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

                          E U R O P E

          Tuesday, June 25, 2019, Vol. 20, No. 126

                           Headlines



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

LASTA: Violeta Emerges as Favorite to Acquire Business


E S T O N I A

SAAREMAA LAEVAKOMPANII: Harju Court Commences Claim Proceedings


G E O R G I A

LIBERTY BANK: Moody's Raises LongTerm Deposit Ratings to Ba3


G E R M A N Y

APOLLO 5 GMBH: Moody's Raises CFR to Caa1, Outlook Stable


I T A L Y

ARAGORN NPL: DBRS Confirms CCC Rating on Class B Notes
DECO 2019: DBRS Finalizes BB(low) Rating on Class D Notes


L A T V I A

ABLV BANK: Publishes Operative Report for May 2019


L U X E M B O U R G

ACCUDYNE INDUSTRIES: Moody's Withdraws B3 CFR After Precision Deal


R O M A N I A

ALBA IULIA: Moody's Withdraws Ba1 Issuer Ratings


S P A I N

PAX MIDCO: Moody's Assigns B1 Corp. Family Rating, Outlook Stable


T U R K E Y

DRIVER TURKEY: Moody's Lowers Rating on 2 Tranches to 'Ba2'
EREGLI DEMIR: Moody's Cuts CFR to B1, On Review for Downgrade
MERSIN ULUSLARARASI: Fitch Affirms BB+ Rating on $450MM Unsec. Debt
MERSIN ULUSLARARASI: Moody's Lowers CFR to B1, Outlook Negative
TURKIYE GARANTI: Fitch Affirms BB- LongTerm Foreign Currency IDR

YASARBANK: Holding Company Repays US$247.6MM Debt to TMSF


U K R A I N E

DTEK RENEWABLES: Fitch Affirms B- LongTerm IDRs, Outlook Stable


U N I T E D   K I N G D O M

ARCADIA GROUP: Committee Set to Question TPR Boss on Rescue Deal
IENERGIZER LIMITED: Moody's Withdraws B3 CFR for Business Reasons
LONDON CAPITAL: Collapse Prompts Regulatory Coverage Review
ODDBINS: Administrators in Rescue Talks with Former Owner
STRATTON MORTGAGE 2019-1: DBRS Finalizes B(high) Rating on E Notes


                           - - - - -


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B O S N I A   A N D   H E R Z E G O V I N A
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LASTA: Violeta Emerges as Favorite to Acquire Business
------------------------------------------------------
SeeNews reports that Bosnia's leading manufacturer of personal and
householdcare products Violeta is the favorite to buy the
financially troubled local confectionery maker Lasta.

According to SeeNews, news provider Klix.ba quoted Violeta owner
Petar Corluka as saying on June 17 a deal has not been signed yet
but Violeta's bid for Lasta has been evaluated as the best one.

The bid was submitted in the fourth auction for the sale of
Capljina-based Lasta, SeeNews states.  The media report did not
mention what the ask price in the auction was, SeeNews notes.

In June 2018, a Bosnian court decided to open bankruptcy
proceedings against Lasta upon the request of Privredna Banka
Sarajevo, SeeNews recounts.

Lasta is 51%-owned by Croatian alcoholic drinks and confectionery
producer Zvecevo, which also was in severe financial trouble back
in 2017 linked to the collapse of food-to-retail concern Agrokor,
SeeNews discloses.




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E S T O N I A
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SAAREMAA LAEVAKOMPANII: Harju Court Commences Claim Proceedings
---------------------------------------------------------------
Harju County Court, on June 17, 2019, started the proceedings on
the claim filed by AS Saaremaa Laevakompanii (in bankruptcy) and
Vainamere Liinid OU on March 28, 2019, against the subsidiaries of
AS Tallinna Sadam, OU TS Laevad and OU TS Shipping applying for
compensation for damage caused by the alleged use of business
secrets while participating in the public procurement of passenger
transport services on Saaremaa and Hiiumaa lines.

The amount of the claim in total is EUR23.8 million, including SLK
claim in amount of EUR15.8 million and Vainamere Liinid claim in
amount of EUR8 million.  The application in the civil proceedings
no 2-19-4848 brought in action, is identical to the previous
application submitted by the same plaintiffs in civil proceedings
no 2-17-15955, which was dismissed by Harju County Court ruling on
March 8 because the plaintiffs did not pay the court-ordered
securities in total amount of EUR14,000 to cover the estimated
costs of the proceedings.  The court ruling entered into force on
March 28, 2019.

The Management of Tallinna Sadam is of the opinion that the
requests in the application of the claim are unjustified. Tallinna
Sadam will file the response to the application of the claim by the
deadline fixed by the court.

Tallinna Sadam is one of the largest cargo- and passenger port
complexes in the Baltic Sea region, which in 2018 serviced 10.6
million passengers and 20.6 million tons of cargo.  In addition to
passenger and freight services, Tallinna Sadam group also operates
in shipping business via its subsidiaries -- OU TS Laevad provides
ferry services between the Estonian mainland and the largest
islands, and OU TS Shipping charters its multifunctional vessel
Botnica for icebreaking and construction services in Estonia and
offshore projects abroad.  Tallinna Sadam group is also a
shareholder of an associate AS Green Marine, which provides waste
management services.  According to unaudited financial results,
Tallinna Sadam group's sales in 2018 totaled EUR130.6 million,
adjusted EBITDA EUR74.4 million and net profit EUR24.4 million.




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G E O R G I A
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LIBERTY BANK: Moody's Raises LongTerm Deposit Ratings to Ba3
------------------------------------------------------------
Moody's Investors Service upgraded Liberty Bank JSC's long-term
deposit ratings to Ba3 from B1, its Baseline Credit Assessment
(BCA) and Adjusted BCA to b1 from b2, its long-term Counterparty
Risk Ratings (CRR) to Ba2 from Ba3 and its long-term Counterparty
Risk (CR) Assessment to Ba2(cr) from Ba3(cr). The rating agency
also affirmed the bank's short-term deposit ratings and CRR at Not
Prime and its short-term CR Assessment at Not Prime(cr). The
outlook on the Ba3 long-term bank deposit ratings was changed to
stable from positive.

The rating action reflects the (1) the bank's improved financial
fundamentals, namely capital and a more diversified business
profile, driving the upgrade of the standalone BCA to b1; and (2)
the rating agency's ongoing assessment of a moderate probability of
government support for Liberty Bank, which continues to lead to one
notch of rating uplift for the deposit ratings, CRR and CR
Assessment.

RATINGS RATIONALE

-- STANDALONE BCA UPGRADE

The upgrade of Liberty Bank's BCA reflects (1) the bank's improved
access to capital and improving capital adequacy; and (2) Moody's
expectation that the bank will continue to diversify its business
profile towards that of a universal bank, from being a
consumer-focused lender, without a materially negative impact on
its risk-adjusted performance.

Liberty Bank's access to capital improved in 2017, following the
release of an encumbrance against 60.5% of the bank's ordinary
shares. The encumbrance had arisen as a result of litigation
against the bank's former shareholders. This led to Moody's
changing the outlook on the bank's ratings to positive. The bank's
capitalisation has also increased over the last three years through
retained earnings, despite strong growth in the loan portfolio.
Liberty Bank's adjusted tangible common equity, defined by Moody's,
as a percentage of risk-weighted assets was 12.6% at the end of
2018, up from 10.7% at the end of 2017. Moody's expects the bank's
capital adequacy to improve further in line with National Bank of
Georgia's (NBG) higher capital requirements. NBG introduced
additional capital requirements under pillar 2 of Basel III and
designated Liberty Bank as a domestic systemically important bank.
The bank will be required to hold an additional 1.5% common equity
Tier 1 (CET1) capital/risk-weighted assets by year-end 2021 as a
systemic buffer.

Moody's said that it expects the bank will continue to grow its
corporate lending and residential mortgage book and will gradually
become less reliant on income from consumer lending. This reflects
a change in the bank's strategy, which is also in response to
macro-prudential and borrower protection regulation by the Georgian
authorities. The bank grew its corporate and small and medium-sized
enterprises (SME) portfolio to GEL190 million or 18% of gross loans
as of the end of 2018, from just GEL4 million in 2017 and
residential mortgage book to GEL62 million or 6% of gross loans at
end-2018, from GEL20 million in 2017.

This more diversified income stream will reduce potential income
volatility because of regulatory changes and negative macroeconomic
developments that may affect the consumer segment. Nevertheless,
higher corporate lending will also increase the bank's exposure to
single-borrower concentration, though in line with local peers, and
the level of dollarisation in its loan portfolio, and therefore its
exposure to currency-induced credit risks.

Liberty Bank's standalone BCA also continues to reflect its (1)
strong earnings generation capacity, driven by a high although
gradually declining interest margin; and (2) granular deposit
funding base and solid liquidity. These strengths, are moderated by
high asset risks, reflecting a still large unsecured lending
portfolio, its credit concentration in Georgia's developing
economy, and unseasoned risk from the bank's newly-originated
corporate lending book.

-- UPGRADE OF DEPOSIT RATINGS, CRR AND CR ASSESSMENT

The upgrade of the long-term deposit ratings to Ba3 from B1,
follows the upgrade of the BCA. The long-term deposit ratings
continue to incorporate a moderate likelihood of government support
from Georgia (Ba2 stable) for Liberty Bank in case of need,
reflecting the bank's significant market share of 6% of domestic
deposits as of year-end 2018 and its importance to the country's
payment system because of its role in distributing state pensions
and welfare payments in the country. This results in one notch of
uplift as was the case previously.

For Liberty Bank's Ba2 CRR and Ba2(cr) CR Assessment the starting
point is one notch above the bank's b1 Adjusted BCA, to which
Moody's then typically adds the same notches of government support
uplift as applied to the deposit ratings. As such, Liberty Bank's
CRR and CRA are one notch higher than the bank's deposit rating.

-- STABLE OUTLOOK

The stable outlook on Liberty Bank's long-term deposit ratings
reflects the ratings agency's view that the bank's still strong
profitability, adequate capitalisation and liquidity balance the
risks arising from a developing operating environment, a rapidly
growing corporate loan book (although from a low base) and the
implementation risks of the bank's new business model.

WHAT COULD CHANGE THE RATING UP/DOWN

Upward rating pressure will require an improvement in Liberty
Bank's standalone financial profile mainly through a seasoning of
the bank's loan portfolio through an economic cycle with an asset
quality performance that is in line with its larger Georgian peers,
demonstrated stable recurring profitability from the bank's new
business model that is also in line with local peers, while
maintaining adequate capitalisation, well above regulatory minima.

Downward rating pressure would develop from a failure to sustain
risk-adjusted profitability in line with recent performance, or, if
asset risk in the bank's portfolio increases materially because of
(1) credit concentrations that are higher than peers; (2) loan
growth above the market average; and (3) asset quality
deterioration in the corporate book beyond what Moody's had
observed in the past for rated domestic peers. There could also be
negative pressure on the bank's ratings if capital metrics do not
increase in line with higher capital requirements. A material
deterioration in the domestic operating conditions in Georgia, as
described in Moody's Macro Profile for the country, would also lead
to a downgrade.

The bank's long-term ratings could also be downgraded if the rating
agency believes that the government's willingness to provide
support, in case of need, has diminished. For example from
diminished systemic importance of the bank.

PRINCIPAL METHODOLOGY

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

FULL LIST OF ALL AFFECTED RATINGS

Issuer: Liberty Bank JSC

Upgrades:

Adjusted Baseline Credit Assessment, Upgraded to b1 from b2

Baseline Credit Assessment, Upgraded to b1 from b2

Long-term Counterparty Risk Assessment, Upgraded to Ba2(cr) from
Ba3(cr)

Long-term Counterparty Risk Rating, Upgraded to Ba2 from Ba3

Long-term Bank Deposits, Upgraded to Ba3 from B1, Outlook Changed
To Stable From Positive

Affirmations:

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

Short-term Counterparty Risk Rating, Affirmed NP

Short-term Bank Deposits, Affirmed NP

Outlook Action:

Outlook Changed To Stable From Positive




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G E R M A N Y
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APOLLO 5 GMBH: Moody's Raises CFR to Caa1, Outlook Stable
---------------------------------------------------------
Moody's Investors Service upgraded the Corporate Family Rating of
Apollo 5 GmbH to Caa1 from Caa2, and its Probability of Default
rating to Caa1-PD from Caa2-PD. Concurrently, Moody's has upgraded
the ratings of the EUR500 million equivalent first lien term loan
B2 due 2020 to B3 from Caa1, the rating of the EUR50 million
revolving credit facility due 2020 to B3 from Caa1, and the rating
of the EUR139 million second lien term loan due 2021 to Caa2 from
Caa3, all borrowed by Aenova Holding GmbH and its subsidiaries. The
outlook is stable.

