigned B3 (sf)

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 is a managed cash flow CLO. At least 95% of the
portfolio must consist of senior secured obligations and up to 5%
of the portfolio may consist of senior unsecured obligations,
second-lien loans, mezzanine obligations and high yield bonds. The
portfolio is expected to be 60% ramped as of the closing date and
to comprise of predominantly corporate loans to obligors domiciled
in Western Europe. The remainder of the portfolio will be acquired
during the 7 month ramp-up period in compliance with the portfolio
guidelines.

Ostrum Asset Management will manage the CLO. It will direct the
selection, acquisition and disposition of collateral on behalf of
the Issuer and may engage in trading activity, including
discretionary trading, during the transaction's four-year
reinvestment period.

Thereafter, subject to certain restrictions, purchases are
permitted using principal proceeds from unscheduled principal
payments and proceeds from sales of credit risk obligations or
credit improved obligations.

Interest and principal amortisation amounts due to the Class X
Notes are paid pro rata with payments to the Class A Notes. The
Class X Notes amortise by EUR 475,000.00 over 6 payment dates
starting from the second payment date.

In addition to the eight Classes of Notes rated by Moody's, the
Issuer has issued EUR 34,450,000.00 of Subordinated Notes which are
not rated.

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

Methodology underlying the rating action:

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

Par Amount: EUR 400,000,000.00

Diversity Score: 44

Weighted Average Rating Factor (WARF): 2785

Weighted Average Spread (WAS): 3.70%

Weighted Average Coupon (WAC):5.50%

Weighted Average Recovery Rate (WARR): 44.25%

Weighted Average Life (WAL): 8.5 years

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


PURPLE FINANCE 2: S&P Assigns B-(sf) Rating on Class F Notes
------------------------------------------------------------
S&P Global Ratings assigned credit ratings to the class X to F
notes from Purple Finance CLO 2 DAC. At closing, the issuer issued
unrated subordinated notes.

Purple Finance CLO 2 is a European cash flow CLO, securitizing a
portfolio of primarily senior secured euro-denominated leveraged
loans and bonds issued by European borrowers. Ostrum Asset
Management is the collateral manager.

The ratings assigned to the notes reflect S&P's assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality and portfolio profile
tests.

-- The collateral portfolio's credit quality, which has an S&P
Global Ratings' weighted-average rating factor (SPWARF) of 2,611.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

Under the transaction documents, the rated notes will pay quarterly
interest unless there is a frequency switch event. Following such
an event, the notes will permanently switch to semiannual payment.
The portfolio's reinvestment period will end four years after
closing. The weighted-average life (WAL) test is 4.5 years after
the end of the reinvestment period.

Until the end of the reinvestment period, the collateral manager is
allowed to substitute assets in the portfolio for so long as our
CDO Monitor test is maintained or improved in relation to the
initial ratings on the notes. This test looks at the total amount
of losses that the transaction can sustain as established by the
initial cash flows for each rating, and compares that with the
default potential of the current portfolio plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager can, through trading, deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

S&P said, "We based our analysis on the prospective effective date
portfolio provided to us by the collateral manager. The portfolio
contains 40% of unidentified assets, for which we were provided
provisional characteristics. The collateral manager will use
commercially reasonable endeavors to ramp up the remaining 40% of
the portfolio before the effective date.

"We consider that the portfolio is well-diversified, primarily
comprising broadly syndicated speculative-grade senior secured term
loans and senior secured bonds. Therefore, we have conducted our
credit and cash flow analysis by applying our criteria for
corporate cash flow CDOs (see "Global Methodology And Assumptions
For CLOs And Corporate CDOs," published on June 21, 2019). In our
cash flow analysis, we used the EUR400 million target par amount,
the covenanted weighted-average spread (3.70%), the covenanted
weighted-average coupon (5.50%), and the target minimum
weighted-average recovery rates at each rating level as indicated
by the manager. We applied various cash flow stress scenarios,
using four different default patterns, in conjunction with
different interest rate stress scenarios for each liability rating
category.

"Under our structured finance ratings above the sovereign criteria,
we consider that the transaction's exposure to country risk is
sufficiently mitigated at the assigned rating levels."

Elavon Financial Services DAC is the bank account provider and
custodian. The documented downgrade remedies are in line with our
counterparty criteria.

S&P considers that the issuer is bankruptcy remote, in accordance
with its legal criteria.

Following S&P's analysis of the credit, cash flow, counterparty,
operational, and legal risks, S&P believes its ratings are
commensurate with the available credit enhancement for each class
of notes.

  Ratings List

  Purple Finance CLO 2 DAC

  Class       Rating      Amount
                        (mil. EUR)
  X           AAA (sf)     2.85
  A           AAA (sf)   248.00
  B           AA (sf)     40.70
  C-1         A (sf)       8.90
  C-2         A (sf)      15.00
  D           BBB (sf)    24.00
  E           BB (sf)     23.80
  F           B- (sf)     11.60
  Sub notes   NR          34.45

  NR--Not rated.




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

BRIGNOLE CQ 2019-1: DBRS Finalizes BB(low) Rating on Class E Notes
------------------------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings on the
following classes of notes issued by Brignole CQ 2019-1 S.r.l. (the
Issuer):

-- Class A Notes at AA (low) (sf)
-- Class B Notes at A (high) (sf)
-- Class C Notes at A (sf)
-- Class D Notes at A (low) (sf)
-- Class E Notes at BB (low) (sf)

The transaction represents the issuance of Class A, Class B, Class
C, Class D and Class E floating-rate notes (together, the Rated
Notes) along with Class X and Class R notes (together with the
Rated Notes, the Notes) backed by a pool of approximately EUR 172
million of fixed-rate receivables related to Italian salary- and
pension-assignment loans as well as payment delegation loans
granted by Creditis Servizi Finanziari S.p.A. (the originator and
servicer) to individuals residing in Italy.

The transaction includes a six-month revolving period during which
time the originator may offer additional receivables that the
Issuer will purchase provided that certain conditions set out in
the transaction documents are satisfied. The revolving period may
end earlier than scheduled if certain events, including performance
triggers, occur. At the end of the revolving period, the Notes will
amortize on a sequential basis. The transaction benefits from a EUR
1.7 million cash reserve funded with part of the proceeds of
subscription of the Class X notes, which can be used to cover
shortfalls in senior expenses, interest under the Class A, Class B,
Class C and Class D notes and to offset defaults, thus providing
credit enhancement. The cash reserve does not cover Class E
interest and reduces to zero being released to the transaction
revenues when Class D is fully amortized. The Rated Notes
(including the Class E Notes) pay interest of one-month Euribor
plus a margin, and the interest rate risk arising from the mismatch
between the floating-rate notes and the fixed-rate collateral is
hedged through an interest rate cap with an eligible counterparty
with a fixed amortization schedule based on the initial portfolio
assuming a six-month revolving period and a 6% constant prepayment
rate.

DBRS Morningstar does not rate the Class X or the Class R notes.

The rating of the Class A Notes addresses the timely payment of
interest and the ultimate repayment of principal by the legal
maturity date. The ratings on the Class B, Class C and Class D
Notes address the ultimate payment of interest and ultimate
repayment of principal by the legal maturity date while junior to
other outstanding classes of notes, but the timely payment of
interest when they are the senior-most tranche. The rating of the
Class E Notes addresses the ultimate payment of interest and
principal by the final maturity date.

The ratings are based on DBRS Morningstar's review of the following
analytical considerations:

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

-- Credit enhancement levels are sufficient to support DBRS
Morningstar's projected expected net losses under various stress
scenarios.

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay investors according to the terms under which
they have invested.

-- The seller, originator and servicer's capabilities with respect
to originations, underwriting, servicing and financial strength.

-- DBRS Morningstar conducted an operational risk review on
Creditis Servizi Finanziari S.p.A.'s premises and deems it to be an
acceptable servicer.

-- The appointment upon closing of a backup servicer and
capabilities with respect to servicing.

-- The transaction parties' financial strength with regard to
their respective roles.

-- The credit quality, diversification of the collateral and
historical and projected performance of the seller's portfolio.

-- The sovereign rating of the Republic of Italy, currently rated
BBB (high) with a Stable trend by DBRS Morningstar.

-- The consistency of the transaction's legal structure with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology.

Notes: All figures are in Euros unless otherwise noted.


CREDITO EMILIANO: Moody's Assigns Ba1 Sr. Debt Rating
-----------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the senior
non-preferred debt of Credito Emiliano S.p.A. Moody's also affirmed
Credem's standalone Baseline Credit Assessment of baa3 and the
long-term deposit ratings of Baa3. The outlook on the long-term
deposit ratings remains stable.

RATINGS RATIONALE

The Ba1 rating assigned to Credem's junior senior unsecured debt
reflects (1) the bank's baa3 standalone BCA; (ii) high
loss-given-failure, which results in a one-notch downward
adjustment from the BCA; and (iii) a low probability of government
support for junior senior instruments, which results in no further
uplift.

The senior non-preferred notes are referred to as "junior senior"
unsecured notes by Moody's. According to Italian legislation, the
notes have to be explicitly designated as senior unsecured
non-preferred in the documentation. They will thereby rank junior
to other senior unsecured obligations, including senior unsecured
debt, and senior to subordinated debt in resolution and
insolvency.

Given that the purpose of the junior senior notes is to provide
additional loss absorption and improve the ability of authorities
to resolve ailing banks, government support for these instruments
is unlikely, in Moody's view. The rating agency therefore
attributes a low probability of government support to Credem's
junior senior notes, which does not result in any further uplift to
the rating.

Credem's standalone BCA was affirmed at baa3 reflecting (1) the
bank's low stock of problem loans in the Italian context,
accounting for 4.35% of gross loans at end-June 2019; (2) sound
capital levels with a Moody's-calculated tangible common equity to
risk-weighted assets of 14.2% at end-June 2019; and (3) good
profitability, with a net income to tangible assets of 0.46% in the
first half of 2019, a level higher than most Italian peers. The BCA
also reflects Credem's strong retail funding base and ample
liquidity.

OUTLOOK

Junior senior unsecured debt ratings do not carry outlooks.

The stable outlook on Credem's long-term deposit ratings reflects
Moody's expectation that the bank's financial performance will
remain stable over the outlook horizon.

WHAT COULD MOVE THE RATINGS UP

Credem's Ba1 junior senior unsecured debt rating could be upgraded
following an upgrade of the bank's baa3 BCA. An upgrade of Credem's
BCA is currently unlikely while the rating of the government of
Italy remains Baa3.

WHAT COULD MOVE THE RATINGS DOWN

Credem's junior senior unsecured ratings could be downgraded if the
agency were to downgrade the bank's baa3 BCA. Credem's BCA could be
downgraded following a material increase in the stock of problem
loans, or a reduction of capital or profitability. The BCA could
also be downgraded in case of a downgrade of Italy's sovereign
rating.

LIST OF AFFECTED RATINGS

Issuer: Credito Emiliano S.p.A.

Assignment:

Junior Senior Unsecured Regular Bond/Debenture, assigned Ba1

Affirmations:

Long-term Counterparty Risk Ratings, affirmed Baa1

Short-term Counterparty Risk Ratings, affirmed P-2

Long-term Bank Deposits, affirmed Baa3, outlook remains Stable

Short-term Bank Deposits, affirmed P-3

Long-term Counterparty Risk Assessment, affirmed Baa2(cr)

Short-term Counterparty Risk Assessment, affirmed P-2(cr)

Baseline Credit Assessment, affirmed baa3

Adjusted Baseline Credit Assessment, affirmed baa3

Subordinate Regular Bond/Debenture, affirmed Ba1

Outlook Action:

Outlook remains Stable

PRINCIPAL METHODOLOGY

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


EMERALD ITALY 2019: DBRS Gives Prov. BB(high) Rating on D Notes
---------------------------------------------------------------
DBRS Ratings GmbH assigned the following provisional ratings to the
notes to be issued by Emerald Italy 2019 Srl (the Issuer):

-- Class A rated AA (low) (sf)
-- Class B rated A (low) (sf)
-- Class C rated BBB (low) (sf)
-- Class D rated BB (high) (sf)

All trends are Stable. DBRS Morningstar did not assign ratings to
the Class R, Class X CP and Class X NCP notes of the Issuer.

Emerald Italy 2019 Srl (the issuer or the transaction) is the
securitization of 100% of an Italian commercial real estate (CRE)
loan advanced by J.P. Morgan Chase Bank, N.A., Milan Branch (the
loan seller) and arranged by J.P. Morgan Securities PLC (the
arranger; together with the loan seller, JPM). The securitized loan
comprises a EUR 100.4 million term facility and a EUR 5.4 million
capex facility, subject to a 62.5% loan-to-cost ratio (LTC), and is
secured against a portfolio of two retail malls and one shopping
centre located in the Lombardy region of Northern Italy. The
borrower is Investire Societa Di Gestione Del Risparmio S.P.A.,
acting on behalf of Italian real estate alternative closed-end fund
(fondo comune di investimento immobiliare alternative di tipo
chiuso riservato) named Everest, which is ultimately owned by
Kildare Partners (the sponsor).

The three properties in the portfolio are two retail malls,
Metropoli and Rondinelle, and one shopping centre, Settimo.
Metropoli and Settimo are located in the suburbs of Milan, whereas
Rondinelle is located in Brescia. All three centers were previously
part of Klepierre's Italian shopping centre portfolio. The sponsor
owns Settimo and the galleria/mall sections of Metropoli and
Rondinelle, while the anchored hypermarket tenants own the
remaining part of the two malls. However, the sponsor has blocking
rights on any major decisions related to the two malls it co-owns
and is free to sell its properties subject to the loan documents,
which explicitly prohibit the partial disposal of any property of
the borrower.

Metropoli is the largest asset in the portfolio with 16,619 square
meters (sqm) of gross lettable area (GLA) and it has a market value
(MV) of EUR 85.6 million. The centre was 96.2% occupied as of the
30 April 2019 cut-off date and generates a gross rental income
(GRI) of EUR 7.3 million. However, the largest tenant at Metropoli,
MediaMarkt, has given notice that it intends to vacate in September
2019; the sponsor is in advanced negotiations with potential
tenants to re-let the outgoing tenant's space.

The second-largest asset is Rondinelle, which was 88.8% occupied as
at the cut-off date and recorded a GRI of EUR 5.3 million over a
13,590 sqm GLA. The centre has an MV of EUR 60.1 million. Settimo
is the smallest property in the portfolio with a 9,725 sqm GLA, of
which 87.7% is occupied; EUR 1.6 million GRI; and an MV of EUR 15.7
million. The sponsor plans to refurbish all three assets, most
importantly in Metropoli and Settimo, by investing EUR 8.6 million
of capex partially funded by a EUR 5.4 million capex facility
subject to a 62.5% LTC. The overall loan-to-value (LTV) of the term
facility as at the cut-off date is 62.2% or 65.5%, including the
fully drawn capex facility.

Based on the EUR 13.6 million estimated rental value (ERV)
estimated by Cushman & Wakefield Debenham Tie Leung Limited (C&W or
the appraiser), the portfolio is 12.8% over-rented. As such, DBRS
Morningstar has marked down GRIs that is 10.0% higher than the
market rent, except for newly signed leases. The portfolio's DBRS
Morningstar net cash flow (NCF) is underwritten at EUR 9.4 million,
which represents a 28.9% haircut to the reported net rent of EUR
13.3 million. DBRS Morningstar then applied a capitalization rate
of 8.0% to the underwritten NCF and arrived at a DBRS
Morningstar-stressed value of EUR 118.1 million, which represents a
26.9% haircut to the EUR 161.4 million MV provided by C&W.

The three-year loan has a one-year extension option that can be
exercised if certain conditions are met. During the loan term, the
borrower is required to amortize the principal amount by 1.5% per
annum; if there is sufficient cash flow, another 1.0% annual
amortization is due. The loan's covenants are based on the debt
service coverage ratio (DSCR), LTV and debt yield (DY) derived from
the ERV. The cash trap covenants are set at 1.55 times (x) the
DSCR, 70% LTV for years one to two and 67.5% LTV thereafter and
11.3% ERV DY, while the default covenants are set at 1.38x the
DSCR, 75.0% LTV and/or 10.7% ERV DY.

