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

                          E U R O P E

          Tuesday, July 19, 2022, Vol. 23, No. 137

                           Headlines



B E L A R U S

BELARUS: S&P Affirms 'CCC/C' LC Sovereign Credit Ratings
[*] Fitch Withdraws CCC Ratings on 3 Belarusian Insurers


D E N M A R K

DKT HOLDINGS: Moody's Cuts CFR to B3 & Alters Outlook to Negative


I T A L Y

BRISCA SECURITISATION: Moody's Cuts Rating on Class A Notes to Ba3


N E T H E R L A N D S

ESDEC SOLAR: Moody's Cuts CFR to B3, Under Review for Downgrade


P O L A N D

GETIN NOBLE BANK: Fitch Keeps 'CCC' IDR on Rating Watch Evolving


R U S S I A

PETROPAVLOVSK: Goes Into Administration Following Debt Woes
SKOL: GTLK Aims to Retrieve Leased Fleet From Bankrupt Airline


S P A I N

AEDAS HOMES: Fitch Affirms LT IDR at 'BB-'; Sec. Notes at 'BB'
FTPYME TDA 4: Fitch Affirms 'C' Rating on Class D Notes
GRUPO EMBOTELLADOR: Fitch Alters Outlook on 'BB-' IDRs to Positive
NEINOR HOMES: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
SABADELL CONSUMO 2: Fitch Assigns 'BB' Rating on Class F Debt



T U R K E Y

LIMAKPORT: Fitch Lowers USD370MM Sec. Notes to B; Outlook Negative
MERSIN: Fitch Lowers USD600MM Unsec. Notes to 'B', Outlook Neg.
TURKIYE VAKIFBANK: Fitch Cuts Legislative Bonds to BB; Outlook Neg
[*] Fitch Cuts 8 Turkish LRGs' IDRs to 'B', Outlook Remains Neg.


U K R A I N E

UKRAINE: Fitch Places 'CCC' IDR Under Criteria Observation


U N I T E D   K I N G D O M

ALMOR GROUP: Enters Administration, 80 Jobs Affected
AMIGO LOANS: S&P Affirms 'CCC' Long-Term ICR, Outlook Developing
CARLYLE EURO 2022-3: Fitch Assigns 'B-' Rating on Class E Debt
CHESTER A PLC: Moody's Ups Rating on GBP40.1MM Cl. E Notes to Ba3
ELIZABETH FINANCE 2018: S&P Lowers Class D Notes Rating to 'CCC+'

HARLAND & WOLFF: Wins GBP55MM Defence Contract Amid HMRC Tax Row
THREE WAYS HOTEL: Bought Out of Administration, 56 Jobs Saved
[*] UK: South West Corporate Insolvencies Up 78% in 1st Half 2022

                           - - - - -


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B E L A R U S
=============

BELARUS: S&P Affirms 'CCC/C' LC Sovereign Credit Ratings
--------------------------------------------------------
On July 15, 2022, S&P Global Ratings affirmed its long- and
short-term local currency sovereign credit ratings on Belarus at
'CCC/C'. The outlook on the long-term rating remains negative. The
'CC/C' foreign currency ratings remain on CreditWatch with negative
implications.

As "sovereign ratings" (as defined in EU CRA Regulation 1060/2009
"EU CRA Regulation"), the ratings on Belarus are subject to certain
publication restrictions set out in Art 8a of the EU CRA
Regulation, including publication in accordance with a
pre-established calendar. Under the EU CRA Regulation, deviations
from the announced calendar are allowed only in limited
circumstances and must be accompanied by a detailed explanation of
the reasons for the deviation. In this case, the reason for the
deviation is Belarus' coupon payment in rubles on its
dollar-denominated bond. The next publication on the Belarus
sovereign rating is scheduled for Sept. 16, 2022.

CreditWatch

The foreign currency ratings remain on CreditWatch negative,
indicating that we could lower them to 'SD' if the coupon payment
on the 2027 Eurobond is not made in the original currency, U.S.
dollars, by the end of the 30-day grace stated in the terms of the
bond.

Outlook

The negative outlook on the long-term local currency rating
reflects S&P's view that macroeconomic and fiscal stress may weaken
the government's ability to stay current on its local currency
debt.

Downside scenario

S&P could lower the long-term local currency rating if it sees
indications that obligations denominated in Belarusian rubles could
suffer nonpayment or restructuring.

Upside scenario

S&P could take a positive rating action on the long-term local
currency rating if the macroeconomic and fiscal pressures on
Belarus proved weaker than S&P anticipates.

Rationale

S&P said, "We kept our foreign currency ratings on Belarus on
CreditWatch negative based on our understanding that the Belarusian
authorities are actively exploring ways to make a payment on its
2027 Eurobond to the bondholders in U.S. dollars, as per the
original terms. The government made the payment in Belarusian
rubles to an account opened at one of Belarus' domestic banks, when
the payment was due on June 29, 2022."

