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

                          E U R O P E

          Thursday, December 16, 2021, Vol. 22, No. 245

                           Headlines



F R A N C E

ODYSSEE INVESTMENT: Fitch Corrects December 9 Ratings Release


I R E L A N D

AVOCA CLO XX: Fitch Assigns Final B- Rating on Class F Notes
INVESCO EURO VII: Fitch Rates Class F Tranche 'B-(EXP)'


L U X E M B O U R G

ZACAPA SARL: S&P Alters Outlook to Positive, Affirms 'B-' LT Rating


N E T H E R L A N D S

SAMVARDHANA MOTHERSON: Fitch Affirms 'BB' LT IDR, Outlook Stable


S P A I N

PARQUES REUNIDOS: S&P Upgrades ICR to 'B-' on Trading Recovery


T U R K E Y

LIMAK ISKENDERUN: Fitch Affirms 'BB-' Notes Rating, Outlook Now Neg
MERSIN ULUSLARARASI: Fitch Alters Outlook on BB- Unsec. Debt to Neg
TURKEY WEALTH: Fitch Affirms 'BB-' LT IDR to Neg., Outlook Now Neg.


U N I T E D   K I N G D O M

AVOCET INFINITE: Businessman's Antiques to Be Auctioned
DERBY COUNTY FOOTBALL: Problems Mount, At Risk of Liquidation
HARRISON PROPERTY: Bosses Banned for Abusing Tax Regime
MARCO PIERRE: Fails to Pay Staff Minimum Wage
PUD STORE: Ceases Trading, Set to Enter Liquidation

TALKTALK TELECOM: S&P Downgrades Rating to 'B', Outlook Negative

                           - - - - -


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F R A N C E
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ODYSSEE INVESTMENT: Fitch Corrects December 9 Ratings Release
-------------------------------------------------------------
This is a correction of the rating action commentary published on 9
December, to update the recovery assumptions section, reflecting
the final add-on issuance of EUR200 million at closing.

Fitch Ratings has assigned French telecom network services provider
Odyssee Investment Bidco's (Odyssee) a final Long-Term Issuer
Default Rating (IDR) of 'B+'. The Outlook is Stable. Fitch has also
assigned Odyssee's EUR1,625 million senior secured term loan B
(TLB) a final rating of 'BB-'. The ratings take into account
Odyssee's proposed fungible add-on totalling EUR200 million and the
revolving credit facility (RCF) that will be used to finance two
new M&A transactions.

The ratings reflect high funds from operations (FFO) gross leverage
(adjusted for acquisitions) of 7x at closing of the new
acquisitions, despite expected strong free cash flow (FCF)
generation supported by Odyssee's above-average profitability.
However, Fitch expects Odyssee to deleverage towards a 'B' rating
category median of 5.5x over Fitch's four-year forecast period.

Rating weaknesses are offset by a business profile in a 'BB' rating
category, with leading market shares in select geographies, and
improving diversification following expansion into the US market.
Odyssee's EBITDA and size have continued to grow with inorganic
investments but new geographies could present execution risks.

KEY RATING DRIVERS

High Pro-Forma Leverage: Fitch expects pro-forma FFO gross leverage
for Odyssee to be above 7x, which is not commensurate with a 'B'
rating category median of 5.5x. The debt-financed investments
improve Odyssee's business profile, and Fitch's expectations of
deleveraging are improved by additional equity. Fitch believes that
Odyssee has the ability to deleverage rapidly to below 6x in the
medium term on the back of an expected strong FCF margin of 4%-5%,
reflecting a flexible cost base. Its FCF generation is commensurate
with a 'BB' rating category, which partially mitigates its high
leverage metrics.

Strong Profitability: Fitch expects Odyssee's profitability and
cash generation to remain strong for the rating with forecast EBIT
and FFO margins of about 11% and 9%, respectively, over 2021-2024.
This is despite Fitch's lower profitability assumptions for the US
business. Odyssee's profitability is strong compared with that of
peers such as Spie and Whistler, and in line with investment-grade
medians in Fitch's diversified services navigator. Odyssee benefits
from a competitive business model based on a variable cost base in
a lean and flexible organisation, well-managed recourse to
sub-contractors and solid project management. Additionally, it has
low capex requirements compared with other business services
groups.

Ambitious Organic Growth Expectations: Odyssee is expected to
benefit from low penetration rates and strong growth prospects in
the new geographies it has entered, such as Germany and Benelux.
Fitch expects Odyssee's organic growth to be in line with
historical averages, around 4%-5% of revenue in Fitch's forecast
period, which is lower than management's projections. Despite
recent large acquisitions, Fitch does not expect Odyssee to make
sizeable acquisitions or aggressive shareholder-friendly policies
that will drive leverage higher. Deviation from these expectations
could hinder deleveraging and increase pressure on the current
ratings.

Modest Business Profile: Market-leading positions, strong contract
execution and a reputation for expertise and quality continue to
support Odyssee's business profile. Its scale and diversification
are commensurate with a 'BB' rating. Fitch expects EBITDA to be
close to EUR440 million post acquisitions by the end of 2022.
Dependence on the French telecom infrastructure and on Orange has
declined further following recent acquisitions. Services
diversification is also satisfactory as Odyssee moves up the value
chain and increases its added-value per contract. Nonetheless,
customer, geographic and end-market concentration remains. Its
contracted income structure is expected to remain in line with a
'B' rating category.

Acquisitions to Improve Market Penetration: Odyssee has entered
Benelux and consolidated its presence in Germany, the UK, and Spain
with acquisitions, and will broaden its global footprint in the
US.. Further expansion into the US lowers single-market exposure to
France. Odyssee continues to expand its customer base, which
translate into greater penetration of existing non-French clients.
The acquisitive strategy, however, presents moderate execution
risks.

Leading Market Position: Leading market positions in its core
service fields in France, Ireland and the UK, Germany, and Benelux
with its Circet and KN brands, are a strong positive credit factor.
Odyssee has effectively used its expertise in telecom
infrastructure services to secure out-sourcing contracts with
several major European telecom operators, such as Orange, SFR,
Deutsche Telekom, and BT/Openreach. Fitch believes that the group
is the only market operator able to work on all technologies while
being involved in the design, roll-out, activation and maintenance
of their client's network.

Small U.S. Contribution Likely: In the less profitable US market,
Odyssee is expected to remain a small operator in the medium term,
but with good growth prospects, driven by low penetration rates in
the states it operates in. Although Odyssee has entered this market
with a JV partner, which shares its expertise and minimises
execution risks, expansion into the US market on a large scale is
challenging and not expected to be a major contributor to the
business profile.

Manageable Earning Risks: Moderate diversification and a
significant exposure to build contracts create meaningful, but
manageable, earning risks, notably through contract renewal risk.
Its operations remain concentrated in France (42% pro-forma for
recent acquisitions), but Fitch expects this share to decrease. Its
two largest customers still account for around 24% of revenue and
its services offering is focused on the telecommunication
infrastructure market. Longer technology cycles and high fiber
coverage in the long term could weigh on the availability of build
contracts. The telecom industry's low cyclicality, growing
maintenance and subscriber connection capabilities, good retention
rate and the trend toward out-sourcing are mitigating factors.

DERIVATION SUMMARY

Odyssee's business profile solidly maps to the 'BB' rating
category. Its ratings are supported by leading market positions,
strong contract execution, adequate scale and services
diversification within the TMT sector, and exposure to high-profile
customers. However, diversification and customer concentration
remain weak features of the business profile. Odyssee is stronger
than smaller similarly-rated peers that are more focussed on one
service offering and one country. It also compares well with peers
that offer a wider range of services to broader end-markets, such
as Spie, Morrison or Telent.

