/raid1/www/Hosts/bankrupt/TCREUR_Public/191018.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Friday, October 18, 2019, Vol. 20, No. 209

                           Headlines



D E N M A R K

SGLT HOLDING I: Fitch to Give Issuer Default Rating of 'B-(EXP)'


G E O R G I A

VTB BANK: S&P Raises LT ICR to 'BB' After Same Action on Sovereign


I R E L A N D

AURIUM CLO III: Moody's Affirms Ba2 Rating on EUR22MM Cl. E Notes
AVOCA CLO XVII: S&P Assigns B-(sf) Rating on Class F Notes
CROKERS BAR: Receiver Granted License to Sell Alcohol
DRYDEN 48: S&P Assigns B-(sf) Rating on EUR10MM Class F-R Notes
HAB LAND: Goes Into Liquidation, Investors Face Huge Losses

LIMERICK FC: Examiner Gets Extra Time to Prepare Detailed Report


I T A L Y

SUNRISE SPV 2019-2: Fitch Assigns BB(EXP) Rating on Cl. E Notes
TRAVIATA BV: Fitch to Rates LongTerm IDR to B(EXP)


N E T H E R L A N D S

MUNDA CLO I: S&P Lowers Class E Notes Rating to 'D(sf)'


P O L A N D

BANK OCHRONY: Fitch Affirms BB- LongTerm IDR, Outlook Stable
GETIN NOBLE: Fitch Affirms 'B-' LongTerm IDR, Outlook Negative


R U S S I A

ALFA BOND: Fitch Assigns BB Rating to $400MM Tier 2 Sub. Notes
DAVR-BANK: S&P Alters Outook to Positive & Affirms 'B-/B' ICRs


S P A I N

FOODCO BONDCO: S&P Assigns 'B' LongTerm ICR, Outlook Stable
SANTANDER HIPOTECARIO 3: S&P Affirms D(sf) Rating on Cl. D Notes


T U R K E Y

VB DPR FINANCE: Fitch Assigns BB+ Rating on Tranche 2019-A Debt


U N I T E D   K I N G D O M

ARDONAGH MIDCO 3: Fitch Affirms 'B' LongTerm IDR, Outlook Neg.
BURY FC: HM Revenue & Customs' Winding-Up Petition Adjourned
EUROSAIL-UK 2007-1NC: S&P Affirms B-(sf) Rating on Class E1c Notes
JESSOPS: Files Notice of Intention to Appoint Administrators
THOMAS COOK: German Unit Withdraws Bridging Loan Application

THOMAS COOK: Ministers on Sidelines Amid Rescue Attempts, Exec Says


X X X X X X X X

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace

                           - - - - -


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D E N M A R K
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SGLT HOLDING I: Fitch to Give Issuer Default Rating of 'B-(EXP)'
----------------------------------------------------------------
Fitch Ratings assigned SGLT Holding I LP an expected Long-Term
Issuer Default Rating of 'B-' (EXP) with a Stable Outlook and an
expected senior secured rating of 'B-' (EXP)/RR4 to the bonds
planned to be issued by SGL TransGroup International A/S, which is
a subsidiary of SGLT Holding I LP.

The expected ratings reflect the planned bond issuance. The
expected senior secured rating takes into account the consolidated
group profile. The final ratings are contingent upon receipt of
final documents conforming to information already received.

The ratings reflect SGLT's asset-light business model and
relatively diversified operations by geography, mode and end
customer sectors. While the company operates in a highly
competitive and fragmented freight forwarding market, it focuses on
higher complexity projects, which supports its competitive position
in this niche market. Its small scale of operations, execution risk
pertaining to growth strategy driven by organic expansion and M&A,
and high leverage and low margins, are key rating constraints. The
ratings also take into account SGLT's relatively short-term
contracts (one-three years), which is somewhat offset by a high
customer retention rate, and some customer concentration on EBITDA
level despite a large pool of customers.

Fitch forecasts funds from operations (FFO) gross adjusted leverage
to remain high at above 7x in 2019-2020 with gradual deleveraging
towards 6.5x by 2021. Fitch expects the company to turn free cash
flow (FCF) positive from 2020.

KEY RATING DRIVERS

Small Player in Specialty Niche: In the overall freight forwarding
market SGLT is a small player, which is a rating constraint. SGLT
operates in all main modes of transport, including sea, air and
land transport freights, but focuses on forwarding complex
transportation projects and non-standardised goods in a few chosen
sectors, including food ingredients and additives, fashion and
retail and specialty automotive. Its niche focus reduces its direct
competition with larger players, but it remains exposed to the
highly competitive nature of the freight forwarding sector, which
is reflected in thinner margins than for larger peers.

Some Resilience Against Downturns: Fitch considers freight
forwarding to be less volatile than shipping with some margin
resilience against economic downturns. The asset-light business
models of freight forwarders provide flexibility to adapt to market
conditions. However, sustainability of this trend is susceptible to
healthy growth in trade, which Fitch expects to slow down.

SGLT's strategy focuses on complicated and time-critical deliveries
instead of price-sensitive bulk assignments. In addition, SGLT
provides forwarding services to non-governmental organisations
through its Aid, Development & Projects division, which tends to be
less cyclical than the commercial segments.

Strategy Includes Execution Risk: The company's strategy involves
expansion through M&A with a focus on Central Europe and APAC, and
ambitious organic growth initiatives. This risk is mitigated by a
good record of recent acquisitions, with smooth integration and
synergies. While aggressive expansion through M&A may strengthen
SGLT's market position through a wider station network and
increased brand awareness, its scale is likely to remain limited
compared to larger peers.

High Leverage Metrics: The rating reflects the company's weak,
though improving, credit metrics. Fitch forecasts FFO gross
adjusted leverage to decline to above 7x in 2019 from 9.3x in 2018
driven by EBITDA growing to EUR38 million from EUR31 million. This
is based on both organic growth and M&A, and pro forma LTM EBITDA
at end-June 2019 was EUR36.4 million. Fitch expects FFO
gross-adjusted leverage to decline towards 6.5x by 2021 and to
around 6x during 2022-23, but this is dependent on both organic and
acquisitive growth. Fitch expects the FFO fixed charge cover to
improve to 2x in 2021 from 1.2x in 2018. Despite the forecast
improvement, Fitch anticipates the EBITDA margin will stay in
low-mid single digits. Its forecasts incorporate planned bond
issuance.

Asset-Light Business, Positive FCF Expected: SGLT's business model
is asset-light and capex requirements are limited, but working
capital swings related to larger projects can be material. The cost
structure is flexible with high share of variable costs (mainly
purchases of freight capacity). If it achieves the projected
growth, and avoids material working capital swings, SGLT will
become FCF-positive (pre-acquisitions) from 2020 in its rating
case.

DERIVATION SUMMARY

Fitch sees SGLT's credit metrics in line with 'B-' rated peers.
SGLT's credit profile is supported by market growth exceeding GDP
growth rates and further acquisitions which should allow the
financial profile to start deleveraging in the next few years
towards a level commensurate with 'B' rated peers. Fitch considers
SGLT's earnings as less volatile than sole carriers such as
shipping companies, but currently SGLT's debt capacity is
constrained by its small size.

KEY ASSUMPTIONS

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

   - GDP growth and CPI according to Fitch Sovereign forecasts for
     USA, Eurozone, Sweden and Denmark

   - Organic revenue growth of around 4% for 2020, declining to
     around 2% by 2023

   - Fairly constant gross margin

   - Staff costs and operating leases inflated by 2% per year,
     other expenses projected as share of revenues consistent
     with historical average

   - Capex according to management guidance

   - External acquisition capex according to management guidance
     and assuming a 5x EBITDA multiple and 3.5% EBITDA-margin
     on companies acquired

   - EBITDA contribution from internal acquisitions according
     to management guidance

Key Recovery Assumptions

   - The recovery analysis assumes that SGLT would be considered
     a going concern in a bankruptcy and that the company would
     be reorganised rather than liquidated

   - Fitch has assumed a 10% administrative claim

   - A multiple of 5.0x and a 10% discount to June 2019 LTM
     EBITDA broadly in line with peers

   - Super senior working capital facility drawdown of USD38
     million and a USD10 million factoring facility

   - Its waterfall analysis generated a ranked recovery in the
     RR4 band, indicating a 'B-' instrument rating for the
     expected EUR210-215 million senior secured notes. The
     waterfall analysis output percentage on current metrics
     and assumptions was 39%.

RATING SENSITIVITIES

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

  - Successful implementation of the growth strategy resulting
    in FFO adjusted gross leverage consistently below 6.5x

  - FFO fixed charge cover above 2.0x

  - Positive FCF generation

  - EBITDA margin above 3.5%

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

  - FFO adjusted gross leverage consistently above 8.5x

  - FFO fixed charge cover below 1.0x

  - Negative FCF through the economic cycle

LIQUIDITY AND DEBT STRUCTURE

Sufficient liquidity: At end-2018, SGLT had USD35 million of
unrestricted cash available. Short-term debt consisted of
outstanding working capital facilities of USD23.1 million, which
are subject to an annual clean- down provision. Most of the
company's debt however comprises bonds in the amount of USD192
million (USD 100 million and DKK 625 million senior secured
callable floating rate bonds due 2022). SGLT is now looking to
refinance the existing bond through a bond issuance of up to EUR215
million with an option for raising a EUR30-35 million working
capital facility.




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G E O R G I A
=============

VTB BANK: S&P Raises LT ICR to 'BB' After Same Action on Sovereign
------------------------------------------------------------------
S&P Global Ratings said that it had raised its long-term issuer
credit rating on VTB Bank (Georgia) to 'BB' from 'BB-'. The outlook
is stable. At the same time, S&P affirmed the 'B' short-term issuer
credit rating.

S&P said, "We raised the rating on VTB Bank (Georgia) because we
raised the long-term sovereign rating on Georgia.

"We continue to consider VTB Bank (Georgia) to be a strategically
important subsidiary of VTB Bank JSC, which we expect will provide
both ongoing and extraordinary support to VTB Bank (Georgia) if
needed. We have observed a strong track record of capital and
liquidity support over the past few years. We typically rate a
strategic subsidiary of a group up to three notches above its
stand-alone credit profile (SACP), which in the case of VTB Bank
(Georgia) is 'b'. We rarely rate a financial institution above the
sovereign rating on its country of domicile.

"Other stand-alone factors underlying our rating on VTB Bank
(Georgia) remain unchanged. VTB Bank (Georgia) remains among the
leading five banks in Georgia. The No.1 and No.2 banks dominate
73%-75% of the country's banking sector, which limits VTB Bank
(Georgia)'s access to blue-chip clientele and complicates
competition for the retail business. Nevertheless, the bank managed
to achieve an average return on equity of about 15% in 2014-2018.
We consider VTB Bank (Georgia) adequately capitalized. However, its
balance sheet remains highly dollarized, albeit at a level in line
with the Georgian banking system overall. This weighs on the bank's
risk profile and could subject it to exchange rate swings. The bank
is predominantly funded by customer deposits and by VTB Bank JSC.

"The stable outlook on VTB Bank (Georgia) reflects our view that
the bank will maintain adequate capitalization over the next 12-18
months and will stay competitive in Georgia's gradually tightening
competitive environment.

"The possibility of a positive rating action is currently remote,
given that our long-term rating on VTB Bank (Georgia) is at the
level of our long-term sovereign rating on Georgia. An upgrade of
the bank would therefore hinge on an upgrade of the sovereign,
along with a more positive view on the bank's SACP, which could
result if we observed that banking sector risks in the country were
abating.

"We might consider a downgrade of VTB Bank (Georgia) if we saw that
the bank's relative importance for its parent had substantially
weakened, in particular, if VTB Bank JSC's interest or capacity to
provide continuing financial support for VTB Bank (Georgia)
diminished and was not sufficient to maintain the filial bank's
capital or liquidity ratios at current levels. A deterioration of
the sovereign's creditworthiness that resulted in a downgrade of
Georgia would also lead us to downgrade VTB Bank (Georgia)."