S&P understands that the Belarusian government is taking actions to
ensure that all investors will be able, within the 30—day grace
period, to:

-- Access and/or convert the initial ruble payments into dollars
equivalent to the originally due amounts; and/or

-- Receive payments on the bonds in U.S. dollars through
alternative payment routes.

Belarus has been facing technical difficulties in making payments
on the foreign-currency-denominated debt it owes to some creditors
since the start of the Russia-Ukraine military conflict, when
international sanctions that followed denied or significantly
diminished Belarusian authorities' access to global financial
infrastructure, including that of the National Bank of The Republic
of Belarus.

S&P said, "Our ratings focus on an issuer's ability and willingness
to meet its commercial financial obligations in full and on time,
in accordance with the terms of its obligations. Under our rating
definitions, we may consider that a default has taken place if a
payment is not made in the currency stipulated in the terms of the
obligation, and we believe that the investor has not agreed to the
alternative payment. If an issuer cannot make a payment in
accordance with the terms and on time because it is subject to
sanctions, we deem the nonpayment to be a default, unless we
believe that the payment will be made within our timeliness
standards. This also applies when the issuer pays a paying agent on
time, but a government sanction or judicial order against the
issuer interferes, preventing the payment being made to the
investor."

S&P's ratings definitions state that a distressed debt
restructuring also constitutes a default. A debt restructuring such
as an exchange, a repurchase, or a term amendment would be
considered distressed if both of the following conditions apply:

-- S&P believes that debt restructuring implies the creditor will
receive less value than promised when the original debt was issued;
and

-- S&P believes that if the debt restructuring does not take
place, there is a realistic possibility of a conventional default
on the instrument, subject to the debt restructuring over the near
to medium term.

S&P said, "Despite severe macroeconomic-fiscal distress, including
a deep recession this year, we understand that Belarus' government
is willing and has sufficient liquidity in both local and foreign
currency to meet its commercial debt obligations due this year.
Belarus' foreign debt-servicing schedule is traditionally heavy,
with annual foreign currency debt repayments of $2.5 billion- $3.5
billion against its international reserves of around $7.5 billion.
However, government debt repayment needs in 2022 have been eased by
the Russian government's decision to extend the maturity of its
official loans to Belarus, which were due this year, to future
years. This has reduced foreign annual debt repayments (both
interest and principal) to $1.5 billion from $2.5 billion. Belarus
is due to make a few interest payments on dollar-denominated
external bonds this year and is facing a bullet maturity of $800
million on one of its Eurobonds in February 2023.

"We currently believe that a default on the local-currency
denominated government debt is less likely than on U.S. dollar
bonds given its small size (less than 3% of the total debt)
relative to the government's adequate ruble liquidity position, as
well as the authorities' willingness and technical ability to honor
it."


[*] Fitch Withdraws CCC Ratings on 3 Belarusian Insurers
--------------------------------------------------------
Fitch Ratings has withdrawn three Belarusian insurers' Insurer
Financial Strength (IFS) Ratings.

The Insurer Entities are:

- Belarusian National Reinsurance Organization

- Belarusian Republican Unitary Insurance Company
   (Belgosstrakh)

- Export-Import Insurance Company of the Republic
   of Belarus

Fitch is withdrawing the IFS Ratings, as the agency no longer has
access to sufficient information to maintain the ratings.
Accordingly, Fitch will no longer provide ratings or analytical
coverage for three Belarusian insurance companies.

KEY RATING DRIVERS

Not relevant. Ratings withdrawn.

RATING SENSITIVITIES

Not relevant. Ratings withdrawn.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond 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.

ESG CONSIDERATIONS

Not relevant. Ratings withdrawn.

   DEBT                   RATING                       PRIOR
   ----                   ------                       -----
Belarusian National     Ins Fin Str   WD   Withdrawn   CCC
Reinsurance Organization

Belarusian Republican   Ins Fin Str   WD   Withdrawn   CCC
Unitary Insurance
Company (Belgosstrakh)

Export-Import           Ins Fin Str   WD   Withdrawn   CCC
Insurance Company of
the Republic of Belarus



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D E N M A R K
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DKT HOLDINGS: Moody's Cuts CFR to B3 & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B2 the
corporate family rating of Danish telecom operator DKT Holdings ApS
("DKT" or "the company"), as well as its probability of default
rating (to B3-PD from B2-PD. Concurrently, Moody's has downgraded
to Caa2 from Caa1 the ratings on the EUR1,050 million and USD410
million backed senior secured notes issued by DKT Finance ApS ("DKT
Finance"), to (P)B3 from (P)B2 the rating on the senior unsecured
EMTN programme of  TDC Holding A/S and to B3 from B2 the ratings
on the GBP425 million senior unsecured notes due February 2023,
issued under the EMTN programme.

