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

                          E U R O P E

          Wednesday, August 7, 2019, Vol. 20, No. 157

                           Headlines



F R A N C E

CGG: S&P Ups LT Rating to 'B' on Recovering Market, Outlook Stable
SPIE: S&P Affirms 'BB' Sr. Sec. Debt Rating, Outlook Now Stable


G E R M A N Y

AENOVA HOLDING: S&P Downgrades Ratings to 'CCC+', Outlook Neg.


G R E E C E

GREECE: Fitch Affirms BB- LT Issuer Default Rating, Outlook Stable


I R E L A N D

BLACK DIAMOND 2019-1: S&P Assigns B- (sf) Rating to Class F Notes
DUNEDIN PARK: S&P Assigns Prelim BB (sf) Rating to Cl. D Notes
SYON SECURITIES 2019: Fitch Assigns Bsf Rating to Class D Notes


I T A L Y

OFFICINE MACCAFERRI: Moody's Cuts CFR to Caa1, Outlook Stable
WIND TRE: Fitch Places BB- LT IDR on Rating Watch Positive
WIND TRE: Moody's Reviews B1 CFR for Upgrade


N E T H E R L A N D S

EUROSAIL-NL 2007-2: S&P Affirms B- (sf) Rating on Class C Notes


R O M A N I A

GARANTI BANK: Fitch Affirms BB- LT IDR, Outlook Stable


T U R K E Y

TURKEY: S&P Affirms B+ Unsolicited LT FC Sovereign Credit Rating
TURKIYE EMLAK: Fitch Assigns B+ LT IDR, Outlook Negative


U K R A I N E

UKRAINIAN RAILWAYS: S&P Ups ICR to 'B-' on Improved Liquidity


U N I T E D   K I N G D O M

CARILLION PLC: KPMG May Face Legal Action Over Audit
CIFC EUROPEAN I: Fitch Assigns B-sf Rating to Class F Debt
EADIE INDUSTRIES: Financial Difficulties Prompt Administration
HARLAND AND WOLFF: Officially in Hands of Administrators
IVC ACQUISITION: Fitch Rates Proposed GBP200MM Term Loan 'B+(EXP)'

JACK WILLS: Bought Out of Administration by Sports Direct
KAREN MILLEN: Boohoo Acquires Business for GBP18.2 Million
LIFETIME SIPP: FSCS Receives 500 Claims, Assessment Begins
WALNUT BIDCO: Fitch Assigns B+ LT IDR, Outlook Stable

                           - - - - -


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F R A N C E
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CGG: S&P Ups LT Rating to 'B' on Recovering Market, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings raised its long-term rating on CGG to 'B' from
'B-'.

The rating action follows CGG's progress on its transformational
strategy and our expectations that it will meet additional
important milestones over the coming quarters. In this respect, S&P
believes that 2020 will be pivotal for the company. Full
implementation of the asset-light model should support financials,
including lower gross debt, adjusted debt to EBITDA of 3.0x-3.5x
and a positive free operating cash flow (FOCF).

The rating action is also supported by the gradual recovery in the
seismic industry that resulted in better results than expected in
first-half 2019, which is likely to continue in the rest of the
year and in 2020.

CGG's new strategy, first presented in November 2018, includes the
following pillars:

-- A move toward an asset-light model, with core operations in the
multiclient and equipment activities.

-- A lean cost base.

-- An improved capital structure.

Earlier in 2019, CGG made several announcements in line with its
strategy, namely forming a strategic partnership with Shearwater to
sell its remaining vessels and continue its operations using
Shearwater's fleet, as well as merging its marine streamers
equipment activities with those of Shearwater under a new joint
venture. It expects these transactions to be completed by the end
of the year.

In parallel, the company has started winding down its land
acquisition activities. Over recent years, these activities have
resulted in cash burn of $35 million-$40 million every year.

S&P said, "In our view, under the new business model, the company
will enjoy a flexible cost structure, improved profitability, and
most importantly, positive FOCF over the cycle. For example, in
first-half 2019, the company reported positive FOCF (excluding
interest expense) from continued operations of $167 million.

"We understand that the last pillar of the strategy, refinancing
the existing unattractive capital structure, which was put in place
after the company's default in 2017, is now planned for 2020.
Refinancing is likely to reduce current annual interest costs of
about $120 million, push out the maturities, and reduce overall
gross debt.

"We note that CGG is not alone in making transformational changes:
The industry as a whole is going through tectonic shifts. For
example, we have seen an uptick in mergers and acquisitions in the
sector, as evidenced by the recent acquisition of Spectrum by
TGS-NOPEC Geophysical Company as well as a proliferation of
strategic partnership announcements between key players in the
sector such as PGS, TGS, and Bain Geophysical Services."

The stable outlook balances the expected improvement in the
company's credit metrics over coming quarters with the execution
risk associated with the business model transformation and current
low oil prices that could reverse the seismic market recovery.

S&P said, "Under our revised base case, we assume successful
strategy implementation--including the ongoing transaction with
Shearwater--refinancing in 2020, and a further recovery in the
market. We now project adjusted EBITDA of $300 million-$350 million
in 2019 (equivalent to reported "segment EBITDA" of $510
million-$560 million), which would translate into slightly negative
FOCF of about $50 million (including the negative impact of the
discontinued operations).

"We view adjusted debt to EBITDA in the range of 3x-4x as
commensurate with the rating. This assumption takes into account a
reduction in the company's sizable cash balance to about $200
million and our material adjustment to the ongoing multiclient
spending. We now project improvement of adjusted debt to EBITDA to
3.0x-3.5x by the end of 2019 (equivalent the reported net debt to
EBITDA of slightly less than 1.5x)."

S&P could see pressure on the rating, which could lead to a
downgrade, if the modest recovery in the seismic market turned out
to be only temporary, leading to a material revision of our base
case. Such a scenario could include:

-- Adjusted debt to EBITDA rising above 4x without an expected
improvement.

-- Material negative FOCF in 2019, extending into 2020 (under
S&P's base case, it projects positive cumulative FOCF of at least
$50 million in both years).

-- Inability to refinance in 2020.

At this stage S&P views a further upgrade as being remote in the
coming 12-18 months. In its view, an upgrade would be subject to
completion of the company's strategy and a sufficient track record,
including the following:

-- Exit from the acquisition business.

-- Completing the various transactions with Shearwater, and a good
working relationship between the companies.

-- No deterioration in the company's multiclient business'
competitive position.

-- Adjusted debt to EBITDA below 3x.

-- Completion of refinancing, which the company aims to launch in
2020.


SPIE: S&P Affirms 'BB' Sr. Sec. Debt Rating, Outlook Now Stable
---------------------------------------------------------------
S&P Global Ratings revised its outlook on Spie to stable from
negative, and affirmed its 'BB' ratings on the group and its senior
secured debt.

After difficult market conditions weighed on Spie's operating
performance in 2018, benefits from the company's reorganization in
its French business, a rebound in its Oil, Gas, & Nuclear sector,
and a decline in restructuring costs will drive its S&P Global
Ratings-adjusted debt to EBITDA to the low-4x range in 2019 from
around 4.8x at the end of 2018. These positive developments will
also strengthen the company's adjusted FFO-to-debt ratio to around
17% in 2019 from 15% at the end of last year.

S&P said, "We expect Spie's revenues to continue rising organically
in the low-single-digit percentage range through 2020. In October
2018, the group launched a new digital monitoring offering for its
technical facility management business line in France, and we
expect it will spur revenue in 2019. Additionally, strong growth in
Oil, Gas, & Nuclear in Africa has driven double-digit percent
growth in the first half of 2019. However, overall growth has been
burdened by substantial headwinds in the U.K., where demand
visibility is limited and customers have delayed decision-making in
anticipation of tariffs that could come from Brexit. This has also
weighed on profitability, since the company's reported segment
EBITA margins in northwestern Europe have dropped below 2% from
over 6% for the group as a whole (including International Financial
Reporting Standards 16). While we recognize the U.K. market will
continue to face hurdles, this region accounts for about 5% of
total revenues and has had only a moderate impact on the group's
overall growth and profitability.

"Despite these challenges, we expect the company's S&P Global
Ratings-adjusted EBITDA margins to improve to about 8.0% in 2019
from approximately 7.5% in 2018 due largely to declining
restructuring costs. The company embarked on several
margin-conscious initiates in 2017-2018, such as a reorganization
in France, disposal of distribution services activities in the
U.K., and a sizable integration related to the SAG acquisition in
2017. Restructuring costs totaled EUR45 million and EUR32 million
in 2017 and 2018, respectively, and we expect these costs to
decline to less than EUR10 million in 2019, including any potential
costs incurred to integrate acquisitions that closed in 2019.

"Our view of Spie's business risk profile is supported by its solid
market position as one of Europe's leading providers of
installation and maintenance services for mechanical, electrical,
and IT systems; technical facilities management; and oil, gas, and
nuclear maintenance services. This position has been enhanced
further by acquisitions in recent years, including four thus far in
2019 that will add over EUR200 million of revenues annually and
enhance Spie's market positions in Austria, Germany, and France.
Still, because the European market remains highly competitive and
fragmented, Spie has relatively small absolute market shares (less
than 10%), even in core geographies such as France and Germany.

"The company benefits from a comprehensive service offering,
flexible cost base, and good customer retention rates. We also view
Spie's customer diversification as strong with a diverse base of
over 26,000 clients, predominantly on relatively small contracts
with a significant share relating to maintenance type contracts and
renovation activity that translate into relatively strong revenue
stability and earnings.

"Our view of Spie's financial risk profile reflects our expectation
that adjusted debt-to-EBITDA will decline to the low 4x range in
2019. We believe the company will generate close to EUR300 million
of free cash flow (before International Financial Reporting
Standards [IFRS] 16 impact) in 2020 and use the funds to meet its
public dividend policy of 40% of adjusted net income, and for small
acquisitions, such that leverage falls below 4x in 2020.

"The stable outlook reflects our view that Spie's revenues will
continue to rise organically in at least the low-single-digit
percent range, with expanding EBITDA margins as restructuring costs
decline, and an adjusted debt to EBITDA below 4.5x and FFO to debt
above 15%.

"We could take a negative rating action if operating headwinds or a
renewed need for large restructuring programs result in declining
EBITDA, or if the company adopts a more aggressive financial
policy, such that adjusted debt to EBITDA stays above 4.5x and FFO
to debt remains below 15%.

"While Spie has historically shown willingness to engage in
debt-funded mergers and acquisitions, we could consider an upgrade
if the company adopted a more conservative financial policy that
prioritized deleveraging over additional acquisitions or
shareholder payments." A positive rating action would require a
commitment from management to sustain adjusted debt to EBITDA below
4x and FFO to debt above 20%.



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G E R M A N Y
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AENOVA HOLDING: S&P Downgrades Ratings to 'CCC+', Outlook Neg.
--------------------------------------------------------------
S&P Global Ratings lowered its ratings on Aenova Holding GmbH to
'CCC+' from 'B-'.

The downgrade and negative outlook reflect the approaching
refinancing deadline and our view that a successful refinancing of
the EUR550 million senior debt is unlikely before end-September
2019. With 14 months left until maturity, and adjusted debt to
EBITDA of about 11.5x on a five-year weighted average, or 9x
without the non-common equity instruments, S&P now views Aenova's
capital structure as unsustainable.

S&P said, "We understand Aenova is discussing the upcoming maturity
with its lenders but we now see only a slim likelihood that the
group will refinance 12 months prior to the maturity. We understand
a refinancing or extension may be finalized in the last quarter of
2019. However, the terms of the transaction are currently not clear
enough to us and we see execution risks to successful refinancing
given the company's high leverage and track record of negative
FOCF.

"After an especially tough 2017 and first-half 2018--with strongly
negative FOCF of about EUR25 million in 2017, deteriorating EBITDA
margins, and adjusted debt to EBITDA above 10x--we recognize that
operational performance has been gradually improving since the end
of 2018. The company grew quickly through acquisitions and its
internal organization became more complex, which led to bottlenecks
in the supply chain and delays fulfilling orders. Aenova
implemented a turnaround plan aimed at streamlining internal
organization and supply chains.

"In the first five months of 2019, we see positive momentum in
EBITDA margins (although part of the improvement is linked to
IFRS15 accounting changes with change of revenue recognition). We
expect the supply chain will become more efficient in 2019 and
adjusted EBITDA margins will now be about 12.5%-13.5%.

"Aenova generated negative FOCF of EUR18 million in the same
period, however, mostly due to working capital cash needs. Under
our base case, we expect the group will generate slightly negative
FOCF in 2019.

"The negative outlook reflects our view that Aenova may not be able
to refinance its EUR500 million term loan B and EUR50 million RCF
before the end of September 2019. If that were the case we could
consider lowering our rating to 'CCC' because the company will be
facing a near term (less than 12 months) maturity by then.

"We could lower our rating to 'CCC' if the company failed to
refinance its EUR550 million debt due in 2020 before the end of
September 2019.

"We could also lower our rating if it undertook a debt
restructuring, which we considered as distressed--for example if
terms were changed and investors received less value than the
promise of the original securities.

"We would consider raising our rating if Aenova successfully
refinanced its debt."




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G R E E C E
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GREECE: Fitch Affirms BB- LT Issuer Default Rating, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has affirmed Greece's Long-Term Foreign-Currency
Issuer Default Rating at 'BB-' with a Stable Outlook.