As with most Fitch-rated medium-sized business services companies,
Odyssee benefits from a leading position on a specific end-market.
Sales also tend to be concentrated on a limited number of customers
in a small number of countries. However, this is a characteristic
of the TMT sector composed of few operators, often a leader in
their own country. Fitch believes that Odyssee's resilience through
the cycle is likely to be greater than services peers' as the group
is exposed to the telecom industry with low cyclicality.

Odyssee's lean and flexible cost structure supports operating and
cash profitability that is both significantly higher than peers'
and strong for the current rating. Pro-forma FFO gross leverage of
7x is high for the rating, and is above Fitch's 'B' rating median
of 5.5x. However, Fitch expects Odyssee to deleverage rapidly to
below 6x within the next 24 months on the back of strong FCF
generation, which is more commensurate with the current rating.

KEY ASSUMPTIONS

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

-- Organic revenue to grow 3%-5% p.a. to 2024;

-- Revenue in 2021 and 2022 driven by acquisitions;

-- Group EBIT margin at 10%-11%, with some dilution effect from
    M&As for 2021-2024;

-- Capital expenditure around 1.5% of revenue in 2021-2024;

-- Small bolt-on acquisitions capped at EUR50 million per year in
    2023 and 2024 and all cash-funded;

-- Change in working capital around 2%-3% of revenue p.a. to
    2024.

Going-Concern (GC) Approach

A GC EBITDA of EUR260 million, compared with 2022 pro forma
post-acquisition EBITDA of EUR400 million is assumed, implying a
discount rate of about 33% (previously 31%). A financial distress
is likely to occur if Odyssee loses one or two customers that
account for 10%-20% revenue, coupled with erosion in EBITDA margin
toward the industry average (approx. 10%) from the current double
digits. Fitch's cash flow calculation shows, with the assumed GC
EBITDA, Odyssee is still able to remain cash flow-neutral as a GC.

An enterprise value (EV) multiple of 5.0x is used to calculate a
post-reorganisation valuation, which reflects Odyssee's absolute
small size (though sizable relative to peers') and a business model
that is exposed to regulations, TMT development and concentration
in customers.

RCF, TLB, and small amount of local bank lines comprise Odyssee's
debt quantum. The RCF carries a springing covenant (net senior
secured debt leverage of under 9.0x) when utilisation exceeds 40%.
Fitch does not expect any breach of covenant with Fitch's GC EBITDA
assumption. Therefore, the RCF is assumed to be fully drawn at
EUR300 million. Fitch also considered the factoring utilisation of
EUR160 million in the recovery analysis.

Our analysis results in an instrument rating of 'BB-' with a
Recovery Rating of 'RR3' and 51% recoveries.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- FFO gross leverage sustainably below 5.5x;

-- FCF margin sustainably above 5%;

-- Increasing share of life-of-contract revenue and improving
    contract length.

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- Failing to deliver an FFO gross leverage below 6.5x before
    end-2022;

-- FCF margin below 2.5%;

-- Loss of contracts with key customers.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: Fitch expects Odyssee to have approx. EUR40
million cash at end-2021 and close to EUR100 million at end-2022,
after Fitch's adjustment for restricted cash. Fitch deems
internally generated cash more than sufficient to accommodate
working-capital swings. The liquidity position is additionally
supported by the untapped portion of RCF worth EUR113 million post
its US company acquisition. On the back of solid cash generation,
Fitch anticipates gradual cash build-up in the coming years to more
than EUR400 million by 2023, which will grant the group some
deleveraging capacity.

ISSUER PROFILE

France-based Odyssee is the number one provider of telecom
infrastructure services for telecom operators in France and now has
leading positions in several other European countries.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.



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I R E L A N D
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AVOCA CLO XX: Fitch Assigns Final B- Rating on Class F Notes
------------------------------------------------------------
Fitch Ratings has assigned Avoca CLO XX DAC's refinancing notes
final ratings, and affirmed the class B-1, E and F notes and
removed them from Under Criteria Observation (UCO).

     DEBT                  RATING              PRIOR
     ----                  ------              -----
Avoca CLO XX DAC

A-1 XS1970746399     LT PIFsf  Paid In Full    AAAsf
A-1-R XS2417114712   LT AAAsf  New Rating
A-2 XS1970746985     LT PIFsf  Paid In Full    AAAsf
A-2-R XS2417114803   LT AAAsf  New Rating
B-1 XS1970747447     LT AAsf   Affirmed        AAsf
B-2 XS1970748171     LT PIFsf  Paid In Full    AAsf
B-2-R XS2417115289   LT AAsf   New Rating
C-1 XS1970748767     LT PIFsf  Paid In Full    Asf
C-2 XS1974338763     LT PIFsf  Paid In Full    Asf
C-R XS2417115446     LT Asf    New Rating
D-1 XS1970749492     LT PIFsf  Paid In Full    BBB-sf
D-2 XS1974382316     LT PIFsf  Paid In Full    BBB-sf
D-R XS2417115529     LT BBBsf  New Rating
E XS1970749732       LT BB-sf  Affirmed        BB-sf
F XS1970749815       LT B-sf   Affirmed        B-sf

TRANSACTION SUMMARY

Avoca CLO XX DAC is a cash flow collateralised loan obligation
(CLO) actively managed by KKR Credit Advisors (Ireland). The
reinvestment period is scheduled to end in January 2024.The class
A-1, A-2, B-2, C, and D notes have been refinanced, with the class
C-1, C-2, D-1 and D-2 notes being collapsed into a single class
each.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch calculated weighted average rating factor (WARF) of the
current portfolio is 25.59.

High Recovery Expectations (Positive): The portfolio comprises
98.60% senior secured obligations. Fitch views the recovery
prospects for these assets as more favourable than for second-lien,
unsecured and mezzanine assets. The Fitch calculated weighted
average recovery rate (WARR) of the portfolio is 62.77%.

Diversified Portfolio (Positive): The top 10 obligors and maximum
fixed rate asset limit for this analysis are 20.00% and 5.00%,
respectively. The transaction also includes various concentration
limits, including the maximum exposure to the three largest
(Fitch-defined) industries in the portfolio at 40%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management (Neutral): The transaction reinvestment period
is scheduled to end in January 2024. The weighted average life
covenant has been extended by 12 months, and the Fitch test matrix
has been updated. Fitch's analysis is based on a stressed-case
portfolio with the aim of testing the robustness of the
transaction's structure against its covenants and portfolio
guidelines.

Cash Flow Analysis (Neutral): The weighted-average life (WAL) used
for the transaction stress portfolio and matrix analysis is 12
months less than the WAL covenant at a floor of six years, to
account for structural and reinvestment conditions
post-reinvestment period, including the OC tests and Fitch 'CCC'
limitation passing post reinvestment, among others. This ultimately
reduces the maximum possible risk horizon of the portfolio when
combined with loan pre-payment expectations.

Affirmation of Existing Notes: The class B-1, E and F have been
affirmed and removed from UCO. The affirmation of the class B-1 and
E notes is in line with the model-implied ratings under the updated
matrix. The class F notes' 'B-sf' rating reflects a 'limited margin
of safety', in line with Fitch's definition of the rating, and
under the actual portfolio analysis also passes the rating default
rate (RDR) at 'Bsf', ensuring a minimum cushion at the 'B-sf'
rating.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- An increase of the RDR at all rating levels by 25% of the mean
    RDR and a decrease of the recovery rate (RRR) by 25% at all
    rating levels in the stressed portfolio would result in
    downgrades of up to five notches, depending on the notes.