The outlook on all ratings has changed to negative from stable.

"The downgrade reflects the pending refinancing of the high yield
bonds raised by DKT Finance, which mature in June 2023," says
Carlos Winzer, a Moody's Senior Vice President and lead analyst for
DKT.

"Assuming a successful refinancing of this debt, the downgrade to
B3 reflects that rising interest costs in the current market
conditions will certainly constrain the ability of the group to
generate free cash flow and reduce leverage over a prolonged period
of time, while keeping its interest coverage metrics under
pressure," adds Mr Winzer.

Moody's noted that the GBP425 million senior unsecured notes due
February 2023 issued under the senior unsecured EMTN programme of
TDC Holding A/S have been prefunded.

The pending refinancing of a debt instrument less than 12 months
ahead of its maturity reflects the company's weak liquidity
management and is a financial strategy and risk management
consideration captured under governance risks under Moody's General
Principles for Assessing Environmental, Social and Governance Risks
Methodology for assessing ESG risks.

RATINGS RATIONALE

DKT faces a large debt maturity in June 2023, when its EUR1,050
million and USD410 million backed senior secured notes issued by
DKT Finance mature. While Moody's understands that the company is
working on a refinancing plan that will be completed in the coming
months, current capital market conditions are making this
refinancing more challenging and also potentially more costly,
given the increase in interest rates.

Moody's notes that rising interest rates for any new financing will
certainly constrain the ability of the group to generate free cash
flow and reduce leverage over a prolonged period of time, while
keeping its interest coverage metrics under pressure.

Moody's now expects DKT to generate negative free cash flow through
2025, partly owing to higher interest rates, but also to high capex
levels and a flattish EBITDA performance given the impact of
inflation on the company's cost base. As a result, Moody's expects
that the company's leverage, on a Moody's adjusted basis, will
remain above 6.5x over the same period, while its ratio of
EBITDA-Capex/interest expense will likely stay below 1.0x through
2025.

DKT's B3 CFR continues to reflect Moody's expectation that (1)
operating performance at both Nuuday A/S and TDC Net A/S will
remain broadly flattish in a highly competitive market with limited
revenue and EBITDA growth; (2) its free cash flow (FCF) will remain
negative over the two to three years as a result of high capital
spending to roll out fibre and 5G and significantly higher cost of
debt, and (3) Moody's-adjusted leverage will remain high at around
6.6x-6.9x through 2025, with no expectation of improvement.

The ratings of DKT also takes into consideration its robust
operations in Denmark (Aaa stable), with strong market shares in
mobile, TV, broadband and fixed voice; its enhanced fixed and
mobile network infrastructures; and the ownership of most of the
critical telecom infrastructure in Denmark. However, Moody's stated
that these strong underlying operating factors do not fully offset
the company's weak liquidity risk management and weak financial
metrics with limited expectation of deleveraging over the next 2 to
3 years, absent shareholder support.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook on the rating reflects the company's currently
inadequate liquidity profile, with significant debt maturities to
be refinanced over the next 12 months as well as the company's weak
credit metrics, including high leverage of around 6.6x-6.9x over
the next 12 to 18 months, weak interest coverage metrics and
sustained negative free cash flow generation.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

DKT's rating could be lowered further if the company fails to
refinance its 2023 debt maturities in the coming months with a
consistent and sustainable debt structure, or/and if its operating
performance weakens beyond Moody's expectations, including adjusted
gross debt/EBITDA above 7.0x on a sustained basis and an
EBITDA-Capex/interest expense ratio sustainably below 1.0x.

Given the negative outlook, there is limited upward pressure on the
rating. However, overtime, upward pressure can develop on DKT's
rating if the company's medium term liquidity needs are solved, its
operating performance improves sustainably, leading to stronger
credit metrics, such as Moody's adjusted debt/EBITDA remaining
below 6.0x on a sustained basis, its EBITDA – Capex/interest
expense ratio rises above 1.3x and the company generates
sustainable positive FCF.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: DKT Holdings ApS

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

LT Corporate Family Rating, Downgraded to B3 from B2

Issuer: DKT Finance ApS

BACKED Senior Secured Regular Bond/Debenture, Downgraded to Caa2
from Caa1

Issuer: TDC Holding A/S

Senior Unsecured MTN Program, Downgraded to (P)B3 from (P)B2

Senior Unsecured Regular Bond/Debenture, Downgraded to B3 from B2

Outlook Actions:

Issuer: DKT Holdings ApS

Outlook, Changed To Negative From Stable

Issuer: DKT Finance ApS

Outlook, Changed To Negative From Stable

Issuer: TDC Holding A/S

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

DKT Holdings ApS, a company controlled by a consortium of Danish
pension funds Arbejdsmarkedets Tillgspension (ATP), PFA Ophelia
InvestCo I 2018 K/S, PKA Ophelia Holding K/S, and Macquarie
Infrastructure and Real Assets Inc., is the indirect parent of TDC
Holding A/S, the principal provider of fixed-line, mobile,
broadband data and cable television services in Denmark. In the
last twelve months ended March 2022, the company generated revenue
of around DKK16 billion and reported EBITDA of around DKK6.4
billion.