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I R E L A N D
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AURIUM CLO III: Moody's Affirms Ba2 Rating on EUR22MM Cl. E Notes
-----------------------------------------------------------------
Moody's Investors Service announced that it has assigned the
following definitive ratings to refinancing notes issued by Aurium
CLO III Designated Activity Company:

EUR220,000,000 Class A Senior Secured Floating Rate Notes due 2030,
Definitive Rating Assigned Aaa (sf)

EUR41,500,000 Class B-1 Senior Secured Floating Rate Notes due
2030, Definitive Rating Assigned Aa2 (sf)

EUR10,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2030,
Definitive Rating Assigned Aa2 (sf)

At the same time, Moody's affirmed the ratings of the outstanding
notes which have not been refinanced:

EUR25,500,000 Class C Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed A2 (sf); previously on May 12, 2017 Definitive
Rating Assigned A2 (sf)

EUR18,000,000 Class D Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed Baa2 (sf); previously on May 12, 2017 Definitive
Rating Assigned Baa2 (sf)

EUR22,500,000 Class E Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed Ba2 (sf); previously on May 12, 2017 Definitive
Rating Assigned Ba2 (sf)

EUR10,500,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2030, Affirmed B2 (sf); previously on May 12, 2017 Definitive
Rating Assigned B2 (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 issued the refinancing notes in connection with the
refinancing of the following classes of notes: Class A Notes, Class
B-1 Notes and Class B-2 Notes due 2030, previously issued on May
12, 2017. On the refinancing date, the Issuer used the proceeds
from the issuance of the refinancing notes to redeem in full the
Original Notes. The Class C Notes, Class D Notes , Class E Notes
and Class F Notes are not being refinanced and will remain
outstanding following the Refinancing Date. The terms and
conditions of the notes will be amended accordingly.

On the Original Closing Date, the Issuer also issued EUR 39.35
million of subordinated notes, which will remain outstanding. The
terms and conditions of the subordinated notes will be amended in
accordance with the refinancing notes' conditions.

As part of this refinancing, the Issuer decreased the spreads paid
on the affected classes of notes and extended the weighted average
life covenant by 1.26 years. In addition, the Issuer amended the
base matrix that Moody's took into account for the assignment of
the definitive ratings.

Aurium CLO III Designated Activity Company is a managed cash flow
CLO. At least 90% of the portfolio must consist of secured senior
loans or senior secured bonds and up to 10% of the portfolio may
consist of unsecured senior loans, second-lien loans, high yield
bonds and mezzanine loans. The underlying portfolio is already
fully ramped as of the refinancing date.

Spire Management Limited 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 remaining one and a
half year reinvestment period. Thereafter, purchases are permitted
using principal proceeds from unscheduled principal payments and
proceeds from sales of credit risk and credit improved obligations,
and are subject to certain restrictions.

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Target Par Amount: EUR 375,000,000

Diversity Score: 52*

Weighted Average Rating Factor (WARF): 2,889

Weighted Average Spread (WAS): 3.74%

Weighted Average Coupon (WAC): 5.25%

Weighted Average Recovery Rate (WARR): 43.0%

Weighted Average Life (WAL): 6.83 years

* The covenanted diversity score is 52, however Moody's has
modelled the transaction with a diversity score of 51 as the
transaction documents allow for the diversity score calculation to
be rounded up to the nearest whole number. The convention for
diversity score calculations is to round down to the nearest whole
number.

As part of the base case, Moody's has addressed the potential
exposure to obligors domiciled in countries with local currency
country risk ceiling (LCC) of A1 or below. As per the portfolio
constraints, exposures to countries with local currency country
risk ceiling ratings between A1 to A3 cannot exceed 10%. Given the
current sovereign ratings of eligible countries, there are no
obligors domiciled in a country for which the LCC is below A3. The
remainder of the pool will be domiciled in countries which
currently have a LCC of Aa3 and above. Given this portfolio
composition, the model was run without the need to apply portfolio
haircuts as further described in the methodology.


AVOCA CLO XVII: S&P Assigns B-(sf) Rating on Class F Notes
----------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Avoca CLO XVII
DAC's class X, A, B-1, B-2, C, D, E, and F notes. At closing, the
issuer will also issue unrated subordinated notes.

Avoca XVII is a European cash flow CLO, securitizing a portfolio of
primarily senior secured leveraged loans and bonds. The transaction
is managed by KKR Credit Advisors (Ireland).

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 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 this,
the notes will permanently switch to semiannual payment. The
portfolio's reinvestment period will end approximately four years
after closing.

S&P said, "Our ratings reflect our assessment of the preliminary
collateral portfolio's credit quality, which has a weighted-average
'B' rating. We consider that the portfolio at closing will be
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.

"In our cash flow analysis, we used the EUR500 million target par
amount, the covenanted weighted-average spread (3.45%), the
reference weighted-average coupon (5.0%), and the target minimum
weighted-average recovery rate as indicated by the collateral
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."

The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

S&P said, "Following the application of our structured finance
sovereign risk criteria, we consider the transaction's exposure to
country risk to be limited at the assigned rating levels, as the
exposure to individual sovereigns does not exceed the
diversification thresholds outlined in our criteria.

"The issuer is bankruptcy remote at closing, in accordance with our
legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for each class
of notes."

  Ratings List

  Avoca CLO XVII DAC

  Class     Rating     Amount
                      (mil. EUR)
  X         AAA (sf)     1.75
  A         AAA (sf)   341.00
  B-1       AA (sf)     37.75
  B-2       AA (sf)     20.00
  C         A (sf)      38.50
  D         BBB (sf)    35.53
  E         BB- (sf)    27.50
  F         B- (sf)     13.75
  Sub notes     NR      54.95

NR--Not rated.
Sub--Subordinated.


CROKERS BAR: Receiver Granted License to Sell Alcohol
-----------------------------------------------------
David Hurley at Limerick Leader reports that a bank-appointed
receiver has been granted a license to sell alcohol at a Limerick
pub he never intends running.

Making an application before Limerick Circuit Court, Aengus Burns
of Grant Thornton told Judge Tom O'Donnell he is currently the
holder of a number of pub licenses on behalf of AIB but that he is
not a publican and has no intention to become one, Limerick Leader
relates.

According to Limerick Leader, barrister Dorothy Collins said the
license relating to Crokers Bar in Murroe -- which was part owned
by former rugby international Peter Clohessy -- lapsed in September
2017 and that her client was seeking to revive the license under
the provisions of the Intoxicating Liquor Act.

Mr. Burns, she said, was appointed as receiver over the 6,000
square foot property in December 2016 following a default on
mortgage repayments by the previous owner, Limerick Leader  notes.

The court was told that while AIB, through the receiver, is to take
over the pub, its intention is to sell it rather than operate it on
a day-to-day basis, Limerick Leader relays.

According to Limerick Leader, Judge O'Donnell was told the
two-storey premises was previously licensed and that there have
been no changes to the layout of the premises since it closed in
September 2018.


DRYDEN 48: S&P Assigns B-(sf) Rating on EUR10MM Class F-R Notes
---------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Dryden 48 Euro CLO
2016 B.V.'s class X-R to F-R reset cash flow CLO notes. At closing,
the issuer also issued unrated subordinated notes.

Dryden 48 Euro CLO 2016 is a reset European cash flow CLO
transaction securitizing a portfolio of primarily senior secured
leveraged loans and bonds. The transaction is managed by PGIM Ltd.

The ratings reflect S&P's assessment of:

-- The diversified collateral pool, which consists primarily of
broadly syndicated speculative-grade (rated 'BB+' and below) senior
secured term loans and bonds that are governed by collateral
quality tests.

-- 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.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

Under the transaction documents, the rated notes pay quarterly
interest unless there is a frequency switch event. Following this,
the notes permanently switch to semiannual payment. S&P note that
interest proceeds from semiannual obligations will not be trapped
in the smoothing account for so long as any of the following apply:
(i) the aggregate principal amount of semiannual obligations is
less or equal to 5%, or (ii) the aggregate principal amount of
semiannual obligations is less or equal to 15% (excluding any
payments from semiannual obligations); and the class F interest
coverage ratio is equal to or exceeds 120% (excluding any payments
from semiannual obligations).

The portfolio's reinvestment period ends approximately 4.5 years
after closing.

-- S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted average rating of
'B'. We consider that the portfolio will be well-diversified on the
effective date, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow collateralized debt
obligations."

-- In S&P's cash flow analysis, it used the EUR399.29 million par
amount, an actual overall weighted-average spread of 3.83%, the
actual weighted-average coupon of 5.10%, and the actual
weighted-average recovery rates for all rating levels.

-- S&P applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

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

S&P said, "Under our structured finance ratings above the sovereign
criteria, the transaction's exposure to country risk is
sufficiently mitigated at the assigned rating levels.

"At closing, we consider that the issuer is bankruptcy remote, in
accordance with our European legal criteria.

"We note that using our actual credit and cash flow assumptions,
the class F cushion is (0.68%). Based on the actual characteristics
of the portfolio and additional overlaying factors, including our
long-term corporate default rates and the class F notes' credit
enhancement of 6.5%, in our view this class is able to sustain a
steady state scenario, where the current market level of stress and
collateral performance remain steady. Consequently, we assigned our
'B- (sf)' rating to the class F notes, in line with our criteria.

"Taking into account the above-mentioned factors and following our
analysis of the credit, cash flow, counterparty, operational, and
legal risks, we believe our ratings are commensurate with the
available credit enhancement for each class of notes."

  Ratings List

  Dryden 48 Euro CLO 2016 B.V.

  Class     Rating      Amount
                       (mil. EUR)
  X-R       AAA (sf)      1.00
  A-1-R     AAA (sf)    220.00
  A-2-R     AAA (sf)     28.00
  B-1-R     AA (sf)      25.00
  B-2-R     AA (sf)      15.00
  C-1-R     A (sf)       16.00
  C-2-R     A (sf)       15.00
  D-R       BBB (sf)     22.00
  E-R       BB- (sf)     23.00
  F-R       B- (sf)      10.00
  Sub notes NR           43.00

  NR--Not rated.


HAB LAND: Goes Into Liquidation, Investors Face Huge Losses
-----------------------------------------------------------
The Irish Times reports that two companies in Grand Designs
presenter Kevin McCloud's property empire have gone into
liquidation, weeks after it was revealed that investors in his
projects faced huge losses.

KPMG has been appointed to manage the liquidation of HAB Land and
subsidiary firm HAB Land Finance, The Irish Times discloses.

These two businesses form part of McCloud's Happiness Architecture
Beauty (HAB) eco-friendly housing empire, and had wooed small
investors with a multimillion-pound fundraising scheme promising
returns of up to 9% a year -- but it was revealed in August that
they could face losing up to 7% cent of their money, The Irish
Times recounts.

BAH Restructuring, which took a controlling interest in HAB Land
earlier this year, has also gone into liquidation, The Irish Times
relays.

According to The Irish Times, it has been a bad year for the TV
property guru: at the same time, investors who sank money into
another McCloud company, HAB Housing, complained they had not
received a penny of what they had been told to expect, and had been
"fobbed off".

Mr. McCloud resigned as a director of HAB Land and HAB Land Finance
in early 2018, and HAB Housing -- of which Mr. McCloud remains a
director -- is unaffected by the liquidation proceedings, The Irish
Times notes.

However, HAB Housing's directors recently acquired majority
ownership of HAB Land -- and it also emerged in July 2019 that HAB
Housing owed almost GBP1.6 million to HAB Land, The Irish Times
relates.  It is not clear how much, if any, of this debt was
subsequently paid, or how much this contributed to HAB Land's
problems, The Irish Times notes.