This action reflects the improvement in the company's credit
metrics due to successful completion of its transformation plan and
promising turnaround in the core business. Free cash flow
generation (Moody's adjusted) is expected to break even in 2019 and
turn positive in 2020, contributing to improved liquidity along
with a cash injection from the Euro Vital Pharma (EVP) disposal, in
2018. Moody's expects the company to continue make incremental
improvements in its credit metrics as it benefits from moderate
growth in revenue and a higher EBITDA margin following the
restructuring over the past three years.

RATINGS RATIONALE

The Caa1 corporate family rating (CFR) reflects (1) the improvement
in liquidity following the disposal of EVP and the achievement of
cost savings resulting in positive free cash flow (Moody's
adjusted) expected in 2020; (2) the turnaround in its core business
which is resulting in like-for-like growth for the first time in 8
quarters for Q1 2019 as well as an uplift in quality of earnings;
(3) the company's relatively large scale in Europe, strong
production potential and broad product offerings, which are
important differentiating factors in the CDMO industry; (4)
Aenova's modest customer concentration, with its largest customer
generating around 7% and top 10 accounting for around 39% of
revenue; and (5) good long-term growth prospects in the CDMO
industry.

The rating also reflects (1) Apollo 5 GmbH's (Aenova or the
company) high, but improving, Moody's adjusted gross leverage of
around 7.8x for 2018, (9.5x in 2017), and expected further modest
deleveraging in the forecast period; (2) its geographical
concentration in Europe, particularly in Germany; (3) the
challenges arising from the fragmented and competitive nature of
the industry for contract development and manufacturing
organisations (CDMOs), resulting in pricing pressure, and (4) the
refinancing risk for 1st lien terms loan EUR500 million and EUR50
million RCF maturing in September 2020.

LIQUIDITY

Moody's considers Aenova's liquidity profile to be adequate for its
near-term requirements. It is supported by (1) around EUR33 million
cash on balance sheet as of the end of March 2019; (2) EUR32.5
million available under its revolving credit facility, and (3) the
expectation of positive free cash flow within the next 12 months.
Moody's notes the refinancing of 1st lien debt will be necessary
before September 2020 including the RCF.

The RCF is subject to a springing net leverage covenant, which is
only tested if drawn above 35% and unlikely to be breached in the
near future if tested because of permitted EBITDA add-backs.

STRUCTURAL CONSIDERATIONS

Aenova's debt capital structure comprises a EUR50 million
first-lien RCF, a EUR500 million first-lien senior term loan and a
EUR139 million second-lien term loan. Using Moody's Loss Given
Default methodology, the probability of default rating is equal to
the CFR. This is based on a 50% recovery rate, as is typical for
transactions with first- and second-lien debt. The senior term loan
and RCF rank ahead of the second lien, which provides an uplift to
the first-lien ratings at B3, one notch above the CFR. Because of
its subordination in the capital structure, the second lien is
rated Caa2, one notch below the CFR. The shareholder loan has been
treated as equity.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that the company
will continue make incremental improvements in its credit metrics
as it benefits from moderate growth in revenue and a higher EBITDA
margin following the restructuring activities over the past three
years. It also assumes no debt-funded acquisitions or shareholder
distributions.

FACTORS THAT COULD LEAD TO AN UPGRADE

Moody's could upgrade the ratings if (1) the company demonstrates
that the recent return to revenue growth is sustainable; (2) the
company achieves positive free cash flow (Moody's adjusted); (3)
Moody's adjusted gross leveraged reduces to 6.5x or below, and; (4)
if the company successfully refinances its debt facilities in a
timely manner.

FACTORS THAT COULD LEAD TO A DOWNGRADE

Moody's could downgrade the ratings if (1) the performance
improvements reverse;(2) if liquidity deteriorates, or; (3) if the
company fails to refinance its debt facilities in a timely manner.




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I T A L Y
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ARAGORN NPL: DBRS Confirms CCC Rating on Class B Notes
------------------------------------------------------
DBRS Ratings Limited confirms the following ratings of the Class A
and Class B notes issued by Aragorn NPL 2018 Sorel. (the Issuer):

-- Class A at BBB (low) (sf)
-- Class B at CCC (sf)

The notes were backed by a EUR 1.670 billion portfolio by gross
book value (GBV) consisting of unsecured and secured non-performing
loans originated by Credito Valtellinese S.p.A. and Credito
Siciliano S.p.A. (the Originators). The majority of loans in the
portfolio defaulted between 2014 and 2017 and is in various stages
of resolution. The receivables are serviced by Cerved S.p.A. and
Credito Fondiario S.p.A. (Credito Fondiario). Credito Fondiario
also operates as the Master Servicer in the transaction. As of
April 2019, the portfolio's GBV totaled EUR 1.604 billion.

At issuance, approximately 82% of the pool by GBV was secured and
73% of the pool by GBV benefitted from a first-ranking lien. Almost
a year later, as of April 2019, 81% of the portfolio by GBV was
secured and 73% of the portfolio by GBV benefitted from a
first-ranking lien. In its analysis, DBRS assumed that all loans
are worked out through an auction process, which generally has the
longest resolution timeline.

The secured loans in the portfolio are backed by properties
distributed across Italy, with concentrations in the regions of
Lombardy, Sicily, Lazio, and Marche. According to the latest info
provided by the Master Servicer, the portfolio is still
homogeneously distributed across Italy with concentrations in
Lombardy (46% by open market value or OMV), Sicily (21% by OMV) and
Lazio (9% by OMV). The main asset type in the portfolio remains to
be residential (44% by OMV).

Interest on Class B notes, which represent mezzanine debt, may be
repaid prior to the principal of Class A notes unless certain
performance-related triggers are breached. As per the latest
Investor Report from January 2019, the interest on Class B
Subordination Event has occurred and the amount of unpaid interest
on the Class B notes is EUR 2.9 million.

The securitization includes the possibility to implement a ReoCo
structure.

The ratings are based on DBRS's analysis of the projected
recoveries of the underlying collateral, the historical performance
and expertise of the Special Servicers, the availability of
liquidity to fund interest shortfalls and special-purpose vehicle
expenses, the cap agreement and the transaction's legal and
structural features. DBRS's BBB (low) (sf) and CCC (sf) rating
stresses assume haircuts of approximately 17.7% and 0.0%
respectively to the Special Servicers' business plan for the
portfolio

Notes: All figures are in Euros unless otherwise noted.


DECO 2019: DBRS Finalizes BB(low) Rating on Class D Notes
---------------------------------------------------------
DBRS Ratings GmbH finalized the following provisional ratings on
the Commercial Mortgage-Backed Floating-Rate Notes due August 2031
(collectively, the Notes) issued by Deco 2019 - Vivaldi S.R.L. (the
Issuer):

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

All trends remain Stable.

The transaction is a securitization of approximately 95% interest
of two Italian refinancing facilities (e.g., the Palmanova loan and
the Franciacorta loan) each backed by a retail outlet village
managed by Multi-Outlet Management Italy. The borrowers of
Franciacorta are the combination of the property company (PropCo)
and holding company (HoldCo) borrowers: Franciacorta Retail Srl and
Frankie Retail HoldCo Srl. The Palmanova loan's borrower is the
Palmanova PropCo Srl alone. The borrowers are ultimately owned by
the funds of Blackstone LLP (the Sponsor) and are managed by
Kryalos SGR S.P.A. The Valdichiana loan was removed from the
transaction prior to closing.

The aggregate balance of the senior loans at closing has been
brought down to EUR 233.9 million from EUR 360.99 million after the
removal of the Valdichiana loan and downsizing of the loan amounts.
The securitized balance at closing is EUR 222.2 million or 95% of
the total senior loan amounts. The senior loan for Franciacorta is
divided into two tranches, term facilities A and B, which will be
advanced to the relevant PropCo and HoldCo. Each securitized loan
has a two-year term with three one-year extension options, subject
to certain conditions being met.

The sponsor has planned to restructure the borrower structure of
the Franciacorta loan within six months after issuance; however,
the first interest payment will be paid out as usual in August
2019, three months after the expected closing date. Until the
restructuring is completed, the HoldCo will not have sufficient
cash to service its portion of the loan and will not benefit from
the security on the assets. In the unlikely scenario of a loan
defaulting during that time and the start of an insolvency
proceeding under Italian law, the Holdco debt will rank junior to
any unsecured creditors of the relevant PropCos. To mitigate such
risk, the Sponsor will establish irrevocable letters of credit
provided by Wells Fargo and Bank of America N.A. in favor of
Frankie Retail Holdco Srl for a total amount of EUR 5.5 million
commitment, which is expected to cover the HoldCo portion's fully
extended five-year interest payments. The letters of credit will
expire on May 28, 2020, but can be renewed at least three months
prior to its expiration.

The collateral securing the loans comprises two retail outlet
villages located in northern Italy. These retail outlet villages,
together with another three properties in Valdichiana, Mantua, and
Puglia, are marketed under the "Land of Fashion" brand. The
retailers in the outlet villages are predominately mid- or
high-level national and international brands with little presence
of high-end luxury brands. The majority of the retailers are
fashion retailers complemented by accessory, food and beverage and
homeware retailers. In each outlet village, one retailer occupies
one unit, which is generally located on the shopping route within
the outlet village. The build-out of each retail village is very
similar, featuring a two-floor facade decorated with windows and a
variety of bright colors and an open-air "shopping-street", which
provides access to all retail units. There are also facilities,
such as an information point and playground, available on site for
the convenience of the shoppers.

As of February 1, 2019 (the cut-off date), the outlet villages were
well let at 91.8% physical occupancy and generated a total EUR 20.6
million gross rental income, together with another EUR 1.3 million
sundry income. The total rental income amounts to EUR 21.9 million,
translating into a day-one gross debt yield (DY) of 8.8% based on
the EUR 233.9 million senior loans. It should be noted that the
Franciacorta asset recently opened its Phase III (12.5% of the
asset's total lettable area) and, according to the Sponsor, its
occupancy is expected to reach 90%+ by year-end 2019. CBRE has
valued the portfolio at a total EUR 359.9 million on February 28,
2019, bringing the overall loan-to-value (LTV) ratio to 65.0%,
55.0% of which is from the PropCo debts and 10.0% from the HoldCo
debts.

The DBRS net cash flow (NCF) for the entire portfolio is EUR 14.5
million, which represents a 29.9% haircut to the Sponsor's total
gross rent. DBRS applied the capitalization rates ranging from
6.65% to 7.0% to the underwritten NCF and arrived at a DBRS
stressed value of EUR 215.1 million, which represents a 40.2%
haircut to the market value provided by the appraiser.

The loan structure now includes financial default covenants
applicable after the occurrence of a permitted change of control.
LTV default covenants are set at the lower of 15 percentage points
higher than the LTV at the time of a permitted change of control
and 80% while the DY covenants are set at 85% of the DY at a
permitted change of control. Following the reduction of debt
amount, the cash trap default covenants are revised to 75% LTV for
both loans while the DY cash trap covenants are set at 7.6% for the
Franciacorta loan and 9.6% for the Palmanova loan.

There is no amortization scheduled before the permitted change of
control, after which a 1% annual amortization will take effect. The
permitted change of control is defined as a property/platform sale
to a qualified transferee without repaying the loan/transaction
provided that the transferee has a total market capitalization or
asset under management of no less than EUR 5 billion or the
transferee with an advisor with an aggregate commercial real estate
market value of (1) no less than EUR 2 billion in Europe or (2) EUR
5 billion worldwide.

It is expected that to hedge against increases in the interest
payable under the loans resulting from fluctuations in the
three-month Euribor, within ten business days of the Issue Date
each Borrower will enter into hedging arrangements satisfying
different conditions, including: (1) 100% of then-outstanding
principal amount; (2) the hedge counterparty having the requisite
rating to satisfy DBRS's criteria; (3) the term of the hedging is
in line with the maturity date of the loan; and (4) the projected
interest coverage ratio at the strike rate is not less than 200% at
the date on which the relevant hedging transaction is contracted.

The transaction is supported by a EUR 10.5 million liquidity
facility to be provided by Deutsche Bank AG, London Branch
(Deutsche Bank). The liquidity facility can be used to cover
interest shortfalls on the Class A and B notes. At issuance, it is
expected that the liquidity reserve facility will be fully drawn
and deposited into an account under the control of the Issuer.

Class D is subject to an available funds cap where the shortfall is
attributable to an increase in the weighted-average margin of the
notes.

The final legal maturity of the Notes is expected to be in August
2031, seven years after the third one-year maturity extension
option under the loans' agreements. If necessary, DBRS believes
that this provides sufficient time, given the security structure
and jurisdiction of the underlying loan, to enforce on the loan
collateral and repay the bondholders.

To maintain compliance with applicable regulatory requirements,
Deutsche Bank will retain an ongoing material interest of not less
than 5% by selling 95% interest of the securitized senior loans.

Notes: All figures are in Euros unless otherwise noted.