-- Downgrades may occur if the build-up of the notes' credit
    enhancement (CE) following amortisation does not compensate
    for a larger loss expectation than initially assumed, due to
    unexpectedly high levels of defaults and portfolio
    deterioration.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- A reduction of the RDR at all rating levels by 25% of the mean
    RDR and an increase in the RRR by 25% at all rating levels in
    the stressed portfolio would result in upgrades of up to five
    notches, depending on the notes.

-- Except for the tranches already at the highest 'AAAsf' rating,
    which cannot be upgraded, upgrades may occur in case of
    better-than-expected portfolio credit quality and deal
    performance, and continued amortisation that leads to higher
    CE and excess spread available to cover losses in the
    remaining portfolio.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

DATA ADEQUACY

Avoca CLO XX DAC

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.

INVESCO EURO VII: Fitch Rates Class F Tranche 'B-(EXP)'
-------------------------------------------------------
Fitch Ratings has assigned Invesco Euro CLO VII DAC expected
ratings.

The assignment of final ratings is contingent on the receipt of
final documents conforming to information already reviewed.

DEBT                            RATING
----                            ------
Invesco Euro CLO VII DAC

A                    LT AAA(EXP)sf   Expected Rating
B-1                  LT AA(EXP)sf    Expected Rating
B-2                  LT AA(EXP)sf    Expected Rating
C                    LT A(EXP)sf     Expected Rating
D                    LT BBB-(EXP)sf  Expected Rating
E                    LT BB-(EXP)sf   Expected Rating
F                    LT B-(EXP)sf    Expected Rating
Subordinated Notes   LT NR(EXP)sf    Expected Rating

TRANSACTION SUMMARY

Invesco Euro CLO VII Designated Activity Company (the issuer) is an
arbitrage cash flow collateralised loan obligation (CLO) that will
be actively managed by Invesco CLO Equity Fund IV L.P. Net proceeds
from the issuance of the notes will be used to purchase a pool of
primarily secured senior loans and bonds with a component of
mezzanine obligations and high-yield bonds, totalling about EUR400
million. The transaction has a 4.5-year reinvestment period and a
nine-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B' category. The
Fitch weighted average rating factor (WARF) of the identified
portfolio is 24.93.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 64.6%.

Diversified Portfolio (Positive): The transaction has a top 10
largest obligor limit of 22.5% and maximum fixed-rate asset limit
of 10%. The transaction also includes various concentration limits,
including the maximum exposure to the three largest (Fitch-defined)
industries in the portfolio at 43%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a 4.5-year
reinvestment period and includes reinvestment criteria similar to
those of 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 Modelling (Neutral): Fitch's analysis is based on a
stressed-case portfolio with an eight-year WAL. The WAL used for
the transaction's stressed-case portfolio was 12 months less than
the WAL covenant to account for structural and reinvestment
conditions after the reinvestment period, including passing the
over-collateralisation and Fitch WARF and 'CCC' limitation tests.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- A 25% increase of the mean default rate (RDR) across all
    ratings and a 25% decrease of the recovery rate (RRR) across
    all ratings would result in downgrades of up to four notches
    cross the structure.

-- Downgrades may occur if the build-up of the notes' credit
    enhancement following amortisation does not compensate for a
    large loss expectation than initially assumed due to
    unexpected high levels of default and portfolio deterioration.

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- A 25% reduction of the mean RDR across all ratings and a 25%
    increase in the RRR across all ratings would result in
    upgrades of no more than four notches across the structure,
    apart from the class A notes, which are already at the highest
    rating on Fitch's scale and cannot be upgraded.

-- After the end of the reinvestment period, upgrades may occur
    on better-than-expected portfolio credit quality and deal
    performance, leading to higher credit enhancement and excess
    spread available to cover losses in the remaining portfolio.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

DATA ADEQUACY

Invesco Euro CLO VII DAC

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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

Overall, and together with any assumptions referred to above,
Fitch's assessment of the information relied upon for the agency's
rating analysis according to its applicable rating methodologies
indicates that it is adequately reliable.



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

ZACAPA SARL: S&P Alters Outlook to Positive, Affirms 'B-' LT Rating
-------------------------------------------------------------------
S&P Global Ratings revised its outlook on Luxembourg-based Zacapa
S.a.r.l. to positive from stable and affirmed its 'B-' long-term
rating on the company.

S&P's positive outlook reflects a potential upgrade in the coming
12 months if the company further strengthens EBITDA, reduces
leverage, and absorbs more of its capital expenditure.

S&P Global Ratings expects Zacapa's performance will continue to
strengthen in 2021. Although the group granted an estimate $500,000
to clients severely hit by the COVID-19 pandemic, it is likely to
note limited setbacks in 2021, as in 2020. S&P expects Zacapa's
revenue will increase by 24%-25% in 2021, driven by the
Transmission Services (+20.3% at third-quarter 2021). The ongoing
demand for fiber in Latin America, alongside the emergence of big
customers and the good performance of the commercial division,
should underpin the positive trend expected for 2021 and 2022. The
acquisition of NB Telecom in Brazil and Nedetel in Ecuador (October
2021) will enable the group to expand and strengthen its footprint
in the region and support results of operations in Colombia and
Guatemala. At end-September 2021, activity in Colombia generated
$9.8 million more revenue than at end-2020, while Guatemala saw an
$6.8 million increase at the same date. S&P said, "Also, we expect
Zacapa's EBITDA margin, as adjusted by S&P Global Ratings, will
continue to improve in 2021-2022 thanks to increase network
utilization and its 2020 savings plan. As such, we forecast an
adjusted EBITDA margin of 51.0%-52.0% for 2021 and 2022, versus
49.1% in 2020."

Zacapa is poised to deleveraging to below 6x in 2021, in line with
our forecasts.This is on the back of continued revenue and margin
growth, alongside repayment of its revolving credit facility. S&P
also assumes significant EBITDA growth will support the group's
deleveraging efforts.

Absolute debt is likely to continue increasing to fund high growth
and heavy capex over the coming years. S&P assumes 2021-2022 capex
will increase to $100 million-$120 million (versus an historical
level of about $70 million). This will weigh on free cash flow,
prompting us to forecast negative free operating cash flow (FOCF)
of $10 million-$20 million, a slight improvement over the $26.5
million recorded in 2020. The potential for positive FOCF, or at
least moderating outflows and continuously adequate liquidity, is a
key driver of the outlook change to positive. S&P acknowledges,
however, that heavy investments and the weak FOCF are
demand-driven, and capex volumes rest on pre-contracted additional
network capacities.

S&P said, "We continue to see the group's liquidity as adequate.At
the end of September, the group had about EUR114 million of total
cash on hand. The group repaid $93 million it had drawn under its
RCF in 2020. Considering this, as well as our expectation of
slightly positive FOCF over the next 12 months, we estimate the
group's liquidity sources will cover uses by over 2x in 2021-2022.
The liquidity profile is supported by moderate debt amortizations
and no maturities before 2025."

S&P Global Ratings believes the new Omicron variant is a stark
reminder that the COVID-19 pandemic is far from over. Although
already declared a variant of concern by the World Health
Organization, uncertainty still surrounds its transmissibility,
severity, and the effectiveness of existing vaccines against it.
Early evidence points toward faster transmissibility, which has led
many countries to close their borders with Southern Africa or
reimpose international travel restrictions. S&P said, "Over coming
weeks, we expect additional evidence and testing will show the
extent of the danger it poses to enable us to make a more informed
assessment of the risks to credit. Meanwhile, we can expect a
precautionary stance in markets, as well as governments to put into
place short-term containment measures. Nevertheless, we believe
this shows that, once again, more coordinated, and decisive efforts
are needed to vaccinate the world's population to prevent the
emergence of new, more dangerous variants."