HAB Land was set up in 2014 to acquire land for building projects
in Winchester and Oxford, while HAB Land Finance was created two
years later to raise funds from investors, The Irish Times
discloses.

James Bennett, one of the joint liquidators, as cited by The Irish
Times, said: "The directors have reported that
higher-than-anticipated design and project management costs,
coupled with delays to the delivery of the sites, resulted in the
companies experiencing significant liquidity issues.  After being
unable to raise further finance or renegotiate existing
liabilities, the directors took the difficult decision to instigate
liquidation proceedings."

Almost 300 small investors put GBP2.4 million into a "mini-bond"
scheme offered by HAB Land in early 2017, The Irish Times
discloses.  They were offered a return of 7% to 9% over five years,
plus all their capital back in early 2022, The Irish Times states.
They were later warned they could face losing almost all their
money, and urged to back a bond restructuring, but this was
rejected by the investors in September, The Irish Times recounts.

KPMG said that at a creditors' meeting on Oct. 15, a vote was
passed to put HAB Land into creditors' voluntary liquidation, The
Irish Times relates.


LIMERICK FC: Examiner Gets Extra Time to Prepare Detailed Report
----------------------------------------------------------------
David Hurley at Limerick Leader reports that the examiner appointed
to the company behind Limerick Football Club has been given
additional time to prepare a detailed report for the courts.

Insolvency practitioner Conor Noone -- conor.noone@bakertilly.ie --
of Baker Tilly chartered accountants was appointed as examiner to
Munster Football Club Limited in August after an application was
made to the High Court, Limerick Leader discloses.

However, given the size of the company and its debts of around
EUR490,000 the matter was subsequently referred to the civil
sittings of Limerick Circuit Court, Limerick Leader states.

Addressing Judge Patrick Quinn during a brief hearing on Oct. 15,
barrister Ross Gorman, said Mr. Noone was seeking an extension of
time to allow him prepare a detailed report for the court, Limerick
Leader relates.

He said his client was entitled to make such an application and
that the adjourned date would still be within the timeframe
outlined in the law, Limerick Leader notes.

According to Limerick Leader, Judge Quinn was told representatives
of the Revenue Commissioners are due to meet with representatives
of the club in the near future to quantify the tax liability
relating to the payment of weekly unvouched expenses to a number of
Limerick FC players.

The payment of these expenses -- EUR200 per week -- was previously
disclosed in court papers supporting the application to have an
examiner appointed, Limerick Leader notes.

Any tax liability that is identified will be owed by the club,
Limerick Leader says.

Judge Quinn granted the application and adjourned the matter to
Nov. 14, next -- which will be day 70 of the examinership process,
Limerick Leader discloses.

As examiner to Munster Football Club Limited, Mr. Noone has up to
100 days to put together a scheme of arrangement with the League of
Ireland First Division side's creditors which, if approved by the
Courts, would allow the company continue to trade, according to
Limerick Leader.




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

SUNRISE SPV 2019-2: Fitch Assigns BB(EXP) Rating on Cl. E Notes
---------------------------------------------------------------
Fitch Ratings assigned Sunrise SPV Z80 S.r.l. - Series 2019-2's
asset-backed securities the following expected ratings:

Class A notes: 'AA(EXP)sf'; Outlook Negative

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

Class C notes: 'BBB+(EXP)sf'; Outlook Stable

Class D notes: 'BBB-(EXP)sf'; Outlook Stable

Class E notes: 'BB(EXP)sf'; Outlook Stable

The transaction is a one-year revolving securitisation of unsecured
consumer loans granted to private customers by Agos Ducato S.p.A.
(Agos, A-/Stable/F1). This is the 17th public securitisation of
unsecured consumer loans originated by Agos.

The proceeds of the issuance of the euro-denominated notes will be
used to fund the purchase of a portfolio of personal loans and
loans that funded the purchase of vehicles, furniture or other
goods. Part of the proceeds will be used to fund a cash reserve and
a liquidity reserve. The class A notes will pay a floating coupon
and the other notes will pay a fixed interest rate.

The assignment of final ratings is contingent on the receipt of
final documentation conforming to those received.

KEY RATING DRIVERS

Mainly Unsecured Personal Loans

Most of the portfolio (limited to 80% by concentration through the
revolving period, in line with Sunrise SPV Z70 S.r.l.'s) consists
of personal loans, which have greater historical loss rates than
other consumer loan products. In line with the Italian consumer
lending market, the originator only has unsecured recourse against
the obligor upon the latter's default.

Performance in Line With Peers'

Fitch expects a weighted-average (WA) lifetime portfolio default
rate of 8.1% and a WA recovery rate of 10.3%. The assumptions -
derived over the stressed portfolio composition at the end of the
revolving period - are based on the originator's historical
performance and unchanged from Sunrise SPV Z70's.

Revolving Period Risk Addressed

Fitch has applied a WA stress multiple of 4.3x at 'AAsf' to
expected default rates, in line with Sunrise SPV Z70's. The agency
believes that revolving conditions are adequate and addressed by
default stress multiples.

High Excess Spread

During the revolving period, the transaction will benefit from a
minimum positive portfolio yield of 7%. This contributes to an
increase of the cash reserve towards its post-closing target of
2.5% of the current portfolio balance barring defaulted loans (from
0.5% of the initial portfolio funded at closing).

Sovereign Cap

The expected rating of the class A notes is capped at 'AA(EXP)sf'
by the maximum achievable rating for Italian structured finance
transactions at six notches above the rating of Italy
(BBB/Negative/F2). The Negative Outlook on this tranche reflects
that on the sovereign.

RATING SENSITIVITIES

Rating sensitivities to increased default assumptions by 10% / 25%
/ 50%:

Class A notes: 'AA-sf' / 'Asf' / 'A-sf'

Class B notes: 'Asf' / 'BBB+sf' / 'BBBsf'

Class C notes: 'BBBsf' / 'BBB-sf' / 'BB+sf'

Class D notes: 'BB+sf' / 'BBsf' / 'B+sf'

Class E notes: 'BB-sf' / 'Bsf' / 'NRsf'

Rating sensitivities to decreased recovery assumptions by 10% / 25%
/ 50%:

Class A notes: 'AAsf' / 'AA-sf' / 'AA-sf'

Class B notes: 'Asf' / 'Asf' / 'Asf'

Class C notes: 'BBB+sf' / 'BBB+sf' / 'BBB+sf'

Class D notes: 'BBB-sf' / 'BB+sf' / 'BB+sf'

Class E notes: 'BBsf' / 'BB-sf' / 'BB-sf'

Rating sensitivities to increased default and decreased recovery
assumptions by 10% / 25% / 50%:

Class A notes: 'A+sf' / 'Asf' / 'BBB+sf'

Class B notes: 'A-sf' / 'BBB+sf' / 'BBBsf'

Class C notes: 'BBBsf' / 'BBB-sf' / 'BBsf'

Class D notes: 'BB+sf' / 'BBsf' / 'B+sf'

Class E notes: 'B+sf' / 'Bsf' / 'NRsf'

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

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

DATA ADEQUACY

When rating Sunrise SPV Z70 S.r.l. - Series 2019-1, which closed in
May 2019, Fitch reviewed the results of a third-party assessment
conducted on the asset portfolio information, and concluded that
there were no findings that affected the rating analysis.

Fitch conducted a review of a small targeted sample of the
originator's origination files in September 2019 during the course
of its analysis of Sunrise SPV Z80 - Series 2019-2 and found the
information contained in the reviewed files to be adequately
consistent with the originator's policies and practices and the
other information provided to the agency about the asset
portfolio.

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


TRAVIATA BV: Fitch to Rates LongTerm IDR to B(EXP)
--------------------------------------------------
Fitch Ratings assigned an expected Long-Term Issuer Default Rating
of 'B(EXP)' to Traviata B.V., along with a senior secured rating of
'B+(EXP)'/'RR3' to its proposed debt financing (EUR725 million Term
Loan B and EUR175 million revolving credit facility, RCF).

In assigning the ratings, Fitch has applied its Corporate Rating
Criteria overlaid by its Investment Holding Companies Rating
Criteria. Traviata's IDR of 'B(EXP)' has been derived by assessing
the credit quality of the Axel Springer SE operating company (AS
opco) and notching from that assessment based on such factors as
income stream quality, dividend diversification, proportionate
holdco leverage, liquidity, and dividend control and stability.

Notching of the holdco debt takes into account forecast holdco net
leverage (on a proportionately consolidated basis) of 6.8x in 2020,
its structural subordination relative to the opco's forecast net
leverage of 3.8x in that year, the absence of dividend
diversification and the joint control of dividend policy. The
forecast ratio of holdco dividend received to interest paid of 1.5x
is a rating constraint.

KEY RATING DRIVERS

KEY RATING DRIVERS (Traviata)

Structural Subordination: Distributions from AS opco are Traviata's
sole source of earnings and cash flow to support its debt interest
costs. Fitch views Traviata's cash flow stream as having minimal or
no diversity and its obligations being structurally subordinated to
the operating needs at AS opco and any future operating subsidiary
level borrowings. Fitch notes that distributions could decline and
pressure debt service at Traviata if cash flow or profitability at
AS opco is impaired. Some mitigation is provided by the existence
of the RCF.

Deleveraging Unlikely: AS opco standalone net leverage forecast for
2020 is 3.8x. Fitch expects a moderate degree of deleveraging at
the opco level by 2023. Overlaying Traviata's debt with AS opco
debt on a proportional consolidation basis implies a significantly
more leveraged entity than AS opco with proportionate holdco net
leverage of 6.8x in 2020 declining to 6.4x in 2022.

Limited Control of Dividends: Fitch believes that AS opco's
strategy and financial policy will not change materially following
the change in shareholding structure. Fitch views the introduction
of a minority investor as being neutral for the rating. Dividends
are paid based on available free cash flow each year and will be
subject to the joint voting rights of the principal shareholders.
Potential cash flow or dividend weakness is mitigated by an undrawn
RCF providing liquidity equal to four years' interest payments.

Instrument Rating, Recovery: For credits with an IDR in the 'B'
range, Fitch performs a bespoke recovery analysis reflecting a
distressed scenario to assign its instrument ratings. In this case,
Fitch has assumed the AS opco would be treated as a going concern
in a distress scenario in which growth stalled, cost savings failed
to materialise, and/or a change in the market and competitive
landscape led to lost market share. For this exercise, Fitch
considered a distressed EBITDA for the opco to be EUR503 million
and applied an EV/EBITDA multiple of 6x to reflect the company's
weaker position, profitability, and growth prospects in distress.

After claims of 10% and opco debt were subtracted, remaining value
of EUR1,208 million was adjusted for KKR's 43.5% ownership stake.
That value of EUR726 million is directly available to recover the
debt at the holdco (Traviata BV) of EUR900 million, which includes
the Term Loan B of EUR725 million and the fully drawn RCF of EUR175
million.

The calculation yields a recovery percentage of 58%, falling within
the 'RR3' band (50%-70% recovery). The Fitch methodology allows for
a one-notch uplift of the instruments to 'B+' against Traviata's
IDR of 'B'. The 'RR3' reflects above average recoveries for the
instruments even though Fitch views them as effectively unsecured
debt, which would typically receive 'RR4' (30-50% recovery) or
below.

KEY RATING DRIVERS (Axel Springer)

Digitally Led Media Portfolio: Management has transformed Axel
Springer from its roots in print news into a well-positioned
portfolio of digitally lead media businesses with 84% of 2018
adjusted EBITDA from digital. The heart of the portfolio is
Classified Media, a high-margin online business generating 61% of
2018 adjusted EBITDA. The News Media division accounts for a
further 28% of adjusted EBITDA is a diverse group of news
businesses including leading German newspapers, Bild and Die Welt.
Management understands the need to digitise these businesses with
39% of news revenue deriving from digital. Further diversification
is provided Marketing Media, mainly its online comparison
business.