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L A T V I A
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ABLV BANK: Publishes Operative Report for May 2019
--------------------------------------------------
ABLV Bank, AS, in liquidation, has published its operative report
for May 2019 in accordance with the provisions of the Law on Credit
Institutions.  

In May 2019, ABLV Bank recovered assets amounting to EUR54.7
million, while since the approval of the liquidation, there were
assets amounting to EUR599.7 million recovered.

Key financial data as at May 31, 2019:

   -- total assets: EUR2.4 billion
   -- lodged creditors' claims: EUR2.0 billion
   -- capital and reserves: EUR295.7 million
   -- assets recovered by now: EUR599.7 million

The company continues to work in close cooperation with all the
involved parties, including state institutions and officials,
ensuring transparent and open process of liquidation.  The
cooperation also continues with the international team of Ernst &
Young that carries out independent creditors' verifications under
the framework of achieved agreements with the regulator and given
the requirements provided in the methodology on verification of
creditors.

A close cooperation continues also with the Office for Prevention
of Laundering of Proceeds from Criminal Activity (the Control
Service) ensuring it with the requested information about the
creditors and rendering the necessary data for the Service to
fulfil the functions provided by the law regarding the operation of
the Company over the last five years.

Also in May, the verification of the information provided by the
creditors continued, as well as due diligence of asset buyers and
replying to dozens of requests from various state institutions and
officials.

The liquidators shall continue transparent and professional
liquidation process and shall continue the started litigations for
protections of the Company's interests, as well as consultations
with the U.S. attorneys regarding revoking proposal released by the
Financial Crimes Enforcement Network (FinCEN).

ABLV Bank, AS is one of the largest private banks in the Baltic
states, headquartered in Riga, Latvia with representative offices
abroad.




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L U X E M B O U R G
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ACCUDYNE INDUSTRIES: Moody's Withdraws B3 CFR After Precision Deal
------------------------------------------------------------------
Moody's Investors Service withdrew all of its ratings for Accudyne
Industries Borrower S.C.A., including the company's B3 Corporate
Family Rating, B3-PD Probability of Default Rating and B3
first-lien senior secured revolver and term loan ratings.

The following is a summary of Moody's rating actions:

Withdrawals:

Issuer: Accudyne Industries Borrower S.C.A.

  Corporate Family Rating, Withdrawn, previously rated B3

  Probability of Default Rating, Withdrawn, previously rated B3-PD

  Senior Secured Bank Credit Facility, Withdrawn, previously rated
B3 (LGD3)

Outlook Actions:

Issuer: Accudyne Industries Borrower S.C.A.

  Outlook, Changed To Rating Withdrawn From Stable

RATINGS RATIONALE

On May 16, 2019, Ingersoll-Rand plc (NYSE:IR) announced that it had
completed its acquisition of Precision Flow Systems ("PFS"),
including Accudyne, from funds advised by BC Partners Advisors LP
and The Carlyle Group for $1.45 billion. As part of this
transaction, all rated debt at Accudyne has been repaid with
proceeds from the PFS transaction. In addition, Moody's rates the
debt at the remaining business of Accudyne that was not sold to
Ingersoll-Rand plc, that is now Sundyne U.S. Purchaser, Inc.

Accudyne Industries Borrower S.C.A., headquartered in Luxembourg is
a manufacturer of flow control equipment. The company was comprised
of the industrial divisions of Hamilton Sundstrand, which was
acquired in December 2012 from United Technologies Corporation
(UTC) for $3.4 billion. The company was previously privately-held
and owned by BC Partners Limited and The Carlyle Group LP. End
markets served include energy, industrials, petrochemical, water
and waste water, among others. Annual revenues exceeded $650
million.




=============
R O M A N I A
=============

ALBA IULIA: Moody's Withdraws Ba1 Issuer Ratings
------------------------------------------------
Moody's Public Sector Europe has withdrawn the Ba1 issuer ratings
of the municipality of Alba Iulia for its own business reasons.
Prior to withdrawal, the outlook was stable.

The following ratings were withdrawn:

- Long Term Issuer Ratings: Ba1

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




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

PAX MIDCO: Moody's Assigns B1 Corp. Family Rating, Outlook Stable
-----------------------------------------------------------------
Moody's Investors Service assigned a B1 corporate family rating and
B1-PD probability of default rating to Pax Midco Spain, a leading
concession catering company.

Concurrently, Moody's has also assigned a B1 ratings to the new
senior secured credit facility at Financiere Pax S.A.S., including
the EUR850 million senior secured term loan B1, the EUR200 million
USD-denominated term loan B2, the EUR125 million revolving credit
facility, and the EUR150 million acquisition and capex facility.

The outlook on all entities is stable.

Net proceeds from the new term loan, together with new common
equity (including a EUR70 million vendor loan outside of the
restricted group), will be used to fund the acquisition of Areas by
private equity group PAI Partners from Elior Group S.A. (Ba2
negative). Closing of the acquisition is expected during summer
2019, subject to customary antitrust approval.

"The weakly positioned B1 CFR balances, among other things, the
high Moody's-adjusted leverage of 5.8x at closing against a
relatively solid business profile underpinned by good revenue
visibility and high barriers to entry," says Eric Kang, Moody's
lead analyst for Areas.

RATINGS RATIONALE

The weakly positioned B1 CFR is supported by the company's (1)
leading market position in the concession catering industry, being
the third largest operator worldwide with strong presence in key
European countries, and a growing presence in the US; (2)
supportive long-term market trends driven by increasing travel
flows; (3) medium to long-term length of concession contracts which
provides some degree of revenue visibility; (4) high barriers to
entry supported by high capex requirements, brand portfolio, and
operational expertise; and (5) diversification across main
transport hubs i.e. airports, railways, and motorways.

Factors constraining the rating include (1) the high
Moody's-adjusted debt/EBITDA of 5.8x as of fiscal year-end
September 2018 (last IFRS accounts available) and pro-forma for the
contemplated capital structure; (2) the reliance on travel flows
which are prone to temporary swings due to economic cycles or other
exogenous factors; (3) contract renewal risk because of some
revenue concentration with certain landlords and contracts (top 5
landlords and top 10 contracts represent c. 32% and c. 21% of
EBITDA respectively), albeit the company has to date been able to
maintain good renewal rates and offset contract losses with new
contract wins; (4) price pressure on concession fees at contract
renewals reflecting some fiercely fought tenders, though the
company has to date been able to offset the increase in concession
fees through cost efficiencies; and (5) high capex requirements in
the next two years following recent contract wins and renewals.

The rating also incorporates its expectations that underlying
EBITDA growth will be subdued in fiscal 2019 because of the ramp-up
of contracts recently awarded (e.g. airports in the US) and
renovation works on French motorways but completion of major
construction and renovation works throughout fiscal 2019 should
support EBITDA growth in the high single percentage digits in
fiscal 2020, and subsequent deleveraging to 5.7x by fiscal year-end
2020 (including the impact of the significant operating leases
adjustment).

Moody's expects execution risks related to the separation process
from Elior Group to be moderate because Areas was operating as a
quasi-standalone entity. France is the only country where
significant support functions are shared with Elior, although the
proportion has reduced in recent years to prepare for the
carve-out. However, Moody's expects limited carve-out savings
because management fees paid to Elior for the provision of support
functions will be offset by additional costs to replicate these
functions and lower purchasing rebates. The company expects
carve-out costs of EUR15 million after closing of the acquisition.

LIQUIDITY

Areas' liquidity is adequate supported by EUR135 million of cash
and cash equivalent at closing (including EUR11 million of liquid
marketable securities), the new EUR125 million revolving credit
facility (RCF) maturing in 2026, and the new EUR150 million
acquisition and capex facility maturing in 2026. The RCF will be
undrawn at closing but could be used in the coming quarters due to
the high seasonality of the business. As typical for restaurant
companies, the company's cash balances also include working cash
that Moody's estimates at around 2%-3% of revenue i.e. petty cash
at each of points of sales and cash in transit.

Moody's expects Areas to maintain ample headroom under the
springing senior secured net leverage covenant which will be set
with a 40% headroom against the closing leverage, and tested when
the RCF is drawn by more than 40%.

STRUCTURAL CONSIDERATIONS

The term loan and the RCF are rated B1, at the same level as the
CFR, reflecting their pari passu ranking and upstream guarantees
from operating companies.

The TLB and RCF will benefit from first ranking transaction
security over shares, bank accounts and intragroup receivables of
material subsidiaries. Moody's typically views debt with this type
of security package to be akin to unsecured debt. However, the
credit facilities will benefit from upstream guarantees from
operating companies accounting for at least 80% of consolidated
EBITDA.

RATING OUTLOOK

The stable outlook assumes that completion of major construction
and renovation works will support a reduction of the
Moody's-adjusted debt/EBITDA to 5.7x in the next 12-18 months. The
stable outlook does not assume material debt-funded acquisitions,
or distributions to shareholders.

FACTORS THAT COULD LEAD TO AN UPGRADE/DOWNGRADE

An upgrade would require (1) the Moody's-adjusted debt/EBITDA to
reduce below 5.0x on a sustained basis (2) a Moody's-adjusted
retained cash flow/net debt sustainably around 15%, and (3) the
maintenance of a solid liquidity profile.

A downgrade could materialize if (1) the Moody's-adjusted
debt/EBITDA does not reduce from the opening level of 5.8x over the
next few years, or (2) liquidity weakens.

RATING METHODOLOGY

The principal methodology used in these ratings was Restaurant
Industry published in January 2018.
COMPANY PROFILE

Areas, headquartered in Spain, is a leading operator of food and
beverage concessions in travel hubs such as airports, train
stations, and motorway service areas. The company had revenue of
EUR1.8 billion in the fiscal year ended September 2018.




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

DRIVER TURKEY: Moody's Lowers Rating on 2 Tranches to 'Ba2'
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings of two series of
Class A Notes issued by Driver Turkey Master S.A., which is a cash
securitization of loan agreements entered into for the purpose of
financing vehicles to obligors in Turkey by Volkswagen Dogus
Finansman A.S. (not rated).

The rating action reflects the increase in country risk as
reflected by the lowering of Turkey's local currency bond ceiling
to Ba2 from Ba1, following Moody's recent decision to downgrade
Turkey's government bond rating to B1 from Ba3 and maintain the
negative outlook.

LIST OF AFFECTED RATINGS:

Issuer: Driver Turkey Master S.A.

  TRY566.5 million Series 2018-1 Class A Notes, Downgraded to
  Ba2 (sf); previously on Aug 28, 2018 Downgraded to Ba1 (sf)

  TRY250 million Series 2018-2 Class A Notes, Downgraded to
  Ba2 (sf); previously on Aug 28, 2018 Downgraded to Ba1 (sf)

RATINGS RATIONALE

The rating action is prompted by the lowering of Turkey's local
currency bond ceiling to Ba2 from Ba1, which follows the weakening
of Turkey's credit profile, as captured by the downgrade of the
Government of Turkey's long-term issuer rating to B1 from Ba3 on
June 14, 2019.

Turkey's country ceiling, and therefore the maximum rating that
Moody's can assign to a domestic issuer in Turkey under its
methodologies, including structured finance transactions backed by
Turkish receivables, is Ba2 (sf). The increase in country risk is
reflected in Moody's quantitative analysis for senior tranches. The
portfolio credit enhancement represents the required credit
enhancement under the senior tranche for it to achieve the rating
at country ceiling. By lowering the maximum achievable rating for a
given portfolio credit enhancement, the methodology alters the loss
distribution curve and implies increased probability of high loss
scenarios.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
March 2019.

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

Factors or circumstances that could lead to an upgrade of the
ratings include (1) better-than-expected performance of the
underlying collateral, (2) an increase in available credit
enhancement, (3) improvements in the credit quality of the
transaction counterparties and (4) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include (1) an increase in sovereign risk (2) performance
of the underlying collateral that is below expectations, (3)
deterioration in the notes' available credit enhancement and (4)
deterioration in the credit quality of the transaction
counterparties.


EREGLI DEMIR: Moody's Cuts CFR to B1, On Review for Downgrade
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings on 11
non-financial corporates domiciled in Turkey.

These rating actions follow Moody's downgrade, on June 14, of the
Government of Turkey's long-term issuer rating to B1 from Ba3 while
maintaining a negative outlook. Moody's also lowered Turkey's
foreign currency bond ceiling to B1 from Ba2.

Moody's has downgraded the ratings of the following seven Turkish
corporates to B1 with negative outlooks:

  -- Anadolu Efes Biracilik ve Malt Sanayii A.S. (Efes)

  -- Coca-Cola Icecek A.S. (CCI)

  -- Dogan Sirketler Grubu Holding A.S. (Dogan)

  -- Koc Holding A.S. (Koc Holding)

  -- Ordu Yardimlasma Kurumu (OYAK)

  -- Turk Hava Yollari Anonim Ortakligi (Turkish Airlines)

  -- Turkiye Petrol Rafinerileri A.S. (Tupras)

At the same time, Moody's has downgraded the ratings of the
following four Turkish corporates to B1 and placed their ratings on
review for downgrade:

  -- Eregli Demir ve Celik Fabrikalari T.A.S. (Erdemir)

  -- Ronesans Gayrimenkul Yatirim A.S. (Ronesans)

  -- Turkcell Iletisim Hizmetleri A.S. (Turkcell)

  -- Turkiye Sise ve Cam Fabrikalari A.S. (Sisecam)

In addition, the B1 ratings of Petkim Petrokimya Holding A.S.
(Petkim) were placed on review for downgrade.