S&P said, "The positive outlook on Zacapa reflects our view that
that expanding infrastructure needs in Latin America, combined with
increasing bandwidth demand from companies and telecom carriers and
its sound dark-fiber backlog, will support the group's revenue
growth over the coming years. We also expect the group's expansion
strategy and cost optimization will improve S&P Global
Ratings-adjusted EBITDA margin toward 52%-53% in 2021 and 2022,
deleveraging below 6x, and that the company will be able to
maintain high capex."

S&P could revise the outlook on Zacapa to stable if:

-- The company's revenue and EBITDA growth slows compared with
S&P's base case;

-- Increased competition results in further pressure on pricing,
not offset by volume growth;

-- Development capex materially increases, translating into
adjusted leverage over 6x; or

-- FOCF stays negative and weakens liquidity.

S&P is likely to upgrade Zacapa if the EBITDA growth results in
comfortable liquidity and greater absorption of capex, translating
to stronger credit metrics and a reduction in adjusted leverage
sustainably below 6x with EBITDA cash interest well above 3x.




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

SAMVARDHANA MOTHERSON: Fitch Affirms 'BB' LT IDR, Outlook Stable
----------------------------------------------------------------
Fitch Ratings has affirmed Netherlands-based Samvardhana Motherson
Automotive Systems Group BV's (SMRP BV) Long-Term Issuer Default
Rating (IDR) at 'BB'. The Outlook is Stable. Fitch has also
affirmed SMRP BV's senior secured bonds at 'BB+' and assigned a
Recovery Rating of 'RR2'.

The ratings reflect SMRP BV's strong linkages with its
shareholders, Motherson Sumi Systems Limited (MSSL) and Samvardhana
Motherson International Limited (SMIL), on aligned economic
interests. Fitch rates SMRP BV based on SMIL's consolidated
financial profile, after including 100% of MSSL and SMRP BV and
adjusting for minorities at MSSL.

The ratings also consider SMRP BV's leading market positions and
longstanding relationships with financially strong customers,
mitigating sector specific risks, including cyclicality and
dependence on original equipment manufacturers (OEM). Disciplined
expansion has improved business diversification while limiting
financial leverage.

The Stable Outlook reflects that leverage headroom will improve
after remaining low in the financial year ending March 2022 (FY22).
Supply-chain constraints should ease, after chip shortages limited
the recovery in global automotive sales and weighed on MSSL's
EBITDA generation in FY22.

KEY RATING DRIVERS

Leverage Headroom to Improve: EBITDA in FY21 was almost 15% higher
than Fitch's forecast on a robust 2HFY21, resulting in leverage of
3.1x, better than Fitch's 3.5x estimate. However, the semiconductor
shortage's impact on global auto production in 2021 will limit
MSSL's EBITDA to INR42.3 billion in FY22, 18% below Fitch's
previous forecast. Fitch expects global light-vehicle sales in 2022
to remain nearly 6% below 2019's level amid the supply-chain risks.
However, sales will improve from 2021 on strong underlying demand,
supporting higher EBITDA and improved leverage headroom in FY23.

Fitch expects leverage - measured as MSSL's consolidated net debt
to EBITDA after Fitch's adjustment for minorities and excluding its
to-be-demerged domestic wiring harness (DWH) business - to improve
to 2.4x in FY23, after remaining close to 3.0x - the threshold for
negative rating action - in FY22. MSSL's FY21 free cash generation
was healthy on its prudent approach to capex and dividends. Fitch
expects capex to rise after FY21, but its measured approach after
completing new facilities in FY19 should support positive free cash
generation after FY22.

Acquisition Strategy Mitigates Risks: Fitch believes MSSL's
acquisition strategy, including identifying attractively priced
targets that are strategically suitable, and adherence to prudent
funding practices mitigate risks from its aim of raising revenue by
more than 4x to USD36 billion by 2025. Still, any large debt-funded
acquisition may pressure its rating.

Strong Linkage: Fitch believes high strategic and operational
incentives underpin Fitch's assessment of strong linkage despite
moderate legal incentives. SMRP BV's large financial contribution
underpins the high strategic incentive, as also reflected in
regular financial support. Integrated management and decision
making drive the high operational incentive to support, despite
limited operational dependency. Fitch's approach will remain
unchanged after the planned reorganisation that will merge SMIL
with MSSL and consolidate their entire stake in SMRP BV under the
new entity.

Reorganisation Simplifies Structure; Credit Neutral: The plan
reinforces Fitch's view that MSSL, SMIL and their 51:49 joint
venture - SMRP BV - is a single economic entity, based on SMIL's
effective control of MSSL and management overlap. The structure
will be simplified, as Fitch's previous adjustment for minority
shareholders at MSSL will not apply. The merged MSSL will still
hold a 33.4% stake in the low-leverage DWH business after a
proposed demerger. This will be credit neutral due to DWH's small
size and continued contribution to the merged entity from sourcing
arrangements and dividends.

Secured Notes Rated Above IDR: SMRP BV's notes are secured against
assets and equity pledges in its key subsidiaries. The collateral
qualifies as Category 2 First Lien, as defined in Fitch's
Corporates Recovery Ratings and Instrument Ratings Criteria,
supporting a Recovery Rating of 'RR2' and a one-notch uplift from
SMRP BV's IDR of 'BB'.

Its EUR300 million secured notes due 2024 will no longer benefit
from security over hard assets if SMRP BV's superior secured debt
falls below EUR110 million and triggers the release of security
over hard assets under the fall-away security structure, as defined
in the note documentation. However, the 2024 notes' rating will
remain unaffected, as they will continue to be secured against
equity pledges in key subsidiaries after the trigger of the
fall-away security structure and prior ranking debt at subsidiaries
will be limited.

Customer Relationships Underpin Leadership: MSSL's product quality
and wide range of services underpin its long-term relationships
with top global OEMs, evident from SMRP BV's EUR15.3 billion order
book in September 2021. This mitigates risks from competition and
weak negotiating power against large OEMs on pricing and cost
pass-through. SMRP BV is one of the leading global suppliers of
exterior mirrors, bumpers, dashboards and door panels for premium
cars. MSSL is a leader in wiring harnesses for cars in India and
commercial vehicles in key markets globally.

Improving Business Diversification: MSSL's business diversification
across product components, OEM customers and geography mitigate the
variations arising from the cyclical and competitive automotive
industry. A large number of vehicle programmes within an OEM
further enhances diversification. Improving diversification is core
to the group's growth strategy, evident from reduced revenue
dependence on its biggest customer, Volkswagen AG (BBB+/Positive),
to below 30% in FY21, from 44% in FY15, and top region, Germany
(AAA/Stable), to 21%, from 29%.

DERIVATION SUMMARY

MSSL's scale, leading market position in its product categories and
business diversification position it well against peers, such as
Metalsa, S.A. de C.V. (BBB-/Stable) and Dana Incorporated (DAN,
BB+/Stable). MSSL has larger scale and greater business
diversification in terms of customers, geography and products than
Metalsa. However, Metalsa benefits from its position as an
important supplier of chassis structures to pickup-truck platforms,
which Fitch expects to remain as large contributors to the cash
flow of Metalsa's customers. This, together with the strength of
Metalsa's financial profile, justifies SMRP BV being rated two
notches lower. MSSL and DAN have similar scale and business
diversification. Nonetheless, SMRP BV is rated one notch lower due
to weaker profitability and higher leverage.

MSSL has a smaller scale than Faurecia S.E. (BB+/Stable),
particularly after Faurecia's acquisition of Hella. However, MSSL's
business diversification remains comparable. SMRP BV's one-notch
lower rating also reflects Faurecia's stronger profitability.

SMRP BV is rated at the same level as Tupy S.A. (BB/Stable),
reflecting Tupy's lower leverage and higher profitability,
underpinned by its leading market position in high-value-added
cast-iron structural components. These factors counterbalance
Tupy's smaller scale and lower diversification than MSSL.