Strong Position in Classified: Its Classified Media business has
been built both organically and through a series of acquisitions.
Its core focus is in the online recruitment and real estate sectors
with market-leading positions in Germany, France, the UK and
Belgium. Where it is not the market leader it is the number two
company. In Fitch's view, strong market leadership is a key
operational strength with strong client retention and consistent
revenue per advertiser (ARPA) trends. Market leadership, which AS
has in most of its markets, helps sustain disproportionately high
ARPA relative to the rest of the market. Markets are often
characterised as oligopolies with profitability concentrated among
the top two providers. In 2018, 79% of AS Classified's income was
generated by market-leading companies.

Classified Outlook: Digital classified advertising is a fairly new
business sector that has rapidly grown as the internet has evolved
and has displaced traditional print-based advertising. This has
hastened the decline of some print-based media, including regional
newspapers in some countries. AS exited/sold its German regional
business in 2013 for EUR920 million. Fitch regards management's
decision to concentrate on digital at an early stage to be
prescient.

Online classified markets have grown strongly, while retaining
further room to grow, both as the sector continues to displace
print and through economically driven expansion. Fitch forecasts
key performance indicators, such as ARPA, in AS's markets to
maintain solid growth trends.

Recessionary Downside Untested: Online classified businesses are
high margin, with market-leading businesses exhibiting strong
renewal rates, positive ARPA trends and solid growth in
benign/positive economic conditions. The degree to which the
business model/sector would respond to a major economic shock is to
some extent untested given that the sector was far younger in the
last downturn in 2009. AS's classified business did show weakness
at that time but still generated profits.

The size of the business as of this day, its market leadership and
strong margin profile are in Fitch's view likely to support
profitability in the case of a major downturn. Volume weakness
driven by a slowdown in recruitment and real-estate
turnover/transactions would be inevitable, leading to revenue
pressure and margin contraction. Fitch nevertheless views the
business as likely to show greater resilience than some other forms
of advertising, for example, display or banner advertising. A major
slowdown across Europe would have an impact on free cash flow but
would need to be severe before forecast dividends became
vulnerable.

Print News in Secular Decline: News media face secular shifts,
including audience fragmentation as younger people access news
through social media and digital news outlets, ageing readerships
contract and the immediacy of digitally accessed news content.
Unlike the decline of regional news/magazines, Fitch believes these
factors represent more protracted challenges. In the meantime,
newspaper circulation and readership in Germany remains high; AS's
national business has managed circulation decline well and the news
division is soundly profitable. Changing consumption habits are
inevitable. Management's focus on digital is the right one.

Restructuring in News: Management intends to transition the news
division to an all-digital environment, recognising the established
trends across the industry. On a divisional level, news is solidly
profitable while the national titles are subject to top-line
pressure. Fitch believes that continued restructuring of this
business is likely. Average employees within news accounted for 43%
of the group total and was the largest divisional headcount in
2018. Editorial staff can be expected to be more highly paid. Fitch
will therefore continue to assume a level of restructuring charge
above the funds from operations (FFO) line.

Leverage and Free Cash Flow: AS Opco has managed FFO net leverage
historically at between 2.5x and 3.5x. KKR and management have
advised neither expect a material change to this policy. Looking
through a spike in 2019 caused by the completion, then sale and
leaseback of its new Berlin headquarters, its base case assumes
gradual deleveraging and so FFO net leverage will remain between
3.5x and 4.0x until 2022, a level consistent with its credit view
on AS Opco.

Given the structure of the holdco funding, an ability to generate
planned dividends (and thereby service holdco debt) is important.
AS is highly cash generative, producing a pre-dividend free cash
flow (FCF) margin (adjusted for Berlin capex) of 11% and absolute
FCF of EUR333 million in 2018 and an average between 2015 and 2018
of EUR278 million.

DERIVATION SUMMARY

Traviata's IDR of 'B(EXP)' has been derived by notching against AS
opco's private rating based on factors including income stream
quality, dividend diversification, proportionate holdco leverage,
liquidity, and dividend control and stability.

KEY ASSUMPTIONS

  - Revenue growth of -3.1% in the year ending December 2019
(FY19), and between nil and +2% a year thereafter.

  - EBITDA margins of 20.3% in FY19 (20.0% IFRS16 reported basis)
declining to 18.2% in FY20 before improving to 21.6% in FY23. This
is supported by a continued shift in revenue mix towards classified
media.

  - Restructuring and other one-off expenses of EUR140 million and
EUR53 million respectively are anticipated between FY19 and FY21.
EUR18 million a year is treated as recurring and included in
EBITDA, and the remainder is excluded from EBITDA.

  - Netted one-off cash charges of EUR269 million are excluded from
FFO between FY19 and FY21 relating to non-recurring restructuring
charges, long term incentive plan LTIP payments, consulting costs
and non-recurring dividends to non-controlling interests.

  - Maintenance capex capital intensity assumed at 5.65% (including
capitalised development costs). EUR156 million additional capex in
FY19 and FY20 relates to the new Berlin headquarters, front loaded
with EUR110 million in FY19.

  - Acquisitions net of disposals EUR475 million in FY19 followed
by EUR100 million a year from FY21.

  - Dividends EUR227 million paid in FY19 followed by EUR125
million a year thereafter.

  - Debt drawdowns EUR615 million in FY19 in support of
acquisitions and temporary peak in capex.

  - Settlement of new Berlin headquarters in FY20 with proceeds of
EUR395 million, net of tax, coinciding with a EUR240 million debt
repayment and a moderate increase in long-term rentals by EUR4
million.

  - Fitch has assumed no post-tender offer squeeze out of remaining
public minorities.

Holdco Debt Recovery Assumptions

  - Stressed EBITDA based on Fitch forecasts for 2019 plus net
recurring associate dividends paid/received of EUR629 million
applying a 20% discount.

  - Stressed EV multiple of 6x.

  - 10% administration claims deducted before applying recovery
value to holdco debt (including a fully drawn RCF).

RATING SENSITIVITIES

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

  - A sustained decline in net proportional AS HoldCo leverage
below 6.0x.

  - FFO-adjusted net leverage below 3.5x on a sustained basis may
be positive for its view of AS Opco.

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

  - A sustained increase in net proportional AS holdco leverage
above 7.5x.

  - AS holdco dividend interest coverage of less than 1.1x and/or
drawdown on the holdco RCF to fund interest costs.

  - Depending on financing (debt versus equity) a squeeze-out of
post-tender AS public minorities, to the extent this was to
materially weaken the proposed capital structure.

  - AS Opco FFO adjusted net leverage above 4.5x on a sustained
basis; net debt/CFO less CAPEX above 5.5x on a sustained basis,
excluding the Berlin headquarters capex; and/or an expected erosion
of competitive position would be viewed as negative for its view of
AS opco.

LIQUIDITY AND DEBT STRUCTURE

Traviata's liquidity is satisfactory supported by the EUR175
million RCF to make annual interest payments of about EUR37
million. A springing net proportionate leverage covenant is set at
8.75x once the RCF is drawn above 40%.

Axel Springer's liquidity is strong, supported by EUR282m cash and
equivalents as well as access to EUR1,500 million in RCFs with
maturities greater than one year. It had drawn EUR453 million as at
FYE18.




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

MUNDA CLO I: S&P Lowers Class E Notes Rating to 'D(sf)'
-------------------------------------------------------
S&P Global Ratings lowered its rating on Munda CLO I B.V.'s class E
notes to 'D (sf)' from 'CCC (sf)'.

With this rating action, the class E notes are no longer under
criteria observation, where S&P placed them on June 21, 2019
following an update to its criteria.

The downgrade follows an early termination of the transaction on
the July payment date. An agreement was reached between the CLO
manager, the equity noteholders, and the majority of the class E
noteholders to sell all the assets in the portfolio and unwind the
transaction by redeeming all outstanding classes of notes with the
available sale proceeds.

As the class E notes were not paid in full following the early
termination of the transaction and there are no assets left in the
portfolio, S&P is lowering to 'D (sf)' its rating on this class of
notes. S&P will withdraw this rating after 30 days and the
unwinding of the CLO.

Munda CLO I is a managed cash flow CLO transaction that securitizes
loans to primarily European speculative-grade corporate firms. The
transaction closed in December 2007 and is managed by Cohen & Co.
Financial Ltd.




===========
P O L A N D
===========

BANK OCHRONY: Fitch Affirms BB- LongTerm IDR, Outlook Stable
------------------------------------------------------------
Fitch Ratings affirmed Bank Ochrony Srodowiska's Long-Term Issuer
Default Rating at 'BB-', and Viability Rating at 'bb-'. The Outlook
on the IDR is Stable.

Fitch reviewed BOS's ratings as part of its broader assessment of
the risks faced by Polish banks with meaningful exposure to foreign
currency mortgages, following the ruling delivered by the Court of
Justice of the European Union on October 3, 2019. Its conclusion is
that the risk of losses arising from FC mortgages is not currently
a key rating driver for BOS's VR. The affirmation of BOS's ratings
also reflects no significant changes to the bank's standalone
credit profile since its last rating action on January 11, 2019.

KEY RATING DRIVERS

VR, IDRS, NATIONAL RATINGS AND SENIOR DEBT

The IDRs, National Ratings and senior debt ratings of BOS are
driven by its standalone credit strength, as reflected in its VR.
The Stable Outlooks reflect the broadly balanced risks related to
BOS's credit profile.

The National Ratings reflect the bank's creditworthiness relative
to Polish peers'.

The VR of BOS continues to reflect its weak franchise, a less
stable business model than peers', high impaired loans and subdued,
albeit improving, profitability. The VR is supported by a reduced
risk appetite, strengthened capitalisation and a gradually
improving funding profile.

The CJEU's ruling heightens the risk that Polish banks may face
material losses on their retail FC mortgage books, arising from
potential legal disputes with customers. In its view, the impact
will not be immediate as it will depend on the Polish courts'
reaction to the ruling and on the future inflow of litigation
brought against banks. Therefore, the risk is not a key rating
driver for BOS's VR.

Its assessment is that potential risks arising from FC-related
litigation should be capital-neutral in the short-term, as inflows
are expected to be gradual and the bank will benefit from
considerable regulatory capital relief once these loans, which are
150% risk-weighted, are cancelled or written down.

BOS's profitability is more vulnerable than the bank's
capitalisation to fallout from potential litigation given the
bank's modest earnings generation. Annualised operating profit for
1H19 would be equivalent to about 7.5% of its PLN1.66 billion
(EUR0.4 billion) FC mortgage portfolio. The portfolio represents
13% of gross loans and 81% of BOS's Fitch Core Capital (FCC) at
end-1H19. The FC mortgages are split at about 60%/40% between Swiss
franc and euro loans.

SUBORDINATED DEBT

The National Long-Term Rating of BOS's subordinated debt is notched
down once from the bank's Long-Term National Rating to reflect
below-average recovery prospects and therefore greater loss
severity. No notching is applied for incremental non-performance
risk because write-down of the notes will only occur once the bank
reaches a point of non-viability and there is no coupon flexibility
before non-viability.

RATING SENSITIVITIES

IDRS, NATIONAL RATINGS AND SENIOR DEBT

The IDRs, National Ratings and senior debt ratings are sensitive to
changes in BOS's VR. The National Ratings are also sensitive to
changes in BOS's credit profile relative to peers'.

SUBORDINATED DEBT

The National Long-Term Rating of BOS's subordinated debt is
primarily sensitive to changes in the bank's National Long-Term
Rating from which it is notched. The rating is also sensitive to
changes in its notching framework, which could arise if Fitch
changes its assessment of expected loss severity.

VR

An upgrade of the bank's VR is unlikely given high uncertainty
related to impact of the CJEU's ruling and the bank's exposure to
FC mortgages. A downturn in profitability may arise if FC mortgage
customers take action against the bank. Fitch expects to review the
impact on the bank's standalone credit profile when more
information on contingent liabilities becomes available.