RATINGS RATIONALE

The rating actions on these corporates is a direct consequence of
the downgrade of the Government of Turkey and the lowering of
Turkey's foreign currency bond ceiling, both to B1. As a result of
this ceiling having been lowered by two notches to B1, corporates
which were previously constrained at the Ba2 ceiling have now been
downgraded by two notches to B1.

Most rated corporates continue to have prudent financial policies,
healthy balance sheets and strong business profiles that include
foreign currency revenues. The credit fundamentals of these
corporates suggest a higher rating level. However, their corporate
ratings are constrained by the foreign currency bond ceiling
because these companies are materially exposed to Turkey's
political, legal, fiscal and regulatory environment. One such
example is the elevated risk of government-imposed measures to
preserve the country's foreign exchange reserves that could prevent
corporates from accessing their foreign currency cash deposits or
servicing their foreign currency debt obligations.

Moody's views the weakening of the credit quality of Turkey-based
financial institutions as a growing risk for the rated corporates.
The baseline credit assessments (BCA) of Moody's-rated Turkish
banks is now between b3 and caa2, from b2-caa1 previously and the
long-term foreign currency deposit ceiling has been lowered to B3
from B2. This is credit negative for the corporates that rely on
short-term funding from or have foreign currency cash deposits with
the local banks because they are exposed to growing counterparty
and refinancing risk. However, based on Moody's assessment,
companies rated B1 with a negative outlook demonstrate some
resilience and independence from the local banking system.

Moody's classifies Turkish Airlines as a government-related issuer
(GRI). GRI assumptions include 'strong' likelihood of extraordinary
government support and 'high' default dependence between the
government and Turkish Airlines. The company's b1 BCA remains
unchanged.

The corporates that have been assigned a negative outlook is to
reflect the negative outlook on the sovereign rating.

The corporates whose ratings have been placed on review for
downgrade face in Moody's view more elevated credit and liquidity
risks as a result of one or more of the following characteristics:
(1) concentration and reliance of foreign currency deposits with
domestic banks; (2) reliance on short-term credit lines; (3) large
upcoming debt maturities; (4) weak free cash flow generation; and
(5) significant currency mismatch between cash flows and debt
servicing obligations.

The review period will focus on the robustness of these corporates'
liquidity and business profiles, including their dependence on the
Turkish banking system and their requirement for continued market
access in order to meet operational and financial needs. Moody's
expects to conclude the review within a maximum timeframe of three
months.

WHAT COULD CHANGE THE RATINGS UP/DOWN

The ratings of corporates that have been assigned a negative
outlook could be upgraded if Turkey's foreign currency bond ceiling
is raised. This would also require no material deterioration in the
companies' operating and financial performance, market positions
and liquidity.

Their ratings are likely to be downgraded in case of a further
downgrade of Turkey's sovereign rating or a lowering of the foreign
currency bond ceiling. In addition, downward rating pressure could
arise if there are signs of a deterioration in liquidity or if
government-imposed measures were to have an adverse impact on
corporate credit quality.

The ratings of CCI and Turkish Airlines incorporate a degree of
support from their respective shareholders. Their ratings could
therefore also be negatively affected by evidence of reduced
shareholder support.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Eregli Demir ve Celik Fabrikalari T.A.S.

  Probability of Default Rating, Downgraded to B1-PD from Ba3-PD;
  Placed on Review for further Downgrade

  Corporate Family Rating, Downgraded to B1 from Ba3; Placed on
  Review for further Downgrade

Issuer: Ronesans Gayrimenkul Yatirim A.S.

  Corporate Family Rating, Downgraded to B1 from Ba3; Placed on
  Review for further Downgrade

  Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from
  Ba3; Placed on Review for further Downgrade

Issuer: Turkiye Petrol Rafinerileri A.S.

  Probability of Default Rating, Downgraded to B1-PD from Ba2-PD

  Corporate Family Rating, Downgraded to B1 from Ba2

  Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from
  Ba2

Issuer: Turkcell Iletisim Hizmetleri A.S.

  Probability of Default Rating, Downgraded to B1-PD from Ba2-PD;
  Placed on Review for further Downgrade

  Corporate Family Rating, Downgraded to B1 from Ba2; Placed on
  Review for further Downgrade

  Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from
  Ba2; Placed on Review for further Downgrade

Issuer: Coca-Cola Icecek A.S.

  Probability of Default Rating, Downgraded to B1-PD from Ba2-PD

  Corporate Family Rating, Downgraded to B1 from Ba2

  Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from
  Ba2

Issuer: Dogan Sirketler Grubu Holding A.S.

  Corporate Family Rating, Downgraded to B1 from Ba3

Issuer: Anadolu Efes Biracilik ve Malt Sanayii A.S.

  Probability of Default Rating, Downgraded to B1-PD from Ba2-PD

  Corporate Family Rating, Downgraded to B1 from Ba2

  Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from
  Ba2

Issuer: Koc Holding A.S.

  Probability of Default Rating, Downgraded to B1-PD from Ba2-PD

  Corporate Family Rating, Downgraded to B1 from Ba2

  Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from
  Ba2

Issuer: Ordu Yardimlasma Kurumu (OYAK)

  Corporate Family Rating, Downgraded to B1 from Ba2

Issuer: Turk Hava Yollari Anonim Ortakligi

  Probability of Default Rating, Downgraded to B1-PD from Ba3-PD

  Corporate Family Rating, Downgraded to B1 from Ba3

Issuer: Turkiye Sise ve Cam Fabrikalari A.S.

  Probability of Default Rating, Downgraded to B1-PD from Ba2-PD;
  Placed on Review for further Downgrade

  Corporate Family Rating, Downgraded to B1 from Ba2; Placed on
  Review for further Downgrade

  Senior Unsecured Regular Bond/Debenture, Downgraded to B1 from
  Ba2; Placed on Review for further Downgrade

On Review for Downgrade:

Issuer: Eregli Demir ve Celik Fabrikalari T.A.S.

  NSR Corporate Family Rating, Placed on Review for Downgrade,
  currently Aa1.tr

Issuer: Petkim Petrokimya Holding A.S.

  Probability of Default Rating, Placed on Review for Downgrade,
  currently B1-PD

  Corporate Family Rating, Placed on Review for Downgrade,
  currently B1

  Senior Unsecured Regular Bond/Debenture, Placed on Review for
  Downgrade, currently B1

Outlook Actions:

Issuer: Eregli Demir ve Celik Fabrikalari T.A.S.

  Outlook, Changed To Rating Under Review From Negative

Issuer: Ronesans Gayrimenkul Yatirim A.S.

  Outlook, Changed To Rating Under Review From Negative

Issuer: Turkiye Petrol Rafinerileri A.S.

  Outlook, Remains Negative

Issuer: Turkcell Iletisim Hizmetleri A.S.

  Outlook, Changed To Rating Under Review From Negative

Issuer: Coca-Cola Icecek A.S.

  Outlook, Remains Negative

Issuer: Dogan Sirketler Grubu Holding A.S.

  Outlook, Remains Negative

Issuer: Anadolu Efes Biracilik ve Malt Sanayii A.S.

  Outlook, Remains Negative

Issuer: Koc Holding A.S.

  Outlook, Remains Negative

Issuer: Ordu Yardimlasma Kurumu (OYAK)

  Outlook, Remains Negative

Issuer: Petkim Petrokimya Holding A.S.

  Outlook, Changed To Rating Under Review From Negative

Issuer: Turk Hava Yollari Anonim Ortakligi

  Outlook, Remains Negative

Issuer: Turkiye Sise ve Cam Fabrikalari A.S.

  Outlook, Changed To Rating Under Review From Negative

PRINCIPAL METHODOLOGIES

The principal methodology used in rating Eregli Demir ve Celik
Fabrikalari T.A.S. was Steel Industry published in September 2017.
The principal methodology used in rating Ronesans Gayrimenkul
Yatirim A.S. was REITs and Other Commercial Real Estate Firms
published in September 2018. The principal methodology used in
rating Turkiye Petrol Rafinerileri A.S. was Refining and Marketing
Industry published in November 2016. The principal methodology used
in rating Turkcell Iletisim Hizmetleri A.S. was Telecommunications
Service Providers published in January 2017. The principal
methodology used in rating Coca-Cola Icecek A.S. was Global Soft
Beverage Industry published in January 2017. The principal
methodology used in rating Dogan Sirketler Grubu Holding A.S., Koc
Holding A.S. and Ordu Yardimlasma Kurumu (OYAK) was Investment
Holding Companies and Conglomerates published in July 2018. The
principal methodology used in rating Anadolu Efes Biracilik ve Malt
Sanayii A.S. was Global Alcoholic Beverage Industry published in
March 2017. The principal methodology used in rating Petkim
Petrokimya Holding A.S. was Chemical Industry published in March
2019. The principal methodology used in rating Turkiye Sise ve Cam
Fabrikalari A.S. was Global Manufacturing Companies published in
June 2017. The principal methodologies used in rating Turk Hava
Yollari Anonim Ortakligi were Passenger Airline Industry published
in April 2018 and Government-Related Issuers published in June
2018.


MERSIN ULUSLARARASI: Fitch Affirms BB+ Rating on $450MM Unsec. Debt
-------------------------------------------------------------------
Fitch Ratings has affirmed Mersin Uluslararasi Liman Isletmeciligi
A.S.'s (MIP, or Mersin) USD450 million senior unsecured debt rating
at 'BB+' with a Negative Outlook.

The Negative Outlook reflects both the Negative Outlook on the
Turkish sovereign rating and the significant reduction in Mersin's
cash balances ahead of the maturity of the existing indebtedness in
August 2020. In October 2018, MIP up-streamed USD270 million to its
shareholders via a seven-year interest-free loan.

KEY RATING DRIVERS

MIP's competitive market position in its catchment area and the
strong connectivity to the hinterland mitigate the volatility of
its domestic and export market, in Fitch's view. MIP's unsecured
bond and liquidity facilities mature in 2020. Fitch believes the
current volatile market conditions and the refinancing risk of the
bond are mitigated by projected gross debt to EBITDA at around 2.1x
in 2019 under the Fitch rating case (FRC). MIP's weak, single
bullet debt structure weighs on the rating, which is also capped by
Turkey's Country Ceiling at 'BB+'.

Exposure to Volatile Markets - Revenue Risk (Volume): Midrange
MIP is the largest export-import port in Turkey, as well as a major
player in terms of containerised throughput. The goods mix is
diversified yet volatile and balanced between imports and exports.
The port benefits from a strong and well-connected hinterland. The
regional market share reduced to 80% in 2016 from 89% in 2014. In
2018 this trend continued, albeit at a slower pace, with the market
share at around 76%, as volume benefited from the completion in
late 2016 of deepening and expansion works to accept larger ships.


Fitch expects the market share to further reduce in 2019, and to
stabilise thereafter.

Unregulated US Dollar Tariffs - Revenue Risk (Price): Midrange

MIP's concession gives almost full pricing flexibility. The
concession prescribes only against 'excessive and discriminatory
pricing', for which there is no history of enforcement. The typical
contract length with MIP's customers is short at an average two
years and includes volume-related incentives. The depreciation of
the local currency prevents large tariff hikes, as it mechanically
increases the cost of US dollar-denominated tariffs for 51% of
revenues paid in local currency (60% in 2017). The majority of
operational expenses are lira-denominated. The FRC assumes modest
US dollar-denominated tariff increases after 2022.

Extensive Investment Plan - Infrastructure Development and Renewal:
Midrange

There are no regulatory requirements to increase capacity at the
port, which is currently at 2.6m TEUs. A further expansion to 3.6
million TEUs by 2024 is currently planned. However, volume growth,
permits approval process and political and economic context could
influence the timing of further expansion. Fitch has not included
material additional volume growth from this investment in the
rating case.

Refinance Risk, Unsecured Debt - Debt Structure: Weaker
Mersin's USD450 million bullet bond and the undrawn USD50 million
liquidity facilities are exposed to refinance risk with maturity in
2020. No material covenants protect debt holders apart from
defining a lock-up and additional indebtedness covenant as net
debt/EBITDA higher than 3.0x from 2017 until maturity (3.5x prior
to 2017). The senior debt is unsecured and does not benefit from a
security package.

Financial Profile

Under the FRC, projected gross debt to EBITDA averages around 2.2x
in the next five years. The FRC assumes an increase of up to USD50
million in debt when the refinancing occurs in 2020. The annuity
debt service coverage ratio (DSCR) assuming a 23-year synthetic
amortisation suggests sufficient cash flow generation in the
concession to fully repay the outstanding debt. The average annuity
DSCR is 2.5x in the FRC.