KEY ASSUMPTIONS

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

-- Impact of semiconductor shortage on global auto volumes to
    limit revenue growth to 6% in FY22. Revenue to rebound by 11%
    in FY23 on back of healthy demand and abating supply-chain
    issues;

-- EBITDA margin to remain broadly stable at 7% in FY22 (FY21:
    6.7%). Recovering auto volume will improve the EBITDA margin
    to 8.4% in FY23;

-- Capex as a percentage of sales to remain at around 4.5% over
    FY22 and FY23 (FY21: 3.4%);

-- MSSL's dividend payout to remain at up to 40% of net income
    over the next few years.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to positive
rating action/upgrade:

-- MSSL improving its consolidated net leverage, defined as total
    net debt/operating EBITDA, after Fitch's adjustment for
    minorities and factoring and excluding the DWH business, to
    below 2.0x on a sustained basis;

-- MSSL's free cash flow (FCF) margin remaining broadly neutral
    to positive on a sustained basis (FY21: 3.1%);

-- MSSL maintaining or improving its business diversification.

Factor that could, individually or collectively, lead to negative
rating action/downgrade:

-- MSSL's consolidated net leverage, defined as total net
    debt/operating EBITDA after Fitch's adjustment for minorities
    and factoring and excluding the DWH business, remaining above
    3.0x for a sustained period.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: MSSL had consolidated readily available cash of
INR47.6 billion as of 31 March 2021, which sufficiently covered
INR31.9 billion of near-term debt maturities and moderate negative
FCF in Fitch's rating case in FY22. Near-term debt maturities
include INR13.6 billion of short-term working capital debt, which
Fitch expects the company to roll over in the normal course of
business. MSSL issued INR10 billion in domestic bonds after
September 2021, which adds to the liquidity buffer. SMRP BV also
had a EUR278 million (INR23.9 billion) undrawn revolving credit
facility as of 30 September 2021 with final maturity in June 2023.

Debt maturities are small at less than INR2.0 billion in FY23
before rising to more than INR28 billion a year in FY24 and FY25.
Fitch expects positive FCF after FY22, but MSSL will need to
refinance a part of the FY24 and FY25 maturities. MSSL's reasonable
leverage should aid in refinancing and Fitch expects it to address
these well in advance in line with its record.

ISSUER PROFILE

SMRP BV is a leading supplier of rear-view vision systems and
interior and exterior modules to the global automotive industry.

SUMMARY OF FINANCIAL ADJUSTMENTS

Fitch treats INR11.4 billion in FY21 (equivalent to 2% of sales) as
restricted cash for intra-year working-capital volatility.



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

PARQUES REUNIDOS: S&P Upgrades ICR to 'B-' on Trading Recovery
--------------------------------------------------------------
S&P Global Ratings raised its long-term term issuer credit and
issue ratings on Parques Reunidos' parent entity Piolin Bidco
S.A.U. to 'B-' from 'CCC+'.

The negative outlook reflects the limited headroom in the rating
and the possibility that S&P could lower its rating if the group's
performance and credit metrics do not improve in line with its
base-case scenario.

S&P said, "Parques Reunidos' operating performance firmly rebounded
in the third quarter and we expect this will continue. Despite
pandemic-related restrictions in first half of the year, the group
re-opened most of its parks by mid-June, ahead of the peak season.
In the third quarter, Parques Reunidos demonstrated a sound
rebound, with revenue and management EBITDA reaching EUR341 million
and EUR165 million, only 2% and 4% below 2019 levels. While
attendance in the third quarter remained 22% below 2019 levels, due
to continued capacity restrictions and lower group visits, per
capita revenue (percap) increased by 26% compared with 2019, as a
result of commercial actions and a higher share of individual
tickets versus groups. We expect attendance will continue to
gradually recover and reach levels close to 2019 by 2022 as the
operating environment normalizes, supported by vaccination
programs. However, we expect percap will decrease in 2022, driven
by customer mix, as groups return to the parks, and more normalized
in-park consumption with higher numbers of visits. But it should
remain higher than pre-pandemic levels thanks to continued revenue
management and pricing initiatives, which should support structural
margin growth. In our base-case scenario, we assume Parques
Reunidos' revenue in 2021 will increase by 130% from EUR249 million
in 2020 to about EUR575 million, but still remain about 18% below
2019's level. In 2022 we expect revenue will return roughly in line
with 2019 levels. We expect S&P Global Ratings-adjusted EBITDA to
be around EUR160 million in 2021 compared with negative EUR65
million in 2020, and about EUR200 million in 2022."

S&P said, "We expect S&P Global Ratings-adjusted debt to EBITDA
will improve to 10.0x in 2021 and toward 7.7x in 2022 but the ratio
remains very high for the rating. In our base case, leverage will
stay very high, close to 10.0x in 2021, compared with 6.3x in 2019,
with adjusted debt comprising EUR1,170 million TLB, EUR131 million
government-backed loan and local facilities, and EUR230 million
lease liabilities. Leverage should reduce toward 7.7x in 2022 as
earnings continue to recover. That said, it will remain largely
above 2019 levels since the group raised an additional EUR200
million add-on term loan B and EUR130 million of government-backed
loans and local facilities last year to support liquidity. This
additional debt contributes to gross leverage remaining elevated,
with gross debt close to EUR1.3 billion. In our view, this places
pressure on the group's capital structure and leaves very limited
headroom in the rating to absorb further delays in recovery,
potential additional disruption from the virus, or operational
setbacks.

"FOCF after leases should be positive this year, but limited in
2022 as capital expenditure (capex) will gradually increase. We
forecast the group will generate positive FOCF after leases this
year of about EUR20 million, thanks to trading recovery and
significant capex reduction. That said, Parques Reunidos has a
capital-intensive business model and we expect the group will
gradually increase capex as operating performance returns and since
it will need to maintain and refresh aging parks, introducing new
rides, after two years of capex freeze. We expect FOCF after leases
will be slightly positive to neutral in 2022. In our base case, the
group will maintain financial discipline in capex prioritization,
monitoring closely the group's liquidity."

Parques Reunidos's liquidity position remains sound. Parques
Reunidos managed its liquidity well this year, adopting financial
discipline through cost control initiatives and material capex
reduction. The group reported it had EUR320 million of available
cash and liquidity on Sept. 30, 2021. S&P expects the group will
maintain adequate liquidity in the next 12 months, further
supported by continued business recovery.

The negative outlook reflects the limited headroom in the rating
and that S&P could lower its rating on the company if the group's
performance and credit metrics do not improve in line with its
base-case scenario.

S&P could lower the rating in the next 12 months if Piolin Bidco
were not able to improve credit metrics in line with its base case.
A downgrade could occur because of one or a combination of the
following:

-- Prolonged and significant weakness in operating earnings, for
example from a new shutdown or restrictions in response to
COVID-19, such that S&P Global Ratings-adjusted leverage remained
materially above 8.0x and FOCF after leases was negative in 2022,
such that S&P viewed the capital structure as becoming
unsustainable.

-- Liquidity weakened materially.

-- The group adopted a more aggressive financial policy, reflected
in prolonged weaker credit metrics, debt-funded acquisitions, or
shareholder returns.

-- S&P saw heightened risk of a specific default event, such as a
distressed exchange or restructuring, debt purchase below par, or
covenant breach.

S&P said, "We could revise the outlook to stable if the group's
operating performance continued to recover, such that we saw a
clear path for its S&P Global Ratings-adjusted debt to EBITDA to
sustainably decrease below 8.0x." An outlook revision would also
require Parques Reunidos to maintain a sound liquidity position and
prudent capex such that FOCF after leases remained at least broadly
neutral.