Key Rating Drivers

Greece's 'BB-' rating is underpinned by high income per capita
levels, which far exceed 'BB' and 'BBB' medians. The profile of
Greece's general government debt stock is exceptionally favourable
and fiscal performance over the last three years has been stronger
than 'BB' rated peers. Governance indicators are also significantly
stronger than in most sub-investment-grade peers. These strengths
are set against weak medium-term growth potential, extremely high
level of non-performing loans in the banking sector and high stocks
of general government debt and net external debt.

Parliamentary elections held on July 7 saw the centre-right New
Democracy party returning to power after more than four years in
opposition, winning 158 out of 300 seats. The last Greek election
that left one party commanding an overall majority was in 2009. The
advent of a single party majority government should help cement the
improvement in political stability seen in recent years. This could
also underpin swift implementation of New Democracy's policy
agenda.

The government (led by Prime Minister Kyriakos Mitsotakis) was
sworn in on July 8. It is too early to assess government
effectiveness and policy implementation. However, in its view, the
policy agenda could further underpin Greece's economic recovery.
The government's key economic priorities include a broad reduction
in tax rates, an acceleration of the privatisation programme and a
commitment to reduce bureaucracy. The aim is to improve the
business climate and attract private investment to sustain the
economic recovery and boost medium-term GDP growth potential.

On July 30, parliament approved a first set of measures including a
reduction in the property tax (ENFIA), which the government expects
will cost EUR205 million (0.1% of GDP) in 2019. A scheme to settle
outstanding tax and social security payments in instalments was
also approved. In September the government plans to present a
broader economic package containing tax cuts for both households
and corporates to be introduced gradually from January 2020.
Measures are likely to include a gradual cut in corporate income
tax to 20% from 28 over two years, a cut to the lowest income tax
rate to 9% from 22%, a suspension of capital gains tax on property
sales and suspension of VAT on construction activity. It is too
early to assess the overall impact of these measures on GDP growth
and public finance outturns but Fitch expects to have more
information by September when the 2020 draft budget will be
presented.

The government appears to have prioritised acceleration of
privatisations and addressing the banking sector asset quality
issues. The oversight of banking sector policies is now the sole
responsibility of the Ministry of Finance (as opposed to the
previous joint responsibility with the Ministry of the Economy and
Ministry of Justice) and the privatisation programme is overseen by
the Ministry of the Economy. In its view, this is a positive
development that could lead to swifter policy implementation in
these areas.

Public finances continue to improve. Greece posted a headline
budget surplus of 1.1% of GDP in 2018, up from 0.7% a year earlier,
driven by higher than budgeted revenues, expenditure restraint and
under-execution of capital spending. This implied a primary surplus
of 4.4% of GDP, well above the ESM programme target of 3.5% of GDP.
Fitch expects fiscal policy to remain sound and project primary
surpluses of 3.5% and 3.4% of GDP in 2019-20. General government
gross debt has peaked at 181.1% of GDP in 2018 and Fitch expects it
to decline firmly to 161% of GDP by 2021, on the back of sustained
primary surpluses, average real GDP growth of 2% and low nominal
effective interest rates.

Although the stock of general government debt will remain high,
there are mitigating factors that support debt sustainability.
Greece's cash reserves are high at EUR26.8 billion (14% of GDP) in
December 2018 and have remained undrawn since the end of the ESM
programme (August 2018). Gross financing needs are low and its
estimates (which assume full rollover of T-bills) indicate that
Greece could be fully funded until 2022-23, providing a significant
backstop against any financing risks for a prolonged period.

The concessional nature of Greece's public debt implies that debt
servicing costs are low; 90.8% of general government debt stock is
at fixed interest rates (which implies low sensitivity to interest
rate shocks), and the average maturity of Greek debt (21.1 years)
is among the longest across all Fitch-rated sovereigns. Interest
payments to revenue at 7.2% are slightly below the current 'BB' and
'BBB' medians of 7.3%. The nominal effective interest rate on
Greece's general government debt stock is well below that of most
eurozone peers.

In Fitch's view, the current fiscal policy mix may not be
sustainable over the medium term. The fiscal adjustment since 2016
has relied heavily on tax revenues and under-execution of capital
spending. The new government inherits the challenge of rebalancing
the fiscal policy mix without hampering the commitment to the
fiscal targets agreed with the official creditors. The repeal by
the previous government of the reduction in the personal income tax
threshold would make it harder to rebalance fiscal policy while
meeting the primary surplus targets (3.5% of GDP annually until
2022), particularly when taxes are being cut.

New Democracy has said that it would eventually like to reduce the
primary surplus targets by at least 1pp of GDP, which would still
involve running large primary surpluses. The government has
committed to meet the current targets for 2019 and 2020 but will
aim to renegotiate them from 2021 onwards. The government has
indicated that it will seek the reductions as part of an agreed
process with the ESM that would take account of the implementation
of other reforms, and fiscal and growth outturns. This reduces
risks of deterioration in relations with the creditors.
Greece continues to make progress towards the resumption of regular
bond issuance. Yields on Greek government bonds fell sharply after
the July snap elections. The sovereign took advantage of the
favourable market conditions and on July 16, 2019 placed a new
benchmark EUR2.5 billion seven-year bond with a yield of 1.9%. The
yield was well below 3.45% for the EUR2.5 billion five-year bond
issued in January and the lowest since Greece joined the eurozone.

Fitch has revised its 2019 real GDP growth forecast to 1.9% from
2.3%, on the back of a weaker than expected 1Q outturn, owing to a
marked slowdown in export growth and weaker public consumption.
Fitch expects growth to recover to 2.2% in 2020 and 2.0% in 2021.
Pent-up investment demand, declining unemployment rate, rising
disposable income and moderate fiscal loosening are set to support
domestic demand. The EC economic sentiment index rose to an 11-year
high in July (to 105.3 from 101.0 in June) indicating a
post-election rebound in both business and consumer confidence. The
unemployment rate is declining at a steady pace, declining to 17.6%
in April 2019 (a seven-year low) and employment grew by 2.4%.

Asset quality is improving but remains weak. Non-performing loans
(NPLs) were 45.1% of total loans at end-March 2019, down from 48.5%
at end-March 2018. While the stock is declining at a faster pace
(-13.5% yoy), the ratio to total exposures declines more slowly due
to ongoing loan contraction (-7% yoy). The economic recovery, the
gradual rebound in real estate market prices, increased
non-performing exposures (NPE) sales, greater use of electronic
auctions and, to a lesser extent, out-of-court workouts should help
banks meet new NPE targets submitted to the Single Supervisory
Mechanism for 2021 (marginally below 20%). The recently approved
Main Residence Protection Law should also provide a more effective
mechanism to work out the most problematic NPEs. The two-large
scale NPE reduction schemes proposed by the Hellenic Financial
Stability Fund and the Bank of Greece could help banks reduce NPE
more rapidly. However, there are still uncertainties regarding the
timeframe, compliance with state aid rules and the use of such
schemes by the banks.

The banks' funding profiles have improved, helped by deposit
inflows and debt issuance in wholesale markets. Piraeus and
National Bank of Greece (NBG) recently issued subordinated notes
(T2 debt) to increase their respective total capital buffers.
Specifically, Piraeus issued EUR400 million at end-June 2019
(coupon 9.75%) and NBG issued EUR400 million in mid-July 2019,
after the elections (coupon 8.25%). At end-March 2019, total
Eurosystem funding for the four systemic banks decreased to EUR8.4
billion from EUR33.7 billion at end-2017, reflecting significant
improvements in their funding profiles. This was only made of ECB
funding as banks had fully repaid the emergency liquidity
assistance by end-February 2019. Fitch expects remaining capital
controls to be lifted by the end of the year, taking into account
the improvement in banks' funding and liquidity profiles and
improved access to financial markets for the sovereign and the
banks.

Sovereign Rating Model (SRM) and Qualitative Overlay (QO)

Fitch's proprietary SRM assigns Greece a score equivalent to a
rating of 'BB+' on the Long-Term Foreign Currency IDR scale.

Fitch's sovereign rating committee adjusted the output from the SRM
to arrive at the final LT FC IDR by applying its QO, relative to
peers, as follows:

  - External finances: -1 notch, to reflect Greece's high net
external debt which is not captured in the SRM. Greece's current
account balance remains negative and the net international
investment position at -133% of GDP is markedly weaker than the
current BB median (-18% of GDP).

  - Structural Features: -1 notch, to reflect: a) weakness in the
banking sector, including a very high level of NPLs, which
represent a contingent liability for the sovereign. b) Political
risks related to post-programme monitoring by the ESM which will
require the government to maintain sizeable primary surpluses over
time.

Fitch's SRM is the agency's proprietary multiple regression rating
model that employs 18 variables based on three-year centred
averages, including one year of forecasts, to produce a score
equivalent to a LT FC IDR. Fitch's QO is a forward-looking
qualitative framework designed to allow for adjustment to the SRM
output to assign the final rating, reflecting factors within its
criteria that are not fully quantifiable and/or not fully reflected
in the SRM.

RATING SENSITIVITIES

Developments that could, individually or collectively, result in
positive rating action include:

  - Track record of reduction in general government indebtedness
and greater confidence that the economic recovery will be sustained
over time.

  - Track record of prudent economic and fiscal policy underpinned
by an orderly working relationship with official sector creditors
and a stable political environment.

  - Lower risks of crystallisation of banking sector risks on the
sovereign balance sheet.

Developments that could, individually or collectively, result in
negative rating action include:

  - A loosening of fiscal policy that undermines confidence in
general government debt sustainability.

  - Adverse developments in the banking sector increasing risks to
the real economy and the public finances.

  - Re-emergence of sustained large current account deficits,
further weakening the net external position.

Key Assumptions

Its long-run general government debt sustainability calculations
are assumptions of average primary surplus of 1.9% of GDP over
2019-40, real GDP growth that averages 1.4% over the same period
and GDP deflator converging towards 2%. Under these assumptions,
public debt declines steadily to 125% of GDP by 2030 and 111% of
GDP by 2040 from 181% of GDP in 2018.



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BLACK DIAMOND 2019-1: S&P Assigns B- (sf) Rating to Class F Notes
-----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to Black Diamond CLO
2019-1 DAC's class X, A-1, A-2, A-3, B-1, B-2, C, D, E, and F
notes. The issuer also issued unrated subordinated notes.

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

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

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

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

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

-- The counterparty risk.

S&P said, "We consider that the transaction's documented
counterparty replacement and remedy mechanisms adequately mitigate
its exposure to counterparty risk under our current counterparty
criteria.

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

"We consider that the transaction's legal structure is bankruptcy
remote, in line with our legal criteria.

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

Black Diamond CLO 2019-1 is a European cash flow corporate loan
collateralized loan obligation (CLO) securitization of a revolving
pool, comprising euro- and U.S. dollar-denominated senior secured
loans and bonds issued mainly by speculative grade borrowers. Black
Diamond CLO 2019-1 Adviser LLC is the collateral manager.

  Ratings List

  Black Diamond CLO 2019-1 DAC

  Class  Rating   Amount (mil.)

  X     AAA (sf) EUR3.00
  A-1  AAA (sf) EUR187.00
  A-2  AAA (sf) $34.36
  A-3  AAA (sf) $25.00
  B-1  AA (sf)  EUR27.00
  B-2  AA (sf)  EUR25.00
  C    A (sf)   EUR22.00
  D    BBB (sf) EUR25.00
  E    BB (sf)  EUR22.00
  F    B- (sf)  EUR11.00
  M1 Sub   NR     EUR24.50
  M2 Sub   NR     $8.152

  Sub--Subordinated
  NR--Not rated


DUNEDIN PARK: S&P Assigns Prelim BB (sf) Rating to Cl. D Notes
--------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Dunedin
Park CLO DAC's class X to D European cash flow collateralized loan
obligation (CLO) notes. 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 S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its 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 switch to semiannual payments. The portfolio's
reinvestment period will end approximately four-and-a-half years
after closing.

The issuer expects to purchase more than 50% of the effective date
portfolio from Blackstone/GSO Corporate Funding DAC (BGCF). The
assets from BGCF that weren't settled on the closing date will be
subject to participations. The transaction documents require that
the issuer and BGCF use commercially reasonable efforts to elevate
the participations by transferring to the issuer the legal and
beneficial interests in such assets as soon as reasonably
practicable.

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 (3.75%), the
reference weighted-average coupon (4.50%), and the target minimum
weighted-average recovery rate as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category."

The transaction includes an amortizing reinvestment target par
amount, which is a predetermined reduction in the value of the
transaction's target par amount unrelated to the principal payments
on the notes. This may allow for the principal proceeds to be
characterized as interest proceeds when the collateral par exceeds
this amount, subject to a limit, and affect the reinvestment
criteria, among others. This feature allows some excess par to be
released to equity during benign times, which may lead to a
reduction in the amount of losses that the transaction can sustain
during an economic downturn. S&P said, "Hence, in our cash flow
analysis, we have considered scenarios in which the target par
amount declined by the maximum amount of reduction indicated by the
arranger, and we expect the language in the transaction
documentation at closing to adequately mitigate the exposure to
this risk."

Under S&P's structured finance sovereign risk criteria, it
considers that the transaction's exposure to country risk is
sufficiently mitigated at the assigned preliminary ratings.