The presence of a sponsor group with local and international
banking relationships is likely to support the company if
refinancing is hampered by temporary disruption to the capital
markets. The further protection of a large cash balance has been
eroded by the upstream shareholder loan agreed in 2018.

PEER GROUP

Mersin's main peers are Global Liman Isletmeleri A.S. (GLI;
BB-/Stable) and Global Ports Investments PLC (GPI; BB/Stable).
GLI's structural exposure to volatile tourism and higher adjusted
leverage averaging at around 3.3x constrain its rating at a lower
level than Mersin's. GPI is slightly smaller than Mersin in terms
of TEUs but similar to Mersin, plays a dominant role in its home
market. Its less balanced cargo imports and export mix, and its
current higher leverage than Mersin supports its lower rating.

RATING SENSITIVITIES

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

  - Gross debt/EBITDA above 3.0x in 2019-2020, driven by lower
revenue growth or a further significant loss of market share to
MIP's competitors;

  - Negative rating action on Turkey's IDR leading to a revision of
the Country Ceiling, which will continue to cap MIP's rating;

  - Failure to refinance its single bullet maturity six months in
advance of its maturity.

Positive rating action is unlikely as Turkey's Country Ceiling is
'BB+'.

CREDIT UPDATE

Performance Update

Continuing the trend that started in 2017, MIP grew strongly in
container volumes in 2018, and slightly outperformed Fitch's base
case. However, the higher volumes materialised mainly in low yield
business segments, with a higher proportion of laden exports and
empty import volumes, and actual revenues and EBITDA to December
2018 were broadly aligned with expectations.

1Q19 showed strong container volume performance with 20% growth,
mainly driven by a growing share of exports and transit volumes to
neighbouring countries. However, there is no clear evidence that
this upward trend is structural.

The cash balance has largely dropped yoy due to the cash upstream
to the shareholders according to the upstream loan facility
agreement signed with MIP's shareholders on October 25, 2018. MIP
has lent USD 270 million loan in total to shareholders pro rata of
their shares, interest free and with seven years maturity. Fitch
views this large cash upstream ahead of the maturity of its bond
maturity in August 2020 as credit negative for Mersin.

Fitch Cases

The FRC assumes some volume growth in 2019 supported by the strong
1Q performance, despite Fitch's expectation of negative GDP growth
for Turkey over the same period. However, its conservativism
compared with MIP's budget reflects its expectation of a further
compression of the market share over the projected period. Fitch
forecasts EBITDA to grow at a CAGR of just below 2.0% from 2018
until 2023, despite modest increases in US dollar-denominated
tariffs assumed under FRC.

Fitch forecasts total capex of USD393 million over the next six
years including both maintenance and expansionary capex. East Med
Hub (EMH) II, which will increase capacity up to 3.6 million TEUs
by 2024, is currently planned in 2020-2022, but Fitch did not
include material additional volume growth from this investment. Its
forecast includes a slight increase in the size of the bond of up
to USD500 million in 2020 at refinancing and Fitch assumes a
stressed interest rate under both the FRC and the Fitch base case.
Projected FRC gross debt to EBITDA stands at around 2.1x in 2019,
and averages 2.2x over the next five years. The average annuity
DSCR is 2.5x in the FRC.

Asset Description

Located in the Cukurova region on Turkey's eastern Mediterranean
coast, MIP is Turkey's largest port by import/export container
throughput and a major player in terms of container throughput. It
has a deep water harbour with 21 berths and is equipped to handle a
range of dry bulk, liquid bulk, containers and roll on-roll off
cargos.


MERSIN ULUSLARARASI: Moody's Lowers CFR to B1, Outlook Negative
---------------------------------------------------------------
Moody's Investors Service downgraded to B1 from Ba2 the corporate
family rating of Turkey's largest container port Mersin
Uluslararasi Liman Isletmeciligi A.S. Concurrently, Moody's has
downgraded MIP's senior unsecured rating to B1 from Ba2 and its
probability of default rating to B1-PD from Ba2-PD. The outlook
remains negative.

This rating action follows Moody's downgrade, on June 14, of the
Government of Turkey's bond rating to B1 from Ba3 with negative
outlook and the Turkish foreign currency bond ceiling to B1 from
Ba2.

RATINGS RATIONALE

As a Turkish domiciled company with most of its assets located in
Turkey, MIP's debt ratings would not be expected to be rated higher
than the Turkish foreign currency bond ceiling. Consequently, the
rating action reflects the constraints placed on MIP's ratings by
the sovereign rating and Turkish foreign currency bond ceiling,
given the multiple channels of exposure and contagion that exist
between the sovereign and local corporate issuers. The continuous
weakening of Turkey's institutional strength and the increased
financial stress in the country could negatively affect MIP's
operational and financial performance.

MIP operates under a long-term concession granted by the state, and
all its assets and the services the company provides as a port
operator are within Turkish jurisdiction. Whilst the port benefits
from diversification of revenues, with a balanced exposure to
imports and exports through its container and cargo divisions, MIP
is exposed to the evolving regulatory and legal environment in
Turkey.

In 2018, MIP's cash flow generation was strong, with reported
EBITDA of USD208 million in 2018. While the company's investments
may step up over time as the company seeks to expand the port
capacity, Moody's expects MIP's financial profile to remain solid
in 2019, absent shocks that could adversely impact the port's
throughput.

MIP does not rely on the domestic bank and capital markets at
present, with the majority of cash held in offshore bank accounts
in USD. As of end-December 2018, the company's cash on balance
sheet amounted to some USD93.4 million, of which only USD1.4
million was held in Turkish placements. This reflects MIP's policy
to hold a limited amount of cash within the local banking system to
cover day-to-day costs of operations and to convert revenues
received in Turkish lira into USD on a regular basis. Moody's notes
that, in addition, MIP holds a USD270 million receivable against
its shareholders.

Notwithstanding a strong operational performance, MIP's expected
cash flow generation combined with available foreign currency
deposits will not be sufficient to fully cover its USD450 million
bond, which is due in August 2020. While this exposes MIP to a
refinancing risk in more volatile financial markets, Moody's has
positively factored in the company's strong free cash flow
generation combined with the presence of a strong shareholder --
PSA International Pte Ltd (Aa1 stable), which owns 51% of the
company's shares and has provided operational support to MIP under
its ownership, as partially mitigating factors.

Overall, the B1 CFR reflects (1) risks associated with the
sovereign, given that most of MIP's assets are located in Turkey;
(2) the port of Mersin's very strong competitive position serving
an extensive hinterland in Turkey; (3) the port's importance for
facilitating trade between Turkey and its international partners;
(4) strong profitability and track record of cash flows resilient
to throughput variations; (5) a solid financial profile, with funds
from operations (FFO)/debt of 36% as of end-December 2018; and (6)
the presence of a strong shareholder - PSA International Pte Ltd.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook is in line with the negative outlook on
Turkey's government bond rating and the country's foreign currency
bond ceiling.

WHAT COULD CHANGE THE RATING -- UP/ DOWN

An upgrade is unlikely, given the current negative outlook.

The outlook could be stabilized if (1) the outlook on the Turkish
sovereign rating and foreign currency bond ceiling were stabilized;
and (2) the liquidity risk was alleviated, such that there were no
concerns about MIP's ability to refinance or pay down debt in a
timely fashion.

The rating could be downgraded if (1) the Turkish sovereign rating
was downgraded; (2) in the event that PSA International decided to
reduce its ownership interest in MIP; (3) if it was apparent that
MIP's concession agreement is at risk of being terminated for
whatever reason; or (4) if it was apparent that the company's
ability to refinance debt may be significantly challenged.


TURKIYE GARANTI: Fitch Affirms BB- LongTerm Foreign Currency IDR
----------------------------------------------------------------
Fitch Ratings has affirmed the support-driven Long-Term
Foreign-Currency Issuer Default Ratings of Turkiye Garanti Bankasi
and Yapi ve Kredi Bankasi at 'BB-', and the IDRs of Turkiye Is
Bankasi, Akbank T.A.S., T.C. Ziraat Bankasi, Turkiye Halk Bankasi
A.S. and Turkiye Vakiflar Bankasi at 'B+'. The Outlooks on all
Long-Term IDRs are Negative.

The support-driven LTFC IDRs of the bank subsidiaries Akbank AG and
Ziraat Katilim Bankasi, which are equalised with those of their
respective parents, Akbank and Ziraat, have also been affirmed.

At the same time, with the exception of Halk, the banks' Viability
Ratings have been affirmed at 'b+'. Halk's VR has been downgraded
to 'b' from 'b+', reflecting heightened pressures on performance
and only modest capital buffers given a challenging operating
environment and asset quality pressures.

KEY RATING DRIVERS

IDRs, SUPPORT RATINGS, SENIOR DEBT RATINGS AND NATIONAL RATINGS OF
GARANTI AND YKB

The IDRs, Support Ratings (SRs), senior debt ratings and National
Ratings of Garanti and YKB are driven by potential support from
their shareholders, BBVA (A-/Negative) and Unicredit
(BBB/Negative), respectively. This reflects Fitch's view that BBVA
and Unicredit would have a high propensity to provide support to
their respective subsidiaries given the banks' strategic
importance, ownership, integration and roles within their
respective groups. BBVA has a minority stake of 49.9% in Garanti
but controls the bank's board, while Unicredit has a 41% stake in
YKB and equal representation on the board. Garanti is consolidated
into BBVA's accounts. The Negative Outlooks on the IDRs of Garanti
and YKB reflect those on the Turkish sovereign.

The LTFC and Long-Term Local Currency (LTLC) IDRs of both Garanti
and YKB are one notch below Turkey's corresponding sovereign IDRs
of 'BB' and 'BB+', respectively, reflecting its view that, in case
of a marked deterioration in Turkey's external finances, the
likelihood of intervention in the banking sector by the authorities
would be moderately higher than that of a sovereign default.

Fitch continues to view the risk of capital controls being imposed
in Turkey as quite remote given Turkey's high dependence on foreign
capital - a large share of which is sourced through the banking
sector - and the authorities' ensuing strong incentive to retain
market access. Nevertheless, if external finances were to come
under significant pressure, some form of intervention in the
banking system that might impede the banks' ability to service
their obligations would become more likely, in Fitch's view.

VRs OF ALL BANKS, LTFC IDRs OF ZIRAAT, VAKIFBANK, AKBANK AND ISBANK


The VRs of all seven banks reflect the concentration of their
operations in the high-risk Turkish operating environment, which
deteriorated significantly in 2018, as evidenced by the lira
depreciation (down 28% in 2018 and 9% YtD in 2019) and volatility,
a high local-currency interest rate environment (which heightens
pressure on margins, asset quality, capitalisation and liquidity)
and a weak growth outlook (2019: GDP of -1.1% forecast). Market
conditions in 2019 have remained a challenge, exacerbated by
ongoing market volatility and political and geopolitical
uncertainty.

The VRs also reflect the banks' solid market shares (end-2018:
ranging from 9% to 14% of sector assets, solo basis) and franchises
in a competitive Turkish market. Together they accounted for about
70% of banking sector assets at end-1Q19. The banks operate as
universal commercial banks servicing all customer segments,
including retail, SME, commercial and corporate customers.

Asset-quality risks for the banks are significant and have
increased due to the weaker growth outlook, the high Turkish lira
interest rate environment and local-currency depreciation (given
the impact of depreciation on borrowers' ability to service their
FC debt given they are not always fully hedged). FC lending ranged
from a material 33% (Ziraat and Halk) to a high 50% (Isbank) of the
banks' respective gross loans at end-1Q19, notwithstanding
significant FC deleveraging efforts by the privately-owned banks
since end-1H18.

All seven banks also have exposure, to varying degrees, to the SME
segment, which is highly sensitive to the weakening growth outlook.
Halk has the highest exposure (41% of loans), reflecting its SME
policy role, although asset quality in its subsidised SME portfolio
has historically outperformed that in non-subsidised SME lending.
The banks also all benefit to varying degrees from Treasury-backed
guarantees against SME loans issued under the Credit Guarantee
Fund.

Exposures to the troubled construction/real estate and energy
sectors are additional significant sources of risk at the banks.
Both sectors have come under pressure from the weak growth outlook,
market illiquidity (real estate), lira depreciation (as loans are
frequently in FC but revenue in lira) and weak energy prices
(energy lending). Credit risks are further exacerbated by
single-name risk, particularly in the case of lumpy project finance
exposures.

Project finance accounts for a material share of all banks' total
FC exposure and mainly comprises long-term, FC-denominated, energy
and infrastructure loans, collateralised by projects and frequently
also backed by sponsor guarantees. The presence of state debt
assumption and revenue guarantees, and of feed-in tariffs set in US
dollars in the case of most renewable energy projects, partly
mitigates the credit risk. Exposures are also largely slowly
amortising, meaning asset quality problems are likely to
materialise gradually.