A marked and prolonged weakening in the Polish economy (not Fitch's
base scenario) that materially affects the banks' asset quality,
capitalisation and profitability could lead to the VR being
downgraded.


GETIN NOBLE: Fitch Affirms 'B-' LongTerm IDR, Outlook Negative
--------------------------------------------------------------
Fitch Ratings affirmed Getin Noble Bank SA's Long-Term Issuer
Default Rating at 'B-' with a Negative Outlook and the bank's
Viability Rating at 'b-'.

KEY RATING DRIVERS

IDRS, VIABILITY RATING, NATIONAL RATINGS

Weak capitalisation has a high influence on Getin's ratings. The
bank's capitalisation deficiencies reflect increased regulatory
requirements and large recurring net losses. The bank's funding and
liquidity risks have recently stabilised, but Getin's funding
profile remains weaker than peers'. Its assessment of Getin's
intrinsic creditworthiness considers the bank's improved
underwriting standards and risk controls, strengthened management
and a rehabilitation strategy. However, these factors have lower
influence on the bank's ratings than weak capitalisation.

The National Ratings reflect the bank's creditworthiness relative
to Polish peers'.

The Negative Outlook reflects the risk of further deterioration in
the bank's capitalisation. Fitch has limited information regarding
Getin's capital strengthening plan and capital challenges appear
considerable.

The ruling of the Court of Justice of the European Union (CJEU)
delivered on October 3, 2019 heightens the risk that Polish banks
will face losses on their foreign currency (FC) mortgages. However,
in its view, the impact will not be immediate as it will depend on
the Polish courts' reaction to the verdict and the future inflow of
legal cases against the banks. This risk is not currently a key
rating driver for Getin's ratings because of limited information on
its potential financial impact. However, mounting litigation costs
would weigh on the bank's already weak profitability.

At end-1H19, Getin's FC loans represented 22% of gross loans,
equivalent to a high 4x the bank's Fitch Core Capital (FCC).
Getin's weak profitability is insufficient to absorb even moderate
potential losses arising as a result of the ruling.

Getin's regulatory Tier 1 capital ratio was 8.8% at end-1H19 and
the bank's total regulatory capital adequacy ratio was 10.8%, both
below regulatory minimum requirements of 12.5% and 14.8%,
respectively (including combined buffer and Pillar 2 requirements).
Getin's capital adequacy ratios materially benefit from the
application of transitional IFRS 9 arrangements.

Based on end-1H19 data, Fitch estimates that Getin needs to raise
about PLN1.6 billion of fresh equity to meet its combined buffer
requirements. This amount represents about 57% of its current
equity. Moreover, the bank still needs to recognise almost PLN1.2
billion deferred impact of IFRS 9 implementation, of which about
PLN175 million will be in 2020 and about PLN250 million in 2021.

Getin's access to external capital sources is limited. Fitch
understands from management that in the short-term the bank will
address its capital shortfall mainly through improved profitability
and amortisation of high capital-absorbing Swiss franc loans (about
3% reduction of risk-weighted assets annually). However, its view
is that internal capital generation will not be sufficient and the
bank will need to attract a new investor or issue additional Tier 1
capital instruments in the medium-term. This may be difficult given
that the bank is loss-making.

The bank's funding and liquidity stabilised in March 2019, after a
period of deposit outflow in November 2018, followed by rapidly
rising funding costs. Since March 2019, deposit rates have been
falling but they will likely weigh on Getin's profitability until
at least end-2019. At end-1H19, Getin's liquidity coverage ratio
was 190%.

SUPPORT RATING AND SUPPORT RATING FLOOR

The Support Rating Floor of 'No Floor' and the Support Rating of
'5' for Getin express Fitch's opinion that potential sovereign
support for the bank cannot be relied upon. This is underpinned by
the Polish resolution legal framework, which requires senior
creditors to participate in losses, if necessary, instead or ahead
of a bank receiving sovereign support.

RATING SENSITIVITIES

IDRS, VIABILITY RATING, NATIONAL RATINGS

Getin's ratings are primarily sensitive to the bank's ability to
raise sufficient capital to reach regulatory minimum requirements
in a timely manner. Getin's VR could be downgraded if the bank's
capitalisation deteriorates further, or if the bank is unable to
implement measures to comply with regulatory capital requirements
and to ensure ongoing viability of the bank. A further weakening in
the bank's capitalisation may arise if FC mortgage customers take
legal action against the bank following the CJEU ruling. Fitch
expects to review the impact on the bank's standalone credit
profile when more information on contingent liabilities becomes
available.

An upgrade of the bank's VR is currently unlikely given high
uncertainty related to the fallout from the CJEU ruling and the
bank's high exposure to FC mortgages.

The National Ratings are sensitive to changes in the bank's credit
profile relative to peers'.

SUPPORT RATING AND SUPPORT RATING FLOOR

An upgrade of Getin's Support Rating and upward revision of the
bank's Support Rating Floor would be contingent on a positive
change in the sovereign's propensity to support the bank, which
Fitch does not expect.




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

ALFA BOND: Fitch Assigns BB Rating to $400MM Tier 2 Sub. Notes
--------------------------------------------------------------
Fitch Ratings assigned Alfa Bond Issuance plc's USD400 million
5.95% Tier 2 subordinated notes due in April 2030 a final long-term
rating of 'BB'.

ABI, an Irish SPV issuing the notes, is on-lending the proceeds in
form of a subordinated loan to Russian JSC Alfa-Bank (Alfa,
BB+/Positive/bb+).

The notes will mature in 2030 but Alfa has a call option to repay
them in 2025 subject to approval from the Central Bank of Russia.

The assignment of the final rating follows the completion of the
issue and receipt of documents conforming to the information
previously received. The final rating is in line with the expected
rating assigned on September 27, 2019.

KEY RATING DRIVERS

The notes are rated one notch below Alfa's 'bb+' Viability Rating,
reflecting below-average recovery prospects for the notes in case
of a non-viability event. Fitch does not notch the notes for
non-performance risk because the terms of the notes do not provide
for loss absorption on a "going concern" basis (e.g. coupon
omission or write-down/conversion).

The notes qualify as Tier 2 regulatory capital due to full or
partial write-down in case either (i) Alfa's CET1 falls below 2%
for six or more operational days in aggregate during any
consecutive period of 30 operational days; or (ii) the CBR approves
a plan for the participation of the CBR in bankruptcy prevention
measures in respect of Alfa, or the Banking Supervision Committee
of the CBR approves a plan for the participation of the Deposit
Insurance Agency in bankruptcy prevention measures in respect of
the bank.

RATING SENSITIVITIES

The rating action on the notes will mirror that on Alfa's VR. Fitch
will likely upgrade Alfa's VR to investment grade over the next one
to two years, if Alfa's rapidly expanding retail lending business
performs satisfactorily, loan growth in retail moderates and
earnings are sufficient to support growth and maintain capital
ratios at current levels.

The subordinated notes' rating is also sensitive to a change in
notching should Fitch change its assessment of loss severity or
related non-performance risk.


DAVR-BANK: S&P Alters Outook to Positive & Affirms 'B-/B' ICRs
--------------------------------------------------------------
S&P Global Ratings said that it had revised its outlook on
Davr-Bank to positive from stable, and affirmed its 'B-/B' issuer
credit ratings.

S&P said, "We revised the outlook to positive because Davr-Bank's
asset quality metrics over the last five years have shown
resilience. Specifically, credit costs have been below 0.6% of the
average loan book over this period, which is one of the lowest
levels among Davr-Bank's peers. Problem loans (Stage 3 loans under
International Financial Reporting Standard 9) remained low and
amounted to only 0.5% of gross loans, one of the lowest levels
among Uzbek banks we rate.

"Such low credit losses are, in our view, a reflection of the
bank's selective approach to clients and conservative underwriting
policies, despite its rapid lending growth. The bank's lending
concentrations compare favorably with peers' in the Commonwealth of
Independent States: the bank's 20 largest borrowers accounted for
only 17% of the total loan book (and 83% of common equity) as of
Aug. 31, 2019. At the same time, we view positively its share of
foreign currency loans, which was only 22% on Aug. 31, 2019,
compared with the 57% sector average. The low share of foreign
currency loans protects the bank from sharp Uzbekistani sum
exchange rate spikes.

"Another positive factor was Davr-Bank's moderation in 2019 of the
pace of its growth. It halved the growth of its loan book in the
first nine months of 2019, versus 94% growth in 2018. We anticipate
gross loans will increase at about 45% annually over the next 12-18
months, close to the system average and in line with the bank's
forecasts.

"At the same time, Davr-Bank has proven its ability to support
lending growth with sound earnings, recording a return on average
equity above 30% over the last five years. We understand that this
is predominantly thanks to the bank's high net interest margin.
Such high interest earnings are supported by its higher share than
peers of relatively cheap on-demand deposits in its liabilities
structure and the loyalty of its customers. The bank's earnings are
also supported by a material share of commissions in the revenue
mix.

"We expect that the bank's capitalization will remain at an
adequate level, with our risk-adjusted capital (RAC) ratio
improving closer to 10% in the next 12-18 months. At the same time,
we expect the bank will maintain a solid profitability, with return
on equity at 35%-40%.

"We expect the bank's funding composition will remain broadly
unchanged over the next 12-18 months. Customer deposits will remain
the main source of financing over the next 18 months, comprising
74% of total liabilities as of Sept. 30, 2019. The bank's liquidity
cushion is commensurate with that of peers.

"The outlook is positive because we would likely raise the rating
in the next 12 months if DAVR-Bank continues to demonstrate low
credit losses and a low share of nonperforming loans (NPLs), while
maintaining stable capitalization and profitability metrics. In
addition, we would expect the bank's funding and liquidity position
not to deteriorate.

"We would revise the outlook to stable if Davr-Bank's lending
growth results in weaker capitalization of the bank, with our RAC
ratio dropping close to 7%. This could happen if the bank increases
its lending activity much faster than we currently expect.
Additionally, we would revise our outlook to stable if we saw a
deterioration of the bank's underwriting standards resulting in a
greater share of NPLs and higher impairment charges than we
currently forecast, or if its funding and liquidity metrics
deteriorate."




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

FOODCO BONDCO: S&P Assigns 'B' LongTerm ICR, Outlook Stable
-----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit and
issue ratings to Foodco Bondco S.L.U. (Bondco 2) and the EUR335
million senior secured notes with a fixed 6.25% coupon and maturing
in 2026. The recovery rating on the notes is '3', although at the
low end of the range (50%).

Telepizza has entered into a master franchise agreement with Yum!
(the owner of Pizza Hut and partner in the alliance) that became
effective from Dec. 30, 2018, and lasts for a period of 25 to 50
years depending on the territory. Under this agreement, the company
became exclusive master franchisee for all Pizza Hut sites in
Iberia, Latin America (excluding Brazil), and Switzerland. This
added about 1,000 additional mainly franchised sites to the
company's existing system of 1,500 sites (excluding discontinued
sites in Poland and Czech Republic), which in turn increased the
share of sites run by franchisees of Telepizza to about 83% from
75% previously. Under the deal, Telepizza receives a franchise fee
of 6% of sales from all franchisees and pay a royalty of 3.5% for
all sites in operating territories in the system to Yum! However,
the royalty payment to Yum! also provides for a royalty credit for
the first US$250 million of system sales generated, which will
successively diminish over the following 17 years. The agreement
also sets an obligation for Telepizza to transform all the
Telepizza sites in Latin America and Chile to the Pizza Hut brand
within five years and 10 years, respectively, and to open 1,300
stores over a period of 10 years. Investments are partly funded
through advance royalties of in total US$25 million granted from
Yum! upon achieving conversion and opening targets for the first
three years.