To hedge against increases in the interest payable under the loans
resulting from three-month Euribor fluctuations, the borrower
purchased an interest cap agreement that covers the term loan
amount (quarterly reduced to match the scheduled amortization of
1.5% per annum) with a cap strike rate of 1.0% from SMBC Nikko
Capital Markets Limited. Credit support of the hedging counterparty
is provided by its parent company, Sumitomo Mitsui Banking
Corporation (rated A (high)/R-1 (middle) with Stable trends by DBRS
Morningstar). The capex loan was fully drawn on 4 October 2019 and
is expected to be hedged with the same terms as the term facility.
In addition, there is a 5% Euribor cap when calculating the coupons
of the notes after the expected note maturity date.

The loan seller will also provide a liquidity facility of EUR [5.3]
million to the issuer to cover any potential interest payment
shortfalls on the Class A and Class B notes, including the
corresponding retention tranches. According to DBRS Morningstar's
analysis, the commitment amount, as at closing, will be equivalent
to approximately [23] months of coverage based on the hedging term
mentioned above or approximately [ten] months' coverage based on
the 5% Euribor cap. DBRS Morningstar does not rate the liquidity
provider but maintains a public rating on JPMorgan Chase Bank, N.A.
at AA/R-1 (high) with Stable trends.

The Class D notes are subject to an available funds cap where the
shortfall is attributable to interest due on the securitized loan
not sufficient to pay senior costs and interest due on the notes.

In addition to the Class X trigger event, the transaction features
a Class X interest diversion structure. The diversion trigger is
aligned with the financial covenants of the loan; once triggered,
any interest and prepayment fees due to the Class X noteholders
will instead be paid directly into the issuer's transaction account
and credited to the Class X diversion ledger. The diverted amount
will be released once the trigger is cured; only following the
expected note maturity or the delivery of a note acceleration
notice can such diverted funds be potentially used to amortize the
notes.

The final legal maturity of the notes is in [September 2030], seven
years after the fully extended loan maturity date. DBRS Morningstar
believes that this provides sufficient time to enforce on the loan
collateral and repay the bondholders, given the security structure
and jurisdiction of the underlying loan.

To comply with the applicable regulatory requirements, JPM will
subscribe and retain the Class R notes, which are composed of [5%]
of the retention tranches of all the other classes of notes,
including the Class X CP and Class X NCP notes.

The ratings will be finalized upon receipt of execution version of
the governing transaction documents. To the extent that the
documents and information provided to DBRS Morningstar as of this
date differ from the executed version of the governing transaction
documents, DBRS Morningstar may assign a different final rating to
the rated notes.

Notes: All figures are in Euros unless otherwise noted.


EVOCA SPA: Moody's Rates EUR550MM Sr. Sec. Notes 'B2'
-----------------------------------------------------
Moody's Investors Service assigned a B2 rating to the EUR550
million senior secured notes to be issued by EVOCA S.p.A. and
guaranteed by material subsidiaries representing at least 80% of
the group's EBITDA. At the same time the rating agency affirmed the
B2 corporate family rating and the B2-PD probability of default
rating of EVOCA. The outlook is stable.

RATINGS RATIONALE

The B2 ratings are supported by the company's (1) clear market
leadership in its key European markets; (2) high profitability,
with a Moody's-adjusted EBITA margin in the range of 15%-20% and
Moody's expectation that the company will be able to maintain its
profitability at the upper end of that range after the full
integration of Saeco Vending, helped by the breadth of its product
portfolio and its constant innovation, profitable accessories,
spare parts business and strong ties with key customers in the
industry; and (3) asset-light business model, with fairly low
tangible capital spending requirements and a variable cost
structure, which helps to maintain the stability of its margins and
supports its FCF generation.

The ratings are primarily constrained by (1) EVOCA's small size,
with revenue of around EUR470 million, and limited product
diversification; (2) its high leverage, with Moody's-adjusted debt/
EBITDA of 5.8x as of June 2019, pro forma for the debt increase as
a result of the refinancing, which positions EVOCA at the lower end
of the 5.0x -- 6.0x range set for the B2 rating category but with
an expectation of gradual improvement over the next 12 to 18
months; (3) some concentration risk in terms of geographies; and
(4) limited revenue visibility, with a backlog of around one month
of sales.

The proceeds of the planned issuance will be used to redeem in full
the existing EUR410 million senior secured notes and the EUR100
million second lien notes maturing in 2023 and thus serve to extend
the group's debt maturity profile and to reduce interest expense.
The effect of a EUR40 million debt increase will be mitigated by a
EUR14 million increase in cash, the increase in the revolving
credit facility to EUR80 million from EUR40 million before the
refinancing and lower interest expense.

LIQUIDITY

EVOCA's liquidity position is good, supported by a cash balance of
around EUR63 million, of which EUR6 million is restricted, and a
revolving credit facility (RCF) increased to EUR80 million in the
course of the refinancing transaction, completely undrawn as of
June 2019, further supplemented by around EUR50 million of funds
from operations. Moody's expects these liquidity sources to be
sufficient to cover the company's liquidity needs over the next
twelve months including around EUR30 million capital expenditures
and EUR15 million of working cash required to run the business.

Evoca's ratings also factor in its private-equity ownership, with
high tolerance for leverage and an aggressive financial policy as
evidenced by the significant amount of debt sitting outside the
restricted group in the form of PIK notes that will reduce the
sponsor's financial commitment via the repayment of the existing
profit participation note. The notes are down-streamed into the
restricted group as common equity and therefore not included in
Moody's debt calculations.

STRUCTURAL CONSIDERATIONS

In a default scenario, the super senior revolving credit facility
ranks at the top of the Loss Given Default waterfall, followed by
the EUR550 million first-lien senior secured notes and trade
payables at the second position. The guarantors for senior secured
debt represent at least 80% of the group's EBITDA. Moody's decided
not to notch the new senior secured fixed / floating rate notes
against the group's corporate family rating because the amount of
the RCF is not material enough to warrant a notching.

In the course of the refinancing EUR210 million PIK notes will be
issued. These instruments will be located outside of the restricted
group, mature 6 months after the senior secured notes, are not
guaranteed and do not cross default with the restricted group, and
do not have any creditor claim on the senior secured notes
restricted group and therefore are not included in its leverage
calculation. However, the existence of these instruments could
reduce the ability of EVOCA S.p.A. to deliver if cash payments are
made to entities outside of the restricted group, although any such
payments would be subject to a restricted payment test included in
the credit agreement that requires compliance with an equal to or
less than 3.75x net total Debt/EBITDA (proforma for such payments)
against a leverage of 4.3x at closing of the transaction, and
creates an incremental refinancing risk over time, in its view.

RATIONALE FOR THE STABLE OUTLOOK

Albeit initially weakly positioned in the B2 rating category the
stable outlook reflects Moody's expectation that EVOCA will be able
to continue on its track record of steady improving credit metrics
by further reducing its leverage and maintaining a Moody's-adjusted
EBITA margin in the high-teens in percentage terms, while
generating positive FCF. Furthermore, the stable outlook is based
on Moody's expectation that no dividends will be paid to entities
outside the restricted group and no aggressive financing activities
will take place outside the restricted group in the foreseeable
future.

WHAT COULD CHANGE THE RATINGS UP/DOWN

An upgrade would require EVOCA to be able to sustain its strong
profitability, with its Moody's-adjusted EBITA margin returning to
around 20% and a healthy FCF generation, while improving its
Moody's-adjusted gross debt/EBITDA sustainably below 5.0x.

EVOCA's ratings could be downgraded if (1) the company fails to
sustain its Moody's-adjusted gross debt/EBITDA below 6.0x; (2) its
Moody's-adjusted EBITA margin deteriorates toward the mid-teens in
percentage terms on a sustained basis; (3) its Moody's-adjusted FCF
turns negative; or (4) its liquidity position tightens. In
addition, any signs of deteriorating market conditions on a
sustained basis could exert pressure on the company's ratings.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Bergamo, Italy, EVOCA S.p.A. is the leading
European manufacturer of automatic vending machines for hot and
cold drinks and other food and beverage products. It also produces
coffee machines designed for use in hotels, restaurants, cafeterias
and offices. With a number of acquisitions over the last few years,
the company increasingly focused on coffee and reflected this in a
new corporate branding and a change in its segment reporting. As of
December 2018, EVOCA operated nine manufacturing sites and had
around 2,000 employees. The company reported revenue of EUR468
million for the twelve-month period to June 2019.

EVOCA's management reporting shows four divisions, which are
organized by type of technology: (1) Auto coffee, defined as
machines with cup dispensing technology, typically used in large
locations; (2) Semi-auto coffee, defined as machines without cup
dispensing technology, typically used in small and medium-sized
locations (hotels, restaurants and cafeterias, as well as offices
with less than 100 employees); (3) Impulse, comprising machines
dispensing snack and food, and cans and bottles, which are
complementary products to coffee machine offerings; and (4)
Accessories and spares, in which EVOCA provides machine components
and training of client workforce.


EVOCA SPA: S&P Affirms 'B' ICR on Refinancing, Outlook Stable
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' rating on Evoca S.p.A. At the
same time, S&P assigned a 'B+' issue rating to the proposed super
senior RCF and 'B' rating to the proposed senior secured notes.

S&P said, "Our affirmation reflects our view that Italian coffee
machine manufacturer Evoca's proposed refinancing transaction will
enable the company to significantly reduce its interest expenses.
This will support stronger free operating cash flow (FOCF)
generation exceeding EUR30 million per year and solid funds from
operations (FFO) to cash interest coverage over 3.0x from 2020.

"Post-transaction, we project the group's S&P Global Ratings debt
to EBITDA will remain at 8.0x-8.5x in the next three years, leaving
limited headroom under the current metrics for debt-funded
acquisitions or underperformance against our projections. Our base
case assumes that, as part of the refinancing process, Evoca's
shareholder Lone Star will successfully convert into ordinary
shares the residual balance of profit participating notes (PPNs)
outstanding, as per a recent board decision."

Evoca intends to completely refinance its capital structure by
issuing EUR550 million floating or fixed senior secured notes
maturing in seven years. S&P said, "We understand that the proceeds
of the notes will be used to repay the existing EUR410 million
first-lien senior secured notes and EUR100 million second-lien
notes carrying 7.0% and 10.5% interest rates respectively. We
expect the new capital structure will carry a lower interest rate.
Roughly EUR25 million will be used to pay transaction fees and
prepayment premium, while the remaining portion will remain on the
balance sheet."

As part of the transaction, Evoca aims to increase its super senior
revolving credit facility (RCF) to EUR80 million from EUR40
million, which will enhance the group's liquidity. The RCF will
mature six months before the notes.

Additionally, the transaction contemplates partial refinancing of
the existing PPNs through the issuance of EUR210 million
third-party payment-in-kind (PIK) notes issued at Evoca's parent
level (LSF9 Canto Midco DAC). S&P said, "Our financial risk
assessment reflects Evoca's private equity ownership and its high
leverage, with adjusted debt to EBITDA projected at 8.0x-8.5x over
the next three years, including the proposed PIK notes (about 6.0x
excluding this instrument). We anticipate any significant
deleveraging will be constrained by the accruing nature of the
interests on the PIK notes. Our base case doesn't assume any cash
dividend upstream from Evoca to service the debt issued at LSF9
Midco DAC level."

S&P said, "Overall, we expect the proposed transaction will have no
material effect on leverage. However, we believe that failure to
fully convert the residual PPNs into ordinary shares will translate
into higher adjusted leverage above 12.0x. Moreover under this
scenario, the adjusted leverage is expected to further increase
considering the materiality of accruing interests. According to our
criteria, we classify the PPNs as debt. However, the total amount
of PPNs outstanding at the end of September 2019 was higher than
our original assumption, mainly because of higher accrued interests
whose calculation was based on a variable rate linked to the
company's performance.

"In general, we observed a positive business performance over the
last quarters. Specifically, in first-half 2019, Evoca reported
2.4% organic revenue growth, which is broadly in line with our
forecasts. We expect this growth will continue in the second part
of the year, supported by positive trends toward out-of-home coffee
consumption, which should translate into solid growth in the hotel,
restaurant, and cafe (HoReCa) segment. In our view, the company is
well positioned to capture the increasing demand for quality coffee
in North America and the ongoing shift from tea to coffee in Asia
Pacific.

"We forecast Evoca will post S&P Global Ratings-adjusted EBITDA
margin of 20.5%-21.5% over 2019-2020 (19.6% in 2018), which is
above the market average. This is mainly linked to lower
integration costs from past acquisitions and higher volumes
delivered by newly acquired businesses. We think EBITDA margin
expansion will be limited by the group's continuing investments in
marketing and research and development (R&D) to expand its premium
brands and to further penetrate key markets such as China and the
U.S.

"The stable outlook reflects our assumption that Evoca will
successfully complete the refinancing of its capital structure, and
its shareholder Lone Star will convert the outstanding PPNs into
ordinary shares. We expect this will allow the company to post
adjusted debt to EBITDA of 8.0x-8.5x over the next 12 months.

"Additionally, we project this will be supported by positive top
line growth and adjusted EBITDA margin improving to 20.5%-21.5% in
the next 12 months, from 19.6% in 2018. This is thanks to favorable
product and market mix, good integration process with the recently
acquired entities, and lower nonrecurring costs.

"We expect the company will generate FOCF in excess of EUR30
million per year from 2020 thanks to its above-average
profitability, low capital investment requirements, and lower
finance costs in the proposed capital structure.

"We could lower our rating on Evoca if Lone Star fails to convert
the PPNs into ordinary shares, translating into higher leverage
exceeding 8.5x. Higher-than-expected leverage could also derive
from stagnation in revenue and profit in light of the slowing
macroeconomic environment across Europe, undermining the group's
ability to generate positive FOCF. This will likely translate into
weaker FFO cash interest coverage slipping below 2.0x on a
permanent basis. For the current rating and considering existing
leverage, Evoca has limited headroom to withstanding deviation from
our current base case.

"We could take a positive rating action if Evoca achieved and
consistently maintained FFO cash interest coverage above 3.0x and
adjusted debt to EBITDA below 5.0x. This would demonstrate the
company's ability to report substantial FOCF above our current
base-case assumption and to use it to reduce debt. We consider the
likelihood of an upgrade remote over the next 12 months considering
the significant amount of outstanding debt."


ROSSINI SARL: Moody's Rates Proposed EUR650MM Sec. Notes 'B3'
-------------------------------------------------------------
Moody's Investors Service assigned a B3 rating to Rossini S.a
r.l.'s proposed issuance of EUR650 million worth of senior secured
floating rate notes. The outlook is stable.

Proceeds from the offering -- alongside cash on balance sheet --
will be used to reimburse the existing EUR650 million of senior
secured floating rate notes issued in October 2018. Rossini is an
entity holding an indirect majority ownership in Recordati S.p.A.

RATINGS RATIONALE

The B2 corporate family rating of Rossini continues to reflect (1)
the strong and diversified business profile of its subsidiary
Recordati; (2) its strong presence in the rare diseases segment,
which will be strengthened following the announcement to acquire
three assets from Novartis AG (A1 stable) in July 2019; (3) its
strong track record of growth over the years while improving
operating margin and free cash flow; and (4) its expectation that
Rossini will gradually decrease its proportionally consolidated
financial leverage, measured as Moody's-adjusted gross debt/EBITDA,
from the estimated 6.3x pro forma as of year-end 2019.

However, these factors are balanced against (1) the modest size of
Recordati compared with that of its larger peers; (2) its overall
limited product pipeline, in line with Recordati's strategy to
focus on partnerships and in-licence agreements; (3) a relatively
large amount of debt sitting outside of the restricted group (the
DP notes), which provides for a 2% cash coupon payment; (4) the
company's high leverage under private equity ownership; and (5) a
degree of event risk related to Recordati's external growth
strategy to improve its pipeline.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects its expectation that Recordati will
continue to grow pursuing a prudent M&A and in-licensing strategy,
offsetting declining revenue from the existing portfolio with new
products. The rating and the outlook also incorporate the
assumption that the group's proportionally consolidated financial
leverage will decline gradually over the next 12-18 months.