The private banks (Isbank, Akbank, YKB and Garanti) reduced their
loan books in 2018 (down between 2% and 11% on an FX-adjusted
basis), mainly due to FC loan deleveraging, as they took a cautious
approach to growth due to exchange rate volatility and low demand.
Ziraat, Halk and Vakifbank grew above sector average, however, with
growth continuing at a rapid pace in 1Q19 in the run-up to local
elections.

The state banks segment was the main driver of banking sector loan
growth in 1Q19 and Ziraat, Halk and Vakifbank reported FX-adjusted
loan growth of 6%, 6% and 8%, respectively, in 1Q19 compared with
average private bank peer growth of 1%. Loan growth slowed at the
state banks in 2Q19, but Fitch believes it could still fluctuate
depending on the government's economic agenda and stimulus packages
intermediated by the state banks.

Non-performing loans ratios at all seven banks deteriorated in
2018, reflecting a sharp rise in NPLs in absolute terms in 2H18
following the heightened currency and interest rate volatility,
albeit their share relative to gross loans remains fairly low. NPLs
at YKB, Garanti, Akbank and Isbank have been somewhat inflated by
slower loan growth; average NPL ratios among these privately-owned
banks amounted to 4.9% at end-1Q19, up from 4.5% at end-2018.
Average NPL ratios at the three state banks have remained broadly
flat (end-1Q19: 3.4%) but should be considered in light of recent
rapid loan growth. NPL origination and generation ratios have
picked up across the banks and been higher at private banks, but
again affected by slower loan growth.

Fitch expects SME NPLs to increase further across the banks, as for
the sector, given the sensitivity of this segment to the weak
economic climate. In addition, unsecured consumer loans remain
sensitive to rising unemployment, although asset quality ratios
have largely held up to date, particularly where the exposures are
to payroll (salary-assigned) customers or pensioners (notably at
the state banks), which mitigates the risks. Asset quality ratios
in mortgage lending are underpinned by typically fairly low
loan-to-value ratios, which offer a cushion against the market
downturn.

New large corporate NPLs are possible at all of the banks given the
high level of FX exposure and leverage among Turkish corporates.
Single-name risk in this segment could also heighten volatility in
banks' asset quality ratios. Risks relating to energy and
construction sector lending also remain high but could diminish
depending on support packages announced by the authorities,
although details are limited at this stage.

Stage 2 loans increased at all seven banks in 1Q19, with the
exception of Garanti BBVA, suggesting the potential for NPL growth.
Reported stage 2 exposures were lower at the three state banks than
at the four private banks (end-1Q19: respective averages of 7% and
14% of gross loans) and ranged from a moderate 5% (Ziraat) to a
high 14% (YKB). However, Fitch does not believe Stage 2 loan
classifications and resultant ratios can be compared across the
banks due to different interpretations of IFRS9, risk appetite
thresholds (which result in varying bank assessments of
'significant increases in credit risk') and the loan restructuring
framework in Turkey.

Profitability remains generally reasonable across the banks but has
come under pressure. Garanti, Akbank, and YKB still reported
above-sector-average operating profit/risk-weighted assets (RWA)
ratios in 1Q19 (2%-2.5% versus the sector average of 1.8%)
underpinned by still reasonable net interest margins, good cost
control and manageable, but high, loan impairment charges. However,
Halk's operating profit/RWA fell to 0.1% in 1Q19, reflecting
significantly squeezed margins - due to a higher share of costly
lira deposit funding - increased impairments and lower CPI-linked
securities income. Fitch estimates Halk would have been close to
loss-making were it not for one-off income items.

Net interest margins (NIM) remains sensitive to the banks'
liabilities - which comprise largely contractually short-term
deposits - repricing more quickly than the banks' assets. However,
banks are endeavouring to reprice loans while pressure on core
spreads at all of the banks was partly mitigated by gains on
CPI-linkers in 2018 - albeit the latter have slowed in 1Q19. Halk's
ability to reprice loans is partly constrained due to subsidised
SME loans (equal to 15% of gross loans) repricing less frequently.
The three state banks have seen a more marked tightening in their
margins due to their higher share of lira deposit funding. Swap
costs can also weigh on banks' margins to varying degrees.

Fitch expects profitability across the banks to weaken in 2019,
driven by a combination of weaker GDP growth, higher funding costs,
lower CPI-linked gains and higher impairment charges. As a result,
internal capital generation is set to fall. Profitability could
deteriorate significantly in case of a marked weakening of asset
quality.

The banks' capital ratios have also come under pressure from the
lira depreciation (which inflates FC RWAs) and high lira interest
rates (due to negative revaluations of bond portfolios through
equity). Potential asset-quality deterioration also represents a
risk to capital positions in light of the banks' portfolios of
largely unreserved Stage 2 loans, high FC lending and exposure to
troubled sectors and segments. However, loan restructuring could
delay the recognition of problem loans by banks, in its view.

Pre-impairment operating profit provides a solid buffer at most of
the banks to absorb losses through income statements, while most
also hold free provisions. The private banks have generally been
active in optimising RWAs to manage their capital positions,
notably through FC deleveraging.

The banks' Fitch Core Capital (FCC)/RWA ratios ranged from a fairly
tight 9.6% at Halk to an acceptable 14% at Akbank at end-1Q19.
Fitch views the FCC ratios of Halk and Vakifbank (10.3%) as low for
their risk profiles, given their records of above-average growth,
high share of FC lending, asset quality pressures and constrained
internal capital generation (in particular at Halk).

The FCC ratios of Isbank (11.9%), YKB (11.6%) and Ziraat (11.6%)
are moderately stronger while those of Garanti (13.8%) and Akbank
(14.2%) are the highest among the peer group. Nevertheless, risks
to capital positions remain high given operating environment
pressures. All banks' total regulatory capital ratios are higher
than FCC and largely reflect subordinated debt issuance (except
Ziraat), mostly in FC, which provides a partial hedge against
currency deterioration. At end-1Q19 total capital ratios ranged
from a moderate 12.5% (Halk) to a comfortable 16.2% (Akbank).

The tier 1 and total capital ratios of Ziraat, Halk and Vakifbank
are estimated to have increased since end-1Q19 due to additional
tier 1 capital injections by the Turkish authorities in April 2019;
Fitch estimates an uplift to capital ratios of about 160bp-180bp in
all cases. Fitch believes the authorities wanted to replenish
capital eroded by the banks' fairly rapid lending in 1Q19 to enable
the banks to continue loan growth to support the Turkish economy.
As the AT1 issuance was in euros it also provides a partial hedge
against lira depreciation.

Akbank and YKB also raised capital in 1Q19 in the form of a rights
issue and AT1 issue respectively, thereby boosting capitalisation
following the heightened market volatility of 2H18.

The seven banks are largely deposit-funded and have leading deposit
franchises. Together they controlled 75% of sector customer
deposits at end-1Q19. The share of FC deposits at the banks has
increased, as for the sector, reflecting weak confidence in the
lira due to high inflation, local currency weakness and political
uncertainty. Akbank reported the highest share (65%) of FC deposits
at end-1Q19 (sector average: 54%; unconsolidated basis), while the
state banks generally reported lower shares (Vakifbank was the
lowest at 45%).

In addition, the banks rely on wholesale funding - which is largely
denominated in FC - as a source of longer-term funding. This is
evidenced in their generally high loans/deposits ratios ranging
from 100% (Akbank) to 137% (Vakif) at end-1Q19 versus the sector
average of 119% on an unconsolidated basis. Refinancing risks at
the seven banks are heightened by their generally significant
short-term maturing FC wholesale liabilities and exposure to
investor sentiment amid volatile market conditions. The banks have
continued to access external funding in 2019 to varying degrees,
but at an increased cost and frequently with lower rollover amounts
(largely due to weaker budgeted FC loan growth and sufficient FC
liquidity).

Fitch estimates the banking sector would need to service about
USD40 billion-USD45 billion (at end-1Q19) of market funding over a
12-month time horizon in case of a market shutdown. This compares
with sector FX liquidity - comprising mainly FX swaps, cash and
interbank placements and FC reserves held under the reserve option
mechanism at the central bank - of about USD85 billion-USD90
billion. This indicates comfortable coverage of short-term maturing
wholesale FC liabilities.

Similarly, Fitch calculates FX liquidity at the seven banks to be
sufficient to cover their maturing FC wholesale liabilities - which
comprise the lion's share of total banking sector external
financing. Halk has the lowest FC wholesale funding exposure due to
its recently more restricted market access. Refinancing risks are
less pronounced at YKB given potential liquidity support from its
shareholder. Liquidity support for Garanti from its parent is also
possible, although the bank operates a self-funding model. However,
potential outflows of FC deposits could represent additional calls
on banks' FC liquidity in a stress scenario and this risk is
heightened by increased market volatility and dollarisation, in its
view.

The Negative Outlooks on the IDRs of Akbank and Isbank reflect the
potential for further deterioration in the operating environment,
which could place greater pressure on their financial metrics.

LT IDRS OF HALK; LTLC IDRS AND SUPPORT RATINGS FLOORS (SRFs) OF THE
STATE-OWNED BANKS AND AKBANK AND ISBANK

The 'B+' SRFs of the state-owned commercial banks (Ziraat, Halk,
Vakifbank) reflect Fitch's view of a high government propensity to
support the banks, in case of need, based on their majority state
ownership, systemic importance, policy roles (Ziraat and Halk),
significant state-related funding and a record of support. The
authorities have shown a strong commitment to support the state
banks as evidenced by capital increases in September 2018 (about
TRY11billion injected through state entities) and April-2019
(EUR3.7 billion of AT1 capital bought by the Turkish wealth fund).


Following the downgrade of Halk's VR to 'b', the SRF now drives the
bank's LTFC IDR. All three banks' SRFs are two notches below the
sovereign LTFC IDR, reflecting high risks to the ability of the
sovereign to provide support in FC given its limited and more
volatile level of net central bank reserves. Fitch calculates that
central bank FX reserves net of banks' placements, reserve
requirements and swap transactions is modest and fell to about
USD20 billion at end-1Q19 (end-2018: USD27 billion) and that they
have continued to fall in 2Q19. However, the sovereign's net FX
reserves should be considered in light of Turkey's limited
sovereign external debt requirements, while the government has also
been able to raise FC debt since end-1H18. The sovereign's ongoing
ability to tap external markets, if maintained, could support
Turkey's ability to provide FC to the banks in case of need.

The 'B' SRFs of Akbank and Isbank, three notches below the
sovereign LTFC IDR (at the level of the domestic systemically
important bank (D-SIB) SRF for Turkish banks), reflect the banks'
systemic importance but also the Turkish authorities' limited
ability to provide support in FC in case of need, in light of
Turkey's low net FC reserves.

The sovereign's greater ability to provide support in local
currency drives the higher LTLC IDRs of Ziraat, Halk, Vakifbank,
Akbank and Isbank. The LTLC IDRs of these banks are below the
sovereign's LTLC IDR, reflecting its view of a higher risk of
government intervention in the banks than of a sovereign default,
in the event of a stress in Turkey's external finances.

The Negative Outlooks on the IDRs of Ziraat, Halk and Vakifbank
mirror those on the sovereign ratings. In the case of Ziraat and
Vakifbank, whose VRs are at the level of their SRFs, it also
reflects the potential for their VRs to be downgraded in case of
further deterioration in the operating environment or increases in
risk appetite that place greater-than-expected pressure on
financial metrics.

NATIONAL RATINGS

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

SUBORDINATED DEBT

The subordinated notes ratings of YKB and Garanti continue to be
notched down once from their support-driven IDRs, while the
subordinated notes ratings of Isbank, Akbank and Vakifbank are one
notch below their VRs. The notching in each case includes one notch
for loss severity and zero notches for non-performance risk
(relative to the anchor ratings).

SUBSIDIARY RATINGS (AKBANK AG AND ZIRAAT KATILIM)

Subsidiary ratings are equalised with those of their parents,
reflecting their strategic importance to, and integration with,
their respective groups.

Akbank AG's Deposit Ratings are in line with the bank's LTFC IDR.
In Fitch's opinion, debt buffers do not afford any obvious
incremental probability of default benefit over and above the
support benefit factored into the bank's IDRs.

RATING SENSITIVITIES

IDRS, SRS, NATIONAL RATINGS AND SENIOR DEBT OF GARANTI AND YKB

The LT IDRs and senior debt ratings of Garanti BBVA and YKB could
be downgraded if the Turkish sovereign is downgraded, or if Fitch
believes the risk of government intervention in the banking sector
has increased materially. These ratings and the National ratings
could also be downgraded if there is a sharp reduction in the
ability or propensity of parent banks to provide support.