The issuer credit rating is supported by:

-- The enlarged scale of the overall Telepizza system and broad
earnings diversification across nearly 39 countries and a
well-developed delivery service including owned delivery fleet and
online tools for customer order placement and processing;

-- The company's integrated business model. It organizes centrally
within its seven owned manufacturing plants the preparation and
distribution of ingredients such as high-quality frozen dough under
long-term supply contracts with Telepizza franchisees; and

-- The growing demand for food delivery as opposed to the dine-in
restaurant segment, demonstrated by Telepizza's track record of
positive like-for-like chain sales growth.

The rating is constrained by material execution risks related to
integrating Pizza Hut sites into the system and extracting target
synergies. S&P said, "In addition, we forecast weak reported FOCF
for the next three years due to accelerated investments under the
Yum! agreement, which we also view as fairly complex from a legal
perspective. In addition, we view as further constraints exposure
to foreign exchange risks in Latin America, given the increasing
share of earnings generated in Latin American currencies after the
establishment of the alliance, as well as exposure to fluctuations
in commodity prices, such as cheese, and high adjusted debt to
EBITDA of above 5.0x upon closing in a very competitive quick
service restaurant market."

Increasing top-line sales in the first half of 2019 versus 2018 are
due mainly to the establishment of the Yum! alliance. However,
following the impact of the minimum wage increase and consolidation
of Pizza Hut sites in Spain, the resulting company adjusted EBITDA
in first half 2019 was somewhat low at about EUR33 million, but
still within our expectations. S&P said, "Hence, we still see
limited headroom for further underperformance against the business
plan. This is exacerbated by our view of execution risks related to
the alliance constraining earnings visibility, as well as our
expectations of very modest FOCF for the next few years and already
high leverage under our base-case scenario."

S&P said, "We understand that this agreement is designed to be
economically neutral for both Telepizza and YUM! at the beginning
of the agreement. The main upsides for Telepizza stem from the
right to exclusively open additional sites under two strong brands
and the plan to open additional Telepizza sites in Iberia and Pizza
Hut sites in Latin America; the opportunity to supply ingredients
to a larger system; and the roll-out of Telepizza's established
delivery system to the Pizza Hut sites. We believe that the
increasing number of sites should also support negotiating power
with suppliers, enable the generation of procurement synergies, and
allow the company to extract a higher level of royalties and
revenue.

"We expect several execution risks associated with the new
arrangements. These include integrating, upgrading and opening the
new sites successfully, extracting synergies, and the ability to
integrate and work with additional franchisees in the new Pizza Hut
formats. They also include the successful execution on equity site
conversion planned for Telepizza sites in Latin America to the
Pizza Hut brand and investment commitments for the company to
rollout new equity sites. Although we understand that investments
for conversion and opening of franchise sites will largely be borne
by the franchisees themselves, we still regard our estimation of
about 8% capital expenditure (capex) investments relative to
consolidated sales as a high level of investments. At the same
time, the company will also have to pay a significant level of
royalties to Yum! for operating stores under the Pizza Hut and
Telepizza brands. These factors limit the headroom under the
current rating.

"The agreement between Telepizza and Yum! is fairly complex from a
legal perspective, in our view. After an initial period of three
years, Yum! has the right to buy all brand names but without the
important right of use of the brands for the main regions, Iberia
and Chile, which will remain with Telepizza for the time of the
agreement. Under the agreement, we understand that Yum! has the
possibility to exit and take converted sites with it if, after a
cure period, Telepizza continuously breaches major conditions under
the agreement, such as product quality or payment of royalties. We
understand that these risks are somewhat mitigated by the lengthy
testing conducted last year to align quality standards, as well as
our understanding that both Yum! and Telepizza view the agreement
as a long-term partnership.

"Our view on the company's financial risk profile is mainly limited
by the owners' aggressive financial policy, demonstrated by
forecasted S&P Global Ratings-adjusted debt to EBITDA above 5.0x in
2019. Although we anticipate earnings growth will enable a
deleveraging toward 4.5x over the next two years, we believe the
current financial policy commitment suggests that leverage will not
fall materially below 5x in the long term. We understand the new
owner has contributed its investment as common equity, resulting in
no additional subordinated debt or shareholder loans added to our
adjusted debt calculation. Given the substantial amount of leases,
our preferred metric is lease-neutral reported EBITDAR to interest
plus rent coverage, which, at around 2x, also supports the current
rating. At the same time, we view the company's low reported
FOCF--burdened by substantial interest on the notes and high capex
commitments--as a major constraint, as it limits the company's
financial flexibility.

"This rating action is in line with our preliminary ratings, which
we assigned on April 23, 2019. There were no material changes to
our base case or the financial documentation compared with our
original review, we note that the preliminary issuer credit rating
and the issue rating were assigned under Spanish Bonco 1 and
Spanish Bondco 2, respectively, on April 23, 2019. However, all
final ratings are in line with the preliminary ratings, "Restaurant
Master Franchisee Telepizza Assigned Preliminary 'B' Rating;
Outlook Stable."

"The stable outlook reflects our expectation that Telepizza will
execute its challenging business plan as master franchisee for Yum!
by integrating the stores of Telepizza and Pizza Hut successfully,
extracting synergies, and implementing an accelerated plan for
continued rebranding and planned site openings. We highlight that
headroom for underperformance on the business plan and the base
case is limited, given expectations of very modest FOCF for the
next few years and high leverage already under our base-case
scenario. Critically, for the current rating, we expect Telepizza
to show roughly neutral reported FOCF over the next 12 months
(excluding buyout-related transaction costs), S&P Global
Ratings-adjusted debt to EBITDA of 5.0x to 5.5x, and EBITDAR
interest plus rent cover of 1.8x-2.2x.

"We could lower the rating over the next 12 months if execution of
the business plan proves difficult, for example if the company
reports negative FOCF (excluding buyout transaction expenses),
adjusted debt to EBITDA above 5.5x, or EBITDAR interest plus rent
coverage below 1.8x. This could be the case if the company
encounters any bottlenecks or disagreements in its agreement with
Yum! or integrating the Pizza Hut sites, opening new sites, or
converting sites. It could also result from an inability to
increase sales or earnings as expected, for example, because of
harsher competition, a weakening of the macroeconomic environment,
or a depreciation of Latin American currencies. We could also lower
the rating if management were to employ an even more aggressive
financial policy or if liquidity became less than adequate.

"We consider a positive rating action as unlikely over the next 12
months in light of the risks raised above regarding the agreement
with Yum! and the ambitious business plan. However, we could raise
our rating if Telepizza demonstrates a track record of being able
to generate sustainable reported FOCF of at least EUR30 million per
year and management commits to a more conservative financial
policy, with adjusted debt to EBITDA sustainably and materially
lower than 5.0x."


SANTANDER HIPOTECARIO 3: S&P Affirms D(sf) Rating on Cl. D Notes
----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Fondo de
Titulizacion de Activos, Santander Hipotecario 3's class A1, A2,
and A3 notes. At the same time, S&P affirmed its ratings on the
class B, C, D, E, and F notes.

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

"After applying our European residential loans criteria to this
transaction, including our credit and cash flow analysis, and
taking into account the most recent data provided by the
originator, which included details on further advances, borrower
residency, and borrower employment status, the overall effect in
our credit analysis results is an increase in the required credit
coverage for each rating level compared with our previous review."

  Credit Analysis Results
  Rating level   WAFF (%)   WALS (%)
  AAA            27.78      47.09
  AA             20.38      41.44
  A              16.37      32.03
  BBB            13.01      26.06
  BB             9.44       21.82
  B              6.40       18.03

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

Santander Hipotecario 3's class A1, A2, and A3 notes' credit
enhancement has increased to 10.3% from 7.98%. These classes are
paying pro rata because loans in arrears for more than 90 days were
above 1.5% of the outstanding balance of the performing assets, and
this trigger is nonreversible. At the same time, the class B, C, D,
and E notes' credit enhancement has moved to 1.48%, -3.81%,
-11.83%, and -14.95% from 0.21%, -4.46%, -11.53%, and -14.28%,
respectively, due to the amortization of the notes that is fully
sequential between the senior and subordinated notes. This
transaction features an amortizing reserve fund, which the class F
notes' issuance funded at closing. It has been fully depleted since
October 2008.

S&P said, "Over the past years, we have observed a decreasing
amount of outstanding defaults due to improved performance of the
assets, and recoveries from defaulted loans have increased. At the
same time, given the current negative interest rate environment,
the transaction is not paying interest on class A, B, and C.
Therefore, given the breach of the interest deferral trigger for
classes D and E, all collections are currently used to pay
principal of the class A1, A2, and A3 notes, which is providing
further enhancement to these classes.

"In line with previous analysis, given that Banco Santander
(A/Stable/A-1) is acting as both servicer and collection account
provider, we are only applying commingling for ratings higher than
the rating on Banco Santander. Therefore, all classes of notes are
weak-linked to the rating on Banco Santander.

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

"Our ratings on the class A1, A2, and A3 notes are not capped by
our RAS analysis because the application of our European
residential loans criteria (including our updated credit figures)
and related cash flow analysis determines our rating on the notes
at 'BBB (sf)'. We have therefore raised our ratings to 'BBB (sf)'
from 'BB- (sf)' on the class A1, A2, and A3 notes.

"In our cash flow analysis, the class B notes did not pass our 'B'
rating level cash flow stresses in half of our cash flow scenarios,
in particular when we modeled high prepayments, rising interest
rates, and a fast default scenario, in which almost 60% of the
principal was not paid back to the noteholders. The class C notes
did not pass our 'B' rating level cash flow stresses in any of our
cash flow scenarios, in which we observed up to 100% of principal
losses in several scenarios.

"Therefore we applied our 'CCC' criteria, to assess if either a
'B-' rating or a rating in the 'CCC' category would be appropriate.
According to our 'CCC' criteria, for structured finance issues,
expected collateral performance and the level of credit enhancement
are the primary factors in our assessment of the degree of
financial stress and likelihood of default. We performed a
qualitative assessment of the key variables, together with an
analysis of performance and market data, and we consider repayment
of the class B and C notes to be dependent upon favorable business,
financial, and economic conditions. There is a principal
amortization deficit of EUR159 million in this transaction, current
credit enhancement for class B is 1.48%, and the class C notes are
partially undercollateralized. We consider that the issuer's
financial commitments may be unsustainable in the long term,
although the issuer may not face a credit or payment crisis within
the next 12 months. We have therefore affirmed our 'CCC+ (sf)'
rating on the class B notes and 'CCC- (sf)' rating on the class C
notes."

The class D, E, and F notes have not made their interest payments
since the July 2014, July 2013, and April 2008 payment dates,
respectively. S&P has therefore affirmed its 'D (sf)' ratings on
these tranches.

  Ratings List

  Santander Hipotecario 3

  Class    Rating to   Rating from

  A1       BBB (sf)    BB- (sf)
  A2       BBB (sf)    BB- (sf)
  A3       BBB (sf)    BB- (sf)
  B        CCC+ (sf)   CCC+ (sf)
  C        CCC- (sf)   CCC- (sf)
  D        D (sf)      D (sf)a
  E        D (sf)      D (sf)
  F        D (sf)      D (sf)




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

VB DPR FINANCE: Fitch Assigns BB+ Rating on Tranche 2019-A Debt
---------------------------------------------------------------
Fitch Ratings assigned VB DPR Finance Company's tranche 2019-A a
rating of 'BB+' with Negative Outlook. The agency has also affirmed
the programme's outstanding rated tranches at 'BB+' with Negative
Outlook.