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I T A L Y
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BRISCA SECURITISATION: Moody's Cuts Rating on Class A Notes to Ba3
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of Class A and
Class B notes in Brisca Securitisation S.r.l. The downgrade
reflects lower than anticipated cash-flows generated from the
recovery process on the non-performing loans (NPLs) and reduced
credit enhancement.

EUR267.4M Class A Notes, Downgraded to Ba3 (sf); previously on Oct
18, 2021 Downgraded to Baa2 (sf)

EUR30.5M Class B Notes, Downgraded to Caa3 (sf); previously on Oct
18, 2021 Downgraded to Caa1 (sf)

RATINGS RATIONALE

The rating action is prompted by lower than anticipated cash-flows
generated from the recovery process on the NPLs and reduced credit
enhancement.

Lower than anticipated cash-flows generated from the recovery
process on the NPLs:

Performance of Brisca Securtisation S.r.l. has deteriorated in the
past 6 months.

Cash flows to date have been lower than anticipated. As of May 2022
Cumulative Collection Ratio was at 78.29%, meaning that collections
are coming slower than anticipated in the original Business Plan
projection. Indeed, up to May 31, 2022, ten collection periods
since closing, aggregate collections net of recovery expenses but
gross of fees were EUR213.7 million versus original business plan
expectations of EUR272.9 million. Cumulative gross collections
represent around 23% of original Gross Book Value ("GBV") while
Moody's projection at closing for Gross Collection as a percentage
of original GBV in a given property value stress scenario up to May
2022 was around 28%.

NPV Cumulative Profitability Ratio stood at 109.81%, overall in
line with original servicer's expectations, however it only refers
to closed positions while the time to process open positions and
the future collections on those remain uncertain.

The contribution to gross recoveries of Notesales, i.e. an outright
sale of one or more NPL claims, which are in most cases secured
claims, has increased since the last rating action and it currently
stands at 18.1% of total cumulative collections. Judicial proceeds,
at 61.8%, remain the main source of collections since closing.
Notesales have had a positive impact on Cumulative Collection Ratio
as they speed up the collections but the final recovery rate
collected through Notesales for the closed positions is at 33%,
which is lower than for other recovery methods.

Moody's also notes that Business Plan has been revised downward
several times since closing, but triggers continue to be based on
the original business plan. Moody's notes that Class B deferral
trigger has been hit for the first time at the Payment Date falling
in June 2022 (with EUR0.8 million interest being deferred).

This portfolio has a higher geographic borrower concentration than
other Italian NPLs securitisations. Around 53% of the GBV is
concentrated in Liguria, Lombardia and Piemonte. In addition,
around 21.72% of GBV for Secured positions, under Moody's
classification, have open procedures in three tribunals, namely
Genova, Lucca or Savona, which translates into a large dependency
on the performance of these tribunals.

Reduced Credit Enhancement

Moody's notes that the advance rate of Class A - this is the ratio
between the outstanding amount of the Class A and the GBV - at
21.16% as of June 2022 - is slightly higher than the 20.85%
observed in June 2021. There has been some improvement in the last
period compared to December 2021, when it stood at 21.80%, but the
advance rate today is higher than two years ago when it stood at
20.59%. If an NPL transaction performs as expected, advance rate
decreases through time. Higher advance rate translates into lower
credit enhancement. Simulation of cashflows from the remaining pool
in light of portfolio characteristics, coupled with the outstanding
balance of the Class A and Class B Notes is no longer consistent
with the ratings prior to today's downgrades.

NPL transactions' cash flows depend on the timing and amount of
collections. Due to the current economic environment, Moody's has
considered additional stresses in its analysis, including a 6 to
12-month delay in the recovery timing.

Moody's has taken into account the potential cost of the GACS
Guarantee within its cash flow modelling, while any potential
benefit from the guarantee for the senior Noteholders has not been
considered in its analysis.

The action has considered how the coronavirus pandemic has reshaped
Italy's economic environment and the way its aftershocks will
continue to reverberate and influence the performance of NPLs.
Moody's expect the public health situation to improve as
vaccinations against COVID-19 increase and societies continue to
adapt to new protocols. But the virus will remain endemic, and
economic prospects will vary – starkly, in some cases – by
region and sector.