Until the end of the reinvestment period on April 22, 2024, the
collateral manager may 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 it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

S&P said, "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 (see "Asset Isolation And
Special-Purpose Entity Methodology," published on March 29, 2017).

"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 it will be managed by Blackstone/GSO
Debt Funds Management Europe Ltd.

  Ratings List

  Dunedin Park CLO DAC

  Class   Prelim. rating   Prelim. amount (mil. EUR)

  X       AAA (sf)       2.00
  A1      AAA (sf)      248.00
  A2A    AA (sf)         25.50
  A2B    AA (sf)       14.50
  B1      A (sf)       20.00
  B2        A (sf)        8.00
  C       BBB (sf)        23.45
  D             BB (sf)      20.55
  Subordinated notes NR 47.80

  NR--Not rated.


SYON SECURITIES 2019: Fitch Assigns Bsf Rating to Class D Notes
---------------------------------------------------------------
Fitch Ratings has assigned Syon Securities 2019 DAC's notes final
ratings as follows:

Class A: 'A-sf'; Outlook Stable

Class B: 'BBB-sf'; Outlook Stable

Class C: 'BB-sf'; Outlook Stable

Class D: 'Bsf'; Outlook Stable

Class Z: 'NRsf'

Unprotected tranche: 'NRsf'

This transaction is a synthetic securitisation of owner-occupied
(OO) residential mortgage loans originated by Bank of Scotland plc
(BoS) under the Halifax brand and secured over properties located
in England, Wales and Scotland, and which were advanced between
October 2018 and June 2019. The transaction is designed for risk
transfer purposes and includes loans selected with loan-to-value
(LTV) higher than 90% and a high proportion of first-time buyers
(FTB; 78.7%).

KEY RATING DRIVERS

High LTV Lending

This pool consists of loans originated with an LTV above 90%. As a
result the weighted average (WA) current LTV of the pool is higher
than usual for Fitch-rated RMBS at 93.9%. Fitch's WA sustainable
LTV (sLTV) for this pool is also high at 135.1% resulting in a
higher foreclosure frequency (FF) and lower recovery rate for this
pool than other transactions with lower LTV metrics.

High Concentration of FTBs

FTBs make up 78.7% of borrowers in this pool, a high concentration
compared with other RMBS transactions. Fitch considers that FTBs
are more likely to suffer foreclosure than other borrowers and, due
to the high prevalence in this pool, has considered the
concentration analytically significant. In a variation to its
criteria, Fitch has applied an upward adjustment of 1.3x to each
loan where the borrower is an FTB.

Self-Employed Borrowers

BoS does not capture the employment type in their systems, as noted
in previous transactions from the same originator (Permanent Master
Trust, Elland RMBS 2018). Fitch has assumed that 30% of the
borrowers are self-employed, in line with the approach adopted on
previous BoS transactions. Fitch believes self-employed borrowers
have a greater probability of default than full-time employees due
to higher income volatility.

Counterparty Exposure

The transaction is exposed to BoS as account bank provider, holding
all funds to redeem the notes, and counterparty to the financial
guarantee. On default of BoS, the transaction would end due to the
termination of the guarantee with the potential for redemption
funds to be lost. As a result, Fitch capped the rating of the notes
at that of BoS. Moreover, compliance of eligibility criteria and
loss determination prior to January 2029 relies on BoS's servicing
standards as no independent agent is involved in this process.

VARIATIONS FROM CRITERIA

Fitch's EMEA RMBS Rating Criteria state that a cashflow model will
not be run for assigning ratings to synthetic transactions. In this
case Fitch has run a cashflow model to assess the impact of varying
interest rates stresses and the pro-rata distribution of principal
to the notes. Further, the adjustment applied to borrowers who are
FTBs as described above represent a variation from Fitch's
published criteria.

RATING SENSITIVITIES

Material increases in the frequency of defaults and lower recovery
rates on foreclosed properties producing losses greater than
Fitch's base case expectations may result in negative rating action
on the notes. Fitch's analysis revealed that a 30% increase in the
WAFF, along with a 30% decrease in the WA recovery rate, would
imply a downgrade of the class A notes to 'BBB-sf' from 'A-sf'.



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

OFFICINE MACCAFERRI: Moody's Cuts CFR to Caa1, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating of
Officine Maccaferri S.p.A. to Caa1 from B3, and its probability of
default rating to B3-PD from B2-PD. Concurrently, Moody's has also
downgraded to Caa1 from B3 the rating on the EUR190 million senior
unsecured notes due in June 2021. The outlook was changed to stable
from rating under review.

The rating action concludes the review process initiated by Moody's
on May 29, 2019.

"The downgrade to Caa1 reflects the lack of meaningful progress,
since we placed the ratings on review, on the search for a
strategic partner and on the refinancing of the 2021 bond, at a
time when the company's liquidity remains weak and its leverage
remains high, expected at around 6.5x by the end of 2019," says
Giuliana Cirrincione, Moody's lead analyst for Maccaferri.

RATINGS RATIONALE

Moody's understands that the search for a strategic partner to join
Maccaferri's share capital and the potential refinancing of the
2021 bond are unlikely to be completed by the end of 2019, as both
transactions have been put on hold until the restructuring plan of
Maccaferri's ultimate parent -- due by early November this year -
gets a Court approval.

In this context of ongoing uncertainty, the company's efforts to
improve its weak liquidity position have also been slow, increasing
refinancing risks as the maturity of its EUR190 million bond in
2021 approaches.

In addition, despite the adequate operating performance during 2018
(i.e. excluding a number of non-trading related one-off items),
credit metrics will remain under pressure, with financial leverage
(measured as Moody's-adjusted gross debt to EBITDA ratio) and
interest coverage (measured as Moody's-adjusted EBIT to interest
expense ratio) estimated by the rating agency at around 6.5x and
1.0x, respectively, over the next 12-18 months.

In Moody's view, this reduces the company's financial flexibility
and, ultimately, may cause the company difficulties in effecting a
timely and cost effective refinancing in due course.

Based on Moody's estimates, Maccaferri's liquidity will remain weak
over the next 12-18 months. The company relies on a EUR35 million
committed factoring line, maturing in November 2019 but expected --
according to the company - to be renewed shortly until May 2021.
The average drawings under this line are however high, implying
only limited additional availability under external committed
credit facilities in case of liquidity stress. Maccaferri also
continues to rely on additional short-term bank lines and to make
extensive use of supply chain finance programs.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook reflects Moody's expectation that, despite the
ongoing uncertainties over SECI's restructuring plan, Maccaferri
will maintain an adequate operating performance and overall stable
credit metrics over the next 12-18 months, with a Moody's-adjusted
gross debt to EBITDA ratio at around 6.5x and a Moody's-adjusted
EBIT to interest expense ratio at 1.0x.

The stable outlook also assumes that the company will successfully
renew its EUR35 million factoring line ahead of its maturity in
November 2019.

WHAT COULD CHANGE THE RATING UP/DOWN

The ratings could be upgraded if (1) the company is able to
deleverage steadily from current levels in a way that could support
a timely and successful refinancing of its 2021 bond; and (2) an
adequate liquidity position is restored, as a result of improved
free cash flow generation and increased availability under external
committed credit lines.

Conversely, ratings could be downgraded if (1) liquidity
deteriorates further if the company is unable to renew the maturing
liquidity lines; and (2) operating performance weakens, leading to
a deterioration in the company's prospects to successfully
refinance its bond maturity.

LIST OF AFFECTED RATINGS

Issuer: Officine Maccaferri S.p.A.

Downgrades:

LT Corporate Family Rating, Downgraded to Caa1 from B3

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

Senior Unsecured Regular Bond/Debenture, Downgraded to Caa1 from B3


Outlook Action:

Outlook, Changed To Stable From Rating Under Review

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Building
Materials published in May 2019.

COMPANY PROFILE

Officine Maccaferri S.p.A., incorporated in Bologna, Italy, is a
leading designer and manufacturer of environmental engineering
products and solutions, with a global footprint. It reports under
four divisions: the Double Twist Mesh products, the Geosynthetics
polymer materials, the Rockfall and snow protections nets and the
Other Products division, which includes a range of tunneling and
wall reinforcing products, as well as engineering solution services
and wire products. In 2018, the company reported EUR535 million
revenue and EUR47 million EBITDA adjusted for extraordinary items.

WIND TRE: Fitch Places BB- LT IDR on Rating Watch Positive
----------------------------------------------------------
Fitch Ratings has placed Wind Tre SpA's Long-Term 'BB- 'and
Short-Term 'B' Issuer Default Ratings as well as the company's 'BB'
senior secured debt rating on Rating Watch Positive following the
announcement of an internal reorganisation of its parent company CK
Hutchison Holdings Limited (CKHH, A- /Stable).

After the reorganisation completion Wind Tre will be owned by CK
Hutchison Group Telecom Holdings Limited (CKHT, BBB+(EXP)/Stable),
the new holding company that consolidates CKHH's telecoms
businesses in Europe (3 Group) and 66%-owned listed entity
Hutchison Telecommunications Hong Kong Holdings.
The reorganisation involves the conversion of shareholder loans to
equity and refinancing of most of CKHT's debt. Fitch expects the
refinancing to be funded by bridging facilities, which in turn,
will be later refinanced with longer-term bonds and term loans.
Fitch expects strong strategic and operational ties between the
parent and the subsidiary, which may result in top-down notching of
Wind Tre's rating from the parent or equalisation of the ratings
depending on the structure of the transaction. Wind Tre will be the
largest asset of the new telecom group, contributing around half
the group's total EBITDA.

Key Rating Drivers

Potential Multi-Notch Upgrade: Fitch may apply a top-down approach,
notching Wind Tre's ratings down from the parent's rating or
equalise the ratings of Wind Tre and CKHT as the linkage between
the parent and the subsidiary will likely be strong. Following the
reorganisation completion Fitch will apply its "Parent and
Subsidiary Rating Linkage Criteria" to reassess the strength of
links between the new parent CKHT and Wind Tre. Fitch expects
strategic and operational ties to be strong as Wind Tre will be the
largest asset of the new telecom group and all debt at the
subsidiary level is expected to be refinanced at the parent level.

Fitch currently applies a single-notch uplift to Wind Tre's 'B+'
standalone rating, based on moderate linkages between a weaker
subsidiary and a stronger parent.

Core Operating Subsidiary: Wind Tre had the largest estimated
contribution to CKHT's pro-forma EBITDA at around 50% at end-2018,
followed by the UK business with 22%. Other less-significant cash
flow comes from Austria (10%), Sweden (6%), Denmark (2%), Ireland
(5%) as well as Hong Kong and Macau (4%). Operationally Fitch would
expect these subsidiaries to continue to be managed largely
independently. The potential for direct operational or cost
synergies is somewhat limited.

Parental Support Drives CKHT's Ratings: Fitch uses a top-down
rating approach, with CKHT's expected IDR (BBB+) notched down by
one level from the ratings of parent CKHH. CKHT is fully owned and
is strategically important to the CKHH group, being its largest pro
forma contributor of EBITDA and total assets in 2018 (30% each).
CKHH has previously provided tangible support to CKHT companies
through shareholder loans.

Legal ties are moderate to strong, underpinning its expectation
that parental support would be available, if needed. The group
continues to be tightly managed by CKHH, which makes key
operational and investment decisions. However, Fitch regards
operational ties to be moderate due to limited operational
integration with CKHH's diversified core businesses.

Challenging Environment: Wind Tre's competitive position remains
challenging as the company is more exposed to the impact of Iliad's
entry than other mobile operators. National roaming revenue from
Iliad means that Wind Tre has around two to three years to
consolidate its underlying operating performance. To avoid pressure
on its standalone rating, Wind Tre needs to establish greater
financial flexibility over the medium term to compensate for
declining national roaming revenue and to fund a significant
spectrum instalment payment in 2022.

Derivation Summary

Wind Tre, as a single-country operator, benefits from large scale
and a well-established operating position in Italy. It has larger
revenue and subscriber market shares than Swiss-based Sunrise
Communications Holdings S.A. (BB+/RWN) or P4 Sp. z.o.o. (BB/Stable)
in Poland. However, Wind Tre is significantly more leveraged than
its peers, which justifies a multi-notch difference in ratings.
Roughly equally sized and mobile-only Telefonica Deutschland
Holding AG is rated 'BBB' with Stable Outlook because it manages
leverage at a significantly lower level, has strong pre-dividend
free cash flow (FCF) and faces insignificant market pressure. Wind
Tre's rating benefits from one-notch uplift to the company's
standalone rating of 'B+' for potential parental support from
CKHH.

Key Assumptions

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

  - Decline in mobile revenue of high- to mid-single-digit
percentages yoy in 2019-2021

  - Flat fixed-line revenue growth in 2019-2021

  - EBITDA margin approaching 40% in 2019 on the back of peak
roaming proceeds from Iliad before gradually declining to around
36% by 2021

  - Capex to peak in 2019 at 26% of revenue, before declining to
21% per year in 2020 and 2021

RATING SENSITIVITIES

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

  - Improved competitive position combined with strong operating
and financial performance

  - FFO-adjusted net leverage sustainably below 4.8x
Developments that May, Individually or Collectively, Lead to
Negative Rating Action on Standalone Rating

  - FFO adjusted net leverage above 5.5x on a sustained basis

  - Continuing operating and financial pressures leading to
negative FCF generation

Liquidity and Debt Structure

Comfortable Liquidity: As of end-1Q19, Wind Tre had EUR192 million
of cash and cash equivalents and an undrawn revolving credit
facility of EUR400 million that matures in 2022. It does not face
any significant refinancing exposure until 2021.

WIND TRE: Moody's Reviews B1 CFR for Upgrade
--------------------------------------------
Moody's Investors Service placed Wind Tre SpA's ratings on review
for upgrade, following the announcement that the newly created
company CK Hutchison Group Telecom Holdings Limited (Baa1 stable)
plans to repay Wind Tre's outstanding debt by refinancing this debt
at CK Hutchison Telecom level. CK Hutchison Telecom is a new
telecommunications holding company wholly-owned by CK Hutchison
Holdings Limited (A2 stable). Affected ratings include the
company's B1 corporate family rating, the B1-PD probability of
default rating, and the B1 rating on the senior secured notes and
Term Loan A issued by Wind Tre.

"The decision to place Wind Tre's ratings on review for upgrade
reflects the expectation that Wind Tre's stand-alone credit metrics
could improve significantly following the refinancing of its debt
at CK Hutchison Telecom level, as well as increased evidence of
explicit support from Wind Tre's shareholder, CKHH," says Ernesto
Bisagno, Vice President-Senior Credit Officer and lead analyst for
Wind Tre.

RATINGS RATIONALE

In July 2019, CKHH formed CK Hutchison Telecom, an entity that
consolidates CKHH's European and Hong Kong-based operations
(including Wind Tre, 3 UK, 3 Austria, 3 Sweden, 3 Denmark, 3
Ireland, and Telecom Hong Kong) under one holding. CK Hutchison
Telecom plans to repay all the existing external debt of Wind Tre
of approximately EUR10 billion and refinance it at CK Hutchison
Telecom level.

With no further details provided on the process, Moody's review
will focus on Wind Tre's capital structure after the refinancing,
as well as its financial policy and relationship with its parent CK
Hutchison Telecom. The review process may be concluded with a
multi-notch upgrade on the rating, reflecting the fact that its
stand-alone financial profile may be stronger after the
refinancing, and that Wind Tre remains an integral part and a
strategic investment for the much larger and Baa1-rated CK
Hutchison Telecom group.

Wind Tre's B1 rating reflects (1) its position as one of the
largest mobile operators in Italy and its challenger position; and
(2) the full ownership by CKHH. The rating is constrained by (1)
the highly leveraged standalone capital structure before the
proposed refinancing, with Moody's adjusted debt/EBITDA at around
5.4x-5.5x through 2021, pre-IFRS 16; (2) its weaker, although
improving, network quality compared with peers; (3) the future
gradual reduction in wholesale revenues from Iliad SA; and (4) the
still high competition in the Italian market.

LIST OF AFFECTED RATINGS

On Review for Upgrade:

Issuer: Wind Tre S.p.A.

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

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

Senior Secured Bank Credit Facility, Placed on Review for Upgrade,
currently B1

Senior Secured Regular Bond/Debenture, Placed on Review for
Upgrade, currently B1

Outlook Actions:

Issuer: Wind Tre S.p.A.

Outlook, Changed To Rating Under Review From Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Created from the merger of WIND Telecomunicazioni S.p.A. and H3G
S.p.A., Wind Tre S.p.A.is a leading alternative integrated telecom
operator in Italy. The company provides wireless and fixed-line
voice, internet, broadband and data services. Based on the number
of human subscriptions, Wind Tre is the largest Italian mobile
operator, with a 32.8% market share, and the fourth-largest
broadband provider, with a 14.4% market share (all figures as of
December 31, 2018; source: AGCOM).



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

EUROSAIL-NL 2007-2: S&P Affirms B- (sf) Rating on Class C Notes
---------------------------------------------------------------
S&P Global Ratings raised its credit rating on Eurosail-NL 2007-2
B.V.'s class A notes and affirmed its ratings on all other classes
of notes.

S&P said, "Upon revising our structured finance counterparty
criteria, we placed our ratings on the class A and M notes under
criteria observation. Following our review of the transaction's
performance and the application of our revised structured finance
counterparty criteria, our ratings on these notes are no longer
under criteria observation.

"These rating actions follow our credit and cash flow analysis of
the transaction and the application of our residential loans
criteria.

"The collateral performance has stabilized since our previous full
review. The number of arrears of more than six months for which the
borrowers have not fully paid their scheduled mortgage payments in
the preceding three payments has decreased to 2.2% from 3.4%. That
said, we have excluded these loans from our analysis of the
collateral pool and assumed a recovery was realized after 18
months. Most of the borrowers for these loans have not been current
or paying full mortgage payments for some time, so we believe they
will not provide immediate cash flow credit to the transaction
until recovery."

The available credit enhancement, considering the above adjustment
for loans more than six months in arrears, has increased for all
classes of notes in this transaction.

After applying S&P's residential loans criteria to the transaction,
it observed that the weighted-average foreclosure frequency (WAFF)
increased and the weighted-average loss severity (WALS) decreased
since its previous review.

  WAFF And WALS Levels
  Rating level WAFF (%) WALS (%)
  AAA        39.79    46.30
  AA           28.76    41.60
  A             22.20    33.22
  BBB          15.50    28.52
  BB            8.90     25.14
  B             6.72     21.97

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

The WAFF decreased due to the application of S&P's arrears
assumptions, while the WALS movement is mainly due to its updated
market value decline assumptions. The overall effect is a decrease
in the required coverage for all rating levels.

The reserve fund is increasing and it's currently at 26.87% of its
target level. The liquidity facility is no longer available in the
transaction.

S&P said, "Under our counterparty criteria, our ratings on the
notes are constrained by our resolution counterparty rating (RCR)
on Credit Suisse International, as swap provider. Therefore, the
maximum rating achievable on the notes is now 'AA- (sf)'.

"The class A notes pass our credit and cash flow stresses at the
'AA+ (sf)' level. However, this class of notes is capped by the
swap provider counterparty rating. Hence, we have raised to 'AA-
(sf)' from 'A+ (sf)' our rating on the class A notes.

"The available credit enhancement for the class M and B notes is
commensurate with the currently assigned ratings. We have therefore
affirmed our 'A (sf)', and 'BB (sf)' ratings on the class M and B
notes, respectively.

"Our analysis also indicates that the available credit enhancement
for the class C notes is commensurate with the currently assigned
rating. In our opinion, considering the slight increase in credit
enhancement and the stable collateral performance, these notes can
still withstand a steady-state scenario without favorable
conditions, reflected in a 'B- (sf)' rating in accordance with our
'CCC' criteria. We have therefore affirmed our 'B- (sf)' rating on
this class of notes.

"Given the negative available credit enhancement, the termination
of the liquidity facility in the fourth quarter of 2017, and the
cash reserve fund's current level, the payment of interest and
principal on the class D1 notes still depends upon favorable
business, financial, and economic conditions, in our view.
Following the application of our 'CCC' criteria, we have therefore
affirmed our 'CCC+ (sf)' rating on this class of notes."

The assets backing Eurosail-NL 2007-2 are nonconforming residential
mortgage loans originated by ELQ Hypotheken.

  Ratings List

  Eurosail-NL 2007-2 B.V.
  
  Class  Rating to Rating from

  A     AA- (sf) A+ (sf)
  B     BB (sf)  BB (sf)
  C     B- (sf)  B- (sf)
  D1    CCC+ (sf) CCC+ (sf)
  M      A (sf)   A (sf)




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

GARANTI BANK: Fitch Affirms BB- LT IDR, Outlook Stable
------------------------------------------------------
Fitch Ratings has affirmed Garanti Bank S.A.'s Long-Term Issuer
Default Rating at 'BB-' with a Stable Outlook, Short-Term IDR at
'B' and VR at 'bb-', and downgraded its Support Rating to '4' from
'3'.

The rating actions follow the downgrade of GBR's direct parent
Turkiye Garanti Bankasi A.S. to 'B+'/ Negative Outlook.

KEY RATING DRIVERS

IDRS AND VR
GBR's IDRs are driven by its VR, and the Stable Outlook reflects
its view that GBR is sufficiently independent from TGB and that
internal and regulatory restrictions on capital and funding
transfers are sufficiently strict to allow for GBR to be rated
above TGB.

GBR's VR and IDRs primarily reflect its relatively small size and
franchise, and historically volatile, albeit recently improved
operating profitability. GBR has been addressing asset quality
problems, which has resulted in a decline in Stage 3 loans to 4.8%
of gross loans at end-2018. It has also strengthened its
capitalisation (17.5% Fitch Core Capital ratio). Funding is sourced
mainly from customer deposits (90%) and GBR is not reliant on
parent funding, with the exception of a EUR10 million subordinated
loan.

SR

GBR's SR indicates a limited probability of institutional support
from its ultimate parent, TGB's controlling shareholder Banco
Bilbao Vizcaya Argentaria (BBVA; A-/Negative). Fitch expects the
support extended by BBVA to GBR to flow through TGB. Fitch's view
of risks of government intervention in the Turkish banking sector
limit its assessment of support available to TGB and ultimately to
GBR at the 'B+' level, which corresponds to a SR of '4'.

RATING SENSITIVITIES

IDRS and VR

GBR's Long-Term IDR and VR could be downgraded if any capital
upstreaming measures undertaken by the parent significantly weaken
its solvency, or if its funding and liquidity deteriorate in
relation to stress at the parent level. The ratings remain
sensitive to a sharp deterioration of asset quality or earnings.

An upgrade of the bank's VR would require a strengthening of its
franchise and a track record of profitable growth while maintaining
adequate asset quality and capital metrics. An upgrade would also
depend on GBR's credit profile remaining independent from that of
its parent. Because of contagion risk the potential uplift of a
subsidiary's VR from its parent's Long-Term IDR is usually limited
to a maximum of three notches under Fitch's criteria.

The presence of potential contagion risk means that GBR's VR and
IDRs could be sensitive to a further downgrade of TGB's Long-Term
IDR. Conversely, a multi-notch upgrade of TGB's Long-Term IDR,
which Fitch does not expect, would result in an upgrade of GBR's
Long-Term IDR, which would then be based on institutional support.


GBR's Short-Term IDR of 'B' corresponds to a Long-Term IDR between
'BB+' and 'B-' and will only change if the Long-Term IDR moves
outside this range.

SUPPORT RATING

GBR's SR is primarily sensitive to changes in TGB's risk profile. A
downgrade of its parent's Long-Term IDR by more than one notch
would result in a downgrade of GBR's SR. An upgrade of TGB's
Long-Term IDR, which Fitch does not consider likely given the
Negative Outlook on its rating, would result in an upgrade of the
SR.

GBR's SR is also sensitive to the subsidiary's strategic importance
for its ultimate owner BBVA. Increased strategic importance within
the BBVA group could positively impact GBR's SR if this indicated a
higher propensity of BBVA to support GBR than currently assumed.



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

TURKEY: S&P Affirms B+ Unsolicited LT FC Sovereign Credit Rating
----------------------------------------------------------------
On Aug. 2, 2019, S&P Global Ratings affirmed its unsolicited
long-term foreign currency sovereign credit rating on Turkey at
'B+' and its unsolicited long-term local currency sovereign credit
rating at 'BB-'. The outlook is stable.

S&P affirmed the unsolicited short-term foreign and local currency
sovereign credit ratings at 'B'.

S&P also affirmed the unsolicited Turkey national scale ratings at
'trAA+/--/trA-1+'.

Outlook

S&P said, "The stable outlook reflects our baseline forecast that,
despite the absence of a coordinated and proactive policy response,
the Turkish economy and banking system will navigate existing
challenges over the next year, helped by the U.S. Federal Reserve's
looser monetary policy. We forecast that growth will moderately
recuperate and current account deficits will remain contained over
the medium term.

"We could lower our ratings on Turkey if we saw an increasing
likelihood of systemic banking distress with the potential to
undermine Turkey's fiscal position. Key indicators of this could
include a rise in corporate loan book default rates in excess of
our current forecast, difficulties rolling over banks' foreign
funding, or waning confidence in the lira and banking system by
Turkey's domestic residents resulting in deposit withdrawals or
their sustained further dollarization. We could also lower the
ratings if Turkey's economic growth weakened materially beyond our
projections, which could likewise weigh on the government's fiscal
performance.

"We could consider an upgrade if the government successfully
devised and implemented a credible and transparent economic
adjustment program that bolsters confidence in Turkey's banks and
economy, while reducing balance-of-payments risks and bringing a
sustained decline in inflation."

Rationale

S&P said, "Our ratings on Turkey remain constrained by what we view
as weak institutions. We believe there are limited checks and
balances between government bodies, raising questions about
Turkey's ability to address the challenging environment for the
financial sector and broader economy. Power remains concentrated in
the hands of the executive branch, making future policy responses
difficult to predict. At the same time, the outcome of local
elections held earlier this year suggests that Turkey's political
system retains a degree of competition, and the electorate appears
sensitive to economic and financial conditions.

"The ratings are also constrained by our view of Turkey's elevated
external refinancing risks. Despite the turnaround in the current
account balance following the August 2018 currency crisis, the
Turkish private sector still has to annually roll over foreign debt
amounting to over 20% of GDP. The U.S. Federal Reserve's looser
monetary policy stance has eased immediate pressures this year, but
risks could increase if emerging market capital flows were to
reverse. Investor sentiment could also worsen if economic policies
in Turkey lead to the re-emergence of internal and external
economic imbalances."

Turkey retains a comparatively low net general government debt
burden thanks to past economic policies, which supports the
ratings. S&P thinks the government still has some fiscal headroom
that should help it to absorb the consequences of the ongoing
economic adjustment. Nevertheless, the combination of support for
public-private partnerships, weaker economic growth, and possible
private-sector external funding pressures requiring government
support could erode what appears to be a sound public balance
sheet.

Institutional and Economic Profile: There are signs of economic
stabilization, but S&P doesn't expect a return to past high growth
rates

-- S&P expects the Turkish economy to contract by 0.5% in 2019,
but to expand by 3% annually thereafter.

-- The domestic institutional environment remains weak, with power
at the national level centered around the presidential
administration. This concentration of power underpins an uncertain
policy outlook.

-- Several geopolitical risks persist, including the potential for
deterioration in regional security, as well as in Turkey's
relations with the U.S. and EU.

Turkey is currently undergoing a period of economic adjustment, and
S&P expects real GDP to contract by 0.5% in 2019. This adjustment
follows sustained overheating of the domestic economy, which
abruptly ended with the currency crisis in August 2018. In S&P's
view, the consequences of last year's balance of payments stress
will weigh on the Turkish economy over the medium term.

The economy has shown some signs of stabilization early in 2019.
Although real GDP contracted by 2.6% year on year up to March, in
quarterly seasonally adjusted terms output increased by 1.3%. This
underpins a technical exit of the Turkish economy from recession
following three quarters of negative growth last year. Several
other indicators suggest that the economy is bottoming out:

-- Industrial production increased by an average of 1% month on
month in the first half of 2019;

-- The real sector confidence index strengthened from the lows
registered in October-November last year; and

-- Strong export performance in real terms over the first five
months of 2019.

S&P said, "Despite the aforementioned stabilization, in the absence
of a more comprehensive policy response, we expect economic
activity to remain muted in the coming months. The lira exchange
rate weakened by almost 30% in 2018 and by a further 5% so far this
year. This, in turn, weighs on the Turkish corporate sector, which
has a heavy foreign currency debt burden. Coupled with tight
domestic financing conditions, the investment outlook remains weak,
in our view. We forecast that investments will contract by 8% in
real terms this year. At the same time, still-high inflation and a
rise in unemployment are a drag on consumption, which we expect
will contract by 1.8% in 2019. Importantly, we also consider that
stronger first-quarter growth outcome has been propped up by the
fiscal easing engineered through a number of temporary tax cuts
(many of which were discontinued after June 2019) as well as a
credit stimulus financed by public banks.

"Under our base-case economic scenario, we don't expect a
substantial output contraction but we equally don't expect a quick
return to high growth rates as happened after the 2001 and 2009
crises. In our view, the lack of a credible and coordinated policy
response to last year's currency crisis, as well as lingering
political and business environment risks, will weigh on confidence,
hampering growth. The absence of a package to bolster confidence in
domestic banks and swiftly resolve problematic assets will also
dampen the economic outlook. Lastly, we consider that the global
economic cycle is at a turning point, with weaker growth
potentially ahead for some of Turkey's key trading partners--for
instance in Europe, which has so far bolstered Turkish exports'
performance.

"Consequently, we expect medium-term output growth rates at close
to 3%. We don't consider that to be a high growth rate for Turkey,
particularly taking into account the rate of population growth,
which has averaged about 1.5% annually over the past 10 years.

"Positively, there are indications that Turkey's underlying
competitiveness is exerting itself, facilitated by the exchange
rate adjustment--and that this is benefiting the country's current
account position. This is the case, for instance, in the tourism
sector. We continue to see some upside potential to Turkey's export
performance over the short-to-medium term.

"In our view, Turkey's institutional arrangements have eroded
substantially in recent years and are a major constraint for the
sovereign ratings. In the June 2018 presidential and parliamentary
elections, the president and the Adalet ve Kalkinma Partisi
(AKP)-led coalition secured a victory that was the final chapter in
Turkey's transition to an executive presidential system. In our
view, this concentration of power has left Turkey ill prepared to
deal with the fallout from last year's balance-of-payments
stress."

In June, Ekrem Imamoglu of the opposition Republican People's Party
(CHP) was elected as mayor of Istanbul, following an earlier
opposition victory in local elections in Ankara. In S&P's view, the
acknowledgement of the announced result by the government can be
viewed as positive in the context of Turkey's institutional
arrangements. S&P considers that increased political competition in
Turkey may lead to greater scrutiny of public spending, but the
situation remains fluid. It also remains to be seen how the
opposition's control of key urban centers can co-exist with the
president's far-reaching powers at the national level.

S&P also continues to see risks stemming from Turkey's
international relations. Multiple points of contention remain in
Turkey's relations with the U.S. The most pertinent friction
appears to be the Turkish government's decision to purchase S-400
surface-to-air missiles from Russia, which S&P understands already
started to arrive in Ankara in July. That raises the prospect of
U.S. sanctions under the Countering America's Adversaries Through
Sanctions Act, the severity of which is hard to predict. S&P's
current forecasts are based on the expectation of mild sanctions,
such as Turkey being excluded from purchasing the F-35 military
aircraft alongside specific measures against selected companies and
individuals. If the sanctions turned out to be more far
reaching--restricting banks' access to foreign funding, for
example--the consequences for Turkey's economy could be more
pronounced.

Turkey's interactions with the EU also remain complex. There are
several points of cooperation, most notably the March 2016 refugee
deal, the implementation of which broadly continues. At the same
time, several resolutions adopted by the European Parliament as
well as the de facto freeze on Turkey's EU accession process have
somewhat soured diplomatic relations. More recently, Turkey has
stepped up exploratory drilling near Northern Cyprus in search for
gas, which has drawn criticism from the Republic of Cyprus as well
as the rest of the bloc. In response, the EU announced a number of
measures, including curbing of high-level contacts with Turkey as
well as suspension of European Investment Bank lending for
government-linked projects in Turkey.

Regional security remains a concern. Apart from geopolitical
repercussions, any deterioration could decrease tourism flows. This
could happen if tensions in Syria were to escalate, or if there was
an increased domestic terrorist threat, for instance, due to
Turkish military operations against the Kurdish "People's
Protection Units" (YPG) in Syria.

Flexibility and Performance Profile: Balance-of-payments risks are
elevated and the budget deficit is widening, but fiscal headroom
remains

-- Despite the turnaround in the current account,
balance-of-payments risks persist due to the sizable stock of
external debt with a front-loaded maturity schedule.

-- Fiscal space remains given the comparatively low net general
government debt of 30% of GDP, although budgetary performance has
deteriorated this year.

-- Inflation is tapering off and will average a still-high 15.2%
in 2019.

Last year's currency crisis notably affected Turkey's balance of
payments. Following years of sizable deficits (averaging 5% of GDP
in 2013-2017), the current account switched to a surplus in a
matter of weeks in August 2018. This primarily reflects a collapse
in imports following a sharp depreciation of the lira exchange
rate. It also reflects the reduced availability of external
financing. The current account has remained close to balance so far
in 2019, posting a cumulative deficit of just $3 billion (1% of
half-year GDP) through May, compared with a $28 billion cumulative
deficit (8% of half-year GDP) during the same period last year.

S&P said, "Despite a significant turnaround in Turkey's external
balance, we still view balance-of-payments risks as elevated. This
is mainly because years of past external shortfalls have led to a
substantial increase in private-sector external debt to 40% of GDP
at the end of last year, from 25% in 2010. The accumulated debt is
characterized by a front-loaded repayment schedule, with about half
maturing over the next 12 months. Of this, over 50% pertains to the
country's banking system.

"We previously highlighted downside risks to banks' foreign debt
refinancing. Positively, and in line with our base case, banks were
able to roll over close to 80% of their external debt coming due
over the last year. We understand that some banks did not refinance
maturing debt, not because they lost market access but because
credit demand was rapidly declining and the outlook for lending was
weakening. That said, the cost of external funding has risen
substantially since the beginning of 2018.

"We consider that the looser monetary policy stance of the U.S.
Federal Reserve and the European Central Bank has been a key factor
supporting Turkish banks' continued access to foreign funding, as
capital flows to emerging markets picked up." This, in turn, should
help keep any immediate foreign funding pressures for Turkey at
bay. Any reversal of the currently unusually benign global
financial conditions could re-sensitize financial markets to the
potential balance-of-payments risks we have highlighted. Investor
sentiment could also deteriorate if Turkish authorities pursue
expansionary policies to boost short-term growth, triggering a
re-emergence of internal and external imbalances, namely a reversal
in the downward trend in inflation and a rapid widening of the
current account deficit.

S&P currently expects some deleveraging in the banking sector in
2019, with an external debt rollover ratio of 80%-90% for the rest
of the year. Apart from external factors--such as a tighter
monetary policy stance by key western central banks or tougher U.S.
sanctions on Turkey--downside risks also remain if residents were
to lose confidence in the stability of the domestic financial
system and withdraw deposits. So far, this scenario has remained
remote, in S&P's view.

The Central Bank of the Republic of Turkey (CBRT) has limited
buffers to counter a potential deterioration in balance of
payments, in our view. Although headline foreign exchange reserves
amount to US$97 billion (13% of GDP), a large proportion pertains
to the CBRT's liabilities in foreign currency to the domestic
banking system. This reflects the required reserves on banks'
foreign-exchange (FX) deposits, liabilities under the reserve
option mechanism, as well as short-term swaps that the CBRT has
been increasingly using this year to shore up FX. Excluding the
aforementioned funds, which may not be readily available for
balance of payments needs, S&P estimates the CBRT's net reserves
are much smaller at US$37.5 billion (5% of GDP).

In contrast to the balance of payments, Turkey's fiscal position
remains supportive of the sovereign ratings. Historically, the
government ran recurrent fiscal deficits, but these have been
contained, averaging only slightly higher than 1% of GDP over the
past five years. This underpins the authorities' comparatively low
leverage today, with net general government debt amounting to about
30% of GDP.

Still, budgetary performance has deteriorated compared to the
modest shortfalls exhibited in the past. Last year's general
government deficit widened to almost 3% of GDP, even though it has
been bolstered by a series of one-off revenue measures such as a
tax amnesty and the introduction of an optional fee payment that
allows citizens to opt out of military service. This trend has
continued into 2019. A series of one-off measures have affected the
headline fiscal performance this year:

-- The authorities have legislated for an early transfer of the
CBRT's profits worth about 1% of GDP at the beginning of the year;

-- In April, the government capitalized a number of public banks
by 0.7% of GDP, with the expenditure being booked below the line,
that is, increasing government debt but not widening the headline
general government deficit; and

-- A further 1% of GDP transfer of the CBRT's so-called legal
reserves was agreed in July to shore-up underperforming revenues
vis-a-vis original budget plans.

Given the weaker economic dynamics and some fiscal loosening
implemented by the authorities in the first half of 2019, S&P now
forecasts the headline general government deficit will widen to 4%
of GDP this year. However, adjusting for the one-off measures
mentioned above, the deficit is almost 7% of GDP.

Despite the aforementioned risks, the government still has policy
space to leverage the public balance sheet if needed, in S&P's
view. Such a need could arise, for example, if the government
decided to support parts of the banking system through
recapitalizing individual institutions or undertaking a broader
sector clean-up by moving nonperforming assets to a "bad bank."

So far, the authorities have not provided any concrete plans as to
how they might deal with deterioration in bank asset quality. S&P's
baseline scenario envisages banks taking a gradual approach toward
problematic assets without front-loading any write-offs or
collateral devaluation. There have been some attempts to facilitate
restructuring and the entry of foreign players into the
nonperforming loan market, but these have not gained traction. S&P
said, "At present, official nonperforming loans are around 4.5% of
system loans, which we think underestimates existing credit risk
because of evergreening and the reluctance to recognize some
problematic loans as nonperforming upfront. We forecast that
problem loans (including restructured loans) will reach double
digits over the next two years."

S&P said, "In our view, Turkey's monetary policy has been
historically ineffective in managing inflation. The CBRT has never
met the 5% medium-term target that was introduced in 2012, while
the real effective exchange rate has shown substantial swings. The
CBRT has faced increasing political pressure in recent years, which
in our view is impairing its effectiveness, often by delaying
timely responses to rising inflation. Inflation soared to 25% in
October 2018 and currently stands at close to 15% in year-on-year
terms.

"We consider that political pressure on the independence of the
CBRT continues. The president dismissed the CBRT governor in July,
weeks ahead of the key decision on interest rates. Subsequently,
the CBRT lowered the key repo rate by 425 basis points, well above
the consensus market expectation at the time.

In parallel, domestic deposits are becoming increasingly dollarized
as residents move to hedge their currency and inflation risks. S&P
estimates that about 50% of resident deposits are now denominated
in foreign currency, up from 44% a year ago.

The long-term local currency rating on Turkey is one notch higher
than the long-term foreign currency rating. In S&P's view, the
floating exchange rate regime, comparatively developed local
currency capital markets, and the fact that about 50% of government
debt is denominated in local currency and almost entirely held
domestically imply a lower default risk on Turkey's
lira-denominated sovereign commercial debt than its foreign
currency-denominated debt. This is also premised on S&P's
expectation that Turkey will continue to fund a large share of its
financing needs in the local currency debt capital markets and that
the process will be transparent and driven by market forces.

In accordance with S&P's relevant policies and procedures, the
Rating Committee was composed of analysts that are qualified to
vote in the committee, with sufficient experience to convey the
appropriate level of knowledge and understanding of the methodology
applicable. At the onset of the committee, the chair confirmed that
the information provided to the Rating Committee by the primary
analyst had been distributed in a timely manner and was sufficient
for Committee members to make an informed decision.

After the primary analyst gave opening remarks and explained the
recommendation, the Committee discussed key rating factors and
critical issues in accordance with the relevant criteria.
Qualitative and quantitative risk factors were considered and
discussed, looking at track-record and forecasts.

The committee's assessment of the key rating factors is reflected
in the Ratings Score Snapshot above.

The chair ensured every voting member was given the opportunity to
articulate his/her opinion. The chair or designee reviewed the
draft report to ensure consistency with the Committee decision. The
views and the decision of the rating committee are summarized in
the above rationale and outlook. The weighting of all rating
factors is described in the methodology used in this rating
action.

  Ratings List

  Ratings Affirmed

   Turkey                      Sovereign Credit Rating

   Foreign Currency *                    B+/Stable/B
   Local Currency *                      BB-/Stable/B
   Turkey National Scale *           trAA+/--/trA-1+
   Transfer & Convertibility Assessment * BB-

* Unsolicited ratings with no issuer participation and/or no
access to internal documents.


TURKIYE EMLAK: Fitch Assigns B+ LT IDR, Outlook Negative
--------------------------------------------------------
Fitch Ratings has assigned Turkiye Emlak Katilim Bankasi AS a
Long-Term Foreign Currency Issuer Default Rating of 'B+' and a
Long-Term Local-Currency IDR of 'BB-'. The Outlooks are Negative.

KEY RATING DRIVERS

IDRS, SUPPORT RATING FLOOR (SRF), NATIONAL RATING AND SUPPORT
RATING (SR)

Emlak Katilim's IDRs are driven by potential state support
reflecting Fitch's view of the high propensity of the Turkish
authorities to provide support in case of need, given its 100%
government ownership and participation (Islamic) banking nature, in
light of the strategic importance of this sector to the government.
The bank's Long-Term FC IDR is one notch below the sovereign
Long-Term FC IDR and is in line with its 'B+'SRF. Its Long-Term LC
IDR is one notch above its Long-Term FC IDR, in line with the
sovereign Long-Term LC IDR rating.

Fitch has not assigned a Viability Rating to the bank given its
very small size and limited track record of performance and ensuing
limited standalone franchise.

The Negative Outlooks on the IDRs mirror those on the sovereign
rating.

Emlak Katilim's SRF is in line with the SRFs of the state-owned
commercial banks and the state-owned participation bank Vakif
Katilim Bankasi A.S. It is capped at one notch below the sovereign
rating, reflecting the risks around the sovereign's ability to
provide support in FC given its limited and volatile level of net
central bank reserves. Fitch calculates that the central bank's FX
reserves net of banks' placements, reserve requirements and swap
transactions fell to about USD20 billion at end-1Q19 (end-2018:
USD27 billion) and continued to fall in 2Q19.

However, the sovereign's net FX reserves should be considered in
light of Turkey's limited sovereign external debt requirements,
while the government has also been able to raise FC debt since
end-1H18. The sovereign's ongoing ability to tap external markets,
if maintained, could support Turkey's ability to provide FC to the
banks in case of need. The bank's LT LC IDR, at one notch above its
LT FC IDR, reflects the stronger ability of the sovereign to
provide support in LC.

The bank received EUR200 million of capital in the form of
euro-denominated AT1 capital from the Turkey Wealth Fund in April
2019. The bank is budgeting for an additional TRY160 million
capital increase (cash injection) by year-end, further underpinning
its view of government support.

Emlak Katilim is a successor of Emlak Bank, which specialised in
real estate but ceased active operations in 2001. Emlak Katilim
received a new Islamic banking licence in February 2019 and
re-launched banking operations in March 2019 under the former Emlak
brand and logo. The bank's focus is primarily on construction and
related sectors, with direct real estate and construction (20%) and
production of building materials (30%) lending, mainly in LC,
budgeted to account for about half of gross loans over the medium
term. It also plans to develop complementary construction- and real
estate-related banking products and services through its Investment
Banking unit.

The bank is very small and targets aggressive, organic growth, from
a small base. In Fitch's view, the bank's growth targets could also
vary depending on the government's economic agenda. Total assets
are budgeted to reach TRY18 billion by end-2021, up from TRY1.4
billion at end-1Q19 - the equivalent of a 0.4% market share of
sector assets (as at end-1Q19). Its funding is set to be sourced
primarily from deposits, particularly benefiting from state-related
deposits. The bank plans to expand its branch network to 40 offices
by end-2021 (currently one).

The bank's aggressive growth strategy could result in asset quality
problems as loans season, particularly given its high risk
appetite, construction related exposure and operating environment
pressures. The bank's main strategy is to grow in the corporate
segment with large companies. However, the construction sector has
come under significant pressure from the weaker growth outlook,
currency and interest rate volatility, low demand and market
illiquidity, contributing to rising asset quality problems in this
segment.

Emlak Katilim's currently high capital ratios are likely to be
fairly rapidly eroded given its growth appetite and likely asset
quality weakening, although the capital increases of 2019 should
replenish capital buffers and fund growth, to some extent.

Fitch expects the bank's ability to generate capital internally to
be limited given its lack of economies scale and required
investments in expanding the business. The bank recorded a
significant profit in 2018 but this was mainly due to gains on
lira/US dollar swaps resulting from its excess lira liquidity (rare
among Turkish banks), which Fitch considers largely to be
non-recurring. It also partly reflected collections from legacy
NPLs. Performance in 1Q19 was much weaker.

Emlak Katilim's strategy is to be largely deposit funded. As a
state-owned bank, it is eligible to collect (less costly)
state-related deposits and these are currently high. The bank also
plans to tap domestic and external wholesale funding markets to
diversify and lengthen the maturity of funding; FC wholesale
funding is currently limited.

RATING SENSITIVITIES

IDRS, NATIONAL RATING, SRF AND SR

Emlak Katilim's IDR could be downgraded if Fitch concludes that a
stress in Turkey's external finances is sufficient to materially
reduce the reliability of support for the bank in FC from the
Turkish authorities. The bank's SRF and SR could also be downgraded
if the Turkish sovereign is downgraded or if Fitch believes the
sovereign's propensity to support the bank has reduced.

The rating actions are as follows:

Long-Term FC IDR assigned at 'B+'; Outlook Negative

Long-Term LC IDR assigned at 'BB-'; Outlook Negative

Short-Term FC IDR assigned at 'B'

Short-Term LC IDR assigned at 'B'

Support Rating assigned at '4'

Support Rating Floor assigned at 'B+'

National Long-Term Rating assigned at 'AA(tur)'; Outlook Stable



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

UKRAINIAN RAILWAYS: S&P Ups ICR to 'B-' on Improved Liquidity
-------------------------------------------------------------
S&P Global Ratings raised its issuer credit rating on Ukrainian
Railways JSC (Ukrzaliznytsia; UZ) to 'B-' from 'CCC+' and removed
it from CreditWatch developing.

S&P said, "The upgrade primarily reflects our view of the
improvement in UZ's liquidity position and maturity profile,
following its recent issuance of $500 million of loan-participation
notes due in 2024.

"In our view, the proceeds from the notes will enable the company
to meet amortization requirements over the next 12 months,
including the semiannual amortizing $500 million notes issued in
2013. UZ already paid $150 million due in March 2019. The second
installment of $150 million is due in September 2019, followed by
four $50 million installments in March and September of the coming
two years.

"Given the current challenging macroeconomic environment in
Ukraine, we understand the availability of medium-to long-term
financing is limited. That said, UZ has reduced its refinancing
risk with the present debt issuance. Our analysis also takes into
consideration that UZ is likely to take a cautious stance over the
coming months to balance additional investments and annual debt
repayments with existing liquidity available."

In 2018, UZ largely completed the restructuring of its debt and
completely removed the cross-default provisions of its notes with a
yet unrestructured $153 million of local market debt. The
unrestructured debt amounts to 11% of UZ's total debt portfolio. It
has been under restructuring renegotiation for several years, but
its restructuring would not trigger default of the rest of debt, in
particular the notes issues.

S&P said, "We anticipate that UZ will show modest growth in
2019-2020 and achieve operating results that are at least in line
with last year's. We forecast that the company will generate
sufficient cash flows to repay Sberbank loans due in July 2020. We
also think that in case of operational performance below
expectations, the company should be able to manage operating
expenses and working capital outflows to accumulate additional cash
for debt repayment, as evidenced during the first half of 2019.

"We also assume that the company will not invest in expansionary
capital expenditure (capex) projects above our current forecast of
Ukrainian hryvnia (UAH) 13 billion (about $520 million) annually.
We do not expect any changes in the dividend policy and forecast
minimal dividend payments from 2020 of UAH0.5 billion per year.
Over the longer term, we believe that any increase in debt related
to expansionary and modernization capex will not materially surpass
leverage of 3x debt to EBITDA, and that the company will take into
account its operational performance when assessing any plans to
expand.

"We believe UZ's financial metrics could show more volatility going
forward due to the current challenging operating and macroeconomic
environment in Ukraine, which makes it difficult to predict future
cash flow protection measures. We have already observed performance
volatility in the past, with EBITDA of UAH20 billion in 2016 and
UAH16.2 billion in 2018. There's also uncertainty regarding the
future tariff decisions, foreign exchange rates, and potentially
increasing capex needs. These could bring further volatility or
uncertainties to its operating and financial performance.
Therefore, we assess UZ's stand-alone credit profile (SACP) at
'b-'.

"We currently do not give an uplift to the rating for any ongoing
and extraordinary financial support from UZ's shareholder, the
government, as we believe it has limited capacity to provide it.
However, we continue to see UZ a government-related entity (GRE),
given its ownership and the company's role in the country.

"The stable outlook on UZ reflects that on the sovereign. It also
reflects our view that the company should be able to manage any
liquidity pressure by reducing capex and operating expenditure,
while its access to long-term financing still depends on the
volatile operating environment and debt market.

"Under our base-case scenario, we believe that UZ's sources of
liquidity will continue covering uses by at least 1.1x over the
coming year and debt leverage will remain modest, with S&P Global
Ratings-adjusted funds from operations (FFO) to debt above 20% and
debt to EBITDA below 3x.

"We also expect no debt restructuring in the coming 12 months,
except for any potential settlement of $153 million of the debt,
which has been under negotiation for the last several years.

"We could lower the rating in case of liquidity pressures. This
could occur if we forecast a reduction in readily available
liquidity sources, for example, if UZ pursues investments financed
with short-term debt, or the availability under its existing
committed credit lines becomes restricted, or operating performance
deteriorates.

"We would also lower the rating if we observe UZ is not likely to
accumulate or commit funds for its upcoming maturities, notably the
UAH6.4 billion Sberbank loan due in July 2020, which is not covered
by recently issued notes. A restructuring of debt in the coming 12
months that we consider to be distressed would also trigger a
downgrade.

"We could also take a negative rating action if we lower our rating
on Ukraine, as this could imply additional challenges in UZ's
operating environment.

"The upside prospects are limited. We could raise the rating on UZ
if we upgrade Ukraine. We are unlikely to rate UZ above the
sovereign due to its high country risk exposure and its GRE status.
An upgrade would also require prudent liquidity management and
stable operating performance."



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

CARILLION PLC: KPMG May Face Legal Action Over Audit
----------------------------------------------------
Tabby Kinder at The Financial Times reports that KPMG faces the
threat of a legal challenge from the UK agency tasked with
unwinding Carillion, the outsourcer that collapsed last year, over
allegations that the Big Four accountancy group's audit of the
company was negligent.

US law firm Quinn Emanuel has been hired to pursue a legal case by
the official receiver, a civil servant employed by the Insolvency
Service on behalf of Carillion's creditors, and PwC, the special
manager of the company's liquidation, the FT relays, citing two
people familiar with the matter.

Quinn Emanuel was first retained late last year, but the legal
challenge has gathered momentum in recent weeks after the firm
appointed barristers, the FT relates.  The people said it is now
preparing to notify KPMG that it plans to file claims at the High
Court, the FT notes.

KPMG, the FT says, will have three months to respond to the firm's
letter, meaning a claim could be filed early next year.

Carillion, which employed about 19,000 people in the UK and had
major government contracts including for the construction of the
HS2 rail line, issued a profits warning four months after KPMG
signed off on its accounts, the FT discloses.  It collapsed five
months later, in January 2018, the FT recounts.

According to the FT, the outsourcing group owed more than GBP1.3
billion to its banks and had a pension deficit of about GBP800
million while having just GBP29 million in cash.

The bankruptcy process is expected to cost the taxpayer about
GBP148 million, including a GBP50 million payment to PwC, the FT
states, citing estimates by the National Audit Office.


CIFC EUROPEAN I: Fitch Assigns B-sf Rating to Class F Debt
----------------------------------------------------------
Fitch Ratings has assigned CIFC European Funding CLO I Designated
Activity Company final ratings.

The transaction is a cash flow collateralised loan obligation of
mainly European senior secured obligations. Net proceeds from the
issuance of the notes are being used to fund a portfolio with a
targeted amount of EUR400 million. The portfolio is managed by CIFC
CLO Management II LLC. The CLO features a 4.5-year reinvestment
period and an 8.5-year weighted average life (WAL).

CIFC European Funding CLO I DAC

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

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

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

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

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

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

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

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

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

Class Y;   LT NRsf New Rating;   previously at NR(EXP)sf

KEY RATING DRIVERS

'B' Portfolio Credit Quality

Fitch expects the average credit quality of obligors to be in the
'B' category. The Fitch-weighted average rating factor (WARF) of
the current portfolio is 31.8.

High Recovery Expectations

At least 95% of the portfolio comprises senior secured obligations.
Recovery prospects for these assets are typically more favourable
than for second-lien, unsecured and mezzanine assets. The
Fitch-weighted average recovery rating (WARR) of the identified
portfolio is 66.15%.

Diversified Asset Portfolio

The transaction includes four Fitch test matrices corresponding to
two top 10 obligor concentration limits at 15% and 20% and maximum
fixed-rate obligation limits at 0% and 7.5%. The manager can
interpolate within and between the matrices. The transaction also
includes various other concentration limits, including the maximum
exposure to the three largest Fitch-defined industries in the
portfolio at 40% with 17.5% for the top industry. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management

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

Cash Flow Analysis

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

Recovery Rate to Secured Senior Obligations

For the purpose of Fitch's Recovery Rate (RR) calculation, in case
no recovery estimate is assigned, Fitch will assume senior secured
loans to have a strong recovery. For senior secured bonds, recovery
will be assumed at 'RR3'. The different treatment in regards to
recovery reflects historically lower recoveries observed for bonds
and that revolving credit facilities (RCFs) typically rank pari
passu with loans but senior to bonds. The transaction features an
RCF limit of 15% for senior secured loans and 20% for senior
secured bonds.

EADIE INDUSTRIES: Financial Difficulties Prompt Administration
--------------------------------------------------------------
Business Sale reports that Sheffield-based engineering firm Eadie
Industries, which trades as Ewen Engineering, has announced that it
has gone into administration as a result of ongoing financial
difficulties and is looking for a buyer.

To date, none of the company's employees have been made redundant
as a result of its collapse, Business Sale notes.

According to Business Sale, a spokesperson for the company said the
reason for collapse is a combination of overinvestment in new
technologies already embraced by their competitors and the loss of
a number of key contracts over recent years.

In spite of its success, the financial situation of the company has
resulted in the need to appoint joint administrators Louise
Freestone and Paul Mallatratt of Bridgewood Financial Solutions,
who have begun considering the firms options, Business Sale
discloses.  These will include the potential sale of the company,
Business Sale states.

Eadie Industries is a global company that specializes in the
manufacture and testing of precision engineering products and
currently employs 17 people at its site on the Tinsley Industrial
Estate.


HARLAND AND WOLFF: Officially in Hands of Administrators
--------------------------------------------------------
Francess McDonnell at The Irish Times reports that Harland and
Wolff is officially in the hands of administrators from the
business advisory firm BDO Northern Ireland.

Brian Murphy -- brian.murphy@bdoni.com --
managing partner of BDO Northern Ireland and Michael
Jennings -- michael.jennings@bdoni.com -- who is also a partner in
the firm, have been appointed as joint administrators of Harland
and Wolff, The Irish Times relates.

According to The Irish Times, in a statement the administrators
confirmed that a buyer had not been found for the stricken shipyard
and as a result it had been "unable to continue trading due to
having insufficient funds following the recent insolvency of its
ultimate parent".

Last year, the Belfast shipyard's owners at the time Dolphin
Drilling ASA, formerly known as Fred Olsen Energy, put the yard on
the market but was unable to secure a buyer, The Irish Times
recounts.

Earlier this year, Dolphin Drilling ASA was forced to file for
bankruptcy and a new holding company, Dolphin Drilling Holdings
Limited, which is incorporated in Jersey, was established, The
Irish Times recounts.

Following its appointment on Aug. 6, BDO, as cited by The Irish
Times, said it had "engaged immediately with Harland and Wolff
employees and other stakeholders to take all necessary steps to
ensure they are supported throughout the administration process."

Shipyard workers and their supporters continue to protest outside
the gates of Harland and Wolff in east Belfast but from Aug. 6 they
are no longer on the payroll of the yard, The Irish Times notes.

According to The Irish Times, union officials said all of Harland
and Wolff's 130 strong workforce have all received their last pay
checks.


IVC ACQUISITION: Fitch Rates Proposed GBP200MM Term Loan 'B+(EXP)'
------------------------------------------------------------------
Fitch Ratings has assigned IVC Acquisition Limited's proposed
incremental GBP200 million term loan B an expected rating of
'B+(EXP)'/'RR3'. The assignment of the final instrument rating is
subject to the incremental term loan documentation materially
conforming to the draft terms.

At the same time, Fitch has affirmed IVC's Issuer Default Rating at
'B' with Stable Outlook, reflecting the broadly neutral impact of
the group's contemplated buy-and-build M&A would have on leverage.


The rating of IVC is supported by its satisfactory market positions
as an emerging pan-European veterinary care business and by strong
sector fundamentals offering growth and consolidation
opportunities. However the rating is constrained by high leverage,
an only emerging track record of the business in its current form,
as well as moderate execution risks around the group's business
integration and future external growth.

The Stable Outlook reflects its view of continued shareholder
support as evidenced by concurrent equity and payment-in-kind (PIK)
debt increase in addition to accelerated debt-funded growth. This
should provide moderate deleveraging capacity, aided by solid sales
growth prospects, expected productivity improvements, as well as
satisfactory free cash flow generation.

Key Rating Drivers

Accelerated Growth Strategy: Fitch views the 'B' rating as being
currently constrained by high financial indebtedness with funds
from operations adjusted gross leverage (post TLB placement) just
above 8.5x (adjusted for acquisitions). This is despite a GBP194
million equity and PIK debt contribution to fund an accelerated
external growth strategy in the UK and selected continental
European markets.

While Fitch views this leverage as high for the rating, Fitch
nevertheless assumes a moderate deleveraging capacity, based on its
assumption of a financially-disciplined, targeted, yet ambitious
growth strategy, combined with productivity enhancements and
satisfactory cash conversion. Hence Fitch projects FFO adjusted
gross leverage trending below 7.0x over its four-year rating
horizon to 2023, which is still high but more commensurate with
IVC's ratings.

Satisfactory Profitability and Cash Conversion: The rating is
supported by IVC's satisfactory and improving profitability. Fitch
expects EBITDA margin to improve towards 15% by 2023, resulting in
an annual FCF margin between 4% and 7%, supported by modest working
capital requirements and the low capital intensity of the group's
asset-light business model. Fitch also projects FFO fixed charge
cover trending towards 2.0x in its rating case, indicating adequate
financial flexibility for the 'B' rating.

Defensive, Diversified, and Customer-Centric Operations: The rating
is underpinned by IVC's satisfactory market position as an emerging
pan-European veterinary care service business, with a strong
medical and customer focus. IVC's business plan is focused on
growing economies of scale, consolidating the fragmented animal
health care market and creating regionally leading veterinary
chains across western Europe. These regional operations will be
supported by common head office functions realising scale benefits.
Strong market positions in selective markets (the UK & Nordics) and
scalable operations should, in its view, allow IVC to diversify the
business internationally, improving underlying profitability and
optimising its mix of service offerings.
Increasing Execution Risks: Fitch views execution risks associated
with implementing IVC's ambitious growth strategy as moderate,
albeit rising given the group's accelerated external growth
ambitions and limited track record as a pan-European business. The
centralised head office function, including procurement and
centralised financial management, in its view, requires strict
implementation of financial discipline and controls to scale up
regional operations to a pan-European level. This is partly
mitigated by the satisfactory performance and good track record of
IVC so far in managing its expansion strategy. Fitch views growing
scale and consolidation benefits as further upside to its rating
case.

Consolidation Potential, M&A-driven Growth: Its rating assumes a
continuation of IVC's 'buy-and-build' strategy, operating as an
active participant in consolidating the fragmented European
veterinary care market. As such its rating case, based on
management guidance, assumes a total of up to GBP1.2 billion of
additional acquisitions between 2020 and 2023. This would require
additional funding within approximately two years as current
liquidity is insufficient to support aggressive external growth. In
its view, a key prerequisite to successful implementation of the
acquisition strategy is a disciplined approach to asset selection
and acquisition. If executed prudently, the acquired assets could
enhance the deleveraging prospect of the wider group despite being
debt-funded initially.

Unregulated Business Risk Profile: Compared with human health care
services, animal care services remain unregulated, with pet owners
having to privately fund treatments and or with insurance policies.
Fitch nevertheless views IVC's business risk profile as defensive,
offering scale benefits from the group's leading market position
and potential to introduce retail offerings to create customer
awareness and loyalty.

Derivation Summary

Fitch bases its rating assessment of IVC on its generic navigator
framework, overlaying it with considerations of underlying animal
care and consumer service characteristics, which drive its business
profile. IVC's strategy of consolidating a fragmented care market
and generating benefits from scale and standardised management
structures is similar to strategies currently implemented by other
Fitch-rated health care operations such as laboratory services and
dental/optical chains. The key difference is that the animal care
market is not regulated compared with human health care, which
allows for greater operational flexibility, but also introduces a
higher discretionary characteristic to an otherwise defensive
spending profile.
Based on its peer analysis IVC's 'B' rating is well positioned
within the European health care service providers with
adequate-to-strong market positions in each of the group's region
of operations, benefitting from attractive underlying market
fundamentals and consolidation opportunities.

IVC is positioned well against other 'B' rated credits, despite a
FFO adjusted gross leverage of just above 8.5x, underpinned by
expected EBITDA margin improvement of around 120bp by 2021 and
satisfactory FCF generation. Compared with some of IVC's high-yield
peers such as Finnish private health operator Mehilainen Yhtym Oy
(B/Stable), and pan-European Laboratory testing company Synlab
Unsecured Bondco PLC (B/Stable), they exhibit a similar financial
risk profile to IVC's. However, IVC shows a less mature business
model and, at present, a limited track record of successfully
implementing its rapid consolidation outside its Nordic and UK core
markets.

Key Assumptions

  - Organic revenue at CAGR 4% and total revenue growth at CAGR 24%
including acquisitions.

  - EBITDA margin improving towards 14.6% by financial year to
September 2023 from 13.1% FY19. No rebate impact is forecasted.

  - Positive change in working capital representing 0.5% of sales,
driven by more flexibility in term contracts.

  - Limited capital intensity, with total capex representing on
average 3% of revenue over the rating horizon to FY23.

  - Cumulative bolt-on acquisitions of up to GBP1.2 billion to
FY23, which require additional debt issuance.

  - No dividends.

Key Recovery Assumptions

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

Fitch applies a discount of 30% to the FY20 forecast EBITDA
(adjusted for 12-month contribution of all announced acquisitions
but not fully reflective of synergies) leading to a
post-restructuring EBITDA of GBP136 million, which Fitch believes
should be sustainable post-restructuring. The EBITDA discount is
slightly higher than that of some laboratories such as Synlab
(20%), which reflects potentially higher underlying volatility in
IVC's aggregated earnings profile than labs that are exposed to
higher regulated tariffs.

Fitch assumes a 5.5x distressed enterprise value (EV)/ EBITDA
multiple. The distressed multiple reflects lower scale, but
stronger geographical diversification, relative to its healthcare
portfolio (averaging at 6.0x distressed multiple).
The assumptions result in a distressed EV of about GBP750 million.

Based on the payment waterfall Fitch has assumed the GBP200 million
revolving credit facility (RCF) to be fully drawn with both the RCF
and the TLB (GBP982 million in euros and sterling-equivalent
including the planned added-on TLB tranche) ranking pari passu.
Therefore, after deducting 10% for administrative claims, its
waterfall analysis generates a ranked recovery for the senior
secured debt in the 'RR3' band, indicating a 'B+' instrument
rating. The waterfall analysis output percentage on current metrics
and assumptions was 57% (previously 55%) for the enlarged senior
debt facilities.

RATING SENSITIVITIES

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

- Ability to further integrate operations, build scale and
profitability leading to FFO adjusted gross leverage to below 6.5x
(adjusted for acquisitions), EBITDA margin above 17% (FY18: 9.6%),
and FCF generation in high single-digit percentages on a sustained
basis

- Satisfactory financial flexibility with FFO fixed charge cover
sustainably above 2.5x

- Demonstration of an established business model, characterised by
enhanced diversification and greater scale with revenue trending
toward GBP2 billion

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

  - Erosion of profitability from failure to integrate and develop
the operations leading to EBITDA margin falling below 12%

  - Negative FCF, potentially as a result of an unsuccessful
acquisition strategy driving weaker credit metrics such as FFO
adjusted gross leverage above 8.0x (adjusted for acquisitions)

  - FFO fixed charge coverage below 1.5x on a sustained basis

Liquidity and Debt Structure

Improved Near-term Liquidity: Fitch views IVC's near-term liquidity
position as improving as a result of the proposed recapitalisation
which, if completed successfully, will result in GBP206 million
cash on balance sheet on top of an existing undrawn GBP200 million
RCF. Liquidity is further supported by the non-amortising nature of
the planned TLB add-on with no debt maturity before 2025.