Fitch has assigned the following ratings:

Tranche 2019-A: 'BB+'; Outlook Negative

Fitch has affirmed the following ratings:

Tranche 2011-A: 'BB+'; Outlook Negative

Tranche 2014-A: 'BB+'; Outlook Negative

Tranche 2014-B: 'BB+'; Outlook Negative

Tranche 2014-C: 'BB+'; Outlook Negative

Tranche 2014-D: 'BB+'; Outlook Negative

Tranche 2014-E: 'BB+'; Outlook Negative

Tranche 2014-F: 'BB+'; Outlook Negative

Tranche 2014-G: 'BB+'; Outlook Negative

Tranche 2016-A: 'BB+'; Outlook Negative

Tranche 2016-B: 'BB+'; Outlook Negative

Tranche 2016-C: 'BB+'; Outlook Negative

Tranche 2016-D: 'BB+'; Outlook Negative

Tranche 2016-E: 'BB+'; Outlook Negative

Tranche 2016-G: 'BB+'; Outlook Negative

Tranche 2018-A: 'BB+'; Outlook Negative

Tranche 2018-B: 'BB+'; Outlook Negative

Tranche 2018-C: 'BB+'; Outlook Negative

Tranche 2018-D: 'BB+'; Outlook Negative

Tranche 2018-E: 'BB+'; Outlook Negative

Tranche 2018-F: 'BB+'; Outlook Negative

Tranche 2018-G: 'BB+'; Outlook Negative

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

The programme is a future-flow transaction of existing and future
US dollar-, euro- sterling- and Swiss franc-denominated diversified
payment rights (DPRs) originated by Vakifbank. VB DPR has purchased
all present and future flows from Vakifbank, financed through debt
backed by the DPRs, which are essentially payment orders processed
by banks. DPRs can arise for a variety of reasons but mainly
reflect payments due on the export of goods and services, capital
flows and personal remittances. The programme has been in existence
since 2005.

KEY RATING DRIVERS

Originator Credit Quality

Vakifbank's Long-Term Local-Currency Issuer Default Rating (LC IDR)
is 'BB-', at the same level of that on the Turkish sovereign,
reflecting the sovereign's ability to provide support in LC, given
the bank's majority ownership by the General Directorate for
Foundations, which is fully controlled and managed by the Turkish
state.

GCA Score Supports Rating

Fitch has a Going Concern Assessment (GCA) score of GC1 on
Vakifbank, based on its position as the third-largest state-owned
bank in Turkey and its role in the Turkish economy. Vakifbank had
unconsolidated deposits of USD37.2 billion and assets of USD66.1
billion at end-June 2019, representing about 9.6% of total system
deposits and 9.5% of total system assets, according to the Banks
Association of Turkey.

Two-Notch Uplift

The GC1 score allows the maximum notching uplift of six notches
from Vakifbank's LC IDR. Fitch has tempered the notching uplift as
Vakifbank's LC IDR is support-driven and the GCA score also
benefits from such support. The notching uplift is further limited
by the high systemic stress in Turkey.

Sufficient Coverage Levels

Fitch calculated the debt service coverage ratio (DSCR) for the
programme at 35.9x. This is based on average monthly offshore flows
processed via designated depository banks (DDBs) in the 12 months
to end-September 2019 and incorporating Fitch's 'BB+' interest rate
stresses. The coverage ratio is above related early amortisation
triggers; but it is in the low range among peer programmes.

The agency tested the sustainability of coverage under various
scenarios, including FX stresses, a reduction in payment orders
based on the top 20 beneficiary concentrations, a reduction in
remittances based on the steepest quarterly decline in the last
five years and an exclusion of large single flows exceeding USD35
million. The DSCRs calculated in such scenarios range from 20.8x to
32.0x. The flows are adequate to support the assigned ratings. The
DPR debt ratings could come under pressure, however, should DSCR
levels decrease.

Moderate Programme Size

Fitch estimates that the new tranche, combined with the outstanding
notes, represent about 3.1%, 7.9% and 13.8% of Vakifbank's
interest-bearing liabilities, interest-bearing liabilities
excluding customer deposits and total long-term funding,
respectively. In the agency's view, the current relative debt of
the programme is still reasonable, but a further increase in
programme debt, which could further reduce the debt service
coverage, would translate into rating pressure.

Diversion Risk Reduced

Fitch believes DPR flows are more susceptible to diversion when the
originating entity is state- owned. Similar to its peers, the
transaction structure mitigates certain sovereign risks by keeping
DPR flows offshore until scheduled debt service is paid to
investors. Additionally, eight leading correspondent banks have
signed acknowledgement agreements, while offshore flows are
moderately well-distributed among these banks. In the 12 months to
end-September 2019 the proportion of flows flowing through such
banks was 80.8%.

VARIATIONS FROM CRITERIA

None

RATING SENSITIVITIES

The most significant variables affecting the rating of the
transaction are Vakifbank's credit quality, GCA score, the
sovereign rating, systemic stress, DPR flow development and DSCR.
The programme's DSCR is on the low side compared with peers'.
Deterioration in debt coverage could constrain the DPR notes'
ratings.

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

In addition, the ratings of The Bank of New York Mellon (BONY;
AA/Stable/F1+) as the issuer's account bank may constrain the
ratings of DPR debt should BONY be rated below the then ratings of
the DPR debt and no remedial action is taken.

Nevertheless, Fitch would analyse a change in any of these
variables to assess the possible impact on the transaction's
rating.




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

ARDONAGH MIDCO 3: Fitch Affirms 'B' LongTerm IDR, Outlook Neg.
--------------------------------------------------------------
Fitch Ratings affirmed Ardonagh Midco 3 plc's Long-Term Issuer
Default Rating at 'B' with a Negative Outlook.

Fitch has chosen to maintain the Negative Outlook until its sees
further progress towards generating positive Fitch-defined free
cash flow as the company completes the first full year of
integrating the Swinton acquisition. The opportunistic Swinton
acquisition in 2018 led to a delay in deleveraging of the business
from its previous forecasts by one year although it resulted in
greater diversification of Ardonagh with a better market position
and greater scale.

Fitch expects the benefits of several years of restructuring will
be realised by end-2019, with a normalised business profile
delivered in 2020. As a result, Fitch observes a balance between
the overall strengthened business profile, improving liquidity, and
delayed deleveraging.

KEY RATING DRIVERS

Swinton Increases Scale: Ardonagh's opportunistic 2018 acquisition
of Swinton has increased scale and expanded Ardonagh's personal
insurance offerings. Swinton has been integrated into the Autonet
and Carole Nash segment and the combined group has seen initial
benefits from its expertise in pricing, technology and
relationships with insurance partners. All Swinton retail outlets
have been closed across the UK as part of the restructuring plan
and 1H19 revenue and EBITDA margin are currently on track to meet
its full year 2019 expectations. Fitch is awaiting proof of
successful full-year integration results leading to FCF
visibility.

Positive FCF In 2021: In recent years Ardonagh has been acquiring
high-margin businesses to expand their portfolio and boost
profitability. EBITDA margin has increased by 5.6% in the last two
years. Fitch expects further margin expansion as these businesses
are successfully integrated. This, however, requires significant
business transformation spending, which will adversely impact the
company's FCF generation. Fitch expects Fitch-defined FCF to turn
positive in 2021, when the transformational costs and enhanced
transfer value (ETV) payments are over.

Leverage Remains Elevated But Declining: Fitch expects funds from
operations (FFO) adjusted gross leverage to remain above its
downgrade trigger of 7.0x, at 7.3x at end-2019 before easing
towards 6.9x by end-2020. Full-year audited results for 2019
showing gross leverage below 7.0x would provide reason to revise
the Outlook to Stable. In addition, the FFO fixed charge coverage
ratio remains below 2.0x due to increased debt issuance to fund
both the Swinton acquisition and investments in the business. Fitch
expects Ardonagh to be able to demonstrate a 12-month period with
successfully integrated acquisitions and to deliver on its targeted
operational improvements, before changing the Outlook to Stable in
2020.

Competitive UK Insurance Market: While Brexit-related challenges
are increasing, Fitch still forecasts growth in both the life and
non-life sectors in the short term. Fitch has confidence that
regulatory continuity will remain through the medium term. Fitch
forecasts a decline in the insurance division of the broker market
for household/motor generic products. Fitch believes competitive
pressures in the market could lead to further demand from insurers
to eliminate intermediaries for mass products.

Bolt-on Acquisitions Accretive: Since late 2018, Ardonagh has
acquired three businesses from its shareholders in exchange for
equity (the Nevada 3 transaction). These businesses include Minton
House Group, which offers staff absence insurance, The Health
Insurance Group, which offers UK private medical insurance to SMEs
and individuals, and Professional Fee Protection Limited, which is
a small UK niche tax investigation fee protection MGA. These
acquisitions (as well as Swinton) have been accretive and speak to
the skilled management team and its drive for opportunistic,
focused M&A.

Continued Shareholder and Regulatory Support: Shareholders have
invested at least GBP825 million in Ardonagh. This active
involvement continued with the sale of the remaining stake in The
Broker Network for GBP30 million to entities affiliated with its
shareholders and the acquisition of three bolt-on Nevada 3
acquisitions by Ardonagh. Continued shareholder support is a
positive factor for the group. In addition, the ETV redress
payments will be distributed over the next 18 to 24 months,
addressing the remaining expected regulatory payments.

DERIVATION SUMMARY

Ardonagh has less scale in the UK than the large international
insurance brokers. However, Ardonagh has greater scale and a more
diverse product offering than other independent brokers Siaci Saint
Honore (B/Stable) and April SA (B(EXP)/Stable). While its expertise
in niche, high-margin product lines and its leading position among
UK insurance brokers underpin a sustainable business model,
Ardonagh's higher financial risk, lower financial flexibility, and
the need for continued progress toward integrating acquisitions
constrain the rating.

KEY ASSUMPTIONS

  - Revenue to grow 25% in 2019 due to Swinton acquisition, 4%
    per annum thereafter

  - EBITDA margin gradually increasing to 27.6% in 2022 from
    25.4% in 2019

  - Cash taxes at about 1% of EBITDA per annum

  - Working capital outflow at about 3.5% of revenue in 2019 and
    2.5% per annum thereafter

  - Capex at GBP20 million in 2019 and GBP15 million per annum
    thereafter

  - Exceptional costs include regulatory fees (ETV redress
    payments), transaction costs, and restructuring

  - No common dividends

KEY RECOVERY RATING ASSUMPTIONS

As Ardonagh has continued to make progress on its transformation
plan and integrate the Swinton acquisition, Fitch believes it can
achieve a going-concern EBITDA of GBP145 million based on its
current asset base. A drop in EBITDA to the going-concern level
could be the result of meaningful loss in market share or
regulatory change in the insurance industry. Fitch applies a
distressed enterprise value (EV)/EBITDA multiple of 5.5x,
representing a discount from publicly traded companies as well as
recent transaction multiples in the sector. After subtracting 10%
of distressed EV for administrative claims, Fitch subtracts the
group's GBP120 million revolving credit facility (RCF; assumed
fully drawn in recovery) and apply proceeds available to the
principal waterfall to yield a recovery of 52% on the group's
outstanding GBP1,143 million senior secured notes.

RATING SENSITIVITIES

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

  - FFO adjusted gross leverage sustainably below 5.5x

  - FFO fixed charge coverage above 2.5x

  - EBITDA margins greater or equal to 27%

  - Positive FCF and organic growth supporting the capital
structure that allows for refinancing at lower cost of debt

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

  - FFO adjusted leverage sustainably above 7.0x

  - FFO fixed charge coverage below 2.0x and declining liquidity

  - EBITDA margins below 22%

  - Weak organic growth and sustained integration costs

LIQUIDITY AND DEBT STRUCTURE

The group has satisfactory liquidity with an undrawn GBP120 million
RCF combined and GBP40 million of Fitch-forecasted available cash
at end-2019. Given that debt maturities are in 2023, Fitch does not
expect Ardonagh to have any liquidity issues. Furthermore, a letter
of credit for GBP50 million is in place to address ETV payments in
the next two years.