WHAT COULD CHANGE THE RATINGS UP/DOWN

Upward pressure could build on Rossini's B2 CFR should Recordati's
operating performance continue to be in line with that of recent
years, with steady FCF generation and decreasing financial
leverage. Quantitatively, Moody's would expect consolidated
financial leverage, measured as Moody's-adjusted gross debt/EBITDA,
to trend towards 5.0x. A higher stake in Recordati S.p.A. -
depending on financing -- could also support the credit quality.

Negative rating pressure could result from a weakening in
Recordati's operating performance signaled by declining revenues
and profitability and deterioration in its FCF; or in case Rossini
fails to maintain control of Recordati's dividend policy. A
proportionally consolidated financial leverage sustainably above
6.0x, or a more aggressive financial policy with specific reference
to an increase in dividend payments outside of the restricted group
resulting in a prolonged deterioration of the company's financial
leverage could also result in rating pressure. Finally, incremental
debt at Recordati S.p.A. level could result in further notching of
Rossini's bond as structural subordination would worsen.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Pharmaceutical
Industry published in June 2017.

COMPANY PROFILE

Rossini S.a r.l is the holding company of Recordati S.p.A., which
is one of the largest Italian pharmaceutical companies with a focus
on European markets (60% of 2018 revenue) and a growing presence in
international markets, including the US (7.7%). In 2018, Recordati
generated EUR1,352 million of revenue and EUR499 million of
EBITDA.




===================
K A Z A K H S T A N
===================

ATFBANK JSC: S&P Affirms 'B-' Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings said that it affirmed its long- and short-term
issuer credit ratings and national scale ratings on:

  -- ATFBank JSC (B-/Stable/B; kzBB)

  -- ForteBank JSC (B+/Stable/B; kzBBB)

  -- Bank Kassa Nova JSC (subsidiary of ForteBank)
     (B/Stable/B; kzBB+)

S&P said, "We believe Kazakh banks will continue to display higher
credit losses for a longer period than we previously expected. We
anticipate provisions for credit losses in the system will increase
to about 5% of total loans in 2019, and remain at elevated levels
of 3%-4% in 2020. We expect provisions will return to normal levels
of about 2.0% in 2021, similar to the 2.2% seen in 2018. In the
first seven months of 2019, provisions for credit losses were 4.7%
of total loans, mainly as a result of a significant increase in
provisions at First Heartland Jusan Bank (formerly Tsesnabank).

"We anticipate the asset quality review for the largest 14 banks in
Kazakhstan, which covers over 85% of banking system assets and is
expected to finish by year-end 2019, is likely to indicate the need
to increase provisions at some banks. We estimate average
systemwide Stage 3 loans at about 20%-25% of gross loans at
year-end 2018 based on Kazakh banks' International Financial
Reporting Standards accounts. Provisions cover these loans by about
50% on average.

FORTEBANK JSC

S&P said, "Our assessment of ForteBank's stand-alone credit profile
(SACP) remains 'b', reflecting our opinion that the bank's combined
capital and risk position remains unchanged. Although we anticipate
some weakening in the bank's risk adjusted capital (RAC) ratio over
the next two years, we believe that the quality of its new loan
production is better than the peer average. At the same time, the
bank's legacy problem loans are gradually being recovered. The
long-term rating on ForteBank is one notch higher than its 'b'
stand-alone credit profile, reflecting our view that the bank has
moderate systemic importance in Kazakhstan and our assumption that
the government is supportive of the domestic banking sector."

BANK KASSA NOVA JSC (SUBSIDIARY OF JSC FORTEBANK)

S&P said, "We affirmed our rating on Bank Kassa Nova, reflecting
our opinion that the bank has a much higher capital cushion than
other rated domestic peers. This will enable it to sustain the
prolonged impact of the correction phase on the banking sector in
Kazakhstan. We forecast that its RAC ratio, although currently
under pressure, will rebound in 2020-2021, supported by full
earnings retention and modest balance sheet growth."

ATFBANK JSC

S&P said, "We affirmed our ratings on ATFBank because we expect it
will be able to fulfil its financial commitments in the medium
term. We consider that the bank's liquid assets are sufficient to
meet its obligations, with no significant debt repayments during
the next year. ATFBank's regulatory liquidity ratio was a
comfortable 0.89x on Sept. 1, 2019 (far above the minimum level of
0.3x). The bank's client funds have been relatively stable
recently, showing a modest increase in the past few months.

"We have published individual research updates on each of these
Kazakh banks to provide more details regarding the rationale behind
our rating actions."

  BICRA Score Snapshot
  BICRA Score Snapshot--Kazakhstan
                                         To     From
  Bicra Group                             9     9
  Economic Risk                           9     8
  Economic resilience             High Risk     High Risk
  Economic imbalances        Very High Risk     High Risk
  Credit risk in the economy      Extremely     Extremely
                                  High Risk     High Risk
  Trend                              Stable     Stable
  Industry risk                           9     9
  Institutional framework         Extremely     Extremely
                                  High Risk     High Risk
  Competitive dynamics       Very High Risk     Very High Risk
  Systemwide funding              High Risk     High Risk
  Trend                              Stable     Stable

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

  Ratings List
  Ratings Affirmed

  Bank Kassa Nova JSC (Subsidiary Bank of JSC Forte Bank)
  Issuer Credit Rating         B/Stable/B
  Kazakhstan National Scale    kzBB+/--/--
  
  ForteBank JSC
  Issuer Credit Rating         B+/Stable/B
  Kazakhstan National Scale    kzBBB/--/--
  Senior Unsecured             B+
  Kazakhstan National Scale    kzBBB
  Subordinated                 kzBB+

  ATFBank JSC
  Issuer Credit Rating         B-/Stable/B
  Kazakhstan National Scale    kzBB/--/--


EURASIAN BANK: S&P Withdraws 'B-/B' Issuer Credit Ratings
---------------------------------------------------------
S&P Global Ratings withdrew its 'B-/B' issuer credit ratings on
Kazakhstan-based JSC Eurasian Bank. The outlook was stable at the
time of withdrawal.

S&P has also withdrawn its 'kzBB' Kazakhstan national scale ratings
on the bank.

In addition, the issue ratings on all bank's debt were subsequently
withdrawn.

The ratings on Eurasian Bank reflected high economic and industry
risks in Kazakhstan. S&P also took into account the bank's
relatively weak asset quality, balanced by the expected progress in
the workout of its legacy problem loans.





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

ALTICE LUXEMBOURG: S&P Affirms 'B-' Rating on Senior Secured Notes
------------------------------------------------------------------
S&P Global Ratings affirmed its 'B-' issue rating on the senior
secured notes issued by Altice Luxembourg SA (B/Negative/--). The
recovery rating on these notes is '5', reflecting its expectation
of modest, although improving recovery prospects (10%-30%; rounded
estimate: 15%).

KEY ANALYTICAL FACTORS

-- Under S&P's hypothetical default scenario, it assumes that
operating sub-groups Altice France (SFR) and Altice International
are unable to upstream sufficient cash to service Altice
Luxembourg's senior secured notes interest, due to a prolonged
operating underperformance.

-- S&P thus anticipates that in an event of interest payment
default, Altice Luxembourg would sell its stake in Altice
International to repay its debt and that there would be sufficient
equity value left, after reimbursing Altice International
creditors, for recovery prospects of at least 15% for Altice
Luxembourg's noteholders.

-- S&P's 'B-' issue rating and '5' recovery rating reflect the
senior secured notes' reliance on dividends from SFR and Altice
International to service its own debt, as well as their
subordination to Altice Luxembourg's EUR200 million super senior
revolving credit facility (RCF) and all the indebtedness of the
guarantors (all subsidiaries).

-- The recovery prospects are slightly improving, from 10% to 15%,
reflecting the full repayment of Altice Luxembourg's remaining
EUR1.0 billion 2022 senior notes. This improvement is mitigated by
Altice International's perimeter change, asset disposals (100% of
the Dominican Republic and 75% of the Portuguese towers), and lower
EBITDA base (June 2019 last-12 months adjusted EBITDA lower by
about 4.5% against 2018 EBITDA, itself about 12% lower
year-on-year, pro forma the new perimeter).

SIMULATED DEFAULT ASSUMPTIONS

-- Year of default: 2022
-- Jurisdiction: Luxembourg

SIMPLIFIED WATERFALL

-- Gross proceeds from Altice International's equity value: about
EUR1.1 billion
-- Administrative costs: 5%
-- Net value available to debtors: EUR1.0 billion
-- Super senior RCF[1]: about EUR176 million
-- Secured debt claims[1]: about EUR5.1 billion
-- Recovery expectation[2]: 15% (Recovery rating: 5)

[1] All debt amounts include six months of prepetition
    interest. RCF assumed 85% drawn on the path to default.
[2] Rounded down to the nearest 5%.




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

CLAY HOLDCO: Moody's Assigns B2 Corp. Family Rating, Outlook Stable
-------------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family rating and
B2-PD probability of default rating to Clay HoldCo B.V., a holding
company of the Netherlands-based distributor of building materials
CRH Europe Distribution. Moody's has also assigned B1 instrument
ratings to the proposed EUR 965 million 1st lien senior secured
term loan B and EUR 180 million 1st lien senior secured revolving
credit facility. Additionally, Moody's has assigned a Caa1 rating
to the proposed EUR 248 million 2nd lien senior secured TL, also to
be issued by Clay HoldCo B.V. The outlook on all aforementioned
ratings is stable.

Proceeds from the new TLs will be used to finance the acquisition
of CRH ED from CRH Group by Blackstone Group. Moody's expects that
the indirect cash contribution from the new shareholder will be
mainly in the form of preferred equity that depending on the final
documentation will likely be eligible for 100% equity treatment.

RATINGS RATIONALE

"The B2 CFR reflects a high starting leverage following the
company's buyout by Blackstone and the expectation of a
deleveraging over the next quarters supported by continuous
positive free cash flow generation", says Vitali Morgovski, a
Moody's Assistant Vice President-Analyst and the lead analyst for
CRH ED. "The leverage mitigates the strength of the company's
diversified business profile with strong regional market
positioning", Mr. Morgovski continues.

The B2 CFR rating of CRH ED reflects its (1) leading position in
the building materials distribution market in Europe; (2)
diversification across six core European markets; (3) relative
resilience of the business model due to high proportion of more
stable renovation and maintenance (RMI) end-market sales; (4) low
capital intensity of the business allowing positive free cash flow
generation even in the downturn; (5) significant portfolio of owned
real estate assets.

The rating is however constrained by (1) the company's significant
financial leverage (Moody's adjusted gross debt/ EBITDA) of around
6.5x; (2) highly competitive market landscape resulting in a
relatively low profitability; (3) high business seasonality
requiring some RCF drawdown during the year; (4) exposure to the
cyclicality of construction markets; (5) event risk related to
potential increase in shareholding in French distributor SAMSE as
well as further efforts to consolidate the market for building
materials distribution.

CRH ED is in the process of being acquired by the private equity
firm Blackstone. As a result, Moody's expects CRH ED's financial
policy to favour shareholders over creditors as evidence by CDH
ED's high leverage. However, the company is not foreseeing any
dividend distribution in the near term. Moody's expects that
acquisitions will be supported by adequate equity contributions.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation of a gradual
deleveraging in the coming 12-18 months resulting from EBITDA
improvement paired with contractually enforced deployment of excess
cash to debt repayment. Furthermore, the stable outlook is
conditional upon CRH ED's gradual strengthening of its liquidity
profile, driven by positive free cash flow generation.

WHAT COULD MOVE THE RATINGS - UP

Positive rating pressure could arise if:

  -- Moody's adjusted gross debt/EBITDA declines sustainably below
5.5x;

  -- Operational improvements evident in growing Moody's adjusted
operating margin

  -- Strengthening liquidity profile supported by positive free
cash flow generation

WHAT COULD MOVE THE RATINGS -- DOWN

Conversely, negative rating pressure could arise if:

  -- Moody's adjusted gross debt/EBITDA increases above 6.5x;

  -- Moody's adjusted operating margin deteriorates;

  -- Moody's adjusted EBITA/ Interest below 1x;

  -- Negative free cash flow resulting in deteriorating liquidity

STRUCTURAL CONSIDERATION

In the loss-given-default (LGD) assessment for CRH ED, based on the
structure post refinancing, Moody's ranks pari passu the proposed
new senior secured EUR 965 million TLB and EUR 180 million RCF,
which share the same security and are guaranteed by certain
subsidiaries of the group accounting for at least 80% of
consolidated EBITDA. The term loan is covenant-light with a spring
net leverage covenant set at 8.25x only applicable to the revolver
if it is drawn over 40%. The B1 ratings on these instruments
reflect their priority position in the group's capital structure
and the benefit of loss absorption provided by the junior ranking
debt.

The EUR 248 million of senior secured second lien loans are ranked
junior to 1st lien TLB and RCF, they share the same security with
1st lien TLB and RCF and are also guaranteed by subsidiaries of the
group accounting for at least 80% of consolidated EBITDA. This is
reflected in the Caa1 rating assigned to these loans.

LIQUIDITY

The liquidity profile of the company following the proposed
financing is adequate. This is reflected in EUR 25 million - EUR 30
million of cash at the deal closure that given the positive working
capital seasonality in the fourth quarter will grow to EUR 80 --
EUR 85 million at the year-end 2019. The EUR 180 million revolving
credit facility (RCF) is expected to be fully undrawn at the
year-end 2019. Due to the large working capital (WC) seasonality,
which is characterized by a gradual build-up of WC during the year,
reaching its peak level in October-November and a release in
December, Moody's expects some drawdown on RCF during the year.
However, despite higher capex Moody's expects a positive free cash
flow generation for the next years, which would allow a full
repayment of RCF by the year-end. The ongoing positive free cash
flow generation should allow a gradual improvement of the company's
liquidity profile.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Distribution &
Supply Chain Services Industry published in June 2018.

PROFILE

Based in Amsterdam, the Netherlands, CRH Europe Distribution is the
third-largest European building materials distributor operating in
Germany, the Netherlands, Belgium, France, Switzerland and Austria.
In July 2019 the company was acquired by Blackstone from CRH Group,
one of the world's largest building materials companies, for a
total consideration of EUR 1.7 billion as CRH decided to focus on
its heavy side building materials business. In 2018, CRH ED
generated EUR 3.7 billion in revenues and EUR 177 million of
management-adjusted EBITDA.


CLAY HOLDCO: S&P Assigns Prelim. 'B' Long-Term Issuer Credit Rating
-------------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit and preliminary issue ratings to Clay Holdco B.V., the
proposed EUR965 million first-lien term loan, and the proposed
EUR180 million revolving credit facility (RCF), as well as its
preliminary 'CCC+' issue rating to the proposed EUR248 million
second-lien term loan.

The preliminary ratings reflect Clay Holdco's high leverage at
closing of the leveraged buyout (LBO) transaction, with about 6.5x
adjusted debt to EBITDA. The preliminary ratings are also based on
our view that the company could display an increased tolerance for
higher leverage and a less conservative financial policy under its
private-equity ownership. Furthermore, S&P considers Clay Holdco's
strong market positions in the European distribution sector, large
and dense distribution networks, exposure to the cyclical
construction sector, and limited EBITDA margin.

Clay Holdco is one of the leading European distributors of basic
building materials, and SHAP products. It has clear leading
positions in the Netherlands and Switzerland, and we estimate that
it generates more than 80% of revenue in markets where it is No.1
or No.2. S&P also notes that the company has strong brand awareness
through Bauking in North Germany and BMN in the Netherlands.

The company also benefits from a wide distribution network that is
in proximity to its customers. It has more than 550 warehouse and
branches that are spread across six different countries. S&P
believes Clay Holdco has better scale and geographic
diversification than other private-equity-owned distributors, such
as Quimper AB (B/Stable/--) or LSF10 Wolverine Investments SCA
(B/Negative/--), which have smaller addressable markets.