VRs OF ALL BANKS, AND IDRS, SENIOR DEBT RATINGS AND NATIONAL
RATINGS OF AKBANK AND ISBANK

All banks' VRs could be downgraded on a marked deterioration in the
operating environment, as reflected, in particular, in further
negative developments to the lira exchange rate, interest rates,
geopolitical tensions, economic growth prospects and external
funding market access.

In addition, bank-specific deterioration of asset quality, marked
erosion of capital ratios, a weakening of banks' FC liquidity
positions - if not offset by shareholder support - or deposit
instability that leads to pressure on banks' liquidity and funding
profiles could result in VR downgrades.

The 'b+' VRs of Ziraat and Vakifbank, and 'b' VR of Halk, could be
downgraded in case of a marked increase in risk appetite, as
evidenced by rapid loan growth or strategic decisions that result
in heightened pressure on the banks' asset quality and
capitalisation. In the case of Ziraat and Vakifbank, VR downgrades
would only result in negative action on LTFC IDRs if at the same
time Fitch believes the ability or propensity of the Turkish
authorities to provide support - as reflected in the banks' 'B+'
SRFs - has also weakened.

Halk's LTFC IDR at the current level is driven by state support and
the Negative Outlook mirrors that on the sovereign. Halk's VR may
be downgraded or put on RWN on an escalation of the US
investigations into the bank or if the bank becomes subject to a
fine or other punitive measures that materially weaken solvency or
negatively affect its standalone credit profile.

The Outlooks for Isbank, Akbank, Ziraat, and Vakifbank could be
revised to Stable if economic conditions stabilise, thereby
supporting Fitch's expectation that financial metrics will remain
reasonable at those banks.

LTLC IDRs, SRS, SRFS, SENIOR DEBT RATINGS AND NATIONAL RATINGS OF
STATE-OWNED COMMERCIAL BANKS, AKBANK AND ISBANK

The SRs and SRFs of Ziraat, Halk, Vakifbank, Akbank and Isbank
could be downgraded and revised downwards if Fitch concludes that a
stress in Turkey's external finances is sufficient to materially
reduce the reliability of support for these banks in FC from the
Turkish authorities.

The banks' Support Ratings could also be downgraded if the Turkish
sovereign is downgraded or if Fitch believes the sovereign's
propensity to support the banks has reduced (not Fitch's base
case).

Downward revision of the SRFs of Ziraat and Vakifbank will only
result in downgrades of their LTFC IDRs and FC senior debt ratings
if their VRs are also downgraded.

The introduction of bank resolution legislation in Turkey aimed at
limiting sovereign support for failed banks could negatively affect
Fitch's view of support, but Fitch does not expect this in the
short term.

SUBORDINATED DEBT RATINGS

Subordinated debt ratings are primarily sensitive to changes in
anchor ratings, namely the VRs of Isbank, Akbank, and Vakifbank,
and the Long-Term IDRs of YKB and Garanti

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

SUBSIDIARY AND AFFILIATED COMPANIES

The ratings of Akbank AG and Ziraat Katilim are sensitive to
changes in the Long-Term IDRs of their parents.

ENVIRONMENT, SOCIAL AND GOVERNANCE SCORES

Ziraat, Halk and Vakifbank have a governance structure relevance
score of '4' in contrast to a typical relevance influence score of
'3' for comparable banks, reflecting potential government influence
over the board's strategy and effectiveness in the challenging
Turkish operating environment. Fitch will closely monitor the
corporate governance structure.

Data Adjustment

An adjustment has been made in Fitch's financial spreadsheets for
Akbank, Isbank, and Garanti that has impacted Fitch's core and
complimentary metrics. Fitch has taken a loan classified as a
financial asset measured at fair value through profit and loss in
the banks' financial statements and reclassified it under gross
loans as Fitch believes this is the most appropriate line in Fitch
spreadsheets to reflect this exposure.


YASARBANK: Holding Company Repays US$247.6MM Debt to TMSF
---------------------------------------------------------
Ercan Ersoy at Bloomberg News reports that Yasar Holding paid back
a total of US$247.6 million debt incurred by the group's collapsed
bank Yasarbank to Savings Deposit Insurance Fund, TMSF, Anadolu
Agency said, citing a statement from TMSF.

According to Bloomberg, Yasar paid back debt based on protocols
with TMSF made in 2002 and 2005.

All legal conflicts settled on June 24 between TMSF and Yasar
including one at European Court of Human Rights, Bloomberg
relates.

Yasarbank collapsed and was taken over by the government in 1999,
Bloomberg recounts.




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U K R A I N E
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DTEK RENEWABLES: Fitch Affirms B- LongTerm IDRs, Outlook Stable
---------------------------------------------------------------
Fitch Ratings has affirmed Ukraine-based electricity generation
company DTEK Renewables B.V.'s Long-Term Foreign-Currency Issuer
Default Rating of 'B-' with Stable Outlook.

The affirmation reflects the supportive regulatory framework for
renewable power generation, highly profitable operations compared
with conventional generation, and the expectation that the forecast
leverage increase will moderate once all assets are commissioned
and ahead of any substantial dividend payments. The rating is
constrained by the company's small size compared with other rated
European utilities focused on renewables, some exposure to FX
fluctuations, and completion risks, as projects are at different
stages of execution and may result in delayed asset commissioning,
which would result in lower tariffs and therefore slower
deleveraging. Fitch expects the company to commission 740MW by
end-2019 and another 785MW by end-2021 and so to be able to receive
respective feed-in tariffs.

KEY RATING DRIVERS

Supportive Regulation: For assets commissioned by end-2019, the
regulatory framework for renewable energy generators provides for
guaranteed uptake of renewable energy on a priority basis by the
wholesale single buyer (or its successor) at a fixed feed-in tariff
(FiT), reducing price risk. The FiTs are set in euros, but paid in
hryvnia with quarterly adjustments by the regulator to reflect
movement in the hryvnia-euro rate. At present, the tariffs are set
until 2019 at EUR0.102 per kWh for wind and EUR0.15 per kWh for
solar compared with wholesale market electricity tariffs from
traditional sources of EUR0.046-EUR0.048 per kWh.

From May 2019, a new law on green energy became effective which
introduces a new renewables (RES) support scheme. Under the new law
end-2019 is the cut-off date for signing pre-power purchase
agreements (PPA) to obtain the FiT. After signing the pre-PPA, the
RES project has to be commissioned in two years for photovoltaic
(PV) and three years for wind projects to receive the FiT. Fitch
expects the company to sign pre-PPA agreements by end-2019.

The new law also introduces an auction scheme, although Fitch
expects its impact on the company will be limited. Fitch views the
regulatory framework for renewables in Ukraine as supportive of the
company's rating, but the overall operating and macroeconomic
environment is weaker than in most European countries.

Small Size: DTEK Renewables is one of the largest independent
producer of electric energy from wind in Ukraine, with 37% of wind
power capacity in 2018. At end-2018 the company operated a 200MW
wind farm and a 10MW PV farm. Although the company expects to
increase its current portfolio to close to 1GW by end-2019 and to
1.7GW by 2021, it will still be small compared with most rated
peers.

High Investment Phase: DTEK Renewables' plan to increase its
portfolio is subject to execution risks as projects are at various
stages. In line with management, Fitch expects that Primorsk 1
(wind, 100MW) is already in operation and will be fully
commissioned by end-1H19 and Nikopol (PV, 200MW) is commissioned
and started generation at FiT in March 2019. Pokrovsk (240MW),
Orlovka (100MW) and Primorsk 2 (100MW) are in various stages of
development/construction with expected completion by end-2019 and
Tiligul (565MW), Vasilkovka (115MW) and Pavlograd (105MW) are
expected to be commissioned by end-2021.

Remaining Completion Risk: Commissioning of assets before end-2019
and within two to three years of signing the respective PPAs by
end-2019 are critical for eligibility for the FiTs. A delay or
non-completion of the projects would result in lower EBITDA and
slower deleveraging and would be negative for the rating. The
contractors have ample experience in renewable projects, but
finding replacements or alternative sources for key equipment could
cause material delays. However, on-shore wind and PV solar
constructions have some of the lowest technology risks, with proven
utility-scale use.

If there were delays, the company would expect to (and be allowed
to) commission individual turbines. Fitch also views positively the
company's track record of completing its projects so far.

Cash-Generative Profile: Green power generation in Ukraine has
attractive profit margins, underpinned by the FiT scheme for
renewables. DTEK Renewables derives all its EBITDA from regulated
green power generation, which partially off sets the company's
relatively small size. In 2015-2018, DTEK Renewables reported an
EBITDA margin of about 83%. Fitch expects the margin to decrease to
below 70% in 2019 due to the increase in development expenses and
to then gradually increase to around 80% on average over 2020-2023
if all the expected assets are put into operation as planned.

Capex-Driven Leverage: Fitch views DTEK Renewables' excessive funds
from operations (FFO) adjusted leverage at end-2019 and end-2020 of
about 9x and slightly below 6x, respectively, as temporary and
driven by the increased capex and expenses related to the new
projects' development and construction. The company expects to
spend about EUR1.2 billion on wind and solar power farms
construction over 2019-2021 in order to increase its installed
capacity by 1.5GW. Fitch expects leverage to moderate to below 4x
on average over 2021-2023 once all assets are put into operations
as planned and that the company will receive the current and
expected FiTs before it starts paying significant dividends.

FX Exposure: The company is exposed to FX fluctuations as about 80%
of its debt at end-2018 was euro-denominated and was mainly
attracted to fund the investment programme. DTEK Renewables
generates revenue in hryvnia, but tariffs are euro-denominated and
converted quarterly by the local regulator to reflect the
euro-hryvnia rate, limiting the company's cash flow FX exposure.
The group does not use any hedging instruments, other than holding
a portion of cash in euros (UAH459 million at end-2018).

Complex Group Structure: DTEK Renewables is a small company within
the larger DTEK B.V. Group and System Capital Management Group
(SCM). DTEK B.V. Group is dominated by DTEK Energy B.V. (RD) and
includes DTEK Oil and Gas B.V. It is ultimately owned by one
individual, so key-person risk from a dominant shareholder is
higher than most rated peers. There is no legal ring-fencing, but
Fitch views DTEK Renewables as independent from other businesses in
the group as it is organised and funded on a non-recourse basis
with independent operational and financial management. No
cross-subsidies and cross-guarantees existed between DTEK
Renewables and other group sub-holdings at end-2018.

At end-2018, loans receivable from related parties, mainly DTEK Oil
and Gas, DTEK B.V. and SCM, totalled UAH5.4 billion. In 2017, DTEK
B.V. made a voluntary share premium contribution of EUR210 million
in cash to DTEK Renewables to fund group expansion for renewable
energy generation. The cash was used to lend to the wider group
companies, with repayments expected in 2018-2019. Fitch views these
transactions as temporary and assume they will form the equity
funding for upcoming investments.

Structural Subordination: Fitch views DTEK Renewables' potential
creditors as structurally subordinated to the creditors of its cash
flow-generating subsidiaries despite the consolidated approach to
the rating. This would be reflected in its recovery assumptions and
any instrument rating. This assessment is in line with Fitch's view
that where there are multiple operating entities, it evaluates the
claims at the entity level and views only residual cash flows as
available to the creditors of the parent.

DERIVATION SUMMARY

DTEK Renewables operates wind and solar power-generating assets in
Ukraine. It plans to increase its installed capacity to about 1GW
by end-2019 and to about 1.7GW by end-2021, although it will still
be significantly smaller than other rated European utilities. It
will become of comparable size as Joint Stock Company Central-Asian
Electric-Power Corporation (CAEPCo) Central Asian (B-/Stable) once
DTEK Renewables' planned capacity becomes operational, although
CAEPCO generates electricity from traditional sources. The company
benefits from highly profitable operations, unlike power generators
from traditional sources, with an EBITDA margin of about 83% on
average over 2015-2018. This is underpinned by a supportive
regulatory framework for renewables, but constrained by a weak
overall operating and macroeconomic environment.

KEY ASSUMPTIONS

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

  - Domestic GDP growth of 2.6%-3.1% and inflation of 6.8%-8.6% in
2019-2023

  - Annual average US dollar/hryvnia exchange rate of 28.86 in 2019
and 30.6 in 2020-2023, annual average euro/hryvnia exchange rate of
32.8 in 2019 and 34.77 in 2020-2023

  - Capex of EUR407 million in 2019, EUR511 million in 2020 and
EUR303 million in 2021 and about EUR1 million annually thereafter

  - Fitch assumes dividends at about 2018 level (USD1.65 million in
2018) in 2019-2021 annually and at about 100% of net income
annually thereafter

  - Tariffs for facilities in 2019 of EUR0.102 per kWh for wind
power stations and EUR0.15 per kWh for solar power stations and for
facilities commissioned in 2020-2021 of EUR0.905 per kWh for wind
power stations and EUR0.1126 per kWh for solar power stations

  - Installed capacity increase by 740MW by end-2019 and 785MW by
end-2021

  - Generation volumes under P75 assumption based on independent
reports or management expectations if reports are unavailable.

RATING SENSITIVITIES

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

  - Fitch views positive rating action on DTEK Renewables as
unlikely due to the lack of legal ring-fencing and its limited
visibility of SCM.

  - DTEK Renewables' rating is also constrained at the sovereign
level due to its counterparty exposure and therefore Fitch does not
expect positive rating action in the near future unless Ukraine's
rating is upgraded.

However, factors that Fitch considers relevant for potential future
positive action include legal ring-fencing of the business, in
addition to a significant increase in market share and a stronger
financial profile (i.e. FFO adjusted leverage sustainably below
3x).

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

  - Weaker liquidity (liquidity ratio below 1x)

  - Unfavourable change in the regulatory framework (i.e. downward
revision of tariffs)

  - FFO adjusted leverage above 5x on a sustained basis following
commission of all assets (among other things due to lower volume
generation, unfavourable revision of tariffs, inability to timely
commission the assets, increased dividends outflows or prolonged
intensive investment phase without adequate returns from operated
asset)

LIQUIDITY

External Capex Funding Key: Fitch views DTEK Renewables' liquidity
at end-2018 as tight, consisting of unrestricted cash and cash
equivalents of UAH901 million and short-term loan receivables from
related parties of UAH5.4 billion compared with short-term
borrowings of UAH3 billion (including liabilities to related
parties). Fitch expects the company to fund negative free cash flow
with proceeds from loans repayable from related parties as well as
from new debt issuance. These proceeds will be used by the company
for capex funding. However, overall the capex plan is exposed to
the availability of external debt funding. The company expects to
issue new debt at the operating companies' level. If DTEK
Renewables issues debt directly, Fitch may notch it down from the
IDR considering the level of prior ranking debt and recovery
prospects at DTEK Renewables level.

FULL LIST OF RATING ACTIONS

  - Long-Term Foreign-Currency IDR affirmed at 'B-',
    Outlook Stable

  - Long-Term Local-Currency IDR affirmed at 'B-',
    Outlook Stable




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

ARCADIA GROUP: Committee Set to Question TPR Boss on Rescue Deal
----------------------------------------------------------------
Sebastian McCarthy at City A.M. reports that the boss of the
Pensions Regulator (TPR) is set to face a grilling from an
influential committee of MPs later this week over the watchdog's
deal with Sir Philip Green to help save his fashion empire from
collapse.

According to City A.M., Charles Counsell, the chief executive of
TPR, is to appear before politicians just weeks after Mr. Green
agreed to pump an extra GBP25 million into his Arcadia Group's
pension fund in exchange for the TPR's support in a crunch creditor
vote over his rescue proposals for the firm.

The embattled mogul's deal with the TPR, which came on top of an
original GBP50 million offer to plug the company's black hole,
helped pave the way for a narrow victory earlier this month when
Arcadia received the 75% approval it needed to launch a
cost-cutting insolvency process known as a company voluntary
arrangement (CVA), City A.M. notes.

Frank Field, the chair of the Work and Pensions committee that is
set to question Mr. Counsell on Wednesday, June 26, told City A.M.
he wanted answers from Mr. Counsell over why the TPR settled on
GBP25 million.

When Arcadia pushed through its CVA earlier this month, the Work
and Pensions committee wrote to the Pensions Regulator demanding
"further clarity and assurances" over the cash and assets that will
be available to plug the firm's pension scheme deficit, City A.M.
relates.

Arcadia Group Ltd. is the UK's largest privately owned fashion
retailer with seven major high street brands: Burton, Dorothy
Perkins, Evans, Miss Selfridge, Topshop, Topman and Wallis, along
with its out-of-town fashion destination Outfit.  


IENERGIZER LIMITED: Moody's Withdraws B3 CFR for Business Reasons
-----------------------------------------------------------------
Moody's Investors Service withdrawn iEnergizer Limited's B3
corporate family rating and the stable outlook on the rating.

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

iEnergizer Limited is an international Business Process Outsourcing
company, incorporated in Guernsey, and listed on the Alternative
Investment Market (AIM) of the London Stock Exchange on September
14, 2010.

iEnergizer is primarily engaged in call center operations, BPO
services, content delivery services and back-office services
(legacy operations). Following the acquisition of Aptara Inc. in
2012, for $150 million, iEnergizer expanded its business services
to the provision of content process outsourcing solutions,
delivering a comprehensive offering for the transformation and
management of content, such as text, audio, video and graphic
files.


LONDON CAPITAL: Collapse Prompts Regulatory Coverage Review
-----------------------------------------------------------
Jessica Clark at City A.M. reports that the City watchdog has
launched a report into how firms are regulated following the
collapse of mini-bond lender London Capital & Finance.

According to City A.M., in its first annual Perimeter Report the
Financial Conduct Authority (FCA) said that firms "on the edges" of
its regulatory coverage have "recently caused serious harm to
consumers."

London Capital & Finance was an FCA authorized firm, however,
issuing mini-bonds was not considered to be a regulated activity,
City A.M. states.

Customers were therefore not eligible for Financial Services
Compensation Scheme after the company failed, City A.M. notes.

"The mini-bonds market has changed over recent years, with more
complex minibonds being issued and marketed to retail investors,"
City A.M. quotes the regulator as saying.

"Issuers of these more complex products have often been able to
rely on the same exclusion as ordinary commercial companies to
issue their securities without the need for authorization.

"In a low-interest environment, these high-risk investments,
offering the potential of higher returns on capital, have
increasingly been offered as retail investments.

Following the collapse of London Capital & Finance the FCA also
called for an independent investigation into "whether the existing
regulatory system adequately protects retail purchasers of
mini-bonds London Capital & Finance went into administration in
January owing GBP236 million to more than 11,000 investors, City
A.M. discloses.


ODDBINS: Administrators in Rescue Talks with Former Owner
---------------------------------------------------------
Henry Saker-Clark at Press Association reports that talks are
taking place between the former owner of Oddbins and administrators
to save the troubled wine retailer and secure the future of
hundreds of workers.

The Press Association understands that advanced talks are taking
place between Raj Chatta and insolvency firm Duff & Phelps over a
deal to rescue the firm's remaining stores.

It is understood that 13 Oddbins outlets, mainly based in London,
have shut their doors since the business first entered
administration in February, Press Association notes.

According to Press Association, a deal to secure the future of the
business will also see a number of its former locations sold to
help stabilize its financial future.

The company has continued to trade as a going concern for the past
four months as rescue talks took place, Press Association states.

Mr. Chatta's European Food Brokers (EFB), which bought Oddbins out
of administration in 2011, appointed administrators for its retail
operation, made up of more than 100 Oddbins, Wine Cellar and
Whittards Wine Merchants stores, Press Association relates.

EFB blamed the collapse on "extremely tough" trading conditions,
but its owner is seeking to take it back from the hands of
administrators after offloading stores, Press Association
discloses.

Duff & Phelps, as cited by Press Association, said that Oddbins was
a victim of tough times on the High Street, with a decline in
consumer spending, and surging business rates and rents.

Oddbins' administration comes amid a tough period for booze
retailers, with Majestic Wine currently fielding bids for its
retail store business after sliding to an GBP8.5 million loss in
the last full-year, Press Association recounts.


STRATTON MORTGAGE 2019-1: DBRS Finalizes B(high) Rating on E Notes
------------------------------------------------------------------
DBRS Ratings Limited finalized its provisional ratings on the notes
issued by Stratton Mortgage Funding 2019-1 plc (the Issuer), as
follows:

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

The Class F, Z1, and Z2 Notes are not rated by DBRS.

The rating for the Class A notes addresses the timely payment of
interest and ultimate payment of principal. The ratings for the
Class B to Class E notes address the timely payment of interest
when they are the senior-most notes, after the redemption of Class
A notes, and the ultimate payment of principal. An increased margin
on all the Notes is payable from the step-up date in August 2022.

The margins on the final structure's notes are lower than the ones
in the provisional structure. This had a positive impact on the
final ratings assigned to the Class B, Class C, Class D, and Class
E notes, which are one notch above the respective provisional
ratings of AA (sf), A (low) (sf), BBB (low) (sf) and B (sf).

The Issuer is a bankruptcy-remote special-purpose vehicle
incorporated in England and Wales. The issued Notes were used to
fund the purchase of U.K. residential mortgage loans secured over
properties located in the United Kingdom. The loans were by Ertow
Holdings IV DAC (the Seller) from Moorgate Funding 2014-1 plc and
Stratton Finance I Ltd. and were previously securitized by Mortgage
Funding 2014-1 plc (Moorgate 2014-1) and Residential Mortgage
Securities 25 plc (RMS25).

The portfolio cut-off dates are April 11, 2019, for the RMS25
sub-pool and March 31, 2019, for the Moorgate Funding 2014-1
sub-pool. As at the cut-off dates, the mortgage portfolio consisted
of 3,406 loans with a total portfolio balance of approximately GBP
413.4 million. The weighted-average (WA) unindexed current
loan-to-value is 77.6% with a WA seasoning of 11.8 years.
Approximately 33.4% of the portfolio by loan balance comprises
loans granted for buy-to-let purposes, and 4.2% of the loans are in
arrears for three months or more.

The Notes pay a coupon linked to daily compounded SONIA (Sterling
Overnight Index Average). All loans in the portfolio are
floating-rate loans linked predominately to the Bank of England
base rate (BBR; 86.7% or the portfolio), with the remaining 13.3%
of loans linked to three-month LIBOR (9.4%) or a Standard Variable
Rate (SVR) (4.0%). SVR-linked loans are set with reference to BBR
plus a margin. BBR-linked loans reset monthly, while three-month
LIBOR loans reset quarterly. There are no swaps in the structure
and thus the basis mismatch remains unhedged. DBRS considered the
mismatch due to differing indices along with the daily note
interest accrual versus loans resetting with a time lag in its cash
flow analysis.

Credit enhancement for the Class A notes is calculated at 21.5% and
is provided by the subordination of Class B notes through the Class
Z1 notes and the reserve fund. Credit enhancement for the Class B
notes is calculated at 18.5% and is provided by the subordination
of Class C notes through the Class Z1 notes and the general reserve
fund. Credit enhancement for the Class C notes is calculated at
14.8% and is provided by the subordination of the Class D notes
through Class Z1 notes and the general reserve fund. Credit
enhancement for the Class D notes is calculated at 11.0% and is
provided by the subordination of Class E notes through the Class Z1
notes and the general reserve fund. Credit enhancement for the
Class E notes is calculated at 7.0% and is provided by the
subordination of Class F notes through the Class Z1 notes and the
general reserve fund. The Class F, Class Z1, and Class Z2 notes are
unrated, and the Class Z2 notes are uncollateralized.

The transaction benefits from a reserve fund, equal to 2.00% of the
collateralized Notes at closing, split into a general reserve
component and an amortizing liquidity component. The liquidity
reserve will provide liquidity support to the Class A notes and
conditionally to the Class B notes. The liquidity reserve amortizes
with a target amount set as the lesser of 2.75% of the Outstanding
Balance of Class A and Class B notes on the relevant calculation
dates and 2.00% of the balance of the Class A and Class B notes at
closing.

The reserve fund will provide credit enhancement to the Class A
notes at all times. At any time after the Class A note redemption
Date, the reserve fund will provide credit enhancement to the Class
B notes. If the balance standing to the reserve fund exceeds the
Reserve Fund Required Liquidity Amount, the excess shall
unconditionally provide liquidity support to all other classes of
collateralized rated Notes.

Borrower collections are held with Barclays Bank PLC (rated "A"
with a Stable trend by DBRS), and estimated collections are
deposited on the next business day into the Issuer's transaction
account held with Citibank N.A., London Branch. DBRS's private
rating of the Issuer's Account Bank is consistent with the
threshold for account banks outlined in DBRS's "Legal Criteria for
European Structured Finance Transactions" methodology given the
ratings assigned to the Notes.

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

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

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities. DBRS
calculated the probability default rate (PD), loss given default
(LGD) and expected loss outputs on the mortgage portfolio to
analyze with DBRS's cash flow tool. The mortgage portfolio was
analyzed in accordance with DBRS's "European RMBS Insight
Methodology" and "European RMBS Insight: U.K. Addendum".

-- The ability of the transaction to withstand stressed cash flow
assumptions and repays the Notes according to the terms of the
transaction documents. The transaction structure was analyzed using
Index Dealmaker.

-- The sovereign rating of the United Kingdom of Great Britain and
Northern Ireland, which is rated AAA/R-1 (high) with Stable trends
as of the date of this report.

-- The consistency of the transaction's legal structure with
DBRS's "Legal Criteria for European Structured Finance
Transactions" methodology and the presence of legal opinions
addressing the assignment of the assets to the Issuer.

Notes: All figures are in British pound sterling unless otherwise
noted.



                           *********


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

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

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

This material is copyrighted and any commercial use, resale or
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.

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members of the same firm for the term of the initial subscription
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