BURY FC: HM Revenue & Customs' Winding-Up Petition Adjourned
------------------------------------------------------------
BBC Radio Manchester reports that Bury Football Club has been
granted a 14-day extension after a winding-up petition brought by
HM Revenue & Customs was adjourned in the High Court.

The club has been given the additional time to pay back smaller
businesses, BBC Radio Manchester discloses.

The Shakers were expelled from the English Football League in
August as a result of their financial problems, BBC Radio
Manchester recounts.

A prospective buyer for the club ended their interest on Oct. 14,
leaving Bury on the brink of liquidation, BBC Radio Manchester
relates.

Alan Skelton, of Buy Our Bury -- a group working for a fan-owned
Bury FC -- told the BBC they could take over the petition on Oct.
30 as the club would not be paying the GBP54,000 in National
Insurance that HMRC claimed they owed as the club no longer has any
employees.

A group of Bury supporters have already been working on plans to
form a phoenix club and, if successful, would have to apply to the
Football Association for entry into the English non-league pyramid
next season, BBC Radio Manchester states.

Bury North MP James Frith met with the FA last week to discuss
possible admission into the National League system, the fifth and
sixth tiers of English football, and reported positive talks,  BBC
Radio Manchester  relays.

An initial application must be made by March 1, with all necessary
documentation submitted by March 31, BBC Radio Manchester notes.

Speaking to BBC Radio Manchester on Oct. 15, Mr. Frith said: "In
the event that the club is liquidated, we have to carry on with the
plan which is an application to the National League system with a
new incarnation of Bury Football Club."

A company voluntary arrangement (CVA) was agreed with creditors to
help clear some of the club's debts, resulting in a 12-point
deduction, BBC Radio Manchester discloses.  Bury's first six
fixtures of the season were suspended while the EFL awaited
evidence of how it would pay creditors and that it had the funding
to complete the 2019-20 campaign, BBC Radio Manchester notes.

A "rescue board" -- including local politicians and supporters'
group Forever Bury -- made a proposal for the Shakers to be placed
in League Two next season, but it "did not have the necessary
support" and was rejected at a meeting of the EFL's member clubs on
Sept. 26, BBC Radio Manchester recounts.


EUROSAIL-UK 2007-1NC: S&P Affirms B-(sf) Rating on Class E1c Notes
------------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Eurosail-UK
2007-1NC's class D1a and D1c notes. At the same time, S&P has
affirmed its ratings on the class A3a, A3c, B1a, B1c, C1a and E1c
notes.

The rating actions follow the implementation of our revised
criteria for assessing pools of U.K. residential loans. They also
reflect S&P's full analysis of the most recent transaction
information that it has received and the transaction's structural
features as of June 2019.

S&P said, "Upon republishing our global RMBS criteria following the
extension of the criteria's scope to include the U.K., we placed
our ratings on all classes of notes from this transaction under
criteria observation. Following our review of the transaction's
performance and the application of our republished global RMBS
criteria, our ratings on these notes are no longer under criteria
observation."

The pool factor (the outstanding collateral balance as a proportion
of the original collateral balance) in this transaction is 22%.
Total arrears have increased to 31.9% from 29.0%, and 90-plus-day
arrears have decreased to 21.0% from 21.9% since S&P's last review
of the transaction, with performance being worse than our U.K.
nonconforming delinquency index. Cumulative losses are at 5.5%.

The notes in this transaction are currently amortizing
sequentially, as they have breached the pro rata payment triggers
relating to arrears and cumulative losses. As the transaction's
cumulative losses exceed the trigger of 1.5%, it will continue to
pay sequentially. S&P has incorporated this assumption into its
cash flow analysis. The sequential amortization, combined with a
nonamortizing reserve fund, has increased the transaction's
available credit enhancement since our previous review.

S&P said, "After applying our updated residential loans criteria,
the overall effect in our credit analysis results is a decrease in
the weighted-average foreclosure frequency (WAFF) at the highest
rating levels ('AAA' and 'AA') and an increase in the WAFF at
rating levels from 'A' and below. This is due to the fact that
arrears have increased since our last review. The arrears
adjustment is higher, particularly at lower rating levels,
following the implementation of our revised criteria.

"Our weighted-average loss severity assumptions (WALS) have
decreased at all rating levels due to a reduction in the current
loan-to-value (LTV) ratio and the revised jumbo valuation
thresholds."

  WAFF And WALS Levels
  Rating level   WAFF (%)   WALS (%)   Expected credit loss (%)
  AAA            44.81      36.16      16.20
  AA             39.64      28.88      11.45
  A              36.53      17.55      6.41
  BBB            33.10      11.61      3.84
  BB             29.57      8.31       2.46
  B              28.69      6.04       1.73

S&P said, "The lower expected credit losses, combined with
increased available credit enhancement, allows the class A3a, A3c,
B1a, B1c, and C1a notes to pass our stresses at the highest rating
level. However, because the transaction's bank account and
re-investment account rating triggers have been previously breached
but not remedied by Barclays Bank PLC, our current counterparty
criteria cap our ratings on the notes in this transaction at 'A
(sf)', which equates to the long-term issuer credit rating on
Barclays Bank. Because the notes are capped at the 'A (sf)' level
due to counterparty risk, we have affirmed our 'A (sf)' ratings on
the class A3a, A3c, B1a, B1c, and C1a notes.

"The passing cash flow results for the class D1a and D1c notes
outperform the results of our last review. We have not given the
full benefit of the modeling results in our rating decision to
account for their subordinated position in the payment structure,
their sensitivity to our fees assumptions, and the high percentage
of interest-only loans, which exposes the transaction to
back-loaded risks to which more junior tranches are more sensitive.
We have therefore raised our ratings on these classes of notes to
'BB (sf)'.

"We have also affirmed our rating on the class E1c notes at 'B-
(sf)'. In our cash flow analysis, the class E1c notes did not pass
our 'B' rating level cash flow stresses in a number of our cash
flow scenarios, in particular when we modeled high prepayment
rates, rising interest rates, and slow defaults. Therefore, we
applied our 'CCC' ratings criteria to assess if either a 'B-'
rating or a rating in the 'CCC' category would be appropriate. We
performed a qualitative assessment of the key variables, together
with an analysis of performance and market data, and we do not
consider repayment of this class of notes to be dependent upon
favorable business, financial, and economic conditions.
Furthermore, the increased credit enhancement and lower credit
coverage assumption at the 'B' level have resulted in improved cash
flow results since our last review. We therefore believe that the
class E1c notes will be able to pay timely interest and ultimate
principal in a steady-state scenario commensurate with a 'B-'
stress in accordance with our 'CCC' ratings criteria.

"Our credit stability analysis for this transaction indicates that
the maximum projected deterioration that we would expect at each
rating level over one- and three-year periods, under moderate
stress conditions, is in line with our credit stability criteria."

  Ratings List

  Eurosail-UK 2007-1NC

  Class     Rating to   Rating from
  A3a       A (sf)      A (sf)
  A3c       A (sf)      A (sf)
  B1a       A (sf)      A (sf)
  B1c       A (sf)      A (sf)
  C1a       A (sf)      A (sf)
  D1a       BB (sf)     B (sf)
  D1c       BB (sf)     B (sf)
  E1c       B- (sf)     B- (sf)


JESSOPS: Files Notice of Intention to Appoint Administrators
------------------------------------------------------------
Holly Williams at The Scotsman reports that Dragons' Den star Peter
Jones is fighting to secure the future of camera chain Jessops on
the high street as he prepares to call in administrators for the
stores.

JR Prop Ltd -- the leasehold property estate manager -- has filed a
notice of intention to appoint Resolve as administrators in a move
that raises the spectre of closures among the 46 Jessops stores,
The Scotsman relates.

The firm has four stores north of the Border -- in Edinburgh,
Glasgow, Aberdeen and Inverness, The Scotsman discloses.

According to The Scotsman, it is understood Mr. Jones is looking to
secure a company voluntary arrangement (CVA) rescue deal with
creditors to shut unprofitable sites and slash rents across the
chain.

But the holding company of the retail operations -- Jessops Europe
-- remains unaffected by the planned administration, The Scotsman
notes.

Jessops, which has around 500 staff in the stores, has suffered
widening losses, reporting a pre-tax loss of GBP13 million for the
year to April 2018, The Scotsman recounts.

It was bought by Jones and other investors in 2013 after it
collapsed into administration, leading to the closure of all its
187 stores and the loss of almost 1,500 jobs, The Scotsman relays.


THOMAS COOK: German Unit Withdraws Bridging Loan Application
------------------------------------------------------------
Riham Alkousaa at Reuters reports that insolvent Thomas Cook's
German unit has withdrawn an application for a state bridging loan
for legal reasons, the company's liquidator said on Oct. 16, adding
that the firm was still talking with investors about a possible
rescue.

According to Reuters, insolvency administrators of the law firm
Hermann Wienberg said the credit application needed to be amended,
adding that the already submitted application would be withdrawn.

It did not say whether Thomas Cook would file a new application,
Reuters notes.

Thomas Cook Germany had filed for insolvency in a move aimed at
separating its brands and operations from its failed parent and the
German government said it was considering an application for a
bridging loan from the company Reuters recounts.

                   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.


THOMAS COOK: Ministers on Sidelines Amid Rescue Attempts, Exec Says
-------------------------------------------------------------------
Oliver Gill at The Telegraph reports that Thomas Cook's former
bosses have attacked ministers for standing on the sidelines as it
raced to secure lifeline funding -- while other European countries
scrambled to offer support.

Appearing in front of MPs on Oct. 15, chief executive Peter
Fankhauser revealed ministers from Germany, Spain, Turkey, Bulgaria
and Greece had personally contacted him to offer support in the
days before the world-renowned travel company collapsed, The
Telegraph relates.

In sharp contrast, Mr. Fankhauser had just one meeting with
Transport Secretary Grant Shapps on Sept. 9, leaving negotiations
to lower ranking officials as the business went down, The Telegraph
discloses.

                    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.




===============
X X X X X X X X
===============

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
-------------------------------------------------------------
Author: Warren E. Agin
Publisher: Bowne Publishing Co.
List price: $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over
the last 12 months! Microstrategy Inc. has roller-coasted from a
high of 333 to a low of 7 over the same period! Just when the IPO
boom is imploding and high-technology companies are running out of
cash, Warren Agin comes out with a guide to the legal issues of the
cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks." The word "Internet" showed up that year as well, as "an
electronic communications network that connects computer networks
and organizational computer facilities around the world."

Cyberspace has been leading a kaleidoscopic parade ever since, with
the legal profession striding smartly in rhythm. There is no
definition for the word "cyberassets" in the current
Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in meticulous
detail how to address them, not only for troubled technology
companies, but for all companies with websites and domain names.
Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses. There are four types of
assets embodied in a website: content, hardware, the Internet
connection, and software. The website's content is its fundamental
asset and may include databases, text, pictures, and video and
sound clips. The value of a website depends largely on the traffic
it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet. Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price! Compaq Computer Corp. paid
Alta Vista Technology Inc. more than $3 million for "Altavista.com"
when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets as
secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy estates
with cyberassets; selling bankruptcy estate assets over the
Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes. The
chapters on secured lending detail technology escrow agreements for
cyberassets; obtaining and perfecting security interests for
cyberassets; enforcing rights against collateral for cyberassets;
and bankruptcy concerns for the secured lender with regard to
cyberassets.

The book concludes with chapters on Y2K and bankruptcy; revisions
in the Uniform Commercial Code in the electronic age; and a
compendium of bankruptcy and secured lending resources on the
Internet. The appendix consists of a comprehensive set of forms for
cyberspace-related bankruptcy issues and cyberasset lending
transactions. The forms include bankruptcy orders authorizing a
domain name sale; forms for electronic filing of documents;
bankruptcy motions related to domain names; and security agreements
for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.



                           *********


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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *