/raid1/www/Hosts/bankrupt/TCREUR_Public/190709.mbx        T R O U B L E D   C O M P A N Y   R E P O R T E R

                          E U R O P E

          Tuesday, July 9, 2019, Vol. 20, No. 136

                           Headlines



F R A N C E

FAURECIA SE: Fitch Affirms BB+ LongTerm IDR, Outlook Stable


G E O R G I A

TBC BANK: Fitch Rates $125MM Add'l. Tier 1 Notes 'B-'


G E R M A N Y

NIDDA BONDCO: Fitch Affirms B LongTerm IDR, Outlook Stable
WEBER AUTOMOTIVE: Files for Insolvency Amid Restructuring Dispute


I R E L A N D

CARLYLE EURO 2019-2: S&P Assigns Prelim. B- Rating on E Notes
DARTRY PARK: Fitch Raises Class E Debt Rating to Bsf
FINANCE IRELAND 1: Moody's Rates EUR5.8MM Class E Notes '(P)B3'
SHAMROCK RESIDENTIAL 2019-1: S&P Assigns B- Rating on G Notes


I T A L Y

AUTOFLORENCE SRL 1: S&P Assigns Prelim. B Rating on Cl. E Notes


K A Z A K H S T A N

KAZAKHSTAN ENGINEERING: Fitch Affirms BB+ LT IDR, Outlook Stable


L U X E M B O U R G

SUNSHINE LUXEMBOURG VII: Fitch Corrects July 4 Press Release


N E T H E R L A N D S

IGNITION TOPCO: S&P Affirms 'B' ICR on Refinancing, Outlook Stable
NORTH WESTERLY 2013: Fitch Affirms BBsf Rating on Class E-R Debt


R U S S I A

BANK OTKRITIE: Former Owners Face US$1.3BB Lawsuit Over Collapse
EVRAZ PLC: Moody's Affirms Ba1 CFR & Alters Outlook to Positive
WEST SIBERIAN COMMERCIAL: S&P Withdraws 'BB+/B' ICRs


S W E D E N

ELLEVIO AB: S&P Alters Outlook to Negative & Affirms BB+ on B Debt


T U R K E Y

ANADOLU ANONIM: Fitch Affirms BB+ IFS Rating, Outlook Negative
SEKERBANK TAS: Fitch Lowers LongTerm IDR to B-, Outlook Negative


U K R A I N E

RAIL CAPITAL: Fitch Rates $500MM Unsec. Notes 'B-'


U N I T E D   K I N G D O M

BRITISH STEEL: UK Business Secretary Meets with Potential Bidders
CIEL 1 PLC: Moody's Rates GBP2.8MM Class X Notes 'Ca'
CIEL 1 PLC: S&P Assigns CCC- Rating on Class X Notes
DEBENHAMS PLC: M&G Real Estate Agrees to Withdraw CVA Challenge
KODAK UK: Bailout Puts GBP600MM Hole in UK Pension Lifeboat Fund

PHOTO-ME INTERNATIONAL: Delays Publishing of Annual Accounts
RPC GROUP: S&P Cuts Issuer Credit Rating to BB+, Withdraws Rating
SYNLAB BONDCO: Fitch Rates New EUR920MM Term Loan 'B+'
VUE INTERNATIONAL: S&P Alters Outlook to Stable & Affirms B- ICR

                           - - - - -


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F R A N C E
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FAURECIA SE: Fitch Affirms BB+ LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has affirmed French automotive supplier Faurecia
S.E.'s Long-Term Issuer Default Rating at 'BB+'. The Outlook is
Stable.

The affirmation reflects Fitch's projections that Faurecia's
overall credit profile will remain in line with its expectations
for a 'BB+' rating. Faurecia's free cash flow margin of between
0.5% and 1.5% remains weak for the rating but Fitch expects a
gradual improvement in cash generation. Fitch also believes that
the recent Clarion acquisition will further strengthen the
company's business profile while having a limited effect on key
credit metrics, including FFO adjusted net leverage which Fitch
expects to remain around 2x.

KEY RATING DRIVERS

Large Global Supplier: The 'BB+' rating of Faurecia is supported by
its diversification, size and leading market positions as one of
the top 10 global automotive suppliers. Its large and diversified
portfolio is a strength in the global automotive sector, which is
being reshaped by the development of global platforms and the
acceleration of new technologies and demand from large
manufacturers. Fitch also believes that Faurecia's solid positions
in some fast-growing segments will enable the company to outperform
the overall auto supply market, notably by offering products that
increase the fuel efficiency of its customers' vehicles.

Business Refocus: The Clarion acquisition that closed in 1H19 is in
line with its expectations of Faurecia refocusing on higher
added-value and faster-growing segments and accelerating investment
in sustainable mobility and the interior business. Faurecia has
created a new business group combining Clarion with the
recently-acquired Parrot Automotive and Coagent Electronics, which
will accelerate the deployment of Faurecia in the intelligent
cockpit business. This, includes stronger positions in human
machine interface, audio systems and cloud data management, and
should provide further opportunities to develop aftermarket and
fleet solutions.

Electric Vehicle Risk: The risk of lost revenue and earnings
stemming from the growth of electric vehicles (EV) with no exhaust
line is significant for Faurecia's clean mobility division.
However, Fitch believes this should be mitigated in the short- to
medium-term by the growth of hybrid vehicles that will keep both a
combustion engine and an electric powertrain and by the company's
ambitious targets to increase business in the profitable
off-highway and heavy truck segments.

Risks to Production Growth: Fitch believes that several factors
could derail current projections for global automotive production
growth, including an extended weakness of the Chinese market, the
effect from potential trade wars with the US, a hard Brexit, a more
rapid-than-expected shift in powertrain options, notably in Europe,
and consumers' reaction to developing regulation. Its assessment of
Faurecia's credit profile incorporates some headroom against these
issues taken in isolation but Fitch believes that the company would
not be fully immune to a combination of these risks crystallising
simultaneously in the next 12 to 18 months.

Improving Earnings: Fitch expects the consolidation of Clarion to
dilute Faurecia's operating margin, including restructuring
expenses, to just above 6% in 2019 from 6.7% in 2018 and 6.4% in
2017 because of Clarion's lower profitability than Faurecia's as
well as restructuring and integration costs. However, Fitch also
forecasts the operating margin to recover to about 7% by 2021. This
will bring the company to a level more in line with peers and the
rating. In particular, Faurecia's other divisions continue to
perform well, including the profitable clean mobility segment with
low double-digit margins. A robust order book also provides some
support to earnings sustainability in the next two to three years.

Weak FCF: Faurecia's FCF margin increased to 1.3% in 2018 and 2017,
from about breakeven in 2015 and 2016. Nonetheless, FCF margin at
around 1.5% is at the low end of Fitch's typical requirements for a
'BB+' rating and leaves limited rating headroom following an
increase in leverage from the Clarion acquisition. Fitch foresees
limited prospect for further material FCF improvement because of
integration costs related to Clarion, a risk of a potential working
capital reversal in the medium-term and sustained high investment
to meet Faurecia's business refocus and accelerating demand towards
shifting automotive trends.

Clarion Acquisition to Restrain Deleveraging: Faurecia's FFO
adjusted net leverage declined slightly to 1.5x at end-2018, from
1.6x at end-2017 and end-2016 on positive FCF generation. However,
Fitch expects it to increase to 2.1x at end-2019 because of the
fully debt-funded Clarion acquisition, before gradually declining
below 2x over the medium-term.

Weak Linkage with PSA: Fitch applied its parent and subsidiary
rating linkage (PSL) methodology and assessed that Faurecia has a
credit profile moderately weaker than its parent PSA (46.3% stake
and 63.1% voting rights). Fitch also deems the legal, operational
and strategic ties between the two entities weak enough to rate
Faurecia on a standalone basis.

DERIVATION SUMMARY

Faurecia's business profile compares adequately with auto suppliers
at the low-end of the 'BBB' category. The share of aftermarket
business, which is less volatile and cyclical than sales to
original equipment manufacturers (OEMs), is smaller than at tyre
manufacturers such as CGE Michelin (A-/Stable) and Continental AG
(BBB+/Stable). Faurecia's portfolio has fewer products with higher
added-value and substantial growth potential than other leading and
innovative suppliers including Robert Bosch GmbH (F1), Continental
and Aptiv PLC (BBB/Stable). However, similar to other large and
global suppliers, it has a broad and diversified exposure to large
international OEMs as well as a global reach.

With an EBIT margin ranging from 6% to 7%, profitability is lower
than that of investment grade-rated peers, such as Aptiv and
Schaeffler AG (BBB-/Stable), but better than Tenneco, Inc.
(BB-/Stable). Faurecia's FCF remains weak in Fitch's portfolio of
auto suppliers rated 'BB+'/'BBB-'. Fitch expects that FFO adjusted
net leverage will remain commensurate with the ratings, but higher
than investment-grade peers'. Fitch applied its PSL methodology and
assessed that Faurecia can be rated on a standalone basis. No
country-ceiling or operating environment aspects affect the
ratings.

KEY ASSUMPTIONS

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

  - Very low revenue growth in 2019 (excluding changes in scope)
    and low single-digit revenue growth in 2020 and 2021

  - Organic revenue growth above vehicle production growth

  - Clarion consolidated into Faurecia's accounts from April 1,
    2019

  - Operating margin to recover gradually to 7% by 2021 after
    bottoming out slightly above 6% in 2019, including
    restructuring expenses

  - Aggregate working capital outflows of around EUR0.1 billion
    in 2019-2021

  - Average annual capex at 7.2% of sales in 2019-2021

  - Dividend pay-out ratio at 25%-30% in 2019-2021

  - Acquisitions of EUR0.2 billion per year in 2020 and 2021

RATING SENSITIVITIES

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

  - EBIT margin above 8% (2018: 6.7%, 2019f: 6.1%)

  - FCF margin around 2% (2018: 1.3%, 2019f: 0.6%)

  - FFO adjusted net leverage below 1.5x (2018: 1.5x, 2019f: 2.1x)

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

  - EBIT margin below 5%

  - FCF margin below 0.5%

  - FFO adjusted net leverage above 2.5x

LIQUIDITY AND DEBT STRUCTURE

Sound Liquidity: Fitch expects Faurecia's liquidity ratio to be
above 1.5x in 2019 and 2020. Liquidity is supported by EUR1.7
billion of readily available cash incorporating Fitch's adjustments
for minimum operational cash of about EUR0.4 billion. This,
together with total committed and unutilised credit lines of EUR1.2
billion at end-2018, largely covered short-term debt of EUR0.7
billion at end-2018, excluding outstanding off-balance sheet
factoring. Financial flexibility and liquidity are further
supported by its expectations of moderately positive FCF
generation.

Debt Structure: The debt structure reported by Faurecia consists
mainly of three euro-denominated unsecured bonds for a total
nominal amount of EUR1.9 billion and several euro and US dollar
tranches of Schuldscheindarlehen for EUR0.7 billion equivalent
nominal amounts. The latest issuance in January and March 2019 have
reduced maturity concentration with main maturities being between
December 2022 and June 2026.

Faurecia also raises debt through various bank credit lines,
including at the level of its subsidiaries. For its short-term
financial needs, Faurecia has access to an undrawn EUR1.2 billion
revolving credit facility maturing in June 2024. It can also use
account receivables factoring (several receivables securitisation
programmes in different countries) to fund its working capital
needs.




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G E O R G I A
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TBC BANK: Fitch Rates $125MM Add'l. Tier 1 Notes 'B-'
-----------------------------------------------------
Fitch Ratings has assigned JSC TBC Bank's USD125 million perpetual
additional Tier 1 notes a final long-term rating of 'B-'.

The assignment of the final rating follows the completion of the
issue and receipt of documents conforming to the information
previously received. The final rating is in line with the expected
rating assigned on June 24, 2019.

The notes' rating is three notches below the bank's 'bb-' Viability
Rating. According to Fitch's Bank Rating Criteria, this is the
highest possible rating that can be assigned to deeply subordinated
notes with fully discretionary coupon omission issued by banks with
a VR anchor of 'bb-'. The notching reflects the notes' higher loss
severity in light of their deep subordination and additional
non-performance risk relative to the VR given a high write-down
trigger and fully discretionary coupons.

KEY RATING DRIVERS

The notes are perpetual, deeply subordinated, fixed-rate resettable
AT1 debt securities, which are expected to qualify as regulatory
AT1 capital (equal to about 3% of end-1Q19 regulatory risk-weighted
assets). The coupon was set at 10.775% at the time of the issue.

The notes have a fully discretional coupon omission feature and are
subject to partial or full write-down if TBC's core equity Tier 1
(CET1) ratio falls below 5.125% (versus the 4.5% regulatory
minimum, excluding buffers), or in case of regulatory interventions
by the National Bank of Georgia (NBG). Fitch believes the latter is
only possible if TBC breaches minimum regulatory capital or
liquidity requirements, or local regulation in any other form. This
is currently not expected by Fitch, given the Stable Outlook on
TBC's 'BB-' Long-Term Issuer Default Rating (IDR).

Fitch expects the coupon omission to occur before the bank breaches
the notes' 5.125% CET1 trigger, most probably if TBC's capital
ratios fall below minimum capital requirements, including buffers,
established by the NBG. This risk is somewhat mitigated by TBC's
reasonable internal capital generation capacity and the bank's
intention to maintain the combined capital ratios at least 100bp
higher than the minimum required levels.

TBC's regulatory core Tier 1 and Tier 1 ratios were 13.4% and
13.8%, respectively, at end-1Q19 compared with the statutory
minimums (with Pillar 1 and 2 buffers) of 9.8% and 11.9%,
respectively. TBC's regulatory total capital ratio was 19.1% at
end-1Q19 versus a 16.9% minimum requirement (with buffers).
Moderate headroom over the minimum capital requirements at end-1Q19
is somewhat undermined by a planned dividend distribution equal to
25% of net income for 2018 (0.85% of end-1Q19 risk-weighted
assets).

The notes have no established redemption date. However, TBC has an
option to repay the notes after the first coupon reset date (in
2024) and on every subsequent interest payment date, subject to
NBG's approval.




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G E R M A N Y
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NIDDA BONDCO: Fitch Affirms B LongTerm IDR, Outlook Stable
----------------------------------------------------------
Fitch Ratings has affirmed Nidda BondCo GmbH's Long-Term Issuer
Default Rating at 'B' with Stable Outlook. Nidda BondCo GmbH
indirectly owns pharmaceuticals company Stada Arzneimittel AG.

Nidda BondCo GmbH's rating encapsulates a 'BB' quality of the
commercial risk of the underlying operations of Stada with a highly
aggressively leveraged capital structure following a sponsor-backed
acquisition of Stada in 2017. The Stable Outlook reflects its
expectations that improving earnings and free cash flow would allow
steady deleveraging to 7.5x by 2021 on adjusted gross funds from
operations (FFO) basis (7x net) from around 8.5x (8.0x) in 2018.

KEY RATING DRIVERS

High Leverage, Deleveraging Potential: In its rating assessment,
Moody's views the high financial leverage as the main rating
constraint. However, Moody's concludes that medium-term
deleveraging potential supports the 'B' IDR despite projected FFO
adjusted gross leverage for 2019 of 8.4x (8.1x net) being
commensurate with 'B-'/'CCC' financial risk. The 'B'IDR is
therefore conditional on a gradual deleveraging toward 7.5x on FFO
adjusted gross basis (7.0x net) by 2021, supported by Stada's
inherently stable, profitable, and cash-generating operations.

Latent M&A Risk: Its rating case assumes bolt-on acquisitions
estimated at EUR100 million a year, which could be comfortably
accommodated by Stada's healthy annual FCF. Larger M&A transactions
are in its view likely to be funded with incremental debt given
ample liquidity headroom available under a committed fully undrawn
revolving credit facility (RCF) of EUR400 million, and by using the
permitted indebtedness cap under financing agreements. Stada has
been actively screening the market for suitable product or business
additions. Material transactions outside its assumptions
incorporated in its rating case could lead to event risk, with
possible re-leveraging potentially putting the ratings under
pressure.

Good Progress on Cost Savings: Management delivered cost savings
for 2018 of around EUR60 million, lifting the EBITDA margin to
23.6% last year from 18.7% in 2017 (both Fitch-adjusted). This has
positively affected the company's cash flow generation and reduced
post-minority-buyout leverage to 8.6x in 2018 compared with 9.2
estimated previously. Due to manageable third-party execution risk
with suppliers and low risk in relation to further central cost
optimisation Moody's views additional cost savings as achievable
leading to a Fitch-adjusted EBITDA margin of 25% by 2021, despite
structurally higher selling and distribution costs aimed at
increasing Stada's market share in the company's core geographies.

Strong Cash Flow Generation: Moody's regards Stada's healthy FCF as
a strong mitigating factor to the company's aggressively leveraged
balance sheet, supporting the 'B' IDR. Moody's projects sustainable
revenue growth on existing and new products alongside rigorous
implementation of cost-saving initiatives, which will support
sustained EBITDA-driven cash flow expansion. Despite growing
inventory-led trade working capital needs and increased capex in
production expansion and new product development Moody's expects
sizeable positive FCF in excess of EUR100 million and mid-single
digit FCF margins. This should allow Stada to acquire new products
and repay most of its maturing legacy debt by 2022.

Supportive Sector Fundamentals: The ratings reflect positive
long-term demand fundamentals for the European generics market and
generally supportive reimbursement schemes as governments and
national regulators address rising healthcare costs. Given limited
overall generic penetration in Europe compared with the US, Moody's
sees continued structural growth opportunities, further reinforced
by increasing introduction of biosimilars. Stada's well-established
market position in the company's core geographies allows Stada to
participate in positive sector trends.

DERIVATION SUMMARY

Fitch rates Nidda BondCo according to its global rating navigator
framework for pharmaceutical companies. Under this framework, the
company's generic and consumer business benefits from satisfactory
diversification by product and geography, with a healthy exposure
to mature, developed and emerging markets. Compared with more
global industry participants, such as Teva Pharmaceutical
Industries Limited (BB-/Negative), Mylan N.V. (BBB-/Negative) and
diversified companies, such as Novartis AG (AA-/Stable) and Pfizer
Inc. (A+/RWN), Nidda BondCo's business risk profile is affected by
the company's European focus. High financial leverage is a key
rating constraint, compared with international peers, and this is
reflected in the 'B' rating.

In terms of its size and product diversity, Nidda BondCo ranks
ahead of other highly speculative sector peers such as Financiere
Top Mendel SAS (Ceva Sante, B/Stable), IWH UK Finco Limited
(Theramex, B/Stable) and Cheplapharm Arzneimittel GmbH
(Cheplapharm, B+/Stable). Although geographically concentrated on
Europe, Nidda BondCo is nevertheless represented in developed and
emerging markets. This gives the company a commercial risk profile
of 'BB'. However, its high financial risk, with FFO adjusted gross
leverage projected above 8.0x in 2019-2020 with deleveraging
potential to 7.0x over the medium term, is more in line with
'B-'/'CCC' financial risk. This is similar to the 'B' IDR of Ceva
Sante with high leverage and deleveraging potential due to stable
and profitable operations with high intrinsic cash flow generation.
By contrast, smaller peers such as Theramex is less aggressively
leveraged at 5.0x-6.0x. However, it is exposed to higher product
concentration risks. Cheplapharm's IDR of 'B+' reflects contained
leverage metrics, strong operating profitability and FCF
generation, which neutralise somewhat lack of scale and higher
portfolio concentration risks.

KEY ASSUMPTIONS

  - Total sales growth of 3.5%-4%, as organic growth of 4%-5% is
offset 1%-2% by FX change, product mix and price/volume impact

  - EBITDA margin improving to Fitch-adjusted 25% by 2022 from
23.6% in 2018

  - Capex at 4%-4.5% of sales comprising 2%-3% of investments in
production capacity and 1%-1.5% in product development

  - M&A at around EUR100 million with focus on product in-licensing
and further product intellectual protection rights

  - Liability to non-controlling shareholders maintained at gross
EUR3.82 per share resulting in around a EUR15 million payment,
which Fitch classifies as preferred dividend

  - Stada's legacy debt (mainly an outstanding EUR267 million 1.75%
bond due 2022) to be repaid at maturity

Recovery Assumptions:

  - Nidda BondCo GmbH would be considered a going concern in
bankruptcy and be reorganised rather than liquidated. Moody's has
assumed a 10% administrative claim in the recovery analysis.

  - Moody's has maintained a discount of 30%, which Moody's has
applied to LTM EBITDA as of March 2019 of EUR560 million from which
Moody's has deducted EUR1.8 million of annual cost of capital
leases. This leads to a post-restructuring EBITDA of EUR391
million. This is the EBITDA level that would allow Nidda BondCo
GmbH to remain a going concern in the near-term.

  - Moody's has maintained a distressed enterprise value
(EV)/EBITDA multiple at 7.0x.

  - Fitch has assumed the company's revolving credit facility (RCF)
of EUR400 million to be fully drawn prior to distress; Moody's has
further assumed Stada's senior unsecured legacy debt, which is
structurally the most senior, will rank pari passu with the senior
secured acquisition debt, including the term loans and the senior
secured notes.

  - Senior notes will rank after the senior secured acquisition
debt.

These assumptions result in the following recovery rates:

  - Senior secured debt at 'RR3', representing good recovery
prospects and leading to the senior secured debt rating of
'B+'/'RR3'.

  - Senior debt at 'RR6', representing poor recovery prospects and
leading to the senior debt rating at 'CCC+'/'RR6'.


WEBER AUTOMOTIVE: Files for Insolvency Amid Restructuring Dispute
-----------------------------------------------------------------
Arno Schuetze and Alexander Huebner at Reuters report that German
engine block and cylinder head maker Weber Automotive has filed for
insolvency, following a spat between its family owners and French
private equity group Ardian about the right restructuring
strategy.

Finances have deteriorated despite solid orders, Weber Automotive
said in a statement on July 8 as it announced the filing, adding
that the owners lacked unity about future financing of the maker of
drivetrain components, Reuters relates.

According to Reuters, Ardian said that it was open to constructive
discussions regarding an appropriate liquidity injection into the
car parts maker, in which it bought a majority stake in 2016.

Ardian added that it has provided a high double-digit million euro
amount of equity since its investment in 2016, while existing
shareholders withdrew more capital from the company than they
injected, Reuters notes.

After a slide in Weber Automotive's 2018 earnings, the company
breached its debt covenants, Reuters recounts.




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I R E L A N D
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CARLYLE EURO 2019-2: S&P Assigns Prelim. B- Rating on E Notes
-------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to the class
A-1A to E European cash flow collateralized loan obligation (CLO)
notes issued by Carlyle Euro CLO 2019-2 DAC. At closing the issuer
will issue unrated subordinated notes.

The preliminary ratings reflect S&P's assessment of:

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

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

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

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

  -- The transaction's counterparty risks, which it expects to be
in line with S&P's counterparty rating framework.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments. The
portfolio's reinvestment period will end approximately four and
half years after closing.

S&P said, "We understand that at closing, the portfolio will be
well-diversified, primarily comprising broadly syndicated
speculative-grade senior secured term loans and senior secured
bonds. Therefore, we have conducted our credit and cash flow
analysis by applying our criteria for corporate cash flow
collateralized debt obligations.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.70%), the
reference weighted-average coupon (5.00%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

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

"Until the end of the reinvestment period on Feb. 15, 2024, the
collateral manager is allowed to substitute assets in the portfolio
for so long as our CDO Monitor test is maintained or improved in
relation to the initial ratings on the notes. This test looks at
the total amount of losses that the transaction can sustain as
established by the initial cash flows for each rating, and compares
that with the default potential of the current portfolio plus par
losses to date. As a result, until the end of the reinvestment
period, the collateral manager can, through trading, deteriorate
the transaction's current risk profile, as long as the initial
ratings are maintained.

"At closing, we expect that the transaction's documented
counterparty replacement and remedy mechanisms will adequately
mitigate its exposure to counterparty risk under our current
counterparty criteria.

"We expect the transaction's legal structure to be bankruptcy
remote, in line with our legal criteria.

"Our cash flow analysis also considers scenarios where the
underlying pool comprises 100% of floating-rate assets (i.e., the
fixed-rate bucket is 0%). In these scenarios we note that the class
E cushion is (0.2%). Based on the actual characteristics of the
portfolio and additional overlaying factors, including our
long-term corporate default rates and the class E notes' credit
enhancement (6.5%), this class is able to sustain a steady-state
scenario, where the current market level of stress and collateral
performance remains steady. Consequently, we have assigned our 'B-
(sf)' rating to the class E notes, in line with our criteria.

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

The transaction securitizes a portfolio of primarily senior secured
leveraged loans and bonds, and will be managed by CELF Advisors
LLP, a wholly owned subsidiary of Carlyle Investment Management
LLC, which is a Delaware limited liability company, indirectly
owned by The Carlyle Group L.P.

  Ratings List
  
  Carlyle Euro CLO 2019-2 DAC

  Class       Prelim. rating Prelim. amount
                                 (mil. EUR)
  A-1A       AAA (sf)           211.00
  A-1B       AAA (sf)            35.00
  A-2A       AA (sf)            22.00
  A-2B       AA (sf)            20.00
  B       A (sf)            30.00
  C       BBB (sf)            26.00
  D       BB- (sf)            20.00
  E       B- (sf)            10.00
  Sub notes   NR            34.70

  NR--Not rated.


DARTRY PARK: Fitch Raises Class E Debt Rating to Bsf
----------------------------------------------------
Fitch Ratings has upgraded four tranches of Dartry Park CLO DAC and
affirmed the rest. The transaction is a structured finance
collateralised loan obligation (SF CLO).

Dartry Park CLO DAC

Debt           Current Rating       Prior Rating
Class A-1A-R  LT AAAsf  Affirmed  previously at AAAsf
Class A-1B-R  LT AAAsf  Affirmed  previously at AAAsf
Class A-2A-R  LT AA+sf  Affirmed  previously at AA+sf
Class A-2B-R  LT AA+sf  Affirmed  previously at AA+sf
Class B-R     LT A+sf   Upgrade   previously at Asf
Class C-R     LT BBB+sf Upgrade   previously at BBBsf
Class D       LT BB+sf  Upgrade   previously at BBsf
Class E       LT Bsf    Upgrade   previously at B-sf

KEY RATING DRIVERS

End of Reinvestment Period

The upgrade is driven by the end of the reinvestment period, a
shorter tenor and the performance of the transaction being in line
with Fitch's expectations. Nevertheless the manager may still
reinvest unscheduled principal proceeds and proceeds from the sale
of credit risk and credit-improved obligations. The Fitch test
matrix was updated in February 2018, and the weighted average life
(WAL) of the transaction currently stands at 5.1 years.

'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'
range. The Fitch-weighted average rating factor of the current
portfolio is 32.13.

High Recovery Expectations

At least 90% of the portfolio comprises senior secured obligations.
Fitch views the recovery prospects for these assets as more
favourable than for second-lien, unsecured and mezzanine assets.
The Fitch-weighted average recovery rate of the current portfolio
is 65.05%.

Diversified Asset Portfolio

The top 10 obligors represent 14.93% of the portfolio. The
transaction also includes limits on maximum industry exposure based
on Fitch's industry definitions. The exposure to the three-largest
Fitch-defined industries in the portfolio is currently 38.36%,
below the maximum covenant of 40%.

Adverse Selection and Portfolio Management

The transaction is governed by collateral quality and portfolio
profile tests, which limit potential adverse selection by the
manager. These limitations are based, among others, on Fitch's
ratings and Recovery Ratings.