Moody's regard the coronavirus outbreak as a social risk under
Moody's ESG framework, given the substantial implications for
public health and safety.

The principal methodology used in these ratings was "Non-Performing
and Re-Performing Loan Securitizations Methodology" published in
July 2022.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (i) the recovery process of the non-performing
loans producing significantly higher cash-flows in a shorter time
frame than expected; (ii) improvements in the credit quality of the
transaction counterparties; and (iii) a decrease in sovereign
risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (i) significantly lower or slower cash-flows
generated from the recovery process on the non-performing loans due
to either a longer time for the courts to process the foreclosures
and bankruptcies, a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors. For
instance, should economic conditions be worse than forecasted and
the sale of the properties generate less cash-flows for the issuer
or take a longer time to sell the properties, all these factors
could result in a downgrade of the ratings; (ii) deterioration in
the credit quality of the transaction counterparties; and (iii)
increase in sovereign risk.



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

ESDEC SOLAR: Moody's Cuts CFR to B3, Under Review for Downgrade
---------------------------------------------------------------
Moody's Investors Service has downgraded to B3 from B2 the
Corporate Family Rating and to B3-PD from B2-PD the Probability of
Default Rating of Dutch solar mounting solutions provider Esdec
Solar Group B.V. (Esdec) and placed the ratings on review for
downgrade. Concurrently, Moody's downgraded to B3 from B2 the
ratings of the $375 million guaranteed senior secured first lien
term loan due 2028 and the $100 million guaranteed senior secured
revolving credit facility (RCF) due 2026 issued by Esdec and
co-borrowed by Esdec Finance LLC, and placed on review for
downgrade. The outlook on all ratings has been changed to ratings
under review from stable.

RATINGS RATIONALE

While Esdec reports a strong start of the year with current trading
materially ahead of expectations, the rating action was triggered
by the step down of the group's CFO Boudewijn Nijdam during the
still pending audit process for the company's 2021 accounts and by
the information that the full statutory audit may not be completed
before October 2022, which raises questions regarding governance
risk.

While having prepared its financials until 2020 under Dutch GAAP,
Esdec is committed to provide audited financials prepared under
IFRS to its lenders. Moody's acknowledges that the recently
completed conversion from local GAAP to IFRS for the 2020 accounts
may have been a time-consuming and complex process and may have
reduced the time available to complete the 2021 audit. However,
Moody's also notes that the delay in the 2021 auditing process - an
extension of the period for delivery of the audited financials for
fiscal year 2021 under IFRS to 240 days from originally 120 days
has been agreed by the lenders - may signal poor communication and
planning between the company and the auditing team, which may
reflect weaknesses in the quality of reporting. While the rating
agency takes comfort from the fact that the audit process of the
special purpose 2020 financials under IFRS has been completed
without any qualification it is concerned about the material delay
in the audit process for the company's 2021 accounts and by the
unexpected departure of the CFO during the pending audit process.

The review for downgrade will consider (i) the completion of the
audit process for the 2021 financial accounts; (ii) any
qualifications made by the auditors in their audit statement; (iii)
a review of Esdec's corporate governance policies, including
reporting guidelines; (iv) financial policy of the new CFO; (v)
Esdec's current trading and expected performance over the next 12-
18 months; and (vi) Esdec's liquidity profile and the resilience in
Moody's various stress scenarios.

Moody's expects to solve the review after the release of the
audited 2021 statutory accounts.

FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS

The rating could be downgraded in case of Esdec's inability to
finalize the audit of its 2021 accounts by end of October 2022 with
an unqualified audit opinion and financials in line with previously
communicated figures. In addition, the rating could come under
pressure in the absence of deleveraging either as the result of
aggressive debt-funded acquisitions or underlying performance such
as a lack of growth or developing margin pressure so that leverage
rises towards 6.0x or higher (2021 as per management accounts: 5.2x
Moody's adjusted). Negative free cash flow (2021: EUR-35 million
Moody's adjusted) or otherwise weakening liquidity could also
pressure the rating. An inability to continue to integrate
acquisitions well could also weigh on the rating.

Positive pressure on the ratings could come from continued growth
resulting in Moody's-adjusted debt/EBITDA declining and remaining
sustainably at or below 4.5x also taking into account the company's
acquisition strategy, accompanied by continued high EBITDA margins
and meaningful free cash flow generation as well as at least
adequate liquidity. Likewise, Esdec's ability to alleviate Moody's
concerns regarding its corporate governance could trigger a
positive rating action.

LIQUIDITY

Moody's views the company's liquidity profile as adequate.
According to unaudited management accounts per end of March 2022
Esdec had EUR26.5 million cash on its balance sheet and EUR42
million availability under its $100 million guaranteed senior
secured revolving credit facility which could be used to bridge any
liquidity needs or for acquisitions. The company should be cash
flow generative and has no material near-term debt maturities.
There is a springing covenant related to the RCF, but Moody's
expect the company to retain sufficient headroom.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Manufacturing
published in September 2021.

COMPANY PROFILE

Headquartered in Deventer, Netherlands, Esdec designs, develops and
distributes solar mounting solutions predominantly for residential
end markets, but also increasingly for the commercial & industrial
(C&I) market. The company is owned by private equity company Rivean
Capital (formerly known as Gilde Buy Out Partners, 74%) and
management (26%). For 2021 the company reported revenue of EUR374
million and an EBITDA of 84.4 million.



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P O L A N D
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GETIN NOBLE BANK: Fitch Keeps 'CCC' IDR on Rating Watch Evolving
----------------------------------------------------------------
Fitch Rating has affirmed Getin Noble Bank S.A. (Getin) Viability
Rating at 'f' and maintained the Rating Watch Evolving (RWE) on the
bank's Long-Term Issuer Default Rating of 'CCC'. A full list of
rating actions is below.

KEY RATING DRIVERS

Failed Bank: The ratings of Getin predominantly reflect the virtual
full erosion of the bank's capital base through losses. In Fitch's
view, in the absence of extraordinary capital support the bank
would need significant and prolonged regulatory forbearance to
operate, which meets Fitch's definition of failure. The VR of 'f'
is below the implied VR of 'ccc-' to reflect a weak score on
capitalisation and leverage, given that the bank is in deep breach
of all legal regulatory capital requirements.

IDR Uplift: The bank's IDR is above its VR and Government Support
Rating (GSR), reflecting Fitch's view that default on obligations
to senior third-party non-government creditors has not occurred.
There is still a possibility, despite the bank's failure, that a
resolution action on the bank could avoid imposing losses on senior
creditors. This scenario is rendered possible by the bank's
reasonable liquidity and funding structure largely based on
guaranteed deposits. The bank's liquidity remains satisfactory,
with liquid assets covering about a quarter of its customer
deposits. The bank's liquidity coverage ratio stood at 142% at
end-1Q22.

The National Ratings reflect the bank's creditworthiness relative
to Polish peers'. In Fitch's view Getin's credit profile relative
to that of Polish peers is extremely weak.

Eroded Capitalisation: Getin in effect operates without capital. At
end-1Q22, the bank's common equity Tier 1 (CET1) ratio stood at
0.5% and faces further pressures from negative revaluation of its
bond portfolios as well as the need to cover legal risks from its
foreign-currency (FC) portfolio. The latter continue to rise,
reflected in the continued inflow of lawsuits filed against Getin.
At end-1Q22, the value of litigation claims increased to equal
about 6.6x the bank's equity. Legal-provision coverage of the
Swiss-franc mortgage portfolio remains low at about 15.6%, much
lower than levels seen at other Polish banks with material FC
mortgage loans, and Fitch expects further provisioning to be
needed.

Reasonable Funding and Liquidity: Getin's funding is based on
granular customer deposits, which accounted for 98% of its total
funding at end-1Q22. A majority of these are retail (87% of
customer deposits), most of which are eligible for coverage under
the Polish deposit insurance scheme. Getin's liquidity remains
reasonable with regulatory liquidity ratios remaining above the
minimum requirements.

Profitability Pressures: Getin's profitability is weak as it is
unable to absorb both the operating-environment risk and legal risk
related to its FC mortgage portfolio. The bank managed to record a
small profit in 1Q22, but the need to absorb further provisions
related to its FC mortgage portfolio, and the significant impact of
the government-proposed payment suspension for mortgage loans mean
the bank's potential loss in 2022 will completely absorb any profit
the bank is able to generate.

Weak Asset Quality: Asset quality is weak, with an impaired loans
ratio of 18.1% at end-1Q22. The bank's loan portfolio has been
deleveraging, which continues to put pressure on its asset-quality
ratios, especially given slowing demand for loans due to rising
interest rates and the bank's capital constraints. Coverage of
problem loans is reasonable as total provisions cover about 69% of
impaired loans. Getin continues its efforts at resolving these
loans, but limited profitability also constrains its ability to
offload these loans quickly.

RATING SENSITIVITIES

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

-- Fitch expects to resolve the RWE once a resolution of the bank

    is announced and would downgrade the bank's IDR if it believes

    the bank has become more likely to default on obligations to
    senior third-party non-government creditors or if senior
    creditors are expected to bear some of the losses in
    resolution.