S&P said, "In our view, most of Clay Holdco's key addressable
markets will continue to expand, but at a slower pace in 2019 and
2020. The company focuses on three formats when distributing basic
building materials products. These include general builder merchant
(GBM), specialized builder merchant (SBM), and do-it-yourself
(DIY). We estimate the GBM and SBM markets for SHAP products will
expand by about 1% per year, in line with regional GDP growth.

"On the other hand, the company generates about 40% of its revenue
from new building construction, a segment that we view as
potentially more cyclical and volatile than the renovation market.
This is slightly higher than peers such as LSF10 Wolverine or
Quimper AB. Furthermore, we note the highly fragmented nature of
distribution businesses, where barriers to entry are relatively low
compared with typical heavy materials players.

"We expect Clay Holdco will generate an adjusted EBITDA margin of
about 7% (less than 5% excluding International Financial Reporting
Standards 16) over the next two years. However, we expect this to
increase gradually on the back of better pricing initiatives,
footprint rationalization, sourcing initiatives, and better
organizational efficiency. We view the company's profitability at
the lower end of rated peers."

The group's weak performance in 2016-2018, when EBITDA declined at
a compound annual growth rate of 2.5%, was mainly triggered by the
sluggish trading environment in Switzerland. This included a tough
competitive environment, less favorable product mix, and loss of
sales employees in the country. Following the group's strategic
decision to refocus and simplify its Swiss core business, the
operation has seen gradual improvements since mid-2018, which S&P
expects to continue. The lower-than-expected EBITDA in 2018 was
also due to higher freight costs than anticipated, which were not
fully passed on to customers.

Given its relatively low margins, Clay Holdco's credit metrics are
sensitive to any potential profit volatility. Positively, the
company shows limited capital expenditure (capex) requirements, at
about 1% of sales, which is common for materials distributors and
reflects its asset-light business model. The company operates most
of its distribution network through operating leases. However, S&P
notes that Clay Holdco has a free-held property portfolio valued at
approximately EUR600 million, which brings additional financial
flexibility should the need arise.

S&P said, "Our assessment of Clay Holdco's financial risk profile
is mainly constrained by the group's high leverage and the
significant size of the proposed term loans, which results in S&P
Global Ratings-adjusted debt to EBITDA of about 6.5x at closing. We
also factor the group's private-equity ownership and potentially
aggressive financial strategy. Therefore, we do not net cash
balances from our adjusted debt calculation. Our debt adjustments
include about EUR35 million in pension liabilities, about EUR415
million in future operating lease obligations, and minimal
contingent considerations related to previous acquisitions. We also
consider that yet-to-be finalized preference shares held by
Blackstone qualify for equity treatment under our methodology, in
light of the expected preferred coupon rate, equity-stapling
clause, and highly subordinated and default-free features.

"Furthermore, we acknowledge that Clay Holdco has significant
investment in unconsolidated equity affiliate SAMSE and may
increase its stake, potentially weakening its credit metrics. The
company holds about 20% of SAMSE's shares (listed on the Paris
Stock Exchange) and has a call option to take majority control by
2020. Currently, SAMSE has a market value of about EUR500 million
(as of Sept. 6, 2019), valuing Clay Holdco's investments at about
EUR100 million. Given the uncertainty on the transaction (the
strike price, timing, etc.), we assume in our base case that the
company will not exercise the option. However, should the company
exercise the option and take majority control, this may potentially
weaken its credit metrics.

"The final ratings will depend on our receipt and satisfactory
review of all final documentation and final terms of the
transaction. The preliminary ratings should therefore not be
construed as evidence of the final ratings. If we do not receive
the final documentation within a reasonable time, or if the final
documentation and final terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise the ratings. Potential changes include, but are not limited
to: changes in the acquisition's perimeter, utilization of the
proceeds, maturity, size and conditions of the facilities,
financial and other covenants, security, and ranking.

"The stable outlook reflects our expectation that the company will
sustain weighted-average adjusted debt to EBITDA below 6.5x,
supported by moderate growth in its EBITDA base and positive free
cash flows. We also expect adequate liquidity and comfortable
headroom under the covenants for the rating.

"Rating downside may arise should we see adjusted debt to EBITDA
sustainably deteriorate to above 6.5x without swift recovery
prospects. This could stem from severe margin pressure due to
weakening in underlying markets and a delay in the implementation
of strategic initiatives, large debt-funded acquisitions, or
increased shareholder returns. Negative free cash flows and a
weakening of liquidity could also constrain the ratings.

"In our view, an upgrade over the next 12 months is unlikely, given
the group's high leverage and potentially aggressive financial
policy from the private-equity sponsor. However, we could raise the
rating in the long term if the company were to improve its
operating margins and expand its business such that adjusted
leverage stayed sustainably below 5x and funds from operations
(FFO) to debt above 12%. An upgrade would also require a clear
financial policy commitment from the financial sponsor."


NOURYON HOLDING: Fitch Affirms B+ LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings affirmed Nouryon Holding B.V.'s Long-Term Issuer
Default Rating at 'B+' with a Stable Outlook. Fitch has also
affirmed Nouryon Finance B.V.'s senior secured rating at
'BB-'/'RR3'/61% and senior unsecured rating at 'B-'/'RR6'/0%.

The affirmation is supported by the company's reported revenue and
Fitch-adjusted EBITDA for 2018, which compare very well with
Fitch's previous forecasts. Funds from operations (FFO) adjusted
gross leverage for FY18 was higher than expected at 8.8x (compared
with 8.4x) due to higher short-term debt. However, the current base
case shows the deleveraging path from 2019 is intact, with FFO
adjusted leverage at 8.2x for 2019F.

The Stable Outlook reflects its expectation of slow deleveraging
toward 6.8x by 2022 on the back of low single-digit revenue growth,
gradually improving margins, reduced capex and the absence of
dividends and acquisitions. However, Fitch notes that its rating
case has minimal headroom for underperformance or delays in
achieving forecast cost savings.

KEY RATING DRIVERS

Deleveraging on Track: Fitch's current rating case shows FFO
adjusted leverage to slowly decline to 6.8x in 2022 which is in
line with its previous forecasts. The high financial risk is partly
counterbalanced by Nouryon's resilient business model, high EBITDA
margins and positive free cash flow (FCF) generation. Fitch views
positively the company's voluntary repayment of USD110 million on
the US dollar Term Loan B, as it accelerates deleveraging on a
gross basis and reduces interest expenses. However, leverage
remains elevated compared with other chemical peers with similarly
strong business profiles and constraints the rating at 'B+'.

Diversification Benefits Achieved: Nouryon continues to benefit
from its focus on specialty chemicals, high diversification across
geographies and end markets and from its ability to pass through
raw material price increase. In 1H19, the company's performance was
less affected by the negative agricultural sector performance and
the slowdown in automotive market than peers like BASF
(A+/Negative). However, its base case assumes slightly lower
revenue growth and absolute EBITDA compared with its previous base
case, given the uncertainty regarding the US-China trade dispute
and the Brexit outcome.

Increasing FCF: Fitch forecasts FCF at almost EUR100 million, or
1.9% of revenues for 2019, increasing to over EUR250 million in
2022 due to revenue growth, increasing profitability and reduced
level of capex and better control of working capital requirements.
Cash on balance sheet accumulates quickly to more than EUR800
million in 2022, improving financial flexibility. Its rating case
does not consider dividends to Carlyle and GIC.

No M&A in Fitch's Base Case: Fitch expects Nouryon to focus on
deleveraging and the implementation of the new organisational model
into three business lines with centralised operational functions.
The company generates enough FCF to accommodate small bolt-on
acquisitions but a transformational deal would likely require debt
funding. While Fitch views the latter as unlikely, given the
already high level of leverage, the divestment of the Industrial
Chemical business is more probable. However, Fitch treats major
acquisitions and divestments as event risk and Fitch will weigh the
potential weakening of Nouryon's diversification against the
group's financial profile on a case-by-case basis.

Leading Market Position: Nouryon maintains a leading position in a
majority of its markets, supported by strong customer relationships
and advanced research and development. Nouryon's focus on
technological leadership and recurring revenue helps reduce cash
flow volatility. However, while each business unit has a commodity
chemical element, most of the production is specialty chemicals and
products are often tailor-made for clients.

High Barriers to Entry: High barriers to entry are reflected in the
specialised nature of the products, technological know-how
requirement, proximity to clients, protected patents and high
switching costs for clients. Consequently, Nouryon benefits from
lower competition and pricing pressure than pure commodity
chemicals companies. Specialty chemicals are typically less
capital-intensive and benefits from innovations such as chemical
islands that co-locate production facilities near clients.
Profitability and cash flow generation tend to be more stable as a
result.

Favourable Pass-Through Cost Structure: The company has a cost
advantage due to long-term supplier contracts with customers that
adjust for increases in raw material prices. Periodic price
renegotiations are also built into the contracts, often in
Nouryon's favor due to the company's pricing power. Key input costs
and feedstock include electricity, natural gas, natural gas
derivatives, and natural fats. To further support this pass-through
cost structure and control costs, Nouryon has rolled out integrated
electricity plants and hedges 75% of volume demand within a
three-to-five year window.

Exposure to Cyclical End-markets: Nouryon manufactures a wide range
of specialty chemicals, yet certain business units (Industrial
Chemicals, Ethylene & Sulfur Derivatives) tend to have more
cyclical end-market customers. On the other hand, Fitch expects the
Pulp & Performance, Surface Chemical, and Polymer Chemistry
business units to be less affected by a cyclical downturn. Total
cyclical end-market exposure across the whole business is
approximately 30%-40% and composed of oil & gas, construction, and
agrochemicals.

Regulatory Risk: Rising focus by governments on more
environmentally friendly manufacturing methods results in expensive
and time-intensive adjustments to ensure compliance. While this
could generally constitute a risk should the regulation reshape the
company's ability to sell its products, Fitch believes that Nouryon
in particular is unlikely to be negatively affected, given its
proactivity to ensure the business remains complaint. As an
example, the company has been a leader in Europe to shift to
membrane technology when new regulations mandated the complete
phase out of the mercury process for chlor-alkali production.

DERIVATION SUMMARY

Nouryon's business profile compares favourably with Fitch's rated
chemical companies Ineos Group Holdings SA (BB+/Stable), Westlake
Chemical (BBB/Stable) and Eastman Chemical (BBB/Stable). It is
particularly well-placed across business and financial factors such
as diversification/scale, product leadership, and profitability.
However, it is constrained by a highly leveraged capital structure
and the resulting reduced financial flexibility. While Nouryon is
exposed to cyclical end-markets, the company has demonstrated the
ability to manage this cyclical exposure through the previous
market downturn in 2008 to 2009.

KEY ASSUMPTIONS

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

  - Revenue CAGR of 1.6% led by Polymer Chemistry and Ethylene &
    Sulfur Derivatives

  - Adjusted EBITDA margins expanding to 20% by 2022 from 17.4%
    currently, driven by cost savings and market share gain

  - Other items before FFO of EUR76 million including pension
    contribution of EUR35 million, environmental pay-outs of
    EUR21 million and EUR20 million of restructuring charges

  - Capex of EUR320 million-EUR300 million per year

  - Annual operating lease expense of EUR70 million capitalised
    at 8x

  - No common dividends

Fitch's Key Assumptions For Recovery Analysis

Going concern EBITDA of EUR774 million, reflecting a drop in EBITDA
from EUR944 million for 2019F driven by drastic changes in
regulation or substantial external pressures, like a global
downturn. At this level of EBITDA, the company is still able to
cover the interest on the debt, the mandatory amortisation on the
US dollar Term Loan B, approximately EUR300 million of capex to
keep the asset base updated and EUR35 million of pension
contribution.

The going concern EBITDA estimate reflects Fitch's view of a
sustainable, post-reorganisation EBITDA level upon which Fitch
bases the enterprise valuation.

An EV multiple of 5.5x EBITDA is applied to the going concern
EBITDA to calculate a post-reorganisation enterprise value

RATING SENSITIVITIES

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

  - FFO adjusted gross leverage below 5.5x on a sustained basis

  - FFO fixed charge cover above 2.5x on a sustained basis

  - Expanded EBITDA margins sustained above 23%, and FCF margins
    above 5% through achieved synergies and cost savings

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

  - FFO adjusted gross leverage above 8.0x on a sustained basis

  - FFO fixed charge cover below 2.0x on a sustained basis

  - Failure to achieve expected synergies resulting in absence
    of EBITDA margin improvement

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: As of June 30 2019, the company had EUR388
million of cash to cover the quarterly amortisation of the US
dollar Term Loan B (around EUR10 million per quarter) and EUR4
million of short term bank loans. The EUR770 million (USD877
million) revolver is undrawn but borrowings are only available for
EUR707 million as EUR63 million are utilized as guarantee for cash
management and trade finance facilities. Accounting for the
forecast positive and increasing FCF, the liquidity ratio is higher
than 30x. As the company estimates EUR250 million is needed to run
the business, the remaining cash is available for debt repayments
or for small bolt on acquisitions. Nouryon voluntarily prepaid
USD110 million on the US dollar Term Loan B on October 9, 2019.

SUMMARY OF FINANCIAL ADJUSTMENTS

After the announcement of the transaction, The Carlyle Group on
March 19, 2018 created Nouryon Cooperatief U.A. to acquire the
activities of the former AkzoNobel Specialty Chemicals business.
Nouryon Cooperatief U.A. is the holder of 100% of the share of
Nouryon Holding B.V. The transaction closed on October 1, 2019.
Until the close of the transaction (first nine months of 2018), the
financial performance is recorded under 'Combined Carve-Out
Financial Statements Of The AkzoNobel Specialty Chemical Group',
while the last quarter is recorded under 'Consolidated Financial
Statements for Nouryon Cooperatief U.A.

Fitch has added items under P&L and cash flow statements to
reconstruct the performance for the 12 months ended December 31,
2018. Balance Sheet items reflect Nouryon Cooperatief U.A.'s
financial statements for the period ended December 31, 2018.

Adjustments to 2018 EBITDA: EUR99 million of 'Other Operating
Costs' moved to 'Non-Operating' as they relate to the acquisition
of AkzoNobel Specialty Chemical business. Similarly, EUR153 million
of costs are added back as considered 'Non-Recurring'.




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MADEIRA: DBRS Confirms R-4 Short Term Issuer Rating, Trend Stable
-----------------------------------------------------------------
DBRS Ratings GmbH upgraded the Long-Term Issuer Rating of the
Autonomous Region of Madeira to BB (high) from BB and changed its
trend to Stable. At the same time, DBRS Morningstar confirmed
Madeira's Short-Term Issuer Rating at R-4. The trend on the
Short-Term Issuer Rating remains stable.

KEY RATING CONSIDERATIONS

The rating upgrade is driven by the upgrade of the Republic of
Portugal's Long-Term Foreign and Local Currency – Issuer Rating
to BBB (high) from BBB on 4 October 2019. The upgrade of the
sovereign's ratings reflected the persistent improvement in several
of Portugal's key rating indicators. The fiscal position is broadly
in balance and the government debt-to-GDP ratio is declining at a
healthy pace. Credit fundamentals among Portuguese banks' have also
strengthened and positive change to the structure of the Portuguese
economy should support more balanced growth in the future. Given
the economic and financial linkages between both government tiers,
Portugal's upgrade affects positively DBRS Morningstar's analysis
of Madeira's creditworthiness and supports the region's upgrade.

Madeira's ratings remain underpinned by (1) the region's
stabilizing financial performance over the last few years and its
slowly improving debt metrics, which have been supported by
favorable economic performance; (2) the financial oversight and
support to the regional government from the Republic of Portugal;
and (3) Madeira's enhanced control over its indirect debt as well
as its commercial liabilities through a gradual recentralization of
these liabilities onto its own balance sheet.

RATING DRIVERS

Upward rating pressure could materialize if any or a combination of
the following occur: (1) Madeira substantially reduces its
indebtedness; (2) the Portuguese sovereign rating is upgraded; (3)
Madeira's economic indicators continue to improve and the region
enhances its economic resiliency; or (4) there are indications of a
further strengthening of the relationship between the region and
the central government.