While the RCF is available to fund acquisitions, Fitch expects
additional funding requirements before 2022 to support IVC's
ambitious acquisition strategy, as the group continues to favour
growth over deleveraging.

JACK WILLS: Bought Out of Administration by Sports Direct
---------------------------------------------------------
The Irish Times reports that Sports Direct has won the bidding war
for Jack Wills, adding yet another brand to Mike Ashley's high
street empire.

Advisers at KPMG said Jack Wills had been put into administration
on Aug. 5 and was immediately sold to Sports Direct in a process
known as a pre-pack administration, The Irish Times relates.

The retailer has a small number of stores in the Republic,
including on Grafton Street, at the Dundrum Town Centre and at
Kildare Village, The Irish Times notes.

The sale, for which Sports Direct paid GBP12.75 million (EUR13.82
million), includes all 100 UK and Ireland stores and stock, as well
as a distribution center, along with all employees, The Irish Times
discloses.

According to The Irish Times, directors are considering options for
the international business, which includes stores in Hong Kong,
Singapore and the USA.

Jack Wills was put up for sale earlier this year by its private
equity owner Bluegem Capital, The Irish Times recounts. The brand
had been facing cash flow pressure amid tough trading conditions on
the high street, The Irish Times states.

For the year to the end of January, Jack Wills made an operating
loss of GBP14.23 million, The Irish Times says.

It is expected that the company will need to consider restructuring
options, including potential store closures, in due course, The
Irish Times relays.


KAREN MILLEN: Boohoo Acquires Business for GBP18.2 Million
----------------------------------------------------------
BBC News reports that more than 1,000 jobs could be at risk after
fashion firm Boohoo bought the online business of UK brands Karen
Millen and Coast for GBP18.2 million.

According to BBC, Boohoo, an online-only retailer, said acquiring
the website operations of the two brands "would represent highly
complementary additions".

The firms' 32 UK High Street stores and 177 concessions, employing
1,100 people, now appear set to close, BBC states.

Administrators Deloitte said the stores would trade for a "short
time", BBC notes.

It is understood they will continue to trade for months, as opposed
to a matter of days, BBC relays.

There will be 62 immediate redundancies, and the future of the
remaining workforce remains in doubt while the stores' future is
clarified, BBC discloses.  Administrators Deloitte said they could
not put a date on how long the stores would remain open, BBC
relates.

High Street brand Karen Millen had been put up for sale by its
Icelandic owners, Kaupthing bank, in June, BBC recounts.  Both
brands were placed into administration on Aug. 6 and then
immediately sold to the online fashion group in a process known as
a pre-pack sale, according to BBC.


LIFETIME SIPP: FSCS Receives 500 Claims, Assessment Begins
----------------------------------------------------------
Amy Austin at FTAdviser reports that the Financial Services
Compensation Scheme (FSCS) has received a total of 662 claims
against self-invested personal pension (Sipp) firms Lifetime Sipp
and CPPT Services Limited.

The lifeboat scheme told FTAdviser it has received approximately
500 claims against Lifetime Sipp, with one claim of GBP85,000
having been paid.  No claims have yet been rejected, FTAdviser
states.

Regarding CPPT Services, which operated the CTTP Sipp, the FSCS has
received 162 claims, 159 of which are in progress and three have
been rejected, FTAdviser discloses.  No claims have yet been upheld
or paid, FTAdviser notes.

The FSCS said it was too early to determine which group of levy
payers the financial burden would fall on, however, FTAdviser
understands that the lifeboat believes these claims will most
likely be levied against the investment provision funding class.

According to FTAdviser, the lifeboat announced on July 31 that it
is finalizing processing claims against CPPT and those already
submitted against the firm will be passed to its claims processing
teams for assessment.   

Claims made against the Lifetime Sipp are also now being assessed,
FTAdviser says.

Lifetime Sipp appointed administrators Kingston Smith & Partners at
the end of March 2018, to try and salvage the firm after receiving
claims from unhappy investors, FTAdviser recounts.

At the time of administration, lawyers representing claimants
warned the FSCS, which is funded by the industry, could be hit with
as much as GBP3.5 million in claims related to Lifetime Sipp,
FTAdviser notes.

The firm later went into liquidation on April 2, 2019, FTAdviser
relays.

CPPT Services entered a company voluntary arrangement in August
2017, according to FTAdviser.

WALNUT BIDCO: Fitch Assigns B+ LT IDR, Outlook Stable
-----------------------------------------------------
Fitch Ratings has assigned Walnut Bidco Plc a final Long-Term
Issuer Default Rating of 'B+' with Stable Outlook. In addition,
Fitch has assigned a final 'B+'/'RR4' rating to Oriflame's senior
secured notes.

The assignment of final ratings follows the receipt of documents
relating to the issue of the EUR475 million and USD335 million
senior secured notes. The final ratings are in line with the
expected ratings published on July 22, 2019.

The ratings reflect Oriflame's high leverage, which is more in line
with a lower 'B' category rating, and is balanced by a good
position in the direct-selling beauty market and well-diversified
operations. The ratings also take into account Oriflame's exposure
to FX risks and emerging markets, which increases the volatility of
the company's revenue and profits.

The Stable Outlook reflects its expectation that the company will
maintain its prudent financial policy and healthy cash flow
generation over the medium term, despite competitive pressures and
FX risk. This supports Fitch-projected deleveraging by 2022 towards
levels that are consistent with a 'B+' rating and scope for
improvement in rating headroom thereafter.

Key Rating Drivers

Mid-Size Player in Competitive Market: Oriflame holds leading
market shares in the direct-selling beauty sector in its core
countries of operation. However, it is a medium-size player in the
global beauty industry and is vulnerable to competition from large
multi-national companies, innovative direct sellers and niche firms
that have emerged due to low-cost marketing via social media. In
its view, Oriflame's proficiency in the direct sales channel,
effective engagement of new "registered actives" (direct selling
representatives) and a developed online platform (96% of orders are
online) will help the company withstand competitive pressures.

Good Product Diversification: Oriflame's credit profile benefits
from diversification across all major beauty product categories,
including skincare (29% of 2018 sales), colits cosmetics (19%),
fragrances (18%) and personal and hair care (16%). Around 13% of
revenue comes from sales of wellness products, which enjoy growing
demand and higher profitability than some beauty products as
consumers become increasingly health conscious. Fitch expects that
favourable price-mix effect from the company's strategy to increase
sales of more expensive and profitable skincare and wellness
products will be the major driver of growth in revenue and profit
margins over the medium term.

FX, Emerging Markets Exposure: Oriflame operates in more than 60
countries across Europe, Asia and Latin America, which are
predominantly emerging markets. This exposes the company to the
inherent volatility of developing economies and FX risks as the
cost of its products is linked to hard currencies and its debt is
effectively in euros.

However, the company is able to partly cover its FX exposure with
product price increases, revenue-cost currency match and
cross-currency hedges. Furthermore, Oriflame's geographic
diversification insulates the company from the adverse impact of
significant devaluation of one single currency. Oriflame's largest
markets - China and Russia - each accounted for 15% of the
company's 2018 revenue. Despite being characterised by volatile
economies, emerging markets also provide better growth
opportunities than developed countries due to faster growing demand
for beauty products.

Strong Cash Flow Generation: Oriflame's rating is supported by a
good ability to generate free cash flow (FCF) due to limited capex
needs and adequate profitability. The company's EBITDA margin
(2018: 13.5%) is consistent with the 'bb' rating category in its
Consumer Products Navigator and is higher and more resilient than
its main peer, Avon Products Inc. (B+/Rating Watch Positive; RWP).
In its view, improvements in manufacturing capacity utilisation and
positive product mix changes will help Oriflame protect cash flow
generation, despite potential FX and macroeconomic challenges,
increasing competition or any adverse changes in regulation of
direct selling in its countries of operation.
Prudent Financial Policy Assumed: As Oriflame's strategy and
corporate governance will not change materially after the company
has been taken private by its founding family, Fitch expects it to
maintain its prudent financial policy. Oriflame's capital structure
historically included low debt levels as the company operated under
a management-calculated net debt/ EBITDA target of 0.5x-1.5x,
abstained from dividend payments in years of challenging market
conditions and refrained from M&A over at least the past 15 years.

High Leverage: Fitch estimates that senior secured notes issue will
result in funds from operations (FFO) adjusted net leverage of 6.4x
(2018: 3.5x) in 2019, which is high for the 'B+' rating, but Fitch
projects steady deleveraging to below 5x in 2022 due to
accumulation of cash and growth in EBITDA. Although the senior
secured notes' documentation does not fully prevent the company
from remunerating its shareholders or undertaking M&A, Fitch
assumes that cash build-up will be used for debt reduction.
Evidence of a more aggressive financial strategy than expected
would be negative for Oriflame's ratings and may lead us to
consider gross, rather than net, leverage for rating
sensitivities.

Derivation Summary

Oriflame compares well with the leading direct-selling beauty
company Avon as the two companies operate in the same segment of
the beauty market through the same sales channel and are similarly
exposed to FX risks and volatility in emerging markets. Avon's
larger scale (as measured by revenue and EBITDAR) and stronger
market shares in some markets are balanced by the company's
challenged business model, weaker performance over the past three
years and thinner profit margins than Oriflame's. Furthermore,
Fitch believes that Oriflame's strategy carries lower execution
risks and requires lower investments than Avon's. Oriflame's
product and geographic diversification is comparable with Avon's
but, in its view, Oriflame benefits from higher growth categories
(wellness) and markets (Asia) and has lower single market
concentration. Avon's weaknesses were reflected in the Negative
Outlook on its rating before Fitch placed the company on RWP
following its acquisition agreement with Naturas Cosmeticos S.A.
(BB/Rating Watch Negative).

Oriflame is rated higher than Anastasia Intermediate Holdings, LLC
(B/Negative) as Anastasia's rating reflects risks that management
may be unable to reverse the current negative trajectory in
operating results while leverage could remain elevated.
Furthermore, Oriflame is larger than Anastasia by sales and EBITDA
and has broader diversification by products and geographies. At the
same time, Anastasia's credit profile is supported by superior
profitability and limited FX risks.

The business and financial profile of the world's largest beauty
company L'Oreal SA (F1+) is unmatched by other Fitch-rated
companies in the sector, including Oriflame.

No Country Ceiling, parent-subsidiary linkage or operating
environment aspects apply to Oriflame's ratings.

Key Assumptions

Fitch's Key Assumptions within its Rating Case for the Issuer:

  - Mid-single digit decline in revenue in 2019 due to temporary
operating challenges in Asia and Turkey, followed by low-single
digit recovery on price-mix effect

  - EBITDA margin improving towards 14.5% due to manufacturing
optimisation and changes in product mix

  - Other items before FFO, largely consisting of unfavourable FX
differences, in line with historical performance

  - No adverse changes in working capital turnover

  - Capex not exceeding EUR25 million per year

  - No dividend distribution considering the internal net
debt-to-EBITDA target of around 2.0x

  - No M&A

KEY RECOVERY RATING ASSUMPTIONS

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

Oriflame's going concern EBITDA is based on 2018 EBITDA of EUR173
million. The going-concern EBITDA is 25% below 2018 EBITDA to
reflect the company's exposure to FX volatility and emerging
markets. The going-concern EBITDA estimate of EUR129 million
reflects Fitch's view of a sustainable, post-reorganisation EBITDA
level upon which Fitch bases the valuation of the company. However,
Oriflame would be able to cover its cash interest, taxes and capex
and still be able to generate mildly positive FCF. An enterprise
value (EV)/EBITDA multiple of 4x is used to calculate a
post-reorganisation valuation and is around half of the transaction
multiple of 7.2x.

Oriflame's super senior revolving credit facility (RCF) of EUR100
million is assumed to be fully drawn upon default and ranks senior
to senior secured notes of EUR775 million. The waterfall analysis
generated a ranked recovery for senior secured notes in the 'RR4'
band, indicating a 'B+' rating. The waterfall analysis output
percentage on current metrics and assumptions was 47%.

RATING SENSITIVITIES

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

  - Local-currency revenue growth, driven by improvements in price
mix or sales volume and successful engagement of new
representatives, sufficiently offsetting FX challenges

  - EBITDA margin sustainably above 15% (2018: 13.5%) due to
favourable changes in product mix, cost efficiencies and ability to
pass on cost increases to customers

  - FCF margin sustainably above 5% (2018: -4%)

  - FFO adjusted net leverage sustainably below 4.0x

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

  - Sustained operating underperformance in key markets, driven by
intensifying competitive pressure or inability to protect revenue
and profit from adverse changes in FX

  - Material reduction in number of active representatives if not
offset by improvements in productivity

  - EBITDA margin sustainably below 10%

  - FCF margin sustainably below 2%

  - More aggressive financial policy or operating underperformance
preventing a decline of FFO adjusted net leverage towards 5.0x

Liquidity and Debt Structure

Comfortable Liquidity: Fitch expects Oriflame to have comfortable
liquidity after completion of the senior secured notes issue due to
the absence of near-term maturities and excess cash post
transaction of at least EUR30 million (after excluding EUR70
million required for operating purposes). Liquidity will be also
supported by a 4.5-year EUR100 million committed RCF and expected
positive FCF. Fitch assesses refinancing risk as limited as senior
secured notes due only in 2024 and also because of Fitch-projected
steady deleveraging and cash build-up over the next five years.


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

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

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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