Environmental, Social, and Governance
To: E-2 S-3 G-3 From: E-2 S-4 G-3

Social factors are now a moderately negative consideration in our
credit rating analysis of Piolin Bidco and are reflected in the
pandemic's unprecedented impact on attendance in 2020 and early
2021. Piolin Bidco has proven its ability to rebound once
restrictions were lifted ahead of this summer. S&P said, "We expect
continued abatement of COVID-19-related safety concerns to lead to
attendance roughly reaching 2019 levels by 2022. Still, this was an
extreme disruption and even though it is unlikely to recur at the
same magnitude, we see the sector remains sensitive to health and
safety issues, which could result in future business disruption."

Governance factors remain a moderately negative consideration, as
is the case for most rated entities owned by private-equity
sponsors. S&P believes the company's highly leveraged financial
risk profile points to corporate decision-making that prioritizes
the interests of the controlling owners. This also reflects
generally finite holding periods and a focus on maximizing
shareholder returns.




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

LIMAK ISKENDERUN: Fitch Affirms 'BB-' Notes Rating, Outlook Now Neg
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Limak Iskenderun
Uluslararasi Liman Isletmeciligi A.S.'s notes (LimakPort) to
Negative from Stable, and affirmed the rating at 'BB-'.

RATING RATIONALE

The rating action follows the Outlook revision on Turkey's
Long-Term Issuer Default Ratings (IDRs) to Negative from Stable. In
Fitch's view, Turkey's sovereign IDR caps Limak's rating, due to
its linkages to country's economic and regulatory environment.

KEY RATING DRIVERS

This rating action is driven solely by the revision of the Outlook
on the Turkish sovereign rating, and is therefore not a full
review.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- Forecast DSCR consistently below 1.2x or;

-- Negative action on Turkey's sovereign rating.

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- Positive action on Turkey's sovereign rating may lead to
    positive rating action on the notes.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Sovereigns, Public Finance
and Infrastructure issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of three notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.

MERSIN ULUSLARARASI: Fitch Alters Outlook on BB- Unsec. Debt to Neg
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Mersin Uluslararasi Liman
Isletmeciligi A.S.'s (MIP) USD600 million senior unsecured debt
rating to Negative from Stable and affirmed the rating at 'BB-'.

RATING RATIONALE

The rating action mirrors the Outlook revision on Turkey's
Long-Term Issuer Default Rating (IDR) to Negative from Stable, and
affirmation at "BB-".

In Fitch's view, Mersin's rating is capped by Turkey's sovereign
IDR, due to its linkages to country's economic and regulatory
environment.

KEY RATING DRIVERS

The rating action is driven solely by the revision of the Outlook
on the Turkish sovereign rating and is therefore not a full
review.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to negative
rating action/downgrade:

-- A significant revision of the current capital structure linked
    to its debt-funded financial policy.

-- Negative action on Turkey's sovereign rating may lead to
    negative rating action on Mersin.

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- Positive action on Turkey's sovereign rating may lead to
    positive rating action on Mersin.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Sovereigns, Public Finance
and Infrastructure issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of three notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.

TURKEY WEALTH: Fitch Affirms 'BB-' LT IDR to Neg., Outlook Now Neg.
-------------------------------------------------------------------
Fitch Ratings has revised the Outlook on Turkey Wealth Fund's (TWF)
Long-Term Foreign- and Local-Currency Issuer Default Ratings (IDR)
to Negative from Stable and affirmed the IDRs at 'BB-'.

KEY RATING DRIVERS

The rating actions follow the revision of the Outlook on Turkey's
Long-Term IDRs to Negative from Stable (see "Fitch Revises Turkey's
Outlook to Negative; Affirms IDR at 'BB-", dated 02 December 2021),
as TWF's ratings are equalised with those of the Turkish sovereign
and hence sensitive to any action on the sovereign ratings.

DERIVATION SUMMARY

Fitch applies a top-down approach under its Government-Related
Entity (GRE) Criteria due to TWF's strong linkages with its
ultimate sponsor, the Republic of Turkey and the government's
incentive to provide extraordinary support to TWF in case of need.
This yields a GRE support score of 50 points, warranting an
equalisation of TWF's IDR with that of Turkey, irrespective of
TWF's 'b' Standalone Credit Profile.

RATING SENSITIVITIES

Factor that could, individually or collectively, lead to negative
rating action/downgrade:

-- A downgrade of the sovereign would lead to similar rating
    action on TWF. A weaker assessment of the overall support
    factors could result in TWF's ratings being notched down from
    the sovereign ratings.

Factor that could, individually or collectively, lead to positive
rating action/upgrade:

-- Positive rating action on the sovereign would lead to similar
    rating action on TWF, provided that overall support factors
    are unchanged.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Sovereigns, Public Finance
and Infrastructure issuers have a best-case rating upgrade scenario
(defined as the 99th percentile of rating transitions, measured in
a positive direction) of three notches over a three-year rating
horizon; and a worst-case rating downgrade scenario (defined as the
99th percentile of rating transitions, measured in a negative
direction) of three notches over three years. The complete span of
best- and worst-case scenario credit ratings for all rating
categories ranges from 'AAA' to 'D'. Best- and worst-case scenario
credit ratings are based on historical performance.

ISSUER PROFILE

TWF is fully owned by the Turkish state and acts as its strategic
long-term investment arm and equity solutions provider. TWF's
strategic objectives are aligned with the national economic
objectives. As of FYE20, TWF's portfolio includes 24 companies in
seven sectors, two licenses and 46 real estate properties. The 24
companies operate mainly in five sectors, including financial
services, telecommunications and technology, transportation and
aviation, energy and mining and agriculture and food.

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

TWF's IDRs are credit linked to Turkish sovereign ratings.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.



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

AVOCET INFINITE: Businessman's Antiques to Be Auctioned
-------------------------------------------------------
Douglas Whitbread at The Scotsman reports that a huge haul of
antiques discovered in a farmhouse linked to a controversial
businessman whose energy firm went bust owing around GBP8 million
is due to be auctioned.

The horde of more than 600 items includes 19th Century paintings,
Chinese jade carvings and Georgian furniture, The Scotsman
discloses.

They were found in a farmhouse on the Scottish borders which is
linked to businessman Martin Frost, 73, who was recently declared
bankrupt, The Scotsman relates.

Mr. Frost was behind a firm called Avocet Infinite PLC which
planned to convert cow dung into green diesel, The Scotsman states.
The scheme attracted millions of pounds in private cash to develop
a revolutionary biofuel only for the manure conversion scheme to
never reach the market, The Scotsman relays.

It's thought that investors may have handed-over a total of GBP8
million to the failed business venture since it was set up in 2014,
according to The Scotsman.

But after the businessman's idea floundered, debt collectors found
a farmhouse on the Scottish borders packed with art and antiques,
which will now go on sale, The Scotsman discloses.

When Frost's main company, Avocet Infinite PLC, went under, he
transferred his client's share to a new firm, Omega Infinte PLC,
which then went into liquidation in March 2020, The Scotsman
recounts.

It's understood that investors in the business include both the
family of the Leader of the House of Commons, Jacob Reese-Mogg, and
ex-Labour MP John Prescott, The Scotsman states.

But they also included several Scottish farmers, who made small
investments, according to The Scotsman.

At a scheduled AGM meeting in late September, which Mr. Frost later
pulled out of, the failed mogul was expected to offer angry
investors 1p per share for each GBP1 they put into the business,
The Scotsman discloses.

Later, it was announced that Mr. Frost, from Scarborough, had been
made personally bankrupt at a Leeds Court hearing in October, The
Scotsman relates.