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

-- Fitch expects to resolve the RWE once a resolution of the bank

    is announced and would upgrade the bank's IDR if the bank is
    sufficiently recapitalised or as part of the resolution it is
    taken over by a higher rated entity;

-- Fitch would upgrade the bank's VR if it addresses its
    regulatory capital shortfall. Upgrade of the bank's VR to
    'ccc+' or higher would also result in an upgrade of the bank's

    IDR.

The GSR of 'ns' for Getin reflects Fitch's view that potential
sovereign support for the bank cannot be relied on. This is
underpinned by the Polish bank resolution legal framework, which
requires senior creditors to participate in losses, if necessary,
instead of a bank receiving sovereign support.

NATIONAL RATINGS

The National Ratings are sensitive to changes in the bank's
Long-Term IDR.

GOVERNMENT SUPPORT RATING

An upgrade of Getin's GSR would be contingent on a positive change
in the sovereign's propensity to support the bank, which Fitch does
not expect given the resolution legislation in place.

VR ADJUSTMENTS

The business profile score of 'ccc' is below the implied score of
'bb' due to the following adjustment reason(s): business model
(negative)

The funding and liquidity score of 'b-' is below the implied score
of 'bbb' due to the following adjustment reason(s): FC liquidity
(negative), liquidity access and ordinary support (negative)

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond 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.

Sources of Information

The principal sources of information used in the analysis are
described in the Applicable Criteria.

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.

   DEBT        RATING                                  PRIOR
   ----        ------                                  -----

Getin Noble   LT IDR       CCC      Rating Watch       CCC
Bank S.A.                           Maintained

              ST IDR       C        Rating Watch       C
                                    Maintained

              Natl LT      B(pol)   Rating Watch       B(pol)
                                    Maintained

              Natl ST      B(pol)   Rating Watch       B(pol)
                                    Maintained

              Viability    f        Affirmed           f

              Government   ns       Affirmed           ns
              Support



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

PETROPAVLOVSK: Goes Into Administration Following Debt Woes
-----------------------------------------------------------
Aby Jose Koilparambil at Reuters reports that Petropavlovsk said on
July 18 a court has appointed Allister Manson, Trevor Binyon and
Joanne Rolls of Opus Restructuring LLP as administrators of the
company.

According to Reuters, the Russian gold miner had filed for
administration as it has been struggling to repay loans owed to
Gazprombank due to Western sanctions imposed on the Russian
lender.


SKOL: GTLK Aims to Retrieve Leased Fleet From Bankrupt Airline
--------------------------------------------------------------
David Kaminski-Morrow at FlightGlobal reports that Russian state
leasing firm GTLK is aiming to retrieve aircraft quickly from
operator SKOL, after disclosing that a Kaliningrad court has
declared the airline bankrupt.

SKOL had already been struggling after federal air transport
regulator Rosaviatsia took steps a year ago to cut the airline's
fleet over unpaid debts, FlightGlobal notes.

According to FlightGlobal, GTLK said the Kaliningrad arbitration
court has opened bankruptcy proceedings against SKOL and terminated
the authority of its chief, assigning a bankruptcy trustee to
oversee the carrier.

GTLK puts the size of SKOL's debt to the lessor at more than RUR8
billion (US$140 million), adding that it has a number of other
creditors including banks, airports and the tax service,
FlightGlobal discloses.

The lessor had assigned five regional turboprops and 30 helicopters
to the airline, and has managed to recover 23 of the 35 aircraft,
FlightGlobal states.

GTLK says it is looking to secure the "earliest possible return" of
the aircraft, FlightGlobal relates.




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

AEDAS HOMES: Fitch Affirms LT IDR at 'BB-'; Sec. Notes at 'BB'
--------------------------------------------------------------
Fitch Ratings has affirmed AEDAS Homes, S.A.'s Long-Term Issuer
Default Rating (IDR) at 'BB-' with a Stable Outlook, and affirmed
its senior secured rating at 'BB'. Fitch has also affirmed the
senior secured rating of AEDAS Homes OpCo SLU's EUR325 million
secured notes at 'BB'. The notes are guaranteed by AEDAS Homes.

The affirmation reflects AEDAS Homes' robust performance in the 12
months to end-March 2022 (FY22), with a reported sales growth of
14% and a stabilised EBITDA margin at about 20%. The strong
orderbook provides sales visibility for the next 24 months and is
supported by the buoyant housing demand in Spain. The net
debt/EBITDA below 2.0x is well within Fitch's rating sensitivities
for the issuer, and Fitch expects this to slightly improve over the
coming years based on limited land acquisitions and a conservative
financial policy.

KEY RATING DRIVERS

Good Trading Performance: AEDAS Homes' business performance in FY22
was positive, with 2,298 units handed over (FY21: 1,963). The sales
of FY22 exceeded 3,000 units and comprised 2,885 build-to-sell
(BTS) dwellings and 199 build-to-rent (BTR) apartments. The average
selling price (ASP) of the BTS and BTR was EUR346,000 and
EUR200,000, respectively, thus reflecting the bulky nature of BTR
sales and the lack of associated marketing and sales costs.