Cash Flow Analysis

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

Interest Rate Exposure

Between 0% and 10% of the portfolio can be invested in fixed-rate
assets, while fixed-rate liabilities account for 4.27% of target
par at closing. The transaction is thus partially hedged against
rising interest rates.


FINANCE IRELAND 1: Moody's Rates EUR5.8MM Class E Notes '(P)B3'
---------------------------------------------------------------
Moody's Investors Service assigned provisional ratings to Notes to
be issued by Finance Ireland RMBS No. 1 DAC:

EUR[245,200,000] Class A Mortgage Backed Floating Rate Notes due
June 2058, Assigned (P)Aaa (sf)

EUR[15,900,000] Class B Mortgage Backed Floating Rate Notes due
June 2058, Assigned (P)Aa2 (sf)

EUR[8,700,000] Class C Mortgage Backed Floating Rate Notes due June
2058, Assigned (P)A3 (sf)

EUR[7,900,000] Class D Mortgage Backed Floating Rate Notes due June
2058, Assigned (P)Baa3 (sf)

EUR[5,800,000] Class E Mortgage Backed Floating Rate Notes due June
2058, Assigned (P)B3 (sf)

Moody's has not assigned ratings to the EUR [6,733,000] Class Z
Mortgage Backed Fixed Rate Notes due June 2058, the EUR [5,000]
Class Y Mortgage Backed Notes due June 2058, EUR [] Class X
Mortgage Backed Notes due June 2058, the EUR [10,000] Class R1
Mortgage Backed Notes due June 2058 and the EUR [10,000] Class R2
Mortgage Backed Notes due June 2058.

RATINGS RATIONALE

The Notes are backed by a static pool of Irish residential mortgage
loans originated by Finance Ireland Credit Solutions Designated
Activity Company ("Finance Ireland", not rated) and Pepper Finance
Corporation (Ireland) Designated Activity Company ("Pepper", not
rated). This represents the first RMBS issuance from Finance
Ireland.

Finance Ireland is acting as originator, retention holder,
servicing advisor and legal title holder in this transaction and
was established in September 2014. Initially established as a
private limited company, it was re-registered in June 2016 as a
designated activity company. The entire issued share capital of
Finance Ireland is comprised of two ordinary shares owned by
Finance Ireland Limited. Finance Ireland provides lending for
commercial mortgages, auto finance, SME leasing and agri finance.
Finance Ireland expanded its lending activities in 2018 through the
establishment of a new residential mortgage lending division. As
part of its acquisition of Pepper's mortgage distribution platform
in December 2018, Finance Ireland also acquired all mortgages
originated by Pepper to date. Finance Ireland holds the legal title
to all mortgage loans it has acquired from Pepper and acts as the
lender of record in relation to the loans originated by it as well
as to those loans acquired from Pepper.

The portfolio of assets amount to approximately EUR [290] million
as of the May 2019 pool cut-off date. [80.6]% of the loans in the
pool were originated by Pepper and [19.4]% by Finance Ireland. The
Reserve Fund will be funded to [1.5]% of the Class A, B, C, D and E
Notes balance at closing and is separated into two components: (a)
the Class A Liquidity Reserve Fund [1.5]% of the Class A Notes; and
(b) the General Reserve Fund equal to [1.5]% of the Class A, B, C,
D and E note balance reduced by the Class A Liquidity Reserve Fund.
The total credit enhancement for the Class A Notes will be
[15.5]%.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

Operational Risk Analysis: Pepper (not rated) is acting as
servicer. In order to mitigate the operational risk, there will be
a back-up servicer facilitator, Intertrust Management Ireland
Limited (not rated) and an independent cash manager U.S. Bank
Global Corporate Trust Limied. In addition, to ensure payment
continuity over the transaction's lifetime, the transaction
documents incorporate estimation language whereby the cash manager
can use the three most recent available servicer reports to
determine the cash allocation in case no servicer report is
available.

Interest Rate Risk Analysis: The transaction benefits from a fixed
floating swap provided by BofA Securities Europe S.A. ("BofASE",
not rated), a wholly owned, indirect subsidiary of Bank of America
Corporation (A2). Bank of America Corporation will act as swap
guarantor obliged to carry out the payment obligation under the
swap to the issuer in the event BofASE is not around. However, the
guarantee does not cover the obligation to post collateral
following the breach of the collateral trigger (set at A3) or to
find a replacement following the breach of the transfer trigger
(set at Baa1). Under the swap agreement the issuer will pay a fixed
swap rate and receives in return EURIBOR from the swap
counterparty. The notional of the swap is not balanced guaranteed
but instead follows a pre-defined schedule. The schedule is based
on the total balance of the fixed rate loans in the pool at closing
and assumes a 0% pre-payment rate and 0% default rate. Further, the
schedule incorporates Finance Ireland's expectation that 50% of the
fixed rate loans at closing will, instead of reverting to the
floating rate, switch into a new fixed rate product. Under certain
scenario, this may result in the swap notional being lower than the
fixed portion in the pool which may result in additional costs to
the issuer. In mitigation, these product switches are limited
through the product switch conditions and are only allowed, amongst
others, up to the step up date and if there is no PDL on the Class
A, B, C, D, E or Z Notes. In addition, if a loan extends their
fixed rate period the new fixed rate period can not be longer than
three years with the new fixed rate required to be at least the
then applicable mid-swap rate plus [2.00]%.

Moody's determined the portfolio lifetime expected loss of [4.0]%
and MILAN credit enhancement of [15.5]% related to borrower
receivables. The expected loss captures its expectations of
performance considering the current economic outlook, while the
MILAN CE captures the loss Moody's expects the portfolio to suffer
in the event of a severe recession scenario. Expected defaults and
MILAN CE are parameters used by Moody's to calibrate its lognormal
portfolio loss distribution curve and to associate a probability
with each potential future loss scenario in the ABSROM cash flow
model to rate RMBS transactions.

Portfolio expected loss of [4.0]%: This is lower than the Irish
RMBS sector and is based on Moody's assessment of the lifetime loss
expectation for the pool taking into account: (i) the collateral
performance of the loans originated by Finance Ireland and Pepper
to date; (ii) all loans in the pool were originated in recent years
under a stricter regulatory environment. Therefore, the
underwriting standards applied to the loans in the pool are more
prudent compared to that seen in legacy portfolios; (iii) the
current macroeconomic environment in Ireland; (iv) the stable
outlook that Moody's has on Irish RMBS; and (v) benchmarking with
other comparable Irish RMBS transactions.

MILAN CE of [15.5]%: This is lower the Irish RMBS sector average
and follows Moody's assessment of the loan-by-loan information
taking into account the following key drivers: (i) the collateral
performance of the loans to date; (ii) the weighted average current
loan-to-value of [67]% which is in line with the sector average;
(iii) all loans in the pool were originated in recent years under a
stricter regulatory environment. Therefore, the underwriting
standards applied to the loans in the pool are more prudent
compared to that seen in legacy portfolios; (iii) potential drift
in asset quality through product switches and further advances; and
(iv) benchmarking with other comparable Irish RMBS transactions.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
June 2019.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Factors that may cause an upgrade of the ratings of the Notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of: (a) servicing or cash management interruptions; and (b) the
risk of increased swap linkage due to a downgrade of a currency
swap counterparty ratings; and (ii) economic conditions being worse
than forecast resulting in higher arrears and losses.


SHAMROCK RESIDENTIAL 2019-1: S&P Assigns B- Rating on G Notes
-------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Shamrock
Residential 2019-1 DAC's (Shamrock 2019-1) class A, B-Dfrd, C-Dfrd,
D-Dfrd, E-Dfrd, F-Dfrd, and G-Dfrd notes. At closing, Shamrock
2019-1 also issued unrated class Z1-Dfrd, Z2-Dfrd, RFN, and X
notes.

S&P said, "In our analysis of the class C-Dfrd, D-Dfrd, and E-Dfrd
notes we have considered the high share of restructuring
agreements, the pool's interest-only exposure, the sensitivity of
those classes of notes to tail-end risks, and their relative
position in the capital structure. Under our credit and cash flow
analysis, the class C-Dfrd, D-Dfrd, and E-Dfrd notes could
withstand our stresses at higher rating levels that those we have
assigned, however the abovementioned factors constrained our
ratings.

"We have received loan level data as of the May 31, 2019 cut-off
date. The pool of EUR331,685,281 comprises 1,698 loan parts
originated by Bank of Scotland (Ireland) Ltd. (33.7%), Start
Mortgages DAC (16.6%), Irish Nationwide Building Society (47.2%),
and Nua Mortgages Ltd. (2.6%). The assets are first-ranking
owner-occupied and buy-to-let mortgage loans secured against
properties in Ireland. The portion of the portfolio originated by
Start Mortgages and Nua Mortgages comprises nonconforming loans.

"We have also received historical arrears performance data for the
loans in the portfolio since 2014, details of all restructurings in
the portfolio since 2009, and payment rate data since 2013. The
quality of data provided is in line with our standards."

KPMG audited the pools, and the scope and results were worse than
S&P typically see in the Irish market but still within S&P's
permitted range. S&P has accounted for this through a pool-level
adjustment.

  Ratings List

  Shamrock Residential 2019-1 DAC

   Class       Rating       Amount
                          (mil. EUR)
  A           AAA (sf)       192.00
  B-Dfrd      AA (sf)         34.80
  C-Dfrd      A+ (sf)         19.90
  D-Dfrd      BBB+ (sf)       23.20
  E-Dfrd      BB (sf)         20.70
  F-Dfrd      B (sf)          13.30
  G-Dfrd      B- (sf)         7.80
  RFN         NR              6.63
  Z1-Dfrd     NR              12.50
  Z2-Dfrd     NR               7.48
  X           NR               2.00

  Dfrd--Deferrable.
  NR--Not rated.



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

AUTOFLORENCE SRL 1: S&P Assigns Prelim. B Rating on Cl. E Notes
---------------------------------------------------------------
S&P Global Ratings has assigned its preliminary credit ratings to
Autoflorence 1 s.r.l.'s auto asset-backed floating-rate class A, B,
C, D Dfrd, and E Dfrd notes. At closing, Autoflorence 1 will also
issue an unrated subordinated class F.

The collateral in Autoflorence 1 will comprise unsecured auto loan
receivables that Findomestic S.p.A. originated and granted to its
private customers. This transaction will be Findomestic's first
public auto asset-backed securities (ABS) securitization in Italy.

S&P's preliminary ratings reflect its assessment of the
transaction's payment structure under the transaction documents.
The transaction is revolving for 12 months. The preliminary ratings
on the class A, B, and C notes are based on timely payment of
interest, while the preliminary ratings on classes D and E are
based on ultimate payment of interest.

The transaction features a principal deficiency ledger (PDL). The
PDL is divided into six sub-ledgers from class A to class F PDL
sub-ledgers. In addition, the transaction features two
fixed-to-floating interest rate swap agreements, which in S&P's
opinion will mitigate the risk of potential interest rate
mismatches between the fixed-rate assets and floating-rate
liabilities.

S&P said, "Our analysis indicates that Autoflorence 1's available
credit enhancement is sufficient to withstand losses that are
commensurate with the relevant preliminary rating levels.

"Our preliminary ratings on this transaction are constrained by the
application of our sovereign risk criteria for structured finance
transactions and our counterparty risk criteria. Our operational
risk criteria do not cap this transaction.

"Our analysis also reflects the ability of the servicer
(Findomestic) to fulfill its role in the transaction, and the
transaction's cash flow mechanics, assuming various stress
scenarios."

Operational Risk

S&P said, "We consider that Findomestic's origination policies and
its ability to fulfill its role as servicer under the transaction
documents are in line with market standards and are adequate to
support the preliminary ratings assigned. We have also considered
that Findomestic is a top player in the Italian consumer loan
market and has extensive experience as servicer. We have rated
different transactions in the past for which Findomestic was the
originator and servicer. Our structured finance operational risk
criteria do not constrain the maximum potential rating assignable
to the transaction."

Economic Outlook

S&P said, "In our base-case scenario, we forecast that Italy will
record GDP growth of 0.1% in 2019 and 0.6% in 2020 and 2021,
compared with 1.5% in 2018. At the same time, we expect the
unemployment rate to remain stable at 3.3% until 2021, compared
with 3.4% in 2018. In our view, changes in GDP growth and the
unemployment rate largely determine portfolio performance. We have
considered our macroeconomic outlook when sizing our base-case
assumptions."

Credit Risk

S&P said, "We have analyzed credit risk under our European auto
loan criteria, using historical loss data from the originator's
loan book.

"We analyzed the performance data provided by the originator at the
subpool level, split by new cars, used cars, and other vehicles. We
have reviewed historical performance measures such as gross losses
and recovery rates, taking into account macroeconomic and industry
trends. Based on the preliminary pool composition, we expect to see
about 4.16% gross losses in the securitized pool and a recovery
rate of 12%. We have sized the applicable stresses at the 'AA'
rating level at a 3.5x multiple, 2.5x at 'A', 1.75x at 'BBB', and
1.25x at 'B'.

"We have not considered balloon risk as part of our analysis
because loans with balloon payments are not eligible to be
securitized."

Cash Flow Analysis

S&P said, "Our preliminary ratings on the classes of notes reflect
our assessment of the transaction's structural features under the
transaction documents. The notes pay down pro rata unless the
transaction hits sequential trigger. We have tested the structure
to assess the impact of different amortization of the notes. There
is a liquidity reserve fund, which provides only liquidity support
to class A, B, and C. Principal proceeds can also be used for
curing interest shortfalls for class A, B, and C."

Sovereign Risk

S&P said, "The application of our criteria for structured finance
ratings above the sovereign caps the preliminary ratings on this
transaction. The class A notes could achieve 'AAA', but the
preliminary rating is capped at six notches above the 'AA (sf)'
rating on Italy. According to our criteria, in order to benefit
from an uplift over the rating on the sovereign, a class needs to
withstand the stresses we apply at a 'A' level. The class D-dfrd
notes could not withstand those stresses, and therefore the
preliminary rating on this class is capped at 'BBB'."

Counterparty Risk

S&P said, "The transaction is exposed to BNP Paribas Securities
Services, Milan branch, as the bank account provider and BNP
Paribas S.A. as guarantor of the swap counterparty and of the
set-off reserve provider. We expect that the replacement mechanisms
implemented in the transaction documents will adequately mitigate
the counterparty risks to which the transaction is exposed. We will
analyze the counterparty risks by applying our current counterparty
criteria."

Legal Risk

S&P said, "We consider the issuer to be a bankruptcy-remote entity,
in line with our legal criteria.

"We believe the transaction may be exposed to set-off risk and
commingling risk. We expect set-off risk to be mitigated through
several features, including a set-off reserve that will be put in
place upon BNP Paribas being downgraded below 'BBB' or upon
insolvency of Findomestic. We have addressed commingling risk by
sizing it and applying a loss in our cash flow model.

"We anticipate that the legal opinion at closing will likely
confirm that the sale of the assets would survive the seller's
insolvency."

Credit Stability

S&P said, "In line with our approach to scenario analysis, we have
run two scenarios to test the stability of the assigned preliminary
ratings. The results show that under moderate stress conditions,
the preliminary ratings would not suffer more than the maximum
projected deterioration that we would associate with each
preliminary rating level in the one-year horizon, as contemplated
in our credit stability criteria."

Ratings List

  Autoflorence 1 S.r.l.

  Class     Prelim. Rating   Prelim. amount
                              (mil. EUR)
  A         AA (sf)           425.00
  B         AA (sf)            20.00
  C         A (sf)             15.00
  D Dfrd    BBB (sf)           12.50
  E Dfrd    B (sf)             10.00
  F         NR                 17.50

  NR--Not rated.




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

KAZAKHSTAN ENGINEERING: Fitch Affirms BB+ LT IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed JSC National Company Kazakhstan
Engineering's Long-Term Issuer Default Rating at 'BB+' with a
Stable Outlook.

KE is a wholly-owned subsidiary of the Republic of Kazakhstan
(BBB/Stable) and is involved in the production and sale of
defence-related products as well as civil products. It is rated two
notches below the Kazakh sovereign. The notching reflects the
assessment of the link between the company and the state and KE's
Standalone Credit Profile. Moody's continues to view the status,
ownership and control links as very strong. Moody's also deems
track record of support and socio-political implications of a
default as strong, while Moody's views the financial implication of
KE's potential default as moderate.

KEY RATING DRIVERS

Strong Links with State: Moody's rates KE using a top-down
approach, two notches below Kazakhstan, applying its
Government-Related Entities Criteria. Fitch views the status,
ownership and control linkage of KE with the sovereign as very
strong due to the company's status and full state ownership, as
well as strategic control by the government. KE's links to the
government became closer in mid-2018, as KE is now directly owned.
KE is an essential branch of the reorganised Ministry of Digital
Development, Defence and Aerospace Industry of the Republic of
Kazakhstan. Proven state support includes equity injections to
finance capex and shareholder loans on favourable terms.

Moody's views the socio-political implications of a KE default as
strong. As the sole operator of government contracts for defence it
would be difficult to substitute the company in the short to medium
term. Financial implications are considered as moderate taking into
account the small size of the company. As the company is fully
controlled by the government, a potential default of KE would have
a negative reputational impact on the state.

Weak SCP: KE's rating continues to be low non-investment grade on a
standalone basis due to its limited business profile, negative free
cash-flow (FCF) generation, high leverage with FFO adjusted gross
leverage over 6.0x over the forecast horizon and weak liquidity
position. KE continues to rely on equity injections from the state
for its capex needs, as FFO and FCF generation are minimal or
negative.

Sole Operator for Government Contracts: KE is the sole operator for
the state's defence contracts. The company operates with the
government under a defined margin which is relatively small,
however special status of the company indicates the importance of
the company to the state.

Weak Financial Profile: KE's financial profile is vulnerable with
weak underlying profitability, negative FCF generation, volatile
working capital swings and material investment needs. The ongoing
material capex programme will further erode the company's FCF and
will be partly financed via funds received from the government in
forms of equity injections.

Sale of Non-Core Assets: KE still has a strategy to privatise some
non-core assets to repay part of its local debt, although this has
been delayed several times. In line with its strategy, the company
will remain a minor shareholder in privatised assets, which should
provide the company with dividends from those entities.

FX Exposure: The company faces FX mismatch as in 2019 the share of
imports will increase and could reach about 35% of total costs.
While all debt is tenge-denominated, linkage of material part of
costs to other currencies could erode the company's profitability
in the event of sharp depreciation of the local currency.
Nevertheless, taking into account the company's special status
Moody's expects ongoing support from the government, enabling the
company to cover potential FX losses.

DERIVATION SUMMARY

KE's ratings are based on Fitch's Government-Related Entities
criteria and are notched down twice from the ratings of the
ultimate parent, the Republic of Kazakhstan. The notching reflects
the support KE receives from the state in the form of orders,
equity injections and loans, which demonstrate the company's
importance to the state and its strong links with the sovereign.

Most other Kazakh companies whose ratings incorporate state support
and are notched down from the rating of the sovereign, such as JSC
National Company KazMunayGas (BBB-/Stable) or Kazakhstan
Electricity Grid Operating Company (KEGOC; BBB-/Stable), are rated
closer to the parent as their SCPs are considered better than that
of KE. JSC Samruk-Energy (BB/Stable) is rated three notches below
the sovereign indicating its lower socio-political implications
versus KE and other peers.

SCP of KE is considered as 'b-', which is close to the SCP of
Samruk-Energy, but worse than of KazMunayGas (bb-) and KEGOC
(bb+).


KEY ASSUMPTIONS

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

  - No change in support provided to KE by the government

  - Expected flat revenue growth in 2019. Due to planned sale of
non-core assets starting 2020 Moody's expects a material decrease
in revenue

  - EBITDA margin to improve to mid-single-digits from low
single-digits over the medium term due to cost-cutting initiatives
and increased government spending on defence

  - Material capex in 2019 at around KZT6 billion due to
modernisation of plants; further capex is conservatively indicated
as 1%-3% of revenue

RATING SENSITIVITIES

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

  - Positive rating action on the sovereign

  - Strengthening of support, such as a provision of written
guarantees for KE's debt from the Kazakhstan Ministry of Finance,
which would probably lead to closer rating linkage

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

  - Negative rating action on the sovereign

  - A weakening of support, such as a reduction in the state's
shareholding in KE, waning commitment to and support of the
company's projects, or an unfavourable change in the treatment by
the state of KE relative to other state-owned companies, which
could lead to a widening of the rating gap between Kazakhstan and
KE.

Republic of Kazakhstan

The main factors that could, individually or collectively, trigger
positive rating action, are:

  - Improved governance indicators and strengthening of the policy
mix, to be more closely aligned with 'BBB' rated peers.

  - Sustainable improvement in the health of the banking sector.

  -Improvement in the economy's and public finances' resilience to
commodity price shocks.

The main factors that could, individually or collectively, trigger
negative rating action, are:

  - Policies that widen the fiscal deficit or undermine monetary
policy credibility.

  - Materialisation of additional significant contingent
liabilities from the banking sector on the public sector balance
sheet

LIQUIDITY AND DEBT STRUCTURE

Tight Liquidity: Fitch-defined readily available cash of about KZT7
billion as at end-2018 was not sufficient to cover short-term debt
repayment in 2019 of KZT15 billion. Together with expected negative
FCF generation in 2019, the company's cash position will not cover
liquidity needs. Fitch believes that the company will further rely
on refinancing and support from the shareholder. The majority of
the group's debt is attributed to JSC Halyk Bank (BB/Positive).

If the company successfully places a KZT15 billion bond with a
five- or seven-year term its debt maturity profile will be
significantly improved and support the liquidity position.




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

SUNSHINE LUXEMBOURG VII: Fitch Corrects July 4 Press Release
------------------------------------------------------------
Fitch Ratings replaced a ratings release on Sunshine Luxembourg VII
S.a.r.l. published on July 4, 2019 to correct the name of the
obligor for the bonds.

The amended ratings release is as follows:

Fitch Ratings has assigned Sunshine Luxembourg VII S.a.r.l, the
vehicle in the process of acquiring Galderma, Nestle Skin Health
Division for CHF10.2 billion, a first-time expected Long-Term
Issuer Default Rating of 'B(EXP)' with a Stable Outlook. Fitch has
also assigned a senior secured rating of 'B+(EXP)'/'RR3' to senior
secured debt instruments to be issued by Sunshine Luxembourg VII
S.a.r.l.

The rating reflects Galderma's diversified portfolio of
prescription drugs and personal care products, mostly characterised
by a medical profile and overall benefiting from good growth
prospects, contrasted against initially weak financial credit
metrics and some moderate execution risks in prescription drugs and
consumer products following the successful profitability turnaround
delivered by management over 2016-2018.

The assignment of final ratings is subject to transaction execution
terms materially conforming to the draft terms, and completion of
the carve-out from Nestle, expected by end-2019.

KEY RATING DRIVERS

Consumer Products Characteristics Prevail: Fitch views the issuer
predominantly as a consumer products company in light of the
dominance of the branding and distribution capability elements as
critical success factors for a large proportion of Galderma's
portfolio, as well as the lower R&D risks or downward pricing
pressure compared with pharma companies. As a mid-sized personal
care and consumer healthcare industry player, Galderma has good
profitability, exposure to strong growth categories and a
quasi-duopoly reference market for its aesthetics business.
Additionally, the association of its products with
pharmaceutical/medical use supports the pricing power of its
products as well as customer loyalty.

Diversified Sales Channels, Products: The diversified nature of
Galderma's product portfolio, spanning aesthetic treatments mainly
administered by doctors and sold through clinics, consumer products
sold both at retailers and directly to consumers, and prescription
pharmaceutical products sold by pharmacies, means the company is
less vulnerable to customer concentration and downward pricing
pressure compared with other consumer goods companies. Moreover,
the company's good degree of product diversification is a credit
positive, with the strength of its aesthetics business and of the
Cetaphil brand mitigating the weaknesses and execution risks
embedded in some of the other products.

The business benefits from moderate geographic diversification
beyond the US, which accounts for 50% of its sales, in the EU and
some emerging markets, namely Brazil, China and the Gulf
countries.

Stable Underlying Cash Flow: Fitch projects that in the first year
post-carve out of 2020 free cash flow (FCF) will be negative by
approximately CHF75 million due to one-off P&L costs and capex
necessary to build a self-standing organisation from Nestle. The
expected revenue decline in the Prescription division in 2022 due
to loss of exclusivity should also lead to a large working capital
outflow in the year. Excluding these one off events, Fitch expects
the company to generate sustainable annual FCF of around CHF70
million-CHF80 million thanks to a healthy EBITDA margin and modest
capex requirements. FCF has scope to significantly increase in 2023
in the event of success of the company's pharmaceutical
prescription business pipeline.

Materially High Leverage: The transaction brings the company's
opening financial leverage for 2020 to a level of funds from
operations (FFO) to adjusted debt of approximately 10.5x. This
leverage is not consistent with the rating but Fitch assumes that
the success of management's strategy, coupled with FCF generation,
should enable Galderma to reduce it to or below 8.5x by 2022. This
corresponds to net debt to EBITDA of approximately 7.0x, which
Fitch understands is higher than management's maximum target
leverage. FFO fixed charge cover is also considered weak for the
rating at approximately 1.5x-2.0x over 2020-2022.

Moderate Execution Risks: Sales at the company's acne treatment
subscription-based Pro-activ business have been in continued
decline over the past decade and the unit was loss-making in 2018.
While a new marketing strategy was launched earlier in 2019, Fitch
expects challenges in returning this business to sustainable
growth. Therefore, Fitch conservatively does not assume profit
contribution from this business, which accounts for approximately
10% of consolidated group sales.

Additionally, the company's prescription business should see a
contraction of revenues by approximately CHF100 million-CHF150
million in 2022 when one of its products will go off patent while
the company's more promising prescription pipeline products have
not yet gone through Stage III phase, only targeted to contribute
to revenues from 2023. Finally, Fitch is more conservative than
management in its assumptions for marketing spending on the
promising global roll-out and brand extension strategy for the
Cetaphil skincare brand.

Successful Turnaround by Management: Management delivered a very
successful turnaround in terms of profitability between 2016 and
2018 including the restructuring of the R&D function and factory
closures, leading to a reduction of the cost base by CHF160
million. The company's EBITDA margin reached a good level of 19.1%
(Fitch adjusted calculation) in 2018 compared with around 15% in
2016. These profitability levels are aligned with other fast-moving
consumer goods companies, albeit lower than industry leading
players in personal care due to comparatively lower scale and the
dilutive effect of loss-making Pro-Activ.

DERIVATION SUMMARY

Fitch rates Galderma according to its global rating navigator
framework for consumer companies. Under this framework, which
recognises that the group's operations are driven by marketing
investments, a well-established and diversified distribution
network and moderate importance of R&D-led innovation capability,
the prescription business benefits the consolidated business
profile offering diversification by product and geography, with
good exposure to mature markets.

Compared with more global industry participants, such as Johnson &
Johnson (AAA/Stable) and Unilever PLC (A/Stable), Galderma's
business risk profile is influenced by the company's smaller scale
and diversification. This is also the case when benchmarking
Galderma against its most relevant pharma peer, Allergan
(BBB-/Stable). Nevertheless, high financial leverage is the key
constraint on the rating, compared with international global peers
across both consumer and pharma sectors.

Relative to personal care peer Avon Products (B+/RWP), Galderma has
lower revenues, notably lower EBITDA margins as well as
significantly higher leverage but a more robust business model.
Other comparable peers in the broad food and consumer sectors
include 'B+' rated International Design Group and Sigma HoldCo,
both displaying lower leverage and better FFO fixed charge cover
while Sigma HoldCo enjoys stronger FCF generation capability. Fitch
also compares Galderma with 'B' rated Premier Foods plc, which
suffers from a stagnation of revenues and limited scope for profit
growth, as well as lower FCF and EBITDA margin and a less
diversified geographic profile of its sales compared with Galderma.
However, Premier's leverage is significantly lower at around 6.0x.

Compared with pharma company Nidda Bondco GmbH (Stada (B/Stable) a
producer of generic pharmaceuticals with comparable, current levels
of leverage (around 10x), Fitch considers Stada's business model
anchored in the 'BB' category, offsetting aggressive levels of
leverage. Additionally, Stada demonstrates deleveraging potential
through organic means as well as the FCF margin trending above 5%
over the rating horizon. Fitch considers both Galderma and Stada as
weak 'B' ratings due to their elevated leverage but see scope for
strengthening in their credit profiles.

KEY ASSUMPTIONS

Fitch's key assumptions within its rating case for the issuer
include:

   - Mid single digit annual revenue growth (5.5%) from existing
and pipeline products;

   - Fitch adjusted EBITDA margin gradually improving towards
around 21% (17.3% expected in 2019);

   - Predominantly a neutral working capital cash flows with the
exception of 2021 when Fitch assumes a significant cash out flow of
CHF114 million (consistent with management's envisaged loss of
revenue in the prescriptions business);

   - Capital expenditure of around 4% of revenues;

   - Second Lien US dollar and euro tranches priced at a margin of
750bp over respective reference rates;

   - RCF to be drawn by a maximum of CHF100 million at any point in
time, with the facility cleaned down by the end of the rating
horizon (2023);

   - No dividends expected to be paid;

   - PIK Note (CHF250 million) treated as equity

Key Recovery Assumptions

   - The recovery analysis assumes that Galderma would be
restructured as a going concern rather than liquidated in a
hypothetical event of default;

   - Galderma's post-reorganisation, going-concern EBITDA reflects
Fitch's view of a sustainable EBITDA that is 15% below the 2019
Fitch forecast EBITDA of EUR517 million, at around CHF440 million.
In this scenario, the stress on EBITDA would most likely result
from operational issues likely perpetuated by lower growth and
weaker margin expansion than currently envisaged in the aesthetics
and consumer divisions;

   - Fitch applies a distressed EV/EBITDA multiple of 6.0x to
calculate a going-concern enterprise value;

   - Fitch assumes a 10% administrative claim deducted from the
going-concern enterprise value;

   - Senior secured debt includes the RCF fully drawn (CHF500
million), US dollar and euro TLBs for CHF2,470 million and CHF1,075
million equivalent, respectively.




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

IGNITION TOPCO: S&P Affirms 'B' ICR on Refinancing, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings affirms its 'B' long-term ratings on Ignition
Topco BV, IGM Resins' parent, and on the first-lien senior secured
debt.

S&P said, "We acknowledge IGM's strong performance since July 2018,
with EBITDA for the 12 months ended May 31, 2019, exceeding EUR60
million, over 20% higher than one year earlier, and accompanied by
solid FOCF generation. As a result, the group has deleveraged
faster than we expected, with S&P Global-adjusted debt to EBITDA
reducing to about 5.2x as of May-2019 (estimate based on
preliminary figures provided by the company) and approaching 5.0x
in 2019 in our base case. This indicates increased headroom under
the current rating, compared with our previous expectation of 6.1x
at end-2018 and 5.7x-5.9x in 2019 and the 5x-6x level we mark as
commensurate with the 'B' rating.

"We expect IGM will continue to increase its topline, sustain its
adjusted EBITDA margin above 20%, and generate positive free cash
flow. On a pro-forma basis, revenue rose by 7% to above EUR270
million in the 12 months to end-May 2019 from EUR252 million in
2017. This was primarily driven by double-digit growth in
high-value specialty photo-initiators (PI), which also contributes
to an improving product mix, in line with the group's strategy to
focus on higher-value products and shift away from lower-value
commodities. We expect topline growth to remain solid in the medium
to long term, supported by continued market growth due to better
performance and environmental properties of UV curing products
versus traditional coatings as well as a good pipeline of new
product launches planned for 2019-2020.

"We anticipate that the group's adjusted EBITDA margins will
strengthen to about 22.5%-23.0% in 2019, which we expect to be
sustainable (versus our previous expectation of about 20%). This is
mainly driven by cost-savings from the ongoing re-insourcing of
production after the acquisition of BASF PI assets, and improving
product mix with a higher share of sales generated from high-value
specialty PI products."

FOCF generation will remain solid, supported by sustained high
margins and reinforced working capital management. However, cash
FOCF will weaken to EUR10 million-EUR15 million in 2019-2020 from
above EUR20 million in the 12 months to end-May 2019 due to more
than doubled growth capital expenditures (capex) for a greenfield
production site in China, which will contribute to higher revenue
growth from 2020-2021.

However, private equity ownership constrains IGM's financial risk
profile, which could result in more aggressive financial policies,
notably in terms of leverage tolerance and incentives to maximize
shareholder returns. S&P understands that there is no explicit
commitment from the private equity owner to maintain the leverage
sustainably below 5x adjusted debt to EBITDA.

S&P said, "IGM's business risk profile reflects the group's
relatively small size, with our forecast of adjusted EBITDA of
greater than EUR60 million in 2019. We also note a relatively
narrow product focus, with PI products accounting for the majority
of sales and gross profit. This is somewhat mitigated by IGM's
global leading position in the high-growth, but small niche market
of UV curing materials, its strong technology capability with a
large patent portfolio covering over 100 active patent families,
long-term relationships with a diversified customer base and a very
strong adjusted EBITDA margin of about 23% in 2019 and 2020.

"The stable outlook reflects our expectation that IGM will continue
to increase EBITDA, sustain its adjusted EBITDA margin above 20%,
and generate positive FOCF. This should facilitate continuous
deleveraging, with adjusted debt to EBITDA approaching 5x in 2019,
before improving further to below 5x from 2020. This indicates
widening headroom under the current rating.

"A strong commitment from the private equity sponsor to maintain
leverage at a level commensurate with a higher rating would be
important in any upgrade considerations. We could raise the rating
if the group demonstrated a track record of revenue growth above
the market average, and sustained its adjusted EBITDA margin above
20%. This should result in adjusted debt to EBITDA sustainably
below 5x and FFO to debt consistently above 12%.

"We could lower the rating if leverage increased as a result of a
prolonged weakening of the group's EBITDA due to a severe downturn
across its main markets, loss of key customers, or other
significant operational issues. Under our base-case scenario, this
would lead to adjusted debt to EBITDA deteriorating to more than
6.0x, EBITDA interest coverage below 3.0x, or FOCF turning negative
without prospects of a swift recovery. We could lower the rating in
the event of material deterioration in liquidity, a large
debt-funded acquisition, or a significant dividend payment, which
would signal a change to the financial policy as we currently
understand it."


NORTH WESTERLY 2013: Fitch Affirms BBsf Rating on Class E-R Debt
----------------------------------------------------------------
Fitch Ratings has affirmed all tranches of North Westerly CLO IV
2013 B. The transaction is a structured finance collateralised loan
obligation.

North Westerly CLO IV 2013 B.V.

Debt         Current Rating       Prior Rating
Class A-1-R  LT AAAsf Affirmed;  previously at AAAsf
Class A-2-R  LT AAAsf Affirmed;  previously at AAAsf
Class B-1-R  LT AA+sf Affirmed;  previously at AA+sf
Class B-2-R  LT AA+sf Affirmed;  previously at AA+sf
Class C-R    LT A+sf  Affirmed;  previously at A+sf
Class D-R    LT BBBsf Affirmed;  previously at BBBsf
Class E-R    LT BBsf  Affirmed;  previously at BBsf

KEY RATING DRIVERS

Shorter Transaction Tenor

The affirmation is driven by the shorter tenor and the performance
of the transaction being in line with Fitch's expectations as
credit enhancement is gradually building through amortisation.
Nevertheless the manager may still reinvest unscheduled principal
proceeds. The weighted average life (WAL) of the transaction has
been extended twice by the manager and currently stands at 4.62
years.

'B+'/'B' Portfolio Credit Quality

Fitch places the average credit quality of obligors in the 'B'
range. The Fitch-weighted average rating factor of the current
portfolio is 31.69.

High Recovery Expectations

Senior secured obligations represent 96.1% of the portfolio. Fitch
views the recovery prospects for these assets as more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-weighted average recovery rate of the current portfolio is
67.83%, above the minimum covenant of 62.3%.

Diversified Asset Portfolio

The top 10 obligors represent 21.84% of the portfolio. The
transaction also includes limits on maximum industry exposure based
on Fitch's industry definitions. The exposure to the three-largest
Fitch industries in the portfolio is currently 35.42%, below the
maximum covenant of 41%.

Adverse Selection and Portfolio Management

The transaction is governed by collateral quality and portfolio
profile tests, which limit potential adverse selection by the
manager. These limitations are based, among others, on Fitch
ratings and Recovery Ratings.

Cash Flow Analysis

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

Interest Rate Exposure

Fixed-rate liabilities represent 8.67% of the target par, while
fixed-rate assets represent 2.73% of the portfolio (with a covenant
at 10%). The transaction is therefore partially hedged against
rising interest rates.




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

BANK OTKRITIE: Former Owners Face US$1.3BB Lawsuit Over Collapse
----------------------------------------------------------------
Max Seddon at The Financial Times reports that the former owners of
Otkritie, once Russia's largest privately owned bank by assets,
have been hit with a US$1.3 billion lawsuit to cover losses
incurred by the country's central bank in rescuing it from
collapse.

The central bank filed the RUR290 billion claim in a Moscow court
last week against Otkritie's founder, Vadim Belyaev, four former
senior executives and the holding company that owned a controlling
stake in the bank before the bailout, the FT relates.

According to the FT, announcing the lawsuit on July 3, the central
bank said it was seeking to reclaim losses from recapitalization
funds and deposits made to support Otkritie's liquidity. The
central bank now owns 100% of the rescued lender.

The lawsuit is the largest in Russian banking history, eclipsing a
RUR282 billion suit the central bank filed this year against the
former owners of Promsvyazbank, the last of the three lenders to be
nationalized, the FT notes.

              About Otkritie

PJSC Bank Otkritie Financial Corporation or Otkritie FC Bank is one
of Russia's largest full-service commercial banks.  The Bank was
bailed out by the Central Bank of Russia in August 2017, at a cost
to the state of over $8 billion.

In a July 2, 2019 statement, the Bank of Russia said its board of
directors has  decided to complete the implementation of bankruptcy
prevention measures for Otkritie. The term of implementation of the
plan of the Bank of Russia's participation in bankruptcy prevention
measures for Otkritie has terminated.  Otkritie currently complies
with all Bank of Russia statutory requirements for financial
resilience and creditworthiness.  The Bank of Russia noted that it
intends to sell a part of its portfolio of Otkritie shares in
2021.


EVRAZ PLC: Moody's Affirms Ba1 CFR & Alters Outlook to Positive
---------------------------------------------------------------
Moody's Investors Service changed to positive from stable the
outlook of EVRAZ plc. Concurrently, Moody's has affirmed Evraz's
Ba1 corporate family rating, Ba1-PD probability of default rating
and the Ba2 senior unsecured ratings of the notes issued by Evraz.

RATINGS RATIONALE

The change of Evraz's outlook to positive and affirmation of its
ratings primarily reflect Moody's expectation that the company will
maintain its strong financial metrics despite the volatility in
steel and coking coal prices, retain healthy liquidity, and
continue to pursue balanced financial and dividend policies amid
its increased capital spending and risks that persistent
international trade disputes will undermine global demand for steel
and commodities.

In the first half of 2019, Evraz paid $577 million in dividend for
2018, for which the company reported record-high pre-dividend free
cash flow of $1,940 million. Together with the three earlier
interim dividend payouts totalling $1,126 million, total dividend
for 2018 amounts to $1,703 million, representing 88% of reported
pre-dividend free cash flow for the year. Moody's views this
percentage as high, but it is lower than that of Evraz's largest
rated Russian peers, which paid dividends of nearly 100% of
reported free cash flow or more for 2018, indicating the company's
adherence to balanced dividend policy, despite it lacks any target
dividend payout ratio. Moody's expects Evraz to reduce its dividend
amount if its pre-dividend free cash flow were to decline in a
weaker market environment.

In addition, the rating action takes into account Moody's
expectation that profitability of Evraz's business in North America
will materially improve following the recent removal of the mutual
25% steel import tariff by both the US and Canada, which will
support the company's consolidated profitability and improve its
geographical diversification in terms of EBITDA generation. Moody's
expects that EBITDA margin of the North American business, which
comprises two plants in the US and four plants in Canada, will
improve to 5%-6% in 2019 from less than 1% a year earlier, while
the share of this business in Evraz's consolidated EBITDA will grow
to 5% from less than 1%.

Evraz's Ba1 rating factors in (1) Moody's expectation that the
company will maintain its Moody's-adjusted total debt/EBITDA below
2.0x on a sustainable basis, continue to gradually reduce its total
debt and generate sustainable positive post-dividend free cash
flow; (2) Evraz's profile as a low-cost integrated steelmaker and
miner, including low cash costs of coking coal and iron ore
production, and a large low-cost producer of vanadium; (3) its high
self-sufficiency in iron ore and coking coal; (4) its product,
operational and geographical diversification; (5) its strong market
position in long steel products in Russia (including leadership in
rail manufacturing), large diameter pipes and rails in North
America, and vanadium globally; (6) the sustained demand for
Evraz's steel products in Russia, and oil country tubular goods
(OCTG) and rails in North America; (7) the company's balanced
financial policy, which targets to maintain net debt below $4
billion and net debt/EBITDA below 2.0x, while the company intends
not to increase its total and net debt (which were $4.6 billion and
$3.6 billion, respectively, as of year-end 2018), retaining net
debt/EBITDA below 1.5x through the cycle, compared with 0.9x as of
year-end 2018; and (8) Evraz's long-term debt maturity profile,
strong liquidity and conservative liquidity management, as the
company aims to refinance its large debt maturities at least one
year in advance.

Evraz's rating also takes into account (1) the fact that the
company's public guidance indicates only a minimum dividend amount
and a leverage cap but lacks any target dividend payout ratio,
although Evraz intends to maintain nonnegative post-dividend free
cash flow, tailoring its dividend payouts to the steel and coking
coal market pricing environment and its capital spending; (2) the
sluggish demand for steel in the Russian construction sector, which
is the major consumer of Evraz's steel products, although Moody's
expects this demand to improve over the next 12-18 months,
supported by state initiatives to develop infrastructure and boost
residential construction; (3) the company's plan to increase
capital spending in 2019-22; and (4) continued volatility in prices
of steel, coking coal and vanadium.

The Ba2 ratings of Evraz's senior unsecured notes are one notch
below the company's corporate family rating. This differential
reflects Moody's view that the notes are structurally subordinated
to more senior obligations of the Evraz group, primarily to
unsecured borrowings at the level of the group's operating
companies, including its two core steelmaking plants Evraz NTMK and
Evraz ZSMK.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects Evraz's strong positioning within the
current rating category and the possibility of an upgrade over the
next 12-18 months.

WHAT COULD CHANGE RATINGS UP/DOWN

Moody's could upgrade Evraz's ratings if the company (1) maintains
its Moody's-adjusted total debt/EBITDA below 2.0x on a sustainable
basis; (2) continues to build a track record of adhering to
balanced financial and dividend policies and generates sustainable
positive post-dividend free cash flow; and (3) continues to pursue
conservative liquidity management and maintains healthy liquidity.

Moody's could downgrade the ratings if the company's (1)
Moody's-adjusted total debt/EBITDA rises above 3.0x on a sustained
basis; or (2) liquidity and liquidity management deteriorate
materially.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Steel Industry
published in September 2017.

EVRAZ plc is one of the largest vertically integrated steel, mining
and vanadium companies in Russia. The company's main assets are its
steel plants and rolling mills (in Russia, North America, Europe
and Kazakhstan), and iron ore and coal mining facilities, as well
as trading assets. In 2018, Evraz generated revenue of $12.8
billion (2017: $10.8 billion) and Moody's-adjusted EBITDA of $3.8
billion (2017: $2.6 billion). The company is jointly controlled by
Roman Abramovich (28.77%), Alexander Abramov (19.41%) and Alexander
Frolov (9.69%).


WEST SIBERIAN COMMERCIAL: S&P Withdraws 'BB+/B' ICRs
----------------------------------------------------
S&P Global Ratings withdrew its 'BB+/B' long- and short-term global
scale issuer credit ratings on West Siberian Commercial Bank at the
bank's request. At the time of withdrawal, the outlook was
positive.




===========
S W E D E N
===========

ELLEVIO AB: S&P Alters Outlook to Negative & Affirms BB+ on B Debt
------------------------------------------------------------------
S&P Global Ratings revising its outlooks to negative on Ellevio AB
from stable on its 'BBB' rating on the senior secured (class A)
debt and on its 'BB+' rating on the subordinated (class B) debt,
and affirming both ratings.

The outlook is negative because S&P expects that Ellevio will be
operating with limited headroom under S&P's threshold for the
current ratings, owing to the regulator's
(Energimarknadsinspektionen) lower WACC for the upcoming 2020-2023
regulatory period than Ellevio and we had expected.

On June 24, 2019, the regulator announced its decision for WACC at
2.16% for the next regulatory period. This is materially lower than
the 5.85% WACC for the current regulatory period and Ellevio's
initial expectations for 3% WACC. The lower WACC will likely result
in lower revenue for Ellevio than S&P expected.

Furthermore, lower revenue will most likely result in deteriorating
credit metrics, with the risk that FFO to debt will be below 6% for
both the class A and class B debt, and that debt to EBITDA will be
above 10x after 2020 for both the class A and class B debt.
However, although these projected metrics could translate to a
lower rating, a downgrade would hinge on the regulator's final
revenue frames.

S&P said, "We note that the European Commission sent a letter to
the Swedish government on May 22, 2019, notably referring to the
detailed parameters in the WACC calculation and the right to appeal
to an independent body. Moreover, an answer from the Swedish
government is expected by the end of July. At this point,
therefore, the final allowed revenue framework for Ellevio is still
uncertain (hence also Ellevio's projected revenue). The final
allowed revenue framework for the 2020-2023 period must be
communicated before Oct. 31, 2019."

S&P also expects Ellevio to take several remedial measures to
maintain its credit metrics above our thresholds for a downgrade:

-- Refrain from paying dividend to its owners;

-- Possibly carry forward unutilized revenue from the two previous
regulatory periods; and

-- Borrow from the next coming regulatory period's revenue cap
2023-2027 to cover lower revenue over the 2020-2023 period.

S&P said, "In our view, Ellevio has an ambitious capital
expenditure (capex) plan, with the flexibility to scale down
investments if needed.

"Additionally, our current strong assessment of the Swedish
regulatory framework reflects our view of the framework as
predictable and stable, with an independent regulator and
tariff-setting process. In our opinion, politicians' recent
involvement in setting the level of remuneration by issuing decrees
could result in our re-assessment of the Swedish regulatory
framework. This would occur especially if we believed that the
framework did not allow Swedish power distribution companies to
recover their operating costs in full. Such a change could result
in a downward adjustment of the ratings by more than one notch.

"The negative outlook indicates that we could lower our ratings on
Ellevio's senior secured debt (class A) and its subordinated debt
(class B) over the next 12-24 months if Ellevio's financial metrics
deteriorate because of lower revenue frames and if Ellevio and its
owners do not implement significant remedial measures should
Energimarknadsinspektionen's current WACC level be confirmed.

"We could lower the ratings if Ellevio was unable to exercise
significant flexibility in its financial policy, for example by
lowering shareholder distributions or capex, and this resulted in
FFO to debt below 6%, or debt to EBITDA above 10x. We could also
lower our rating if Ellevio was unable to carry forward
under-recovered amounts from previous regulatory periods. We could
also lower the rating by more than one notch if we re-assess the
Swedish regulatory framework as less than strong.

"We could revise the outlook to stable if Ellevio shows exceptional
flexibility in its financial policy, with much lower capex than
expected, resulting in FFO to debt of at least 6%, and debt to
EBITDA below 10x, our thresholds for the current ratings.

"We could also revise the outlook to stable if the regulatory
framework for the upcoming period is amended, with a higher WACC,
for example following the revocation of the recent political
decree."




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

ANADOLU ANONIM: Fitch Affirms BB+ IFS Rating, Outlook Negative
--------------------------------------------------------------
Fitch Ratings has affirmed Anadolu Anonim Turk Sigorta Sirketi's
Insurer Financial Strength Rating at 'BB+'. The Outlook is
Negative. The National IFS Rating has been affirmed at 'AA+(tur)'
with a Stable Outlook.

KEY RATING DRIVERS

The ratings of Anadolu Sigorta reflect its favourable business
profile in Turkey, substantial exposure to Turkish assets
(government bonds and local banks deposits), adequate
capitalisation, pressured profitability amid challenging economic
and market conditions, and adequate reinsurance protection. The
Negative Outlook mirrors that of Turkey's Long-Term Local-Currency
Issuer Default Rating (LTLC IDR) and of the LTLC IDRs of Turkish
banks, to which Anadolu Sigorta is highly exposed via its assets.

Anadolu Sigorta's investment risk mostly stems from the credit
quality of Turkish banks, which weakened along with the sovereign
rating in 2018. The company's investment portfolio is highly
concentrated, with 72% in the form of deposits in Turkish banks.
This credit quality of Anadolu Sigorta is therefore highly
correlated with that of Turkish banks. Fitch views the company's
liquidity as adequate, despite continued pressures on the domestic
financial market.

Anadolu Sigorta's Prism Factor-Based Model (FBM) score remained
'Adequate' in 2018, while its regulatory solvency ratio decreased,
albeit remaining at a satisfactory level. Overall, Fitch views the
company's capital position as commensurate with the rating.

Anadolu Sigorta's underwriting performance deteriorated in 2018,
mostly due to greater loss experience in motor third-party
liability (MTPL) compulsory lines following the regulatory pricing
cap that was introduced in 2017. However, investment income,
boosted by high interest rates in Turkey, was able to partly offset
technical losses. Its combined ratio deteriorated to 113% in 2018,
while return on equity (ROE), as calculated by Fitch, increased to
17% , albeit remaining below the 2018 average inflation of 20% in
Turkey.

Fitch believes Anadolu Sigorta's reinsurance coverage is in line
with the company's assumed risks, with good credit quality of
reinsurance counterparties and a prudently-managed catastrophe
exposure.

Fitch views the overall business profile of Anadolu Sigorta as
'Favourable', as measured against other Turkish market players,
supported by the company's very strong and robust position in the
highly competitive Turkish insurance market. Anadolu Sigorta was
the second-largest non-life insurer in Turkey by premium income at
end-2018, with a market share of 11.9%.


SEKERBANK TAS: Fitch Lowers LongTerm IDR to B-, Outlook Negative
----------------------------------------------------------------
Fitch Ratings has downgraded Sekerbank T.A.S.'s, Long-Term
Foreign-Currency Issuer Default Rating to 'B-'from 'B' and
Viability Rating to 'b-' from 'b'. The Outlook is Negative.

The downgrade reflects heightened pressures on Sekerbank's business
model and performance (as evidenced by the net loss reported by the
bank in 1Q19) and capitalisation. Fitch expects pressure on
performance to remain heightened at least throughout 2019 given
margin pressure and weak loan growth, which will in turn keep
capitalisation at moderate levels. The risk of a further
deterioration in asset quality is significant, given the
challenging Turkish operating environment and potentially
problematic loans not currently recognised as impaired.

KEY RATING DRIVERS

IDRS and VR

Sekerbank's ratings are driven by its standalone creditworthiness,
as reflected in its VR, reflecting the concentration of its
operations in the high-risk Turkish operating environment, which
deteriorated significantly in 2018, as evidenced by the lira
depreciation 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 ratings also consider the bank's small absolute size, limited
franchise, small market shares (0.8% share of total assets at
end-1Q19) and lack of pricing power, although it has a meaningful
regional presence. The bank's operations are focused mainly on the
SME and commercial segments and to a lesser extent, corporate and
retail customers.

Profitability has suffered as a result of the decline in core
revenues - reflecting loan deleveraging (2018) and margin pressure
from higher funding costs - and rising loan impairment charges. In
1Q19 it reported a TRY89 million loss (equal to 4% of end-1Q19
equity), with provisions equal to 2.4x pre-impairment profit. Fitch
expects profitability to remain weak given the weak growth outlook
(reflecting operating environment and capital constraints), the
high cost of lira deposit funding and asset quality pressures.

Sekerbank's capitalisation has weakened steadily and its leverage
is above the sector average. Capital ratios remain sensitive to the
lira depreciation (due to the inflation of foreign currency
risk-weighted assets; RWA) and further asset quality weakening and
continued losses. The Fitch core capital (FCC) to RWAs ratio fell
to a low 8.1% at end-1Q19 (end-2018: 9.2%) and the total regulatory
capital to 12.7%, only slightly above the 12% recommended
regulatory minimum.

Sekerbank plans to issue USD50 million of additional Tier 1 capital
to its two main shareholders, which if successful, would provide
around 1% uplift to capital ratios while providing a partial hedge
against the lira depreciation. However, in Fitch's view there is
still some uncertainty around the readiness of shareholders to
participate in the issue and the timing of any transaction.

Asset-quality risks remain significant given the weak 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). The bank also has exposure to risky segments
and sectors, including construction and agriculture, and high Stage
2 loans. FC loans amounted to 34% of the loan book at end-1Q19.
Lending is largely focused on mid-sized and smaller companies
(end-2018: 55% of gross loans), which are highly sensitive to the
weaker growth and high lira interest rate environment.

Sekerbank has historically reported non-performing loans (overdue
by 90+ days) higher than the sector average. Its end-1Q19 NPL ratio
was 5.8% (end-2018: 5.6%) but this excluded TRY588 million of
overdue loans undergoing restructuring, which resulted in a
qualification to its 1Q19 audited financial statements. Adjusting
for the latter, end-1Q19 NPLs would have risen to 8.2%. Stage 2
loans were equal to a high 16% of Sekerbank's gross loans at
end-1Q19, about half of which had been restructured, and these
could also migrate to NPLs as loans season.

At end-1Q19 NPLs were fully covered by total reserves (including
Stage 1, Stage 2 and Stage 3 reserves). If NPLs are adjusted for
the TRY588 million of loans qualified by the auditors, and reserves
are adjusted to include free provisions, total adjusted coverage of
NPLs was still nearly 100%.

Sekerbank is largely deposit-funded and benefits from a stable
regional deposit franchise underpinned by its relatively large
branch network. Its loans/deposit ratio was a moderate 102% at
end-1Q19. However, the share of FC deposits has increased
(end-1Q19: 47% of customer deposits), as for the sector, reflecting
weak confidence in the lira due to high inflation, local currency
weakness and political uncertainty.

FC wholesale funding was equal to a moderate 11% of total funding
at end-1Q19, significantly below sector average, and funding
maturities were largely over one year. Available FC liquidity -
comprising largely cash and interbank balances (including placed
with the CBRT), maturing FX swaps and government securities -
should mean it is able to cope with a short-lived market closure.
However, FC liquidity could come under pressure in case of a
prolonged loss of market access or deposit outflows.

The Negative Outlooks on the bank's IDRs reflect the potential for
the weaker operating environment to result in greater pressure on
its financial metrics.

NATIONAL RATING

The downgrade of Sekerbank's National Rating to 'BB+(tur)' from
'BBB-(tur)' reflects its view that the bank's creditworthiness in
local currency has weakened relative to other Turkish issuers.

SUBORDINATED DEBT RATING

Sekerbank's subordinated notes' rating has been downgraded to
'CCC+', one notch from its VR. The notching includes one notch for
loss severity and zero notches for non-performance risk (relative
to the anchor rating).

RATING SENSITIVITIES

IDRS, NATIONAL RATINGS AND SENIOR DEBT

The bank's ratings could be further downgraded on a marked
deterioration in the operating environment, in particular as
reflected in further negative developments to the lira exchange
rate, interest rates, geopolitical tensions, economic growth
prospects and external funding market access. Further deterioration
in Sekerbank's asset quality, marked erosion of its capital ratios
- including due to a further sharp weakening in its profitability -
or a weakening of the bank's FC liquidity position due to deposit
outflows or an inability to refinance maturing external
obligations, could also lead to a further VR downgrade.

SUBORDINATED DEBT AND OTHER HYBRID SECURITIES

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

The rating actions are as follows:

Sekerbank

  Long-Term Foreign- and Local-Currency IDRs: downgraded
  to 'B-' from 'B'; Outlook Negative

  Short-Term Foreign- and Local-Currency IDRs: affirmed
  at 'B'

  Viability Rating: downgraded to 'b-' from 'b';

  Support Rating: affirmed at '5'

  Support Rating Floor: affirmed at 'No Floor'

  National Long-term Rating: downgraded to 'BB+(tur) from
  'BBB-(tur)'; Stable Outlook

  Subordinated debt rating: downgraded to 'CCC+/RR5' from
  'B-'/'RR5'




=============
U K R A I N E
=============

RAIL CAPITAL: Fitch Rates $500MM Unsec. Notes 'B-'
--------------------------------------------------
Fitch Ratings has assigned Rail Capital Markets Plc's USD500
million senior unsecured loan participation notes (LPNs,
XS1843433472) a final rating of 'B-'.

The final rating follows a review of the final terms and conditions
conforming to information already received when Fitch assigned the
expected rating on June 24, 2019.

KEY RATING DRIVERS

The LPNs have a five-year term, a bullet repayment, and a fixed
coupon of 8.25%. The notes are issued by Rail Capital Markets Plc
for the sole purpose to fund a loan to JSC Ukrainian Railway (UR,
B-/Stable). The gross proceeds of the loan will be used by the
company to fully repay UR's bridge loans from JSC State Savings
Bank of Ukraine (Oschadbank, B-/Stable) and FinInPro maturing until
August 1, 2019, address upcoming amortisation payment under the
2016 notes due in September 2019 and use the balance for partial
repayment of UR's other FX debt as well as for capex and working
capital financing.

Rail Capital Markets Plc's rating is equalized with UR's Long-Term
IDR, reflecting Fitch's view that it constitutes direct,
unconditional senior unsecured obligations of UR and ranks pari
passu with all other present and future unsecured and
unsubordinated obligations.




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

BRITISH STEEL: UK Business Secretary Meets with Potential Bidders
-----------------------------------------------------------------
Michael Pooler, Anna Gross and Jim Pickard at The Financial Times
report that UK business secretary Greg Clark has travelled to India
and China over the past two weeks to meet companies viewed as
potential bidders for British Steel, as efforts intensify to rescue
the ailing business and save thousands of jobs.

In the past few days, the cabinet minister met JSW, one of India's
largest steel manufacturers, the FT relays, citing two people
briefed on the matter, and other businesses.  This followed a trip
to China, whose Baowu has been linked with a move for British
Steel, the FT notes.

The international visits suggest a concerted push by Mr. Clark to
find an investor to rescue the UK's second-largest steelmaker,
whose future is hanging in the balance following its collapse into
insolvency after owner Greybull Capital had a request for a second
state bailout in quick succession rejected, the FT states.

The government is underwriting the costs of a compulsory
liquidation, with wages and bills being paid as the hunt for a new
owner is led by accountancy firm EY, the FT says.

While there has been interest in parts of British Steel, such as
its smaller rolling mills in continental Europe and north-east
England, the government wants the business to be sold as a single
going concern, according to the FT.

Trade unions believe this will boost its chances of survival and
safeguard jobs, and some insolvency experts say it will ensure
greater value, the FT discloses.

The government's insolvency service, which receives a 15% cut of
any sale, said it had received multiple bids for the whole company,
as well as parts, but did not specify how many, the FT relates.

             About British Steel

British Steel Limited is a long steel products business founded in
2016 with assets acquired from Tata Steel Europe by Greybull
Capital. The primary steel production site is Scunthorpe
Steelworks, with rolling facilities at Skinningrove Steelworks,
Teesside and Hayange, France.

British Steel has about 5,000 employees.  There are 3,000 at
Scunthorpe, with another 800 on Teesside and in north-eastern
England.  The rest are in France, the Netherlands and various sales
offices round the world.

British Steel was placed in compulsory liquidation on May 22, 2019.
The liquidation came after the Company failed to obtain an
emergency state loan of about GBP30 million.

The Government's Official Receiver has taken control of the company
as part of the liquidation process. Accountancy firm EY has been
named Special Manager in the case, and will be assisting the
Receiver.

The Company will be trading normally as its search for a buyer is
ongoing.


CIEL 1 PLC: Moody's Rates GBP2.8MM Class X Notes 'Ca'
-----------------------------------------------------
Moody's Investors Service assigned definitive long-term credit
ratings to Notes issued by Ciel No. 1 Plc:

GBP151.40M Class A Mortgage Backed Floating Rate Notes due June
2046, Definitive Rating Assigned Aaa (sf)

GBP8.10M Class B Mortgage Backed Capped Rate Notes due June 2046,
Definitive Rating Assigned Aa3 (sf)

GBP5.40M Class C Mortgage Backed Capped Rate Notes due June 2046,
Definitive Rating Assigned Baa2 (sf)

GBP5.40M Class D Mortgage Backed Capped Rate Notes due June 2046,
Definitive Rating Assigned Ba2 (sf)

GBP4.50M Class E Mortgage Backed Capped Rate Notes due June 2046,
Definitive Rating Assigned Caa1 (sf)

GBP2.80M Class X Mortgage Backed Capped Rate Notes due June 2046,
Definitive Rating Assigned Ca (sf)

Moody's has not assigned ratings to the GBP 5.40M Class Z1 Mortgage
Backed Notes due June 2046 and GBP 3.65M Class Z2 Mortgage Backed
Notes due June 2046.

The portfolio backing this transaction consists of UK buy-to-let
loans originated by GMAC-RFC Limited, currently known as Paratus
AMC Limited, Basinghall Finance Limited and Basinghall Finance PLC,
currently known as Bluestone Mortgages Limited (not rated), Landbay
Partners Limited (not rated) and Paratus AMC Limited. 99.30% of the
portfolio was previously securitised in Celeste Mortgage Funding
2015-1 Plc (not rated by Moody's), in 2018 the deal was called and
the underlying assets were sold to Paratus. The current pool
balance is approximately equal to GBP 180.20M as of the end of
April 2019.

RATINGS RATIONALE

The ratings take into account the credit quality of the underlying
mortgage loan pool, from which Moody's determined the MILAN Credit
Enhancement and the portfolio expected loss, as well as the
transaction structure and legal considerations. The expected
portfolio loss of 3.00% and the MILAN CE of 16.00% serve as input
parameters for Moody's cash flow model, which is based on a
probabilistic lognormal distribution.

The portfolio expected loss is 3.00%, which is higher than other
recent UK BTL transactions and takes into account: (i) the
historical performance of the collateral backing the transaction;
(ii) 3.9% of the loans are in arrears as of April 2019; (iii) the
weighted-average current LTV of 82.80% and the weighted-average
indexed LTV of 66.40%; (iv) the proportion of interest-only loans,
99.20% of the pool; (v) high borrower concentration with 20.50% of
the current pool balance attributed to top-20 borrowers; (vi) the
current macroeconomic environment and its view of the future
macroeconomic environment in the UK; and (vii) benchmarking with
similar transactions in the UK BTL sector.

The MILAN CE for this pool is 16.0%, which is higher than other
recent UK BTL transactions and takes into account: (i) the
weighted-average current LTV of 82.80%, which is higher than the
average of the UK BTL sector; (ii) c.95.50% of the loans are BTL;
(iii) the presence of 0.90% of loans in the pool that were modified
at some point in the past, as a result of the loss mitigation
techniques; (iv) high borrower concentration with 20.50% of the
current pool balance attributed to top-20 borrowers; (v) the
weighted average seasoning of the pool of c.11.4 years; and (vi)
the level of arrears around 3.9% at the end of April 2019.

A non-amortising Reserve Fund is funded at closing and is equal to
2.00% of the Class A, B, C, D, E and Z1 Notes at closing. It
consists of two components, the first is a liquidity component,
which is funded at closing and is sized at 2.25% of Class A and B
Notes' balance at closing. The liquidity component of the Reserve
Fund will amortise to the lesser of 2.25% of Class A and B Notes'
balance at closing and 2.75% of the current outstanding balance of
Class A and B Notes during the life of the transaction. The
liquidity component of the reserve will be available to cover
senior fees and interest on Class A and B (subject to no PDL on the
Class B). The liquidity component of the Reserve Fund will be
replenished in the revenue waterfall below the Class B interest
payments.

The second component of the Reserve Fund is sized at 2.00% of the
Class A, B, C, D, E and Z1 Notes at closing, minus the balance of
the liquidity component. This means that at closing the credit
component of the Reserve Fund will be residual and will increase
throughout the life of the transaction as the liquidity component
amortises. The general component of the Reserve Fund is available
upon conditions to cover both credit and interest and senior fee
shortfalls.

Operational Risk Analysis: Paratus will be acting as servicer and
is not rated by Moody's. In order to mitigate the operational risk,
the transaction will have a back-up servicer facilitator,
Intertrust Management Limited (not rated). U.S. Bank Global
Corporate Trust Limited (not rated) will be acting as an
independent cash manager from closing. To ensure payment continuity
over the transaction's lifetime, the transaction documents
incorporate estimation language whereby the cash manager can use
the three most recent servicer reports to determine the cash
allocation, in case no servicer report is available. Class A Notes
benefit from principal to pay interest, and the liquidity component
of the Reserve Fund. The liquidity component of the reserve
provides the Class A Notes with the equivalent of 2.7 quarters of
liquidity.

Interest Rate Risk Analysis: The transaction is unhedged with
67.10% of the pool balance linked to Bank of England Base Rate
(BBR), 30.60% linked to three-month LIBOR and 2.30% SVR-linked
loans. Moody's has taken into account the absence of a basis swap
in its cashflow modelling.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
June 2019.

The analysis undertaken by Moody's at the initial assignment of
ratings for RMBS securities may focus on aspects that become less
relevant or typically remain unchanged during the surveillance
stage.

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

Significantly different loss assumptions compared with its
expectations at close, due to either a change in economic
conditions from its central scenario forecast or idiosyncratic
performance factors would lead to rating actions. For instance,
should economic conditions be worse than forecast, the higher
defaults and loss severities resulting from a greater unemployment,
worsening household affordability and a weaker housing market could
result in a downgrade of the ratings. Downward pressure on the
ratings could also stem from: (i) deterioration in the Notes'
available credit enhancement; (ii) counterparty risk, based on a
weakening of a counterparty's credit profile; or (iii) any
unforeseen legal or regulatory changes. Conversely, the ratings
could be upgraded: (i) if economic conditions are significantly
better than forecasted; (ii) upon deleveraging of the capital
structure; or (iii) a better than expected performance.


CIEL 1 PLC: S&P Assigns CCC- Rating on Class X Notes
----------------------------------------------------
S&P Global Ratings assigned credit ratings to Ciel No. 1 PLC's
class A, B, C-Dfrd, D-Dfrd, E-Dfrd, and X notes. At closing, Ciel
No. 1 also issued unrated class Z1 and Z2 notes and unrated
certificates.

Of the mortgage pool, 99.3% was previously securitized in Celeste
Mortgage Funding 2015-1, which redeemed in June 2018. All of the
loans in Celeste Mortgage Funding 2015-1 are securitized in Ciel
No. 1 with no negative or positive selection.

The pool, with an April 30, 2019 cut-off date, comprises first-lien
U.K. buy-to-let residential mortgage loans made to individual
borrowers. The loans are secured on properties in England and Wales
and were mostly originated between 2007 and 2008 (96.93%).

S&P said, "Our ratings on the class A, B, and X notes address the
timely payment of interest and ultimate payment of principal. Our
ratings on the class C-Dfrd, D-Dfrd, and E-Dfrd notes address
ultimate payment of principal and interest while they are not the
most senior class outstanding. When the class C-Dfrd, D-Dfrd, and
E-Dfrd notes become the most senior notes outstanding, our ratings
will address the timely payment of interest and ultimate payment of
principal. Under the transaction documents, the issuer can defer
interest payments on these notes, with interest accruing on
deferred payments until they become the most senior class
outstanding, whereby any accrued unpaid interest is due on the
interest payment date when the class becomes the most senior, and
future interest payments become due on a timely basis. Although the
terms and conditions of the class X notes allow for the deferral of
interest, interest does not accrue on deferred payments. Hence, our
ratings on the class X notes address the timely payment of interest
and ultimate payment of principal.

"Our ratings reflect our assessment of the transaction's payment
structure, cash flow mechanics, and the results of our cash flow
analysis to assess whether the notes would be repaid under stress
test scenarios. Subordination and the reserve fund provide credit
enhancement to the notes that are senior to the rated class X notes
and unrated class Z1 and Z2 notes. Taking these factors into
account, we consider the available credit enhancement for the rated
notes to be commensurate with the ratings that we have assigned."

Due to structural features, payment of timely interest on the class
X notes is reliant upon excess spread following replenishment of
the reserve fund. When defaults happen in the portfolio and once
related losses are realized, it's likely that excess spread will be
used to cover the junior principal deficiency ledger, causing
deferral of the class X notes' interest. S&P said, "In our view,
given the current level of arrears and given the fact that this is
a non-asset-backed class of notes, payment of timely interest on
the class X notes is dependent upon favorable business, financial,
and economic conditions. We have therefore assigned our 'CCC- (sf)'
rating to this class of notes, in line with our criteria."

  Ratings List

  Ciel No. 1 PLC

  Class        Rating     Class size (%)
  A            AAA (sf)    84.0
  B            AA+ (sf)     4.5
  C-Dfrd       AA- (sf)     3.0
  D-Dfrd       A- (sf)      3.0
  E-Dfrd       BB- (sf)     2.5
  X            CCC- (sf)    1.6
  Z1           NR           3.0
  Z2           NR           2.0
  Certificates N/A           N/A

  Dfrd--Deferrable.
  NR--Not rated.
  N/A--Not applicable.


DEBENHAMS PLC: M&G Real Estate Agrees to Withdraw CVA Challenge
---------------------------------------------------------------
Noor Zainab Hussain at Reuters reports that Debenhams said on July
8 that M&G Real Estate had agreed to withdraw the court action
related to the British retailer's company voluntary arrangements
(CVA) that wiped out investors but kept the company operating.

Debenhams was also challenged in June by former shareholder Sports
Direct over its restructuring plan, Reuters relates.

"I am pleased that M&G has recognized the necessity for the CVAs,"
Debenhams Chairman Terry Duddy, as cited by Reuters, said, calling
on Sports Direct and property firm CPC to do the same.

                         About Debenhams plc

Debenhams plc is a British multinational retailer operating under a
department store format in the United Kingdom and Ireland with
franchise stores in other countries.  It is the biggest department
store chain in the UK with 166 stores, and employs about 25,000
people.

The Company went into administration on April 9, 2019.  Chad
Griffin, Simon Kirkhope and Andrew Johnson of FTI Consulting LLP
were appointed as administrators.  The administrators sold the
parent's entire holding of the group's operating subsidiaries to a
company controlled by its lenders in a pre-packaged sale.

S&P Global Ratings lowered its long-term issuer credit rating on
Debenhams to 'D' from 'SD' (selective default), following the
administration filing.


KODAK UK: Bailout Puts GBP600MM Hole in UK Pension Lifeboat Fund
----------------------------------------------------------------
Harriet Russell at The Telegraph reports that the bailout of Kodak
UK's pension plan put a whopping GBP600 million hole in the UK
lifeboat fund's reserve pot, it was revealed on July 4.

The Pension Protection Fund's trustees first warned Kodak members
last autumn they were likely to be transferred to the protection
fund after a mechanism known as a Regulated Apportionment
Arrangement (RAA) failed to meet the needs of the pension plan, The
Telegraph relates.

The RAA helped Kodak cut ties with its original pension fund, and
was approved after the trustees of the Kodak Pension Plan bought
Kodak's imaging businesses called Alaris from its US owner Eastman
Kodak after it filed for Chapter 11 bankruptcy in 2012, The
Telegraph discloses.


PHOTO-ME INTERNATIONAL: Delays Publishing of Annual Accounts
------------------------------------------------------------
Naomi Rovnick at the Financial Times reports that Photo-Me
International, a British company that operates photo kiosks and
launderettes, said it would delay publishing its annual accounts
because of what it said was higher levels of scrutiny required by a
new auditor.

According to the FT, the group cut ties with its long-term auditor
and big four accounting firm KPMG last year for "commercial
reasons."

On July 8, Photo-Me said its accounts would not be published on
July 9, as scheduled, because new auditor Grant Thornton needed
more time to "complete its work, together with the recent
introduction by the auditor of enhanced internal regulatory
scrutiny", the FT relates.


RPC GROUP: S&P Cuts Issuer Credit Rating to BB+, Withdraws Rating
-----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.K.-based
RPC Group Plc to 'BB+' from 'BBB-', since it now aligns the issuer
credit rating on RPC with the issuer credit rating on U.S.-based
Berry Global Group.

The rating action follows the completion of Berry's acquisition of
RPC in a debt-funded transaction of $6.5 billion. Upon the
transaction's closing, S&P expects RPC to be fully integrated into
Berry' operations and to repay all of its outstanding debt.
Therefore, S&P aligns the issuer credit rating on RPC with the
issuer credit rating on Berry. S&P has subsequently withdrawn its
rating on RPC.


SYNLAB BONDCO: Fitch Rates New EUR920MM Term Loan 'B+'
------------------------------------------------------
Fitch Ratings assigned Synlab Bondco PLC's new term loan B of
EUR920 million a final senior secured rating of 'B+'/'RR3'. The
loan has been issued to redeem the senior secured notes of EUR900
million and ranks pari passu with existing senior secured debt.

The 'B' Issuer Default Rating of Synlab is materially constrained
by its aggressive leverage profile and financial policies, albeit
balanced by the defensive nature of the company's routine medical
testing business model. Its expectation of increasing earnings
scale and improving funds from operations, counter-balancing
Synlab's persistently high financial risk, are reflected in a
Stable Outlook.

The assignment of the final rating follows a review of the loan
documentation being materially in line with the draft terms
originally presented to Fitch.

The rating on the EUR900 million senior secured notes has been
withdrawn as the bonds were redeemed at closing of the
refinancing.

KEY RATING DRIVERS

Rating Neutral Refinancing: The partial re-financing is
rating-neutral given the broadly unchanged total amount of
financial debt estimated at EUR2.7 billion at the end of 2019,
although it should lead to a lower debt service cost by around
EUR20 million. Moody's projects the credit metrics, including funds
from operations (FFO) adjusted gross leverage and FFO fixed charge
coverage, to remain relatively unchanged at 8.0x and 2.0x,
respectively, over the rating horizon. At the same time, the new
TLB will diversify the currently concentrated maturity profile of
the first lien debt between July 2022 and July 2026.

Leverage Headroom Fully Exhausted: High financial leverage
continues to materially constrain Synlab's ratings. With FFO
adjusted leverage at 8.6x in 2018 the leverage headroom is already
fully exhausted. Following the refinancing, Moody's projects FFO
adjusted gross leverage will remain at or marginally below 8.0x
over the rating horizon. In the absence of meaningful deleveraging
the rating is therefore dependent on stable underlying operational
performance and disciplined execution and integration of continuous
business additions.

Stable Organic Performance: Compared with other Fitch-rated
laboratory testing companies, Moody's views Synlab's operations as
robust, benefiting from scale and diversification across products
and geographies. In 2018 and 1Q19, despite reimbursement pressures
in individual national markets and rising costs, Synlab
demonstrated positive organic growth and stable margins, although
profitability remained weak against prior years. In light of the
market headwinds in the last two years and mounting complexity of
the business due to acquisitions, Moody's does not see scope for
margin expansion, projecting fairly stable EBITDA margins of around
18.5% over the next four years.

Focus on Acquisition Integration: Synlab's buy-and-build strategy
highlights the need for disciplined asset selection and rigorous
integration process. While management has demonstrated robust
execution skills, upward asset valuations in a consolidating
laboratory testing services market make it harder to realise
synergies from acquisitions, which require greater attention on
integration and value extraction. An inability to implement the
margin-accretive M&A-based strategy will put the ratings under
pressure. Its assumptions supporting the IDR with a Stable Outlook
are based on target acquisition multiples ranging between
8.5x-10.0x with an annual M&A spend of EUR200 million, contributing
around EUR22 million to EBITDA each year.

Strengthening Cash Flows: Moody's views Synlab's low deleveraging
capacity as remaining intact against the strengthening cash flow
generation. Moody's projects steadily growing free cash flow (FCF)
and margins as the business increases in scale on the back of
organic and acquisitive growth. After a slightly positive FCF
margin of 2% in 2018, Moody's projects FCF margins will expand
toward 4%-5% in the medium term. This reflects the improvement of
FCF to sustainably positive from previously volatile and underpins
its view that a supportive operating profile will be capable of
absorbing excessive financial risks.

DERIVATION SUMMARY

Following the merger of Synlab and Labco in 2015, the combined
group is the largest lab testing company in Europe, twice the size
of its nearest competitor, Sonic Healthcare. Its operations consist
of a network of 475 laboratories across 37 countries, providing
good geographical diversification and limited exposure to single
healthcare systems.

The company's EBITDA margin at around 18% slightly lags behind
European industry peers, due to its exposure to the German market
with structurally lower profitability. The laboratory testing
market in Europe has attracted significant private equity
investment, leading to highly leveraged financial profiles. Synlab
is highly geared for its rating (pro forma annualised FFO adjusted
gross leverage at above 8.0x in 2018), which is a key rating
constraint. At the same time, like other sector peers such as
Cerba, Synlab benefits from a defensive and stable business model
given the infrastructure-like nature of the laboratory testing
services. Moody's therefore expects that Synlab will be able to
generate satisfactory FCF once the current restructuring programme
has been successfully implemented.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer
  
  - Low to mid-single digit organic growth in key markets;

  - EBITDA margin gradually improving towards 18.5% due to cost
savings and economies of scale achieved from the enlarged group;

  - Around EUR200 million of bolt-on acquisitions per annum funded
by debt drawdowns and internal cash flows;

  - Moderate capital intensity with capex/sales estimated at around
4.0-4.5%;

  - Satisfactory FCF generation of around 4%-5% on average over the
four-year rating horizon;

  - No dividends paid.

RECOVERY ASSUMPTIONS

  - Going concern approach over balance sheet liquidation given
Synlab's asset-light operations;

  - Pre-distress EBITDA of EUR352 million estimated based on 2018A
EBITDA of EUR356 million plus estimated earnings contribution of
EUR18 million from acquisitions to be completed by using the
incremental term loan B of EUR150 million less estimated cost of
financial lease service of EUR21 million, which Moody's expects
will remain available to the company post-distress and which
Moody's has, therefore, excluded from the list of financial
creditors;

  - The resulted estimated pre-distress EBITDA of EUR352 million
has been discounted by 20% (unchanged from last review) leading to
a post-distress EBITDA of EUR282 million; at this EBITDA level
Synlab's FCF would be neutral to marginally negative;

  - Distressed EV/EBITDA multiple of 6.0x;

Outcome:

After deduction of 10% for administrative claims, its waterfall
analysis generated the following ranked recovery and output
percentages on current metrics and assumptions:

  - Super senior revolving credit facility (RCF): 'BB'/'RR1'/100%

  - Senior secured facilities: 'B+'/'RR3'/55%

  - Senior secured debt (New EUR920 million TLB): 'B+'/'RR3'/55%

  - Senior notes: 'CCC+'/'RR6'/0%


VUE INTERNATIONAL: S&P Alters Outlook to Stable & Affirms B- ICR
----------------------------------------------------------------
S&P Global Ratings revised its outlook on Vue International Bidco
plc to stable from negative. S&P also affirmed its 'B-' long-term
ratings on Vue and its debt.

The outlook revision follows Vue's successful refinancing. The
company is no longer facing the refinancing risks arising from the
approaching maturity of the GBP611 million-equivalent senior
secured fixed- and floating-rate notes due in July 2020. Vue has
redeemed these. S&P has also revised its assessment of Vue's
liquidity to adequate from less than adequate.

S&P said, "The refinancing transaction has allowed Vue to extend
its debt maturities and reduce cash interest costs, which we think
supports its credit quality. Vue has secured a lower interest
margin than initially targeted on the EUR634 million senior secured
term loan and EUR114 million delay-draw facility due in 2026. It
has also issued GBP165 million second-lien secured PIK notes due in
2027 provided by one of its main shareholders, OMERS, which
supports recovery prospects on its first lien senior secured term
loans.

"We expect that in FY2019 Vue's operating performance will improve
on the back of a strong slate of successful film titles, including
the record-breaking "Avengers: Endgame" and Captain Marvel, and
several more strong franchises including Toy Story 4 (just
released), Lion King, IT 2, and Frozen 2. Vue will also benefit
from recovering admissions in Germany and Italy, which reduced to
below historical averages in 2017-2018.

"Nevertheless, we forecast that over the medium term deleveraging
will be slow and Vue's capital structure will remain highly
leveraged. Given the high amount of debt and incorporating the
recent debt-financed acquisitions, we expect S&P Global
Ratings-adjusted debt to EBITDA will exceed 9.0x in 2019-2020.
Initially, lower profitability at to-be-acquired CineStar (Germany)
and restructuring and transaction-related costs will dilute Vue's
S&P Global Ratings-adjusted EBITDA margin, such that it will remain
at about 30% in 2019, in line with 2018. As the group achieves
operating synergies, we expect the margin will gradually improve in
2020-2021.

"Incorporating the CineStar acquisition, we forecast that adjusted
debt to EBITDA will remain at about 10.0x, in line with 2018, and
will only reduce to about 9.5x in 2020. Leverage, excluding the
GBP813 million unsecured and subordinated shareholder loans and
including the GBP165 million senior secured second-lien PIK notes,
will be about 7.0x in 2019 and will reduce toward 6.5x in 2020.

"The stable outlook on Vue reflects our expectation that over the
next 12 months the strong film slate and recovering admissions in
Germany and Italy will support the company's operating performance.
We believe Vue will improve reported EBITDA generation in FY2019 to
about GBP130 million, maintain reported funds from operations (FFO)
cash interest coverage comfortably above 2x, and continue to
generate positive free operating cash flows (FOCF).

"We could raise the rating if Vue's operating performance and
EBITDA margins continued to improve following the successful
integration of CineStar such that adjusted debt to EBITDA,
excluding unsecured and subordinated shareholder loans, reduced to
less than 6.5x on a sustainable basis. An upgrade would also depend
on the company sustainably generating material FOCF and maintaining
adequate liquidity.

"We view a downgrade as unlikely in the next 12 months. Over the
medium term, we could lower the rating if Vue's profitability
remained subdued, for example due to weaker admissions and box
office revenue in its key markets, or if the group incurred higher
acquisition-related and restructuring costs than we currently
forecast such that Vue's capital structure became unsustainable. An
inability to generate positive FOCF and weakening covenant headroom
could also put pressure on the rating."



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

Troubled Company Reporter-Europe is a daily newsletter co-
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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.

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