DERBY COUNTY FOOTBALL: Problems Mount, At Risk of Liquidation
-------------------------------------------------------------
Ian King at Football365 reports that Derby County's problems are
conflating in a dangerous way, and the way in which this is
happening puts the club at serious risk.

This time it looks as though there will be no escaping relegation
for Derby County, Football365 states.  The extra nine-point
deduction which was added to the 12 already taken off for
collapsing into administration in the first place has left them 20
points from safety, all but eradicating any of the small steps that
manager Wayne Rooney had taken towards an extremely unlikely escape
indeed, Football365 notes.  But such is the condition of the club
that even the relegation that they managed to avoid on the last day
of last season feels like a relatively trivial matter when compared
to the club's other problems, according to Football365.

It has now been reported that the biggest obstacle to the club
exiting administration is HMRC, Football365 states.  This is a
familiar refrain, but the rules have changed since the last time a
league club was confirmed as insolvent. Until the start of December
2020, the law ensured that the tax office was an unsecured creditor
under these circumstances, but a change in law -- which went
largely unreported in football circles -- made HMRC a preferential
creditor in such circumstances, and the club's unpaid GBP26 million
tax bill is now proving a major stumbling block to finding the club
new owners and could yet even result in the liquidation of the
club, Football365 says.

They don't have to accept any offer made by Quantuma, the
administrators dealing with the club, of less than GBP1 in the
pound, and their likely refusal to do so makes Derby County a far
less attractive investment for someone extremely wealthy who
fancies their chances on this particular one-armed bandit,
according to Football365.  

But Derby are not a club with good prospects of getting into the
Premier League in the next couple of years, Football365 says.  The
points deductions have left the club looking at relegation, and
there remains every possibility that further points deductions
could be in place next season which would make relegation to League
Two as likely as promotion straight back from whence they came,
should they fail to reach agreement to pay all creditors at least
25p in the pound by the end of this season (or 35p in the pound
over the next three years), as per EFL rules, Football365
discloses.

If a deal can't be struck with HMRC, the cost of rescuing Derby
County becomes considerably more expensive, while every single
thing that seems to be happening to the club is pushing it further
and further from the Premier League, Football365 notes.  If we
might reasonably assume that prospective investors are usually
primarily interested in Championship clubs for their relatively
close proximity to the promised land of the Premier League, then
it's difficult to believe that Derby would be a good investment, in
comparison with almost every other club in the Championship,
Football365 states.

On top of that we have to layer the cost of buying the club (and
even a new owner prepared to put in money would be likely to spend
less on the necessary rebuilding project, the more the club and its
assets cost to buy in the first place), and the fact that there
remain court cases pending against Derby from Middlesbrough and
Wycombe Wanderers, either or both of which could land the club with
even more money to pay out, according to Football365.  None of this
means that liquidation is inevitable for Derby County, Football365
says.  But what it does mean is that the next couple of months may
be the most important in the history of the club, Football365
notes.

Firstly, the Christmas and New Year periods offer clubs a small
windfall with the number of fixtures being played, while the
beginning of their involvement in the FA Cup will also bring in a
little extra cash, and Quantuma need that money to keep the club
operating on a day-to-day basis. Football365 discloses.  Secondly,
when the January transfer window opens, it's likely that Derby will
have to sell some of their more prized players if offers are
received, according to Football365.  The administrators would, in
this case, have little choice, but any offers made would likely be
of the 'fire sale' variety, Football365 notes.  The January
transfer window is never a good window in which to be doing
business, Football365 states.  It certainly seems unlikely to be a
good window for any club needing to sell players to try and keep
the books balanced, Football365 discloses.


HARRISON PROPERTY: Bosses Banned for Abusing Tax Regime
-------------------------------------------------------
The Insolvency Service on Dec. 7 disclosed that bosses of East
London property lettings company were banned for a total of 13.5
years after abusing the tax authorities and failing to maintain
company records.

Harrison Property Partners Ltd was incorporated in May 2012. The
company offered property lettings and property management services,
trading from offices in Tower Hamlets, East London.

Six years later, however, Harrison Property Partners went into
Creditors Voluntary Liquidation in February 2018 and the company's
insolvency triggered an investigation by the Insolvency Service.

Investigators uncovered that Khushal Khagram, Andrew Matin and Alan
George had either failed to maintain company records or abused the
tax regime, leading to all three being banned from running limited
companies for a total of 13.5 years.

Mr. Clark (39), of Benfleet, Essex, was the first to be banned for
3.5 years in August 2020 after investigators uncovered he failed to
submit tax returns while he was a director from September 2013
until he resigned in July 2016 and traded to the detriment of the
tax authorities.

Tax returns submitted after Alan Clark left Harrison Property
Partners showed that close to GBP191,000 was owed to the tax
authorities following his misconduct.

The next director to be banned was 34-year-old Matin from Thames
Ditton in Surrey.  The property boss was removed from the Companies
House register for 6 years in August 2021 after investigators
exposed that Mr. Matin failed to ensure the company maintained
sufficient accounting records and/or failed to deliver these to the
liquidator.

Mr. Matin's misconduct means it is not possible to verify many of
Harrison Property Partners' activities. This included verifying
whether more than GBP770,000 spent was on legitimate business
expenditure, confirming the nature of 50 payments to 3 accounts
totalling GBP187,600, determining the level of remuneration taken
by Mr. Matin, and the exact reasons for the property company's
insolvency.

During his time as director, Mr. Matin also failed to ensure the
property company submitted tax returns between October 2016 and
February 2018 and traded to the detriment of the tax authorities.
Since the property company went into liquidation, the tax
authorities are owed more than GBP309,000 in tax liabilities -- a
rise in liabilities owed compared to the tenue of Alan Clark.

An accountant by trade, Mr. Khagram (52), of Finchley, North
London, was the last of the directors to be banned on
November 24, 2021, for 4 years.

Investigators uncovered that Mr. Khagram had committed misconduct
similar to both Alan Clark and Mr. Matin's in that he failed to
ensure the property company submitted tax returns between October
2016 and February 2018 and traded to the detriment of the tax
authorities.  As is the case with Mr. Matin, the tax liabilities
owed by the company increased under Mr. Khagram's directorship.

Messrs. Khagram, Matin and Clark had their disqualification
undertakings accepted by the Secretary of State and are banned from
directly or indirectly becoming involved, without the permission of
the court, in the promotion, formation or management of a company.

Lawrence Zussman, Deputy Director of Insolvent Investigations,
said:

   -- All three property bosses totally disregarded their
responsibilities as company directors.  The absence of proper
company records means we cannot verify legitimate business
activities and the failure to submit tax returns means they also
abused the taxpayer in the process.

   -- 13-and-a-half years is a considerable amount of time to be
removed from the corporate arena and will protect creditors and the
tax payer from any further harm caused by Messrs. Khagram, Matin
and Clark.


MARCO PIERRE: Fails to Pay Staff Minimum Wage
---------------------------------------------
Richard Guttridge at BirminghamLive reports that the popular Marco
Pierre White restaurant in Birmingham has been named and shamed for
not paying some of its staff the minimum wage.

According to BirminghamLive, dozens of workers at the premium
rooftop steakhouse based in The Cube weren't paid nearly GBP7,000
they were owed over a three-year period.

The company behind the restaurant, Quadrate Catering, was named on
a Government list of firms which had failed to pay staff the
minimum wage at certain periods over the last decade,
BirminghamLive discloses.

Some 78 restaurant workers were not paid a total of GBP6,825
between March 2015 and May 2018, BirminghamLive states.

Quadrate blamed a "technical breach" with the payment of wages
relating to "uniforms and induction" following a
"misunderstanding", BirminghamLive notes.