Negative downward pressure on the ratings could materialize if any
or a combination of the following occur: (1) there is a negative
rating action on the Portuguese sovereign; (2) Madeira fails to
stabilize its financial performance and debt metrics over the
medium-term; (3) indications emerge that the financial support and
oversight currently provided by the central government weaken; or
(4) there is a reversal in the reduction of the region's indirect
and guaranteed debt.

RATING RATIONALE

Strengthening Fiscal Performance since 2013 and Steadily Declining
But Still Very High Debt Metrics

Madeira's overall fiscal performance has substantially improved in
the last five years. Expenditure control and some growth in tax
revenues, reflecting tax hikes and economic growth, have allowed
the region to deliver a stronger financial performance. The
region's deficit represented 3% of operating revenues at the end of
2018, down from a very large 74% at the end of 2013 (2015: 16%).
While the 2013 financial performance largely reflected one-off
measures with sizeable capital injections into public companies,
DBRS Morningstar notes that reduction in the region's financing
deficit has been steady although it has required continuous efforts
from the regional government.

DBRS Morningstar highlights that Madeira's financials remain
subject to volatility, especially regarding its corporate income
tax receipts. Although some changes can affect the region's
performance from one year to the next, Madeira's overall fiscal
position should remain sound going forward. As Madeira held
regional elections in 2019, DBRS Morningstar considers the risk of
fiscal slippage to have marginally increased this year and will
therefore monitor the region's overall expenditure control to
assess for any impact on its finances.

Solid gross domestic product (GDP) growth, supported by a steady
rise of the tourism sector in the region and stronger fiscal
performance has allowed Madeira to decrease its extremely high debt
ratios since 2012. From an international comparison, the region's
debt-to-operating revenues, at 498% at the end of 2018, remains
very high. Madeira's debt ratio continues to represent, in DBRS
Morningstar's view, the main drag on the region's ratings. However,
DBRS Morningstar views positively the downward trajectory of the
ratio over the last few years.

Enhanced Oversight and Sovereign Guarantees Support the Rating

DBRS Morningstar acknowledges that the region has taken substantial
steps to increase transparency and monitoring around its indirect
and guaranteed debt, but also to reduce its DBRS
Morningstar-adjusted debt stock. This metric includes direct,
indirect and guaranteed debt, commercial obligations and Public
Private Partnerships -PPPs- related obligations. In addition, the
national government's support via the Portuguese Treasury and Debt
Management Agency (IGCP) is a positive credit feature for the
region, as it strengthens its overall debt management.

The explicit guarantees provided by the central government for the
refinancing of the regional debt and DBRS Morningstar's expectation
that this support will continue are positive credit features. The
region's refinancing needs have therefore fully benefited from the
national government's explicit guarantee in 2019 and should
continue to do so going forward (if requested by the regional
government). While the region's financial performance should
stabilize over the short-to-medium term, additional debt reductions
of a significant scale will be critical for the region to
strengthen its credit profile further.

RATING COMMITTEE SUMMARY

DBRS Morningstar's European Sub-Sovereign Scorecard generates a
result in the BBB (low) - BB range. The main points discussed
during the Rating Committee include the relationship between the
central government and the Autonomous Region of Madeira, the debt
metrics, financial and economic performance of the region.

Notes: All figures are in Euros (EUR) unless otherwise noted.




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EURASIA DRILLING: Fitch Affirms BB+ LongTerm IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings affirmed Eurasia Drilling Company's Long-Term Issuer
Default Rating and 'BB+' with a Stable Outlook.

The affirmation reflects the relatively low volatility of EDC's
business compared with internationally focused oilfield services
companies amid weak oil prices, its fairly conservative balance
sheet on the back of free cash flow (FCF) generated over 2015-2018
and reduced foreign exchange risks. The company's FCF may come
under some pressure given potentially higher capex and dividends,
Fitch assumes its leverage will remain conservative and in line
with the 'BB+' rating. EDC's rating is constrained by the company's
high customer concentration, with PJSC Lukoil (BBB+/Stable)
accounting for 68% of its total revenue in 2018.

EDC is Russia's largest independent drilling company focused on the
domestic onshore segment. In 2018, EDC generated EBITDA of USD434
million.

KEY RATING DRIVERS

Onshore Performance Broadly Stable: In 8M19, EDC's onshore drilling
volumes edged down by 1% after an 11% yoy fall in 2018. At the same
time, EDC's more complex and hence more expensive volumes of
horizontal metres drilled continued to increase (+9% yoy in 8M19).
Fitch assumes broadly stable volumes due to uncertainty over the
expiration of the OPEC+ agreement that adversely affects drilling
activity in Russia. Fitch believes EDC should be able to maintain
its strong position in domestic onshore segment in the medium term,
as the demand outlook for drilling remains favourable overall and
its customers would likely struggle to replace EDC's volumes, given
the shortage of quality drillers in the market.

Caspian Sea Business: EDC's offshore operations in the Caspian Sea,
where full-cycle oil production costs are higher versus Russian
onshore and where EDC works with both Russian and international
clients, has not yet shown any meaningful improvement. The company
has four jack-up rigs in the landlocked Caspian Sea, one of which
remains idle. Fitch believes the offshore segment could gradually
improve as activity in the region picks up and project moderately
growing revenues over the next several years.

Conservative Leverage, Lower FCF: Fitch expects that after reducing
leverage and forex risks EDC will be focusing on replacing its rig
fleet. Fitch assumes capex to increase from around USD100
million-USD150 million per year in 2016-18 to USD200 million-USD250
million per year in 2019-22, leading to lower FCF generation before
dividends. Fitch also expects that EDC will resume dividends. Its
base case forecasts conservatively assume moderately negative FCF
after dividends in 2020-22, but for funds from operations (FFO)
adjusted net leverage to remain at around 1.5x over 2019-2022, a
very conservative level for the 'BB' rating category.

Russian Drilling Market Fundamentals: The Russian oil industry has
proved broadly resilient to the substantial volatility in oil
prices over the past several years due to peculiarities of the
domestic tax system and the rouble depreciation. Russian oilfield
services companies have generally performed better than
international peers, especially those exposed to international
offshore operations, many of which have seen a dramatic decline in
both day rates and volumes. The OPEC+ agreement initially reached
in late 2016 has prompted some oil companies, including Lukoil, to
revise down their drilling programmes, which have had a negative
impact on EDC's volumes, but the demand for oilfield services has
nevertheless remained robust.

The longer-term trend outlook for the sector is favourable. The
importance of horizontal drilling, which generates higher margins,
will continue to increase. Russian oil companies will require more
complex wells with significant horizontal sections for hydraulic
fracturing and higher oil flow rates at conventional wells as the
production base becomes more depleted, and greenfields become more
geologically complex.

Concentrated Customer Base: EDC has managed to diversify its
customer base and to somewhat reduce its dependence on Lukoil, of
which EDC was a part before the spin-off in 2004, although
concentration remains high and limits the rating to 'BB+'. In 2018,
Lukoil accounted for 68% of EDC's revenue and 50% of metres
drilled, followed by Rosneft (30% of metres drilled) and PJSC
Gazprom Neft (17%, BBB/Stable).

The high customer concentration reflects EDC's legacy as Lukoil's
main drilling contractor as well as the structure of the Russian
oil industry, with a significant share of in-house drilling
services, particularly in the regions where EDC operates. Fitch
expects Lukoil to remain EDC's main source of revenue over the
medium term. This is mitigated by EDC's position and reputation in
the domestic drilling market and the limited alternatives for
reliable drilling contractors.

FX Risks Significantly Reduced: In 1H19 EDC bought out 90% of its
USD600 million dollar-denominated Eurobond and replaced a portion
of it with rouble-denominated loans. As a result the share of US
dollar-denominated debt in the company's portfolio reduced to 35%
at June 30, 2019 from almost 80% at end-2018. EDC's FX-denominated
debt decreased to a quarter of the total in 3Q19 as one of the bank
loans was refinanced. Fitch currently assesses EDC's forex risks as
fairly low, given its remaining dollar-denominated debt is now
better aligned with dollar-denominated cash flows from the
company's offshore drilling business.

Sanctions: The Russian oil industry have been the target of western
technological sanctions, but those have been mainly limited to
hard-to-recover tight oil reserves and deep offshore, where Russian
oil companies have not been very active. The technological
sanctions have had a very limited impact on Russian oil producers
and EDC. While new, more stringent sanctions which could represent
a stress to the sector are a possibility, Fitch views them as an
event risk.

DERIVATION SUMMARY

EDC is among Russia's largest onshore oil drilling companies, which
also provides onshore workover, sidetracking services and offshore
drilling on the Caspian Sea shelf. EDC's financial profile is
stronger than international peers, for example Nabors Industries,
Inc (BB-/Stable), Precision Drilling Corporation (B+/Stable),
Petroleum Geo-Services (B-/Stable), and Anton Oilfield Services
(B/Stable). On the other hand, EDC remains Russia-focused, has high
reliance on a single customer Lukoil and performs a narrow range of
oilfield services. Its closest Fitch-rated Russian peer is JSC
Investgeoservis (B-/Rating Watch Negative), which has a lower
rating because of smaller scale, higher dependence on its key
customer and on-going liquidity issues.

KEY ASSUMPTIONS

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

  - Stagnant average drilling volumes in 2019-2022;

  - Stable rouble-denominated onshore drilling rates;

  - Gradual rebound in Caspian offshore drilling activity
    resulting in offshore revenue rising to USD200 million
    in 2022 from USD156 million in 2018;

  - EBITDA margin averaging 25% in 2019-2022;

  - USD/RUB at 65.6 in 2019, 66.6 in 2020, 67.3 in 2021 and
    67.5 thereafter;

  - Capex for 2019-2022 gradually increasing to USD250 million in
    2022 from USD200 million in 2019;

  - Reintroduction of dividend payment to shareholders in 2019.

RATING SENSITIVITIES

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

  - An upgrade is unlikely unless there is significant improvement
    in customer diversification.

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

  - FFO adjusted net leverage above 2.0x on a sustained basis.

  - Negative pre-dividend FCF on a sustained basis.

  - Substantial deterioration in drilling volumes or tariffs

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity, FX Mismatch: At end-June 2019, cash of USD356
million covered USD269 million short-term debt, including a USD100
million short-term loan from Rosbank, which was refinanced later in
2H19. Fitch projects that EDC will generate neutral FCF in
2H19-1H20.

Around 35% of EDC's debt and 20% of cash was US-dollar denominated
at June 30, 2019, while more than 90% of its revenue and costs are
denominated in roubles. Fitch expects utilisation of the company's
offshore rigs, which generate revenue in US dollars, to increase
gradually. EDC's FX risks have significantly diminished relative to
its 2018 US dollar exposure.




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

JEWEL UK: Moody's Withdraws B1 CFR for Business Reasons
-------------------------------------------------------
Moody's Investors Service withdrawn the B1 corporate family rating
and the B1-PD probability of default rating of Jewel UK Midco Ltd.
Jewel is the parent and 100% owner of Watches of Switzerland, a
retailer of high-quality jewellery and watches operating in the UK
and in the US.

At the time of the withdrawal, the ratings had a stable outlook.
Jewel's debt previously rated by Moody's has been fully repaid. A
full list of affected ratings can be found at the end of this Press
Release.

RATINGS RATIONALE

Moody's has decided to withdraw the ratings for its own business
reasons.

Withdrawals:

Issuer: Jewel UK Midco Ltd

LT Corporate Family Rating, Withdrawn , previously rated B1

Probability of Default Rating, Withdrawn , previously rated B1-PD

Outlook Actions:

Issuer: Jewel UK Midco Ltd

Outlook, Changed To Rating Withdrawn From Stable




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T U R K E Y
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ALTERNATIFBANK AS: Fitch Affirms B+ LT IDR, Outlook Negative
------------------------------------------------------------
Fitch Ratings affirmed the Long-Term Foreign-Currency IDRs of five
small, foreign-owned Turkish banks. The LT FC IDRs of
Alternatifbank A.S., BankPozitif Kredi ve Kalkinma Bankasi A.S.
(BankPozitif), ICBC Turkey Bank A.S. (ICBC Turkey) and Burgan Bank
A.S. (Burgan Bank Turkey) are affirmed at 'B+' with Negative
Outlooks, while Turkland Bank A.S (T-Bank) is affirmed at 'B' with
a Stable Outlook.

The banks' Viability Ratings have all been affirmed, and that of
BankPozitif simultaneously withdrawn, reflecting Fitch's view that
the bank no longer has a meaningful standalone franchise given the
fact it is in wind-down (in the absence of a buyer).

KEY RATING DRIVERS

IDRS, SUPPORT RATINGS, SENIOR DEBT RATINGS

The LT FC IDRs of Alternatifbank, BankPozitif, Burgan Bank Turkey
and T-Bank, and senior debt rating of BankPozitif, are driven by
institutional support, in case of need, from their higher-rated
foreign parents, namely, Alternatifbank (100%-owned by The
Commercial Bank (P.S.Q.C.); A/Stable), BankPozitif (69.8%-owned by
Bank Hapoalim; A/Stable), T-Bank (50% owned by Arab Bank Plc;
BB/Stable) and Burgan Bank Turkey A.S. (99%-owned by Burgan Bank
K.P.S.C.; A+/Stable).

ICBC Turkey's LT FC IDR is driven by its 'b+' VR and underpinned by
potential support from its 92.8% shareholder, Industrial and
Commercial Bank of China Limited (A/Stable).

All five banks' Support Ratings are affirmed at '4' reflecting
their majority ownership, integration, roles within their
respective groups and common branding (Burgan Bank Turkey and ICBC
Turkey).

In the case of Alternatifbank, Burgan Bank Turkey and ICBC Turkey,
Fitch views the banks to be of strategic importance to their
respective parents, resulting in a high support propensity.
However, the extent to which support can be factored into their
ratings is constrained due to the risk of potential government
intervention in the banking sector.

BankPozitif can be considered of limited importance to its parent
based on the wind-down of its operations. However, its Support
Rating has been affirmed at '4' due to its small size, integration
and the record of funding support.

Fitch also considers T-Bank to be of limited importance to its
parent, given that Turkey is not a core market for the group and in
light of T-Bank's weak performance record. In addition, Arab Bank
classified T-Bank as an investment held for sale in its end-2018
financial statements. T-Bank's LT FC IDR is, therefore, notched
down three times from its parent. Nevertheless, the bank's Support
Rating has been affirmed at '4' reflecting the record of timely and
sufficient provision of capital and liquidity support to the bank
from Arab Bank as well as its joint 50% owner BankMed Sal.

The support-driven LT FC IDRs of Alternatifbank, Burgan Bank Turkey
and BankPozitif are capped at one notch below Turkey's sovereign
rating (BB-/Negative) reflecting Fitch's view that in case of a
marked deterioration in Turkey's external finances, the risk of
government intervention in the banking sector that would prevent
the banks from servicing their FC obligations would be higher than
that of a sovereign default.

All five banks 'BB-' LT Local-Currency IDRs are driven by
shareholder support. With the exception of T-Bank (whose LT
Local-Currency IDR is equalised with its LT FC IDR), these are
rated one notch above their LT FC IDRs, reflecting Fitch's view of
a lower likelihood of government intervention that would impede
their ability to service obligations in local currency.

The Negative Outlooks on the LT IDRs of Alternatifbank, Burgan Bank
Turkey, BankPozitif and ICBC Turkey reflect the potential for
further deterioration in Turkey's external finances, which could
increase the risk of government intervention in the banking sector.
A sovereign downgrade would likely lead to downgrades of these
banks. In the case of ICBC Turkey, it additionally reflects the
potential for further deterioration in the operating environment,
which could negatively affect its standalone creditworthiness,
given that its LT FC IDR is driven by its VR. The Stable Outlook on
T-Bank's IDRs mirrors that on its parent.

VRs

The VRs of all five banks reflect the concentration of their
operations in the high-risk Turkish operating environment, which
deteriorated significantly in 2018, as evidenced by the Turkish
lira depreciation (down 29% against the US dollar in 2018 and 11%
ytd in 2019), a high, albeit now falling, local-currency
interest-rate environment (which heightens pressure on margins,
asset quality, capitalisation and liquidity) and the weak growth
outlook (2019: GDP growth of -0.3% forecast). Market conditions in
2019 have remained a challenge, exacerbated by ongoing market
volatility and political and geopolitical uncertainty.

The ratings also reflect the banks' limited franchises in the
Turkish banking sector, where they have market shares of total
assets, loans and deposits below 1%. The banks operate as universal
commercial banks mainly servicing commercial, corporate and, to
varying extents, SME customers. BankPozitif has an investment
banking license and has historically focused on primarily
FC-denominated corporate lending. ICBC Turkey has a niche servicing
large corporates and China-Turkey trade-related flows, where it
benefits from links to and funding from its parent, which underpins
its company profile.

Asset-quality risks for all five banks are significant, as for the
sector, and have increased due to the weaker growth outlook, the
high, albeit now falling, lira interest-rate environment and
local-currency depreciation (given the impact of depreciation on
borrowers' ability to service their FC debt as they are not always
fully hedged). FC lending ranged from 22% (T-Bank) to 75% (ICBC
Turkey) of the banks' respective gross loans at end-1H19, compared
with the sector average of about 40%.

Loan growth rates across the banks have varied significantly in
recent years. To some extent, this volatility has reflected base
effects, given their small size, the lira depreciation (which
inflates FC risk-weighted assets (RWAs)) and loan deleveraging
(BankPozitif, T-Bank).

High growth appetites heighten risks to asset quality as loans
season. T-Bank has set rapid growth targets for 2020, underpinned
by planned capital support from shareholders, as it aims to boost
profitability, while BankPozitif continues to pursue a loan
deleveraging strategy. The remaining banks have generally adopted a
more cautious approach to growth in the short term given operating
environment pressures, although objectives may shift and growth
targets be revised depending on market opportunities and
conditions, in Fitch's view, including further potential cuts in
lira interest rates.

All five banks have exposure, to varying degrees, to the SME
segment, which is highly sensitive to the weakening growth outlook,
although the banks generally benefit to a limited extent from
treasury-backed guarantees against SME and commercial loans issued
under the Credit Guarantee Fund. Exposure to smaller SME borrowers
is limited at Alternatifbank, Burgan Bank Turkey, ICBC Turkey and
T-Bank.

Exposures to the troubled construction, real estate and energy
(exception: T-Bank) sectors are additional sources of risk for the
banks. The BRSA recently announced (September 2019) that banks
should reclassify a TRY46 billion of loans as non-performing loans
(NPLs), which included a large portion of construction and energy
exposures. Both sectors have come under pressure from the weak
growth outlook, market illiquidity (real estate), the lira
depreciation (as the loans are frequently in FC but revenues in
lira) and weak energy prices (energy lending).

Single-name concentration risk also heightens credit risk for the
banks, given their small size and focus on larger commercial and
corporate borrowers, and has been exacerbated by loan deleveraging
at BankPozitif and T-Bank.

All five banks' NPL ratios increased in 1H19, except at ICBC Turkey
where it fell slightly. ICBC Turkey reported an NPL ratio of a low
1.1% at end-1H19 and has reported consistently below peer NPL
origination rates, partly reflecting its focus on better-quality
corporate customers. However, the largely long-term and
FC-denominated composition of its loan book result in seasoning
risks, although losses might feed through fairly gradually.

The NPL ratios of the other banks ranged from moderate to high. At
end-1H19, they were 4.6% (Alternatifbank), 5.6% (Burgan Bank),
19.4% (BankPozitif) and 44.0% (T-Bank), respectively. BankPozitif
and T-Bank's asset-quality ratios should partly be considered in
light of rapid loan deleveraging in 2017/2018, but these banks
continued to report high NPL origination rates in 1H19. T-Bank
reports significantly weaker asset-quality ratios than peers
despite ongoing efforts to clean up its loan book.

Stage 2 loans have also risen across the banks (with the exception
of ICBC Turkey) and could result in new NPLs as loans season. A
high share (between 39% and 82% of the banks' total Stage 2 loans)
have been restructured. Stage 2 loans ratios ranged from 4.5% (ICBC
Turkey) to a high 14.1% (Burgan Bank Turkey), 15.6%
(Alternatifbank), 19.3% (T-Bank) and 31.6% (BankPozitif).

Total loan loss reserve coverage of impaired loans varies across
the banks. It is low at BankPozitif (end-1H19: 49%) and T-Bank
(59%), partly reflecting their large NPL portfolios but also
reliance on collateral (and ensuing moderate specific reserves
coverage of NPLs). The latter is also the case for Burgan Bank
Turkey, which had only moderate total NPL reserves coverage (81%).
However, collateral could be challenging to realise given pricing
pressure and market illiquidity in the weaker operating
environment. Total loan loss reserve coverage was stronger at both
Alternatifbank (121%) and ICBC Turkey (245%).

All five banks generally report below-sector-average profitability
metrics, reflecting a lack of economies of scale, limited pricing
power, high impairments and below-sector-average net interest
margins (NIMs; Alternatifbank, ICBC Turkey, T-Bank). Their
operating profit/ RWAs ratios ranged from a weak -8.9% (T-Bank) to
0.2% (BankPozitif), 1.1% (Alternatifbank and ICBC) and 1.3% (Burgan
Bank Turkey) in 1H19. The banks' performance is likely to remain
muted given low to moderate loan growth and likely asset-quality
deterioration in the weaker economic climate.

The banks' NIMs vary significantly depending on their share of FC
lending and costly local-currency funding. All should benefit to
some degree from a margin uplift following the lira interest-rate
cuts in 3Q19, given that their liabilities reprice more quickly
than their assets.

T-Bank's margin tightened very sharply in 1H19 to 1.1% from 5.3% in
2018, due to its high cost of lira funding and large stock of
impaired loans. BankPozitif reported the widest margin (5.4%)
underpinned by low-cost parent funding. Burgan Bank Turkey reported
a reasonable NIM (including swap costs) reflecting access to
cost-effective parent funding.

All five banks' capital ratios have come under pressure, as for the
sector, from lira depreciation (which inflates FC RWAs), the high,
but now falling, lira interest-rate environment (due to negative
revaluations of bond portfolios through equity; 2H18-1Q19: ICBC
Turkey, BankPozitif) and asset-quality weakness.

With the exception of T-Bank, which reported a pre-impairment loss
in 1H19, pre-impairment operating profit provided a moderate buffer
- ranging from 3.0% (Burgan Bank Turkey) to 3.7% (Alternatifbank)
of banks' respective average loans in 1H19 - to absorb losses
through income statements.

With the exception of T-Bank, all banks' reported total capital
adequacy ratios were generally comfortably above regulatory
requirements at end-1H19, underpinned by Tier 2 subordinated debt
or additional Tier 1 (AT1) capital from parent banks (Burgan Bank
Turkey, ICBC Turkey, Alternatifbank) or the market
(Alternatifbank). Their Fitch Core Capital (FCC) ratios were
weaker, however, and were a low 5.8% (T-Bank), 7.8%
(Alternatifbank) and a more moderate 9.4% (Burgan Bank Turkey) and
9.5% (ICBC Turkey). BankPozitif's high FCC ratio (30.4%) reflects
the wind-down of its operations.

T-Bank's core capitalisation was boosted by the conversion of USD30
million of AT1 capital from its parent into core equity in 3Q19,
which provided about 500bp uplift to its common equity Tier 1
(CET1) ratio. The bank expects to receive a further USD60 million
in 4Q19, which would materially improve its capital ratios.
Notwithstanding this, unreserved NPLs to FCC are set to remain
significant at the bank. Alternatifbank also received new equity
from its parent in 1H19, equivalent to 27% of end-1H19 equity
(+100bp uplift to its CET1 ratio).

Deposit funding, primarily in FC, was a moderate 56%-57% of total
funding at Alternatifbank, Burgan Bank Turkey and ICBC Turkey at
end-1H19. T-Bank is almost fully funded by local-currency customer
deposits and has no FC wholesale funding. BankPozitif does not have
a deposit license and is fully wholesale funded, although a large
portion of its funding is sourced from its parent.

Refinancing risks have increased for the banks, as for the sector,
as a result of operating environment pressures and market
volatility. However, net of related-party funding, they generally
have lower wholesale funding reliance than large bank peers.

The banks' FC liquidity positions are generally adequate to
moderate with additional comfort provided by the presence of
foreign bank parents. Nevertheless, their liquidity profiles could
come under pressure in case of a prolonged market closure or
material deposit outflows, given their only limited franchises and
less flexible pricing powers.

SUBORDINATED DEBT

The subordinated notes rating of Alternatifbank - which is notched
down once from its support-driven LT FC IDR - has been affirmed in
line with the affirmation of its anchor rating. The notching
includes one notch for loss severity and zero notches for
non-performance risk (relative to the anchor rating). Recoveries on
the notes in the event of default are considered to be below
average, as evidenced by a Recovery Rating (RR) of 'RR5'.

BANK SUBSIDIARY - ALTERNATIF FINANSAL KIRALAMA

Alternatif Lease's ratings are equalised with those of its parent
Alternatifbank, reflecting Fitch's view that it is a highly
integrated, core subsidiary. Alternatif Lease is 100% owned by
Alternatifbank and offers core products and services (leasing) in
its parent's core market (Turkey), which reflects its key role in
the group.

NATIONAL RATINGS

The affirmation of all entities' National Ratings reflects its view
that their creditworthiness in local currency relative to other
Turkish issuers has not changed.

RATING SENSITIVITIES

IDRS, SUPPORT RATINGS, AND NATIONAL RATINGS OF ALL BANKS
The banks' LT IDRs, Support Ratings and National Ratings could be
downgraded if the Turkish sovereign is downgraded (except at
T-Bank), or if there is a sharp reduction in the ability or
propensity of a parent bank to support its Turkish subsidiary.
Their IDRs are also sensitive to Fitch's view of the risk of
government intervention in the banking sector.

T-Bank's support-driven ratings, which are notched down three times
from its parent, are sensitive to Arab Bank's propensity to provide
support to its subsidiary. The bank's ratings could be downgraded
if it does not receive sufficient and timely support to offset the
impact of potential further weaknesses in asset quality and
performance.

VRs

The banks' VRs could be downgraded from i) a marked deterioration
in the operating environment, as reflected in further adverse
changes to the lira exchange rate, domestic interest rates,
economic growth prospects and external funding market access; ii) a
weakening of the banks' FC liquidity positions due to deposit
outflows or an inability to refinance maturing external
obligations; or iii) bank-specific deterioration of asset quality
leading to significant pressure on capital positions.

Further deterioration in T-Bank's asset quality or the inability to
effectively improve the bank's performance resulting in further
capital erosion could also lead to a downgrade of the VR.

A weakening of Alternatifbank's core capital ratios, without timely
and sufficient support from its parent, could lead to a downgrade
of its VR.

A downgrade of ICBC Turkey's VR would only result in negative
action on its LT FC IDR if its view of the ability or propensity of
its shareholder to provide support also weakens.
Upside for all banks' VRs is limited in the near term, given
heightened operating-environment pressures and risks to the banks'
asset quality, performance and capitalisation.

SUBORDINATED DEBT RATING

Alternatifbank's subordinated debt rating is primarily sensitive to
changes in its anchor rating, namely its support-driven LT FC IDR.
The rating is also sensitive to a change in notching from the
anchor rating due to a revision in Fitch's assessment of the
probability of the notes' non-performance risk or of loss severity
in case of non-performance.

BANK SUBSIDIARY - ALTERNATIF FINANSAL KIRALAMA

The ratings of Alternatif Lease are sensitive to changes in its
parent's ratings.


KUVEYT TURK: Fitch Affirms 'B+' LongTerm IDR, Outlook Negative
--------------------------------------------------------------
Fitch Ratings affirmed the Long-Term Foreign Currency (LT FC)
Issuer Default Ratings of Kuveyt Turk Katilim Bankasi A.S (Kuveyt
Turk), Turkiye Finans Katilim Bankasi A.S. (Turkiye Finans) and
Vakif Katilim Bankasi AS (Vakif Katilim) at 'B+'.

The LT FC IDRs of Kuveyt Turk and Turkiye Finans are driven by the
banks' standalone creditworthiness, while that of Vakif Katilim is
driven by sovereign support. The Outlooks on the banks' LT FC IDRs
are Negative.

Fitch has also affirmed the Viability Ratings (VR) of all three
banks.

KEY RATING DRIVERS

IDRs AND KUVEYT TURK's SENIOR DEBT RATINGS

The IDRs and senior debt ratings of Kuveyt Turk and the IDRs of
Turkiye Finans are driven by their VRs and underpinned by potential
support from their respective controlling foreign shareholders,
Kuwait Finance House (KFH; A+/Stable) and Saudi-based The National
Commercial Bank (NCB; A-/Stable). KFH owns a 62% stake in Kuveyt
Turk, and NCB holds a 67% stake in Turkiye Finans.

Their 'B+' LT FC IDRs are one notch below Turkey's 'BB-' sovereign
rating. This reflects Fitch's view that in case of a marked
deterioration in Turkey's external finances, the risk of government
intervention in the banking sector that would prevent the banks
from servicing their FC obligations would be higher than that of a
sovereign default.

However, the LT Local-Currency (LC) IDRs of Kuveyt Turk and Turkiye
Finans are rated one notch above their LT FC IDRs at 'BB-' on the
basis of shareholder support. This reflects Fitch's view of a lower
likelihood of government intervention that would impede the banks'
ability to service obligations in LC. The Negative Outlooks on the
banks' LT LC IDRs mirror that on the sovereign rating.

Vakif Katilim's IDRs are driven by potential state support.
However, the bank is rated one notch below the sovereign LT FC IDR,
reflecting the limited ability of the government to provide support
in FC, in light of the country's moderate net FC reserves.

Vakif Katilim's 'BB-' LT LC IDR is one notch above the bank's LT FC
IDR and equalised with the sovereign LT LC IDR. This reflects the
greater ability of the sovereign to provide support in LC. The
Negative Outlook on Vakif Katilim's IDRs mirrors that on the
sovereign rating.

VRs

Kuveyt Turk's and Turkiye Finans's VRs of 'b+' reflect the banks'
reasonable company profiles, which are underpinned by solid market
shares in the niche participation banking segment (ranked first and
second by total assets, respectively), notwithstanding the banks'
overall small domestic market shares.

Vakif Katilim's VR of 'b-' reflects a short record of operation
(started operations only in 2016), the bank's smaller size, and
ensuing high single-name concentration risk on both sides of the
balance sheet (albeit partly reflecting lumpy state-related
deposits). In addition, the bank is pursuing a rapid growth
strategy (albeit from a low base), which heightens risks to its
credit profile given its still evolving risk management framework,
loan seasoning risks and significant operating environment
pressures.

The VRs of all three banks reflect the concentration of their
operations in the high-risk Turkish operating environment, which
deteriorated significantly in 2018, as evidenced by the lira
depreciation (down 29% against the US dollar in 2018 and 11% YtD in
2019), the high, albeit now lower, LC interest-rate environment
(which heightens pressure on margins, asset quality, capitalisation
and liquidity) and a weak growth outlook (2019: GDP growth of -0.3%
forecast). Market conditions in 2019 have remained a challenge,
exacerbated by market volatility and political and geopolitical
uncertainty.

The banks have limited domestic franchises (market shares under 2%
of banking sector assets) but operate in the participation banking
segment, which offers reasonable medium-term prospects, given its
current small share in the overall banking sector and its strategic
importance to the Turkish authorities.

Financing growth across the three banks has been impacted by the
lira depreciation and has varied significantly. Kuveyt Turk and
Vakif Katilim have grown consistently above the sector average,
while Turkiye Finans has grown below sector average, reflecting its
more cautious approach and tighter underwriting standards following
the clean-up of its financing book. Vakif Katilim's growth has been
supported by capital injections from the Turkish authorities and
also partly reflects low base effects.

Asset-quality risks for the banks are significant, as for the
sector, and have increased due to the weaker growth outlook, the
high, albeit now falling, Turkish lira interest-rate environment
and lira depreciation, given the banks' high share of FC financing
and the impact of the weaker lira on borrowers' ability to service
their FC debt (as they are not always fully hedged). FC financing
ranged from 42% (Turkiye Finans) to 44% (Vakif Katilim) and 45%
(Kuveyt Turk) of the banks' respective gross financing at
end-1H19.

The three banks also have high exposure to the SME segment (to a
lesser extent at Vakif Katilim), which is highly sensitive to the
weaker economic climate. They benefit to a limited extent from
Treasury guarantees against Credit Guarantee Fund-related exposures
up to a 7% non-performing financing cap.

Exposure to the troubled construction sector - which is higher at
Vakif Katilim - and, to a lesser extent, the energy sector, are
additional sources of risk for the banks, as reflected in fairly
high Stage 2 ratios in the banks' respective portfolios. These
sectors have come under pressure from the weak growth outlook,
market illiquidity (real estate), the lira depreciation (as
exposures are frequently in FC while revenues are in lira) and weak
energy prices (energy financing).

Single-name concentration risk is also high at Vakif Katilim (at
end-1H19 the 25-largest cash exposures were equal to 39% of
financing or 3.5x Fitch Core Capital), moderate at Turkiye Finans
(22% of gross loans; 1.6x FCC) and low at Kuveyt Turk (9% of gross
loans, 0.8x FCC). In the case of Vakif Katilim, this partly
reflects its short-term strategy to finance corporates given its
surplus liquidity.

Non-performing financing (NPF) origination rates at all three banks
have risen, with Kuveyt Turk and Vakif Katilim reporting notable
increases in 1H19. Their NPF ratios ranged from 2.6% (Vakif
Katilim) to 3.4% (Kuveyt Turk) and 5.5% (Turkiye Finans) at
end-1H19 (sector average: 4.4%), but should be considered in light
of above-sector average financing growth at Kuveyt Turk and Vakif
Katilim, base effects at Vakif Katilim and NPF sales (except Vakif
Katilim) and recoveries at all three banks. Turkiye Finans reported
a stable NPF ratio in 1H19, following only a moderate rise in 2018
(and a contraction in financing).

Reported Stage 2 financing ratios across the banks also increased
in 1H19. It was 7% (Vakif Katilim), 10% (Kuveyt Turk) and 15%
(Turkiye Finans), respectively, at end-1H19 and a high share was
restructured, suggesting the potential for NPF growth.

At end-1H19 total reserves coverage of NPFs at the three banks
ranged from a moderate 81%-82% (Turkiye Finans, Vakif Katilim) to a
high 152% (Kuveyt Turk). Kuveyt Turk's higher reserves coverage was
partly due to higher coverage (20%) of Stage 2 exposures (versus 1%
and 4% at Vakif Katilim and Turkiye Finans, respectively).

The banks' profitability is adequate (Turkiye Finans) to moderate
(Kuveyt Turk, Vakif Katilim), reflecting their small absolute size
and lack of economies of scale. Kuveyt Turk and Vakif Katilim
reported above-sector-average operating profit/total asset ratios
in 1H19, but this was underpinned by large gains on
sharia-compliant derivatives from lira swap transactions (equal to
24% of Kuveyt Turk's and 48% of Vakif Katilim's operating income)
made possible by their surplus lira liquidity positions - which is
not a stable and recurring source of income, in its view.

All three banks' net profit margins tightened in 1H19 due to higher
funding costs. Kuveyt Turk (5%) and Turkiye Finans (5.1%) continued
to report wider-than-sector average margins. At Kuveyt Turk this
reflects its historically high but stable base of zero-cost current
account deposits (equal to about 40% of total deposits). Turkiye
Finans has also been growing current account deposits as part of
broader funding cost optimisation efforts - their share was broadly
comparable to that of Kuveyt Turk at end-1H19 - while also focusing
on asset repricing.

Vakif Katilim saw a notable tightening of its net profit margin in
1H19 - and significantly underperformed the sector average as a
result - partly due to a rise in low-yielding corporate financing
(as it placed surplus liquidity).

The net profit margins of all three banks should benefit from lira
interest-rate cuts, given that their liabilities are repriced more
quickly than their assets, although their repricing ability is
generally slower than at conventional banks.

Impairments at all three banks are also high, as for the sector,
and are likely to continue to weigh on performance given operating
environment pressures. They absorbed between a moderate 39% (Vakif
Katilim), 45% (Turkiye Finans) and a fairly high 57% (Kuveyt Turk)
of the banks' respective pre-impairment operating profit in 1H19.

Fitch considers core capitalisation as only moderate for the banks'
risk profiles and in light of heightened operating environment
risks. At end-1H19, Fitch Core Capital ratios stood at 11.5%
(Kuveyt Turk), 12.3% (Turkiye Finans) and 12.9% (Vakif Katilim).

Their total capital adequacy ratios were somewhat higher and
comfortably above regulatory requirements, supported by
FC-denominated tier 2 subordinated debt from parent banks (Turkiye
Finans) and the market (Kuveyt Turk). Vakif Katilim also has
additional Tier 1 capital as a result of the capital increase by
the Turkish authorities in April 2019. Both instruments provide a
partial hedge against FC risk-weighted assets. Kuveyt Turk also
received USD200 million of AT1 capital from KFH in July 2019, equal
to about 200bp uplift to the bank's end-1H19 Tier-1 ratio (Fitch's
calculation).

The banks' capital buffers have been eroded by lira depreciation
(which inflates FC risk-weighted assets) and the high lira
interest-rate environment (2H18-1Q19), due to negative revaluations
of bond portfolios through equity (Kuveyt Turk, Vakif Katilim).
Likely asset-quality deterioration also represents a risk to
capital positions in light of sizeable portfolios of largely
unreserved Stage 2 loans, high FC financing and exposure to
troubled sectors and segments.

Pre-impairment operating profit provides a moderate-to-significant
buffer to absorb losses through income statements. It was equal to
2.9% (Turkiye Finans), 4.5% (Vakif Katilim) and 6.2% (Kuveyt Turk)
of the banks' respective average loans in 1H19 (annualised).

Being Islamic banks, risk weightings on assets directly financed by
profit share accounts are reduced by 50% (due to the implicit
transfer of risk) on the basis of a "profit-sharing" concept, which
benefits the banks' capital ratios. This explains their generally
below-sector-average equity/assets ratios. Uplift to total capital
ratios from this so-called 'alpha factor' is significant; it ranged
from about 200bp (Kuveyt Turk) to 250bp (Turkiye Finans) and 400bp
(Vakif Katilim) at end-1H19.

Funding is largely sourced from customer deposits at the three
banks, a significant share of which are in FC, inflated by the
trend of increased dollarisation across the sector in 1H19. Vakif
Katilim also has a high share of largely LC state-related deposits
(28% of total deposits).

The banks saw significant improvements in their gross
financing/deposits ratios in 1H19 (all below 100% at end-1H19),
attributable both to deposit growth and repayments of external
funding facilities. As a result, they significantly outperformed
the sector average of 117%.

The banks' share of FC wholesale funding is fairly limited,
mitigating refinancing risk. Net of parent funding it stood at 10%
(Vakif Katilim), 11% (Kuveyt Turk) and 13% (Turkiye Finans) of the
banks' respective total funding at end-1H19. Refinancing risks are
less pronounced at Kuveyt Turk and Turkiye Finans, given potential
FC liquidity support from parent banks.

The banks' FC liquidity is generally adequate. Fitch calculates
that at end-1H19 FC liquidity buffers (comprising mainly cash and
interbank placements, FC reserves held under the reserve option
mechanism, and unpledged government Sukuk) broadly covered
short-term FC non-deposit liabilities due within a year. Liquidity
buffers are also supported by the largely monthly amortising nature
of the banks' financing books. Nevertheless, their FC liquidity
could come under pressure from prolonged market closure or deposit
instability.

The Negative Outlooks on the LT FC IDRs of Kuveyt Turk and Turkiye
Finans reflect the potential for further deterioration in the
operating environment, which could negatively impact their
standalone credit profiles. They also reflect the potential for
further deterioration in Turkey's external finances, which could
increase the risk of government intervention in the banking sector.
A sovereign downgrade would likely lead to downgrades of these
banks.

SUPPORT RATING AND SUPPORT RATING FLOOR FOR VAKIF KATILIM

Vakif Katilim's Support rating and Support Rating Floor (SRF)
reflect Fitch's view of the high propensity of the sovereign to
provide support.

This view is based on the bank's 99% ownership by the state-related
General Directorate of Foundations (GDF), a significant share of
funding in the form of state-related deposits (based on the bank's
definition), the strategic importance of the Islamic banking
segment to the Turkish authorities and the record of support,
including capital increases from the state in 2H18 and 1H19.

SUPPORT RATINGS OF KUVEYT TURK AND TURKIYE FINANS

The banks' Support Ratings of '4' reflect the strategic importance
of these subsidiaries to their respective parents, given their
majority ownership, integration and roles within their respective
groups.

SUBORDINATED DEBT

The subordinated notes rating of Kuveyt Turk - which is notched
down once from its LT FC IDR - has been affirmed in line with the
affirmation of its anchor rating. The notching includes one notch
for loss severity and zero notches for non-performance risk
(relative to the anchor rating).

NATIONAL RATINGS

The affirmation of the three banks' National Ratings reflects its
view that their creditworthiness in local currency relative to one
another and to other Turkish issuers has not changed.

RATING SENSITIVITIES

IDRS, SUPPORT RATINGS, AND NATIONAL RATINGS OF ALL BANKS AND SENIOR
DEBT RATING OF KUVEYT TURK

The banks' LT IDRs, Support Ratings and National Ratings could be
downgraded if the Turkish sovereign is downgraded, or if there is a
sharp reduction in the ability or propensity of parent banks
(Kuveyt Turk and Turkiye Finans) or the sovereign (Vakif Katilim)
to provide support. The IDRs of Kuveyt Turk and Turkiye Finans are
also sensitive to Fitch's view of the risk of government
intervention in the banking sector.

The Support Rating and Support Rating Floor of Vakif Katilim could
be downgraded and revised lower respectively if Fitch concludes
that the stress in Turkey's external finances is sufficient to
materially reduce the reliability of FC support for the bank from
the Turkish authorities.

VRs OF ALL BANKS

The banks' VRs could be downgraded due to i) marked deterioration
in the operating environment, as reflected in further adverse
changes to the lira exchange rate, domestic interest rates,
economic growth prospects, and external funding market access; ii)
a weakening of the banks' FC liquidity positions due to deposit
outflows or an inability to refinance maturing external
obligations; or iii) bank-specific deterioration of asset quality
leading to significant pressure on capital positions.

In the case of Kuveyt Turk and Turkiye Finans a VR downgrade would
only result in negative action on their LT FC IDRs if its view of
the ability or propensity of its shareholder to provide support has
also weakened.

Upside for the banks' VRs is limited in the near term, given
heightened operating environment risks and pressures on asset
quality and capitalisation.

SUBORDINATED DEBT RATING

Kuveyt Turk's subordinated debt rating is primarily sensitive to
changes in the anchor rating, the bank's LT FC IDR.

The rating is also sensitive to a change in notching from the
anchor rating due to a revision in Fitch's assessment of the
probability of the notes' non-performance risk or of loss severity
in case of non-performance.




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

BLERIOT MIDCO: S&P Assigns Prelim. 'B-' LT Issuer Credit Rating
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' long-term issuer
credit rating to U.K.-based, Delaware-incorporated, legacy
aerospace and defense aftermarket parts and services supplier
Bleriot Midco Inc. (Ontic). At the same time, S&P assigned its
preliminary 'B-' issue rating to the first-lien facilities and
preliminary 'CCC' issue rating to the second-lien loan. The
recovery ratings on these facilities are '4' and '6',
respectively.

S&P said, "The final ratings will depend on our receipt and
satisfactory review of all the final transaction documentation.
Accordingly, the preliminary ratings should not be construed as
evidence of the final ratings. If S&P Global Ratings does not
receive the final documentation within a reasonable time frame, or
if the final documentation departs from the materials reviewed, we
reserve the right to withdraw or revise our ratings." Potential
changes include, but are not limited to, utilization of loan
proceeds, maturity, size and conditions of the loans, financial and
other covenants, security, and ranking.

Bleriot Midco Inc. (Ontic) is being acquired by private equity firm
CVC from BBA Aviation and raising $1.3 billion of new debt as part
of the transaction. This debt will comprise an $85 million
revolving credit facility (RCF), a $475 million term loan, a $175
million second-lien loan, and a $75 million delayed-draw term
loan.

S&P said, "Our preliminary 'B-' rating on Ontic reflects our view
that Ontic holds leading niche market positions and exhibits high
reported EBITDA margins, but requires the ongoing acquisition of
new intellectual property (IP) licenses to materially grow the
business. We view the capital structure as very highly leveraged.
Ontic is smaller in terms of its scale and revenue and EBITDA base
than its rated peers."

The preliminary rating is constrained by Ontic's very high S&P
Global Ratings-adjusted leverage, and its limited ability to
materially deleverage due to its strategy of continuously acquiring
new IP. This results in weak adjusted free operating cash flow
(FOCF), which could hamper Ontic's ability to reduce leverage over
our 12-18 month rating horizon. S&P also notes that the delayed
draw facility will be undrawn when the transaction closes, but as
the facility is drawn it could add to adjusted debt (and therefore
leverage).

Ontic currently owns a portfolio of over 160 licenses (63% of which
are owned or perpetual), covering more than 6,500 products and 1
million component parts. Ontic's product portfolio focuses on
electronics (44% of revenues in 2018), electro-mechanical
components (27%), engine components (19%), landing gear (8%), and
other (2%). The company has longstanding relationships with prime
defense and civil aerospace original equipment manufacturers
(OEMs), from which it acquires the sole IP rights to component
parts. These close relationships allow Ontic to identify and decide
whether parts are mission critical when assessing and bidding for
potential new license acquisitions. Once the license is acquired,
Ontic replicates the OEM's current supply chain (acting as the
OEM). The company then usually pays an upfront fee for the license
and royalties. Ontic usually maintains the current supply chain for
the parts it has acquired.

Ontic's business model has relatively high barriers to entry to new
players in the form of the customer certification process, which
can take up to two years. Barriers to entry to incumbent industry
players are notably lower, although new challengers would need to
build high-quality relationships with OEMs and prime defense
contractors and then justify the potential risk of performance
deterioration and/or loss of efficiency from switching. In this
regard, Ontic has a clear advantage, and already benefits from
longstanding relationships with many of the leading OEMs (including
Collins Aerospace, Honeywell, Curtiss-Wright, Safran, GE Aviation,
EATON, P&W, and Meggitt). However, there is nothing to stop other
incumbent players from competing for new IP licenses.

Ontic's product offering is well spread across different platforms,
with the 10 largest platforms by volume accounting for 49% of
revenues in 2018, and no one platform accounting for any more than
8% of revenues. Exposure to the Boeing 737 Max aircraft is limited
at around $1.5 million of revenues, or 0.6% of total revenues.
Support for further license acquisitions comes from Ontic's
longstanding relationships with key customers and OEMs. Ontic acts
as the sole supplier of parts that contribute about 87% of its
revenues. Finally, S&P considers Ontic's profitability to be above
average within the aerospace and defense sector, as we forecast S&P
Global Ratings-adjusted EBITDA margins of more than 30% for
2019-2020.

S&P said, "Ontic's relatively small size and scale, coupled with
the need to invest in new license acquisitions, are, in our view, a
key constraint on the predictability and potential volatility of
earnings versus those of its rated peers. In the aftermarket space,
platforms age, demand gradually tails off, and eventually the
platforms are retired (although we note that platforms are often
transferred to other countries and militaries and remain in use).
As a natural consequence of this, Ontic's existing portfolio of
aftermarket parts is in a gradual long-term decline. Ontic offsets
this by intelligent pricing and also by constantly acquiring new IP
licenses in order to refresh its portfolio of parts and services.
Ontic has spent about $500 million on license acquisitions since
2006. We adjust capital expenditure (capex) to include historic and
our forecast of future license acquisitions, given the need for
investment in new licenses to support the business model. We note
that this investment results in weak FOCF and limited deleveraging
prospects.

"Finally, we note that because this is a carve-out transaction,
Ontic will be operating as a stand-alone company and under new
ownership. As such, Ontic's future results may include unexpected
and/or additional costs associated with restructuring, realizing
synergies, and building up new, middle, and back-office
functionality. Any such costs would be over and above those we
assume in our base case.

"We forecast that for the fiscal year ending Dec. 31, 2019, and for
fiscal 2020, Ontic's adjusted leverage will be more than 8x
excluding the shareholder loans, which we treat as debt, or more
than 18x including the shareholder loans. We consider Ontic to
exhibit a very highly leveraged capital structure compared to other
rated aerospace and defense peers in Europe and the U.S.

"We assess Ontic as a financial sponsor-related entity given its
ownership by CVC following the acquisition. According to the terms
of the new debt documentation, CVC will have the right to invest in
the proposed debt, although we note that it does not intend to do
so. While the equity sponsor's potential participation in the debt
indicates its strong commitment toward the investment, it could
also present unforeseen obstacles to other lenders if Ontic were in
a distressed situation. We therefore treat the shareholder loans as
debt. When calculating adjusted debt, we consider Ontic's new debt
facilities--excluding the delayed-draw term loan until such time as
it is drawn--then adjust for operating leases and pension-related
obligations and the shareholder loan.

"The stable outlook reflects our expectations that Ontic will
continue to deliver on its business strategy of investing in new IP
licenses and increasing its revenues and profitability. We expect
that Ontic will maintain adjusted EBITDA margins in excess of 30%
for fiscal 2019 and fiscal 2020, but weak FOCF and low deleveraging
prospects mean that adjusted debt to EBITDA will remain more than
8x excluding the shareholder loans, or more than 15x including
them. We expect Ontic to exhibit funds from operations (FFO) cash
interest coverage of more than 2x over our 12-18 month rating
horizon.

"We could lower the rating on Ontic if its FFO cash interest
coverage ratio decreases to below 1.5x because of operational
setbacks or a debt-financed financial policy or acquisitions. We
could also take a negative rating action if adjusted FOCF turned
materially negative, as in our view, this would lead to an
unsustainable capital structure. We could also lower the rating if
the ratio of liquidity sources to uses were to decrease to less
than 1.2x.

"We consider a positive rating action to be unlikely at this stage,
but we could raise the rating if Ontic were to improve debt to
EBITDA to sustainably below 5x (excluding the shareholder loans),
supported by positive industry trends and a robust operating
performance."


DECO 2014-TULIP: DBRS Confirms BB(high) Rating on Class E Notes
---------------------------------------------------------------
DBRS Ratings GmbH confirmed its ratings of the following classes of
Commercial Mortgage-Backed Floating-Rate Notes Due July 2024 (the
notes) issued by Deco 2014-Tulip Limited (the Issuer):

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

The Class A, B, C and D notes carry Stable trends, while the Class
E notes maintain a Negative trend. The trend on the Class D notes
has changed to Stable from Negative.

The Orange loan, the only remaining loan in the transaction, was
transferred into special servicing after failing to repay at its
maturity in July 2019. The rating confirmations reflect the
transaction's current loan metrics following recent asset
disposals. DBRS Morningstar placed negative trends on the Class D
and Class E notes in October 2016 as a result of the transaction's
single exposure to the Orange loan, which was secured by secondary
retail assets with deteriorating net rental income at the time. The
trend change for Class D back to Stable is largely because of the
progressive property disposals and the remaining value left in the
portfolio.

Deco 2014-Tulip Limited was originally secured by the Windmolen
loan, which was repaid in Q1 2015, and the Orange loan. At
issuance, the Orange loan was secured by 11 retail properties
primarily located in suburban areas of the Netherlands. As of the
July 2019 initial payment date (IPD), three properties remain in
the portfolio.

According to the asset status report produced by the servicer, two
assets were disposed of in August 2019 yielding gross sale proceeds
of EUR 32.5 million; the net proceeds will be used to repay the
loan on the October 2019 IPD. The remaining three assets in the
portfolio are Corio Center in Heerlen, Meubelplein in Leiderdorp
and Balcour in Zeist. All three assets are currently being marketed
for sale with anticipated completions by Q2 2020, providing the
disposal programme remains consensual with the borrower. As of
October 7, 2019, the special servicer and the Orange borrower
entered into a standstill agreement, whereby they agreed, among
other things, to not take any steps to accelerate and enforce the
loan before the earlier of (1) the November 29, 2019, (2) a further
loan event of default; or (3) a breach of any term of the
standstill agreement.

At issuance, DBRS Morningstar commented on the negative trend of
the Dutch retail market, which was characterized by increasing
vacancies and decreasing rental rates for small-scale strip
centers—the asset type that largely made up the Orange portfolio.
According to the CBRE Group at the time, the downward trend on the
retail market had reached its bottom, with consumer confidence
reaching its highest level in 17 years. DBRS Morningstar also
observed lower vacancies for prime retail assets in the Randstad
region. However, DBRS Morningstar still maintains an overall
negative outlook on secondary retail assets that primarily make up
the Orange loan's remaining three assets.

As of August 2019, Colliers International estimated the total
market value of the three remaining assets at EUR 48.0 million and
a vacant possession value of EUR 31.4 million. The transaction also
benefits from EUR 7.0 million currently in escrow, which will be
used at the discretion of the special servicer.

Notes: All figures are in Euros unless otherwise noted.


PINEWOOD GROUP: Moody's Withdraws Ba3 CFR for Business Reasons
--------------------------------------------------------------
Moody's Investors Service withdrawn the Ba3 Corporate Family Rating
of Pinewood Group Limited, a private UK real estate company that
owns, rents and develops large-scale filming facilities across two
campuses near London.

RATINGS RATIONALE

Moody's has decided to withdraw the rating for its own business
reasons.

Following is a summary of the rating withdrawals:

Withdrawals:

Issuer: Pinewood Group Limited

LT Corporate Family Rating, Withdrawn , previously rated Ba3

Outlook Actions:

Issuer: Pinewood Group Limited

Outlook, Changed To Rating Withdrawn From Stable


RMAC PLC 1: S&P Raises Rating on Class X2 Notes to CCC+
-------------------------------------------------------
S&P Global Ratings took various rating actions on the notes issued
by RMAC No. 1 PLC and RMAC No. 2 PLC.

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

"Upon revising our U.K. RMBS criteria, we placed our ratings on
classes B, C-Dfrd, and D-Dfrd from these transactions under
criteria observation. Following our review of the transactions'
performance and the application of our updated criteria for rating
U.K. RMBS transactions, our ratings on these notes are no longer
under criteria observation."

For both RMAC transactions, Elavon Financial Services DAC, acting
through its U.K. branch, provides the issuer transaction account.
Additionally, borrowers pay into the collection account held with
Barclays Bank PLC. Appropriate downgrade language is in place to
ensure replacement in line with S&P's current counterparty
criteria, and therefore the maximum supported rating on the notes
is 'AAA (sf)'.

S&P said, "After applying our updated U.K. RMBS criteria, the
overall effect in our credit analysis results in a decrease in the
weighted-average foreclosure frequency (WAFF) at higher rating
levels. This is mainly due 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. The WAFF has increased
at lower rating levels following the updated arrears analysis in
which the arrears adjustment factor is now the same at all rating
levels.

"We have increased our interest-only adjustment for owner-occupied
loans maturing in the next five years to 1.30x from 1.25x. This is
based on our observations of the number of borrowers failing to
make the bullet payment at maturity in these transactions.

"Our weighted-average loss severity assumptions 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 No. 1  
  Rating level   WAFF (%)   WALS (%)
  AAA            25.94      25.69
  AA             21.35      17.89
  A              18.76      7.21
  BBB            16.02      3.33
  BB             13.25      2.00
  B              12.55      2.00

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

  Credit Analysis Results
  RMAC No. 2  
  Rating level   WAFF (%)   WALS (%)
  AAA            27.21      23.10
  AA             22.92      15.81
  A              20.48      6.19
  BBB            17.75      2.85
  BB             14.90      2.00
  B              14.18      2.00

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

S&P said, "The results of our cash flow analysis support the
currently assigned rating on the class A notes from both
transactions. We have therefore affirmed our 'AAA (sf)' ratings on
these notes.

"Our analysis indicates that the class B, C-Dfrd, and D-Dfrd notes
could withstand our stresses at higher ratings than those currently
assigned. However, our ratings reflect the available credit
enhancement for these notes and their relative positions in the
capital structure, along with consistently high arrears in the
pool. A high percentage of interest-only loans heightens
back-loaded risk, which could mostly affect subordinated notes in
this sequential payout structure. Our cash flow analysis also
indicates that RMAC No. 1's class X1 and X2 and RMAC No. 2's class
X are not able to pass any of our cash flow stresses."

Due to structural features, payment of interest and repayment of
principal on RMAC No. 1's class X1 and X2 notes relies entirely on
excess spread. Despite the high level of arrears in the
transaction, the collateral has consistently generated excess
spread to mitigate losses and to amortize the class X1 notes, which
ranks senior to class X2 notes. S&P expects the class X1 notes to
be paid in the following interest payment dates.

S&P said, "For RMAC No. 1's class X2 notes, we consider that the
likelihood of repayment has improved since closing because the
reserve fund (which ranks higher than payments to the class X1
notes) is at target, and most of the class X1 notes' principal has
now been repaid. RMAC No. 2's class X has almost repaid by half as
excess spread continues being generated in the transaction. Both
classes' expected remaining life has shortened, which reduces the
amount of time they will be exposed to losses.

"Nevertheless, we still believe the likelihood of repayment of RMAC
No. 1's class X2 and RMAC No. 2's class X notes depends on
favorable business, financial, and economic conditions. Borrowers
continue to pay to the collection accounts in the servicer's name.
If the servicer were to become insolvent, collection amounts in the
collection accounts may become part of its bankruptcy estate, and
the issuer would not have timely access to these collections in
order to pay interest on these classes. This scenario could result
in a missed interest payment for both classes, and therefore their
capacity to continue paying timely interest will depend on
favorable conditions, such as the servicer's capacity to remain in
business and the collateral's ability to continue generating excess
spread.

"We have therefore affirmed our rating on RMAC No. 1's class B at
'AA+ (sf)' and raised our ratings on its class C-Dfrd, D-Dfrd, X1,
and X2 notes to 'AA (sf)', 'AA- (sf)', 'BB (sf)', and 'CCC+ (sf)'.
We also raised our ratings on RMAC No. 2's class B, C-Dfrd, D-Dfrd,
and X notes to 'AA+ (sf)', 'AA (sf)', 'AA- (sf)', and 'CCC+ (sf),
respectively."

RMAC No. 1 and No. 2 are U.K. nonconforming RMBS transactions
(closed in 2018) securitizing loans that Paratus AMC Ltd.
originated.

  Ratings List
  RMAC No. 1 PLC  
  Class     Rating to    Rating from
  A         AAA (sf)     AAA (sf)
  B         AA+ (sf)     A+ (sf)
  C-Dfrd    AA (sf)      AA- (sf)
  D-Dfrd    AA- (sf)     A (sf)
  X1        BB (sf)      CCC (sf)
  X2        CCC+ (sf)    CCC (sf)

  RMAC No. 2 PLC  
  Class     Rating to    Rating from
  A         AAA (sf)     AAA (sf)
  B         AA+ (sf)     AA (sf)
  C-Dfrd    AA (sf)      AA- (sf)
  D-Dfrd    AA- (sf)     A (sf)
  X         CCC+ (sf)    CCC (sf)


THOMAS COOK: Emergency Measures Drawn Up Following Collapse
-----------------------------------------------------------
Alan Tovey at The Telegraph reports that emergency measures to
bring stranded holidaymakers back home if their airline goes bust
have been drawn up in the wake of the Thomas Cook collapse.

According to The Telegraph, regulators will be given the power to
grant temporary airline operating licenses to carriers which go
bust in measures unveiled as part of the Queen's Speech in
Parliament.

Currently, these licenses are withdrawn when airlines become
insolvent, meaning their aircraft are effectively grounded, The
Telegraph discloses.

The aim is to avoid a repeat of the Thomas Cook disaster, where
150,000 Britons were stranded abroad last month when the firm
collapsed -- triggering operation Matterhorn, the biggest
repatriation effort in UK peacetime history, to bring them home at
a GBP100 million cost, The Telegraph states.

                     About Thomas Cook Group

Thomas Cook Group Plc is the ultimate holding company of direct and
indirect subsidiaries, which operate the Thomas Cook leisure travel
business around the world.  TCG was formed in 2007 following the
merger between Thomas Cook AG and MyTravel Group plc.
Headquartered in London, the Group's key markets are the UK,
Germany and Northern Europe.  The Group serves 22 million customers
each year.

The Group operates from 16 countries, with a combined fleet of over
100 aircraft through five entities holding air operator
certificates in the UK, Germany, Denmark and Spain.  The Group has
2,800 owned and franchised retail outlets (including 555 shops in
the UK) and operates 199 own-brand hotels across the world.

As of Dec. 31, 2018, the Group had 21,263 employees, including
9,000 in the U.S.

The travel agent originally proposed a restructuring.  It was
scheduled to ask creditors Sept. 27, 2019, for approval of a scheme
of arrangement that involves (a) substantially deleveraging the
Group by converting GBP1.67 billion of RCF and Notes debt currently
outstanding into new shares (15%) and a subordinated PIK note (at
least GBP81 million) to be issued by the recapitalized Group in
proportions still to be agreed; and (b) the transfer of at least a
75% interest in the Group Tour Operator and an interest of up to
25% in the Group Airline to Chinese investor Fosun Tourism Group.

Representatives of the company filed a Chapter 15 petition in New
York on Sept. 16, 2019, to seek U.S. recognition of the UK
proceedings as foreign main proceeding.  The Chapter 15 case is In
re Thomas Cook Group Plc (Bankr. S.D.N.Y. Case No. 19-12984).
Latham & Watkins, LLP is the counsel.

But after last-ditch rescue talks failed, on Sept. 23, 2019, Thomas
Cook UK Plc and associated UK entities announced that they have
entered Compulsory Liquidation and are now under the control of the
Official receiver.  The UK business has ceased trading with
immediate effect and all future flights and holidays are cancelled.
All holidays and flights provided by Thomas Cook Airlines have
been cancelled and are no longer operating.  All Thomas Cook's
retail shops have also closed.  

Separate from the parent company, Thomas Cook's Indian, Chinese,
German and Nordic subsidiaries will continue to trade as normal.


TOMLINSONS DAIRIES: Enters Administration, 330 Jobs Affected
------------------------------------------------------------
Business Sale reports that Wrexham-based dairy firm Tomlinsons
Dairies has announced to its 330 employees that it has entered
administration.

Based in Minera, Tomlinsons Dairies informed its farmers on Oct. 12
that it was no longer able to process their milk and that they must
source a new supplier from Oct. 13, Business Sale relates.

Administrators at PricewaterhouseCoopers (PwC) have confirmed that
they have been called in to handle the administration process for
the company, which is also based in Chester and Shropshire,
Business Sale discloses.

According to Business Sale, a spokesperson for the company said
Tomlinsons has suffered an "accumulation of significant operating
losses" in the past few years, with issues such as energy costs and
a low cream price only exacerbating their problems.


WOODFORD INCOME: Income Focus Fund Placed Under 28-Day Suspension
-----------------------------------------------------------------
Harriet Russell at The Telegraph reports that another of Neil
Woodford's funds was closed to investors on Oct. 16 as the City
reeled from the veteran money manager's decision to close down his
investment firm following a string of highly public disasters.

Savers were blocked from pulling their nest eggs out of Mr.
Woodford's Income Focus Fund by corporate supervisor Link, which
has placed the fund under a rolling 28-day suspension, matching
terms applied to the Woodford Equity Income Fund earlier this year,
The Telegraph relates.

According to The Telegraph, Link has vowed to update investors
within the next two weeks on plans for the fund.

It has the power to appoint a new manager, transfer the assets into
a different fund or wind it down altogether, The Telegraph states.




                           *********


S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2019.  All rights reserved.  ISSN 1529-2754.

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