It comes after the company, which owns the franchise to Marco
Pierre White Steakhouse, went into administration earlier this
year, BirminghamLive relates.  The restaurant, launched by the
celebrity chef in 2011, remains open, BirminghamLive notes.


PUD STORE: Ceases Trading, Set to Enter Liquidation
---------------------------------------------------
Ellie Danemann at NottinghamshireLive reports that a popular
children's clothes store launched by former Apprentice contestant
Fran Bishop has closed down and is set to enter liquidation.

An official notice placed on the website of The Pud Store, which
operated three stores in Mansfield, Newark and Doncaster, confirmed
the news to shoppers, NottinghamshireLive notes.

According to NottinghamshireLive, the notice says the company has
'ceased trading' and is now 'taking steps to enter into
liquidation'.

The Pud Store was launched in 2015 and had grown into a well known
independent children's and nursery clothing retailer.  In addition
to its three stores, it also operated a warehouse in Ealand, North
Lincolnshire.

Prior to Nottinghamshire being placed under Tier 3 restrictions
last October, Ms. Bishop, as cited by NottinghamshireLive, said the
move would "rip the heart out of the high street".


TALKTALK TELECOM: S&P Downgrades Rating to 'B', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its ratings on U.K.-based TalkTalk
Telecom Group Ltd. (TalkTalk) and its senior secured notes to 'B'
from 'B+'.

S&P also assigned its 'B' rating to Tosca IOM Ltd., TalkTalk's
holding company.

The negative outlook reflects the potential for a further downgrade
over the next 12 months if TalkTalk's operating performance does
not recover in FY2023.

The downgrade is following weaker-than-expected operating
performance by TalkTalk. In the first half of FY2022, TalkTalk's
headline revenue declined by 2.2% and EBITDA--including a one-off
accounting impact--declined by 12.2%, compared with S&P's
expectation of low single digit growth. The revenue decline partly
reflected a lower subscriber base due to the loss of a small
percentage of wholesale broadband customers--following the sale of
a customer base by a material wholesale customer to another
TalkTalk wholesale customer--and a COVID-19 drag effect on market
volumes. The revenue decline also reflected lingering average
revenue per user (ARPU) pressure from earlier recontracting
resulting from end-of-contract notifications, and continued
industry-wide voice decline. In addition, EBITDA was pressured by
additional investment in subscriber acquisition, customer service,
and technology enhancements, and a one-off GBP6 million accounting
impact for the customer migration noted above (a similar impact is
also expected in the second half of the year). S&P said, "While
TalkTalk will benefit from price rises and a discounted deal for
wholesale fiber access signed with Openreach in the second half of
FY2022, this will be offset by significant copper exit costs, which
we did not include in our previous base case. This means that we
currently forecast that TalkTalk's revenue will decline by about
1.5%-2.0% in FY2022 and S&P Global Ratings-adjusted EBITDA will
decline by 16%-17%." This follows sharper-than-expected drops in
revenue of about 6% and adjusted EBITDA of about 7% in the 12
months ending Feb. 28, 2021, driven by many of the same headwinds
seen in first-half FY2022.

TalkTalk's operating underperformance results in
weaker-than-expected credit metrics. S&P said, "We now forecast
that TalkTalk's adjusted leverage will be about 6.4x-6.6x and the
company will generate negative FOCF of GBP20 million-GBP30 million
in FY2022 (or, excluding PIK toggle debt of about GBP300 million
and interest of GBP32 million, adjusted leverage of about 5.1x-5.3x
and positive FOCF of up to GBP10 million). We forecast that
TalkTalk will generate negative FOCF after lease payments of GBP70
million-GBP80 million. Our FOCF forecast also assumes a higher
working capital outflow than we had previously expected of about
GBP60 million-GBP70 million, which is partly a function of
increased fiber penetration."

Several factors suggest there is scope for improvement in
TalkTalk's credit metrics in FY2023. These include a transition to
revenue growth of above 2.5% thanks to a significant price increase
of consumer price inflation (CPI) plus 3.7% from April 2022 for the
majority of TalkTalk's consumer base, benefits from competition in
full fiber network supply, and a flat underlying cost base. It also
reflects a falling away of the one-off accounting impact for the
wholesale customer migration in FY2022, and lower exceptional costs
on network transformation and transformational reorganization. S&P
said, "We assume that exceptional costs related to the copper exit
will be broadly stable. Our FOCF forecast also assumes a lower
working capital outflow by close to GBP20 million as fiber
penetration stabilizes. Based on these assumptions, adjusted debt
to EBITDA could improve by about 0.7x-0.8x while FOCF could improve
by GBP45 million-GBP55 million."

There is meaningful execution risk to our base-case forecast for
FY2023, however. There is uncertainty over whether U.K. telecom
companies could actually implement price rises as high as about 8%
in April 2022 (if inflation stays at current levels) without
significant pushback from consumers resulting in partial offset
from customer retention efforts, or different pricing behaviour by
TalkTalk's competitors in an effort to retain customers. In
addition, costs stemming from TalkTalk's copper-to-fiber transition
program could potentially be higher than we have currently
assumed.

The negative outlook reflects the potential for a downgrade over
the next 12 months if TalkTalk's operating performance does not
recover in FY2023.

S&P said, "We could lower the ratings if TalkTalk's adjusted
leverage rises above 6.5x and its FOCF is negative on a sustained
basis. This could occur if TalkTalk is unable to improve its EBITDA
in FY2023 and it needs to further increase its drawdown on the RCF.
We could also lower the ratings if TalkTalk's covenant headroom
falls materially below 10%.

"We could revise the outlook to stable if TalkTalk is on track for
adjusted leverage of comfortably below 6.5x and positive adjusted
FOCF in FY2023, in line with our base case. We would also expect
TalkTalk to maintain covenant headroom of above 10%."

To: E-2 S-2 G-3

From: E-2 S-2 G-2

S&P said, "Governance factors are now a moderately negative
consideration in our credit rating analysis of TalkTalk. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of the controlling owners, which is the case for most
rated entities owned by private-equity sponsors. Our assessment
also reflects their generally finite holding periods and a focus on
maximizing shareholder returns."

-- S&P is lowering to 'B' its issue rating on the GBP675 million
senior secured notes.

-- The recovery rating of '3' reflects its expectation of
meaningful recovery (rounded estimate: 60%) in an event of
default.

-- S&P views the credit facilities as creditor-friendly, as
demonstrated by the two maintenance covenants.

-- The PIK toggle debt above the restricted group does not affect
S&P's valuation at default, as we anticipate there will be no cash
interest on this instrument on the path to default.

-- S&P's hypothetical default scenario envisions increasing price
competition combined with repeated, or widescale, network
information system failures and customer service issues that would
materially harm TalkTalk's reputation and result in severe customer
losses.

-- S&P believes that this, combined with the capital-intensive
nature of the business, could lead to a payment default in 2024.

-- S&P values TalkTalk as a going concern, underpinned by the
group's solid unbundled network coverage, its value-for-money
positioning, and the U.K.'s relatively favorable regulatory
framework.

-- Year of default: 2024

-- Minimum capex (as a percentage of sales): 5%

-- Cyclicality adjustment factor: 0% (S&P's standard sector
assumption for the telecom and cable industry)

-- Operational adjustment: -5%

-- EBITDA at emergence after recovery adjustments: GBP133 million

-- Implied enterprise value multiple: 5.5x

-- Jurisdiction: U.K.

-- Gross enterprise value at default: GBP731 million

-- Administrative costs: 5%

-- Net value available to creditors: GBP694 million

-- Priority claims: about GBP76.5 million

-- Unsecured debt claims: about GBP983 million*

    --Recovery expectation: 50%-70% (rounded estimate: 60%)

*All debt amounts include six months of prepetition interest.



                           *********


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 2021.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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