AEDAS Homes launched its BTR segment in 2019 to develop turnkey
residential projects on-demand for institutional investors; it has
successfully delivered the first two projects over the past two
years.

All Time-High Orderbook: At end-March 2022, the orderbook totalled
4,255 units, including 3,113 BTS and 1,142 BTR units, which is
equivalent to about EUR1.3 billion worth of sales. These pre-sales
cover 82% of the management's targeted sales for FY23, 52% for FY24
and 6% for FY25. Cancellations of pre-sales are generally very low;
therefore, the orderbook provides strong visibility of future
sales. Advance payments made by AEDAS Homes' customers before the
units are handed over amount to 20% of the total purchase price.
The initial 10% of the price is requested at the signing and is
non-reimbursable in case of cancellation by the client.

Land Bank Increased: Over the past year, AEDAS Homes invested
EUR303 million in land to secure ready-to-build sites for an
additional 4,101 units. At FY22, the company's land bank portfolio
was 17,000 units (FY21: 15,484). This is equivalent to 7.4 years of
production based on the units delivered in the year, or more than
five years based on the management's target of 3,000 units per
year. Fitch expects the investment in land to decrease this year,
as the management already identified owned plots to be developed
through to 2025 and budgeted up to EUR160 million for buying land
in FY23.

Favourable Housing Demand: AEDAS Homes' land is mostly located in
and around Madrid (27% of the total) and in regions where over the
past 10 years the demand for new homes has outpaced supply. The
demand of new homes should increase further in the coming years as
the number of households in Spain are projected to increase by more
than 1.1 million by 2035.

This will mark a growth of 5.9% for the whole country, with the
largest conurbations of Madrid, Barcelona and Andalusia expected to
grow above the national average. In the first three month of 2022,
the absorption rate - calculated as apartment sales/marketed units
- returned to pre-pandemic levels at a healthy 7%-8% monthly.

Managing Inflation of Building Costs: Pressure on margins stemming
from cost inflation is mitigated by AEDAS Homes' long-term
framework agreements with suppliers. Contracts are normally fixed,
but, in a few cases, the company agrees to indemnify suppliers for
soaring costs. Energy-intensive raw materials, such as steel,
concrete or glass, appreciated the most over the past six months.
However, the company estimates that a 4% increase in raw materials
costs would be fully offset by an increase of about 1% in houses
prices.

Stable Leverage May Improve: The cash flow generated from the core
operations kept leverage at a level commensurate with the rating,
despite the investments made in land. Fitch expects AEDAS Homes to
keep its net debt/EBITDA ratio below 2x (FY22: 1.9x), and to
maintain a prudent approach to leverage. In the absence of
unexpected extraordinary shareholders distributions and measured
land spending, Fitch expects net debt/EBITDA to trend towards
1.5x.

DERIVATION SUMMARY

AEDAS Homes specialises in mid-to-high value dwellings of large
multi-family condominiums in Spain's prominent cities. The ASP of
its units in FY22 was about EUR331,000. The other two Spanish
Fitch-rated homebuilders Via Celere Desarrollos Inmobiliarios,
S.A.U. (BB-/Stable) and Neinor Homes, S.A. (BB-/Stable) offer
similar products with an ASP in 2021 of EUR283,000 and EUR321,000
respectively. The UK-based peers Castle UK Finco PLC (trading as
Miller Homes; B+/Stable) and Maison Bidco Limited (trading as
Keepmoat; BB-/Stable) focus instead on single-family homes in
selected regions of the UK away from London.

AEDAS Homes and its Spanish peers do not have option rights to buy
land, unlike UK homebuilders. In Spain, the seller may offer
deferred payment terms to the buyer of the land, limiting the
homebuilder's cash outflow at the time of the acquisition. Keepmoat
also enjoys deferred payment terms when purchasing land. However,
this is a feature of its partnership model, which entails working
closely with local authorities from the early stages of a
development, including the identification and sourcing of suitable
land and its project planning.

The Spanish housebuilders with vast availability of owned land are
committing resources to the BTR segment as it allows them to sell a
whole development in bulk, reducing the stock of land previously
amassed. AEDAS Homes' strategy entails seeking advance agreements
with private rented sector operators to deliver turnkey BTR
developments before committing capital, minimising the risk of the
end-purchase of its projects. Via Celere's approach to BTR has a
speculative component as the company does not forward-sell the
development to investors when it starts the project. Neinor Homes
also dedicates its construction expertise and land bank to BTR but,
unlike its two peers, it keeps the BTR assets on its balance sheet,
becoming a rental operator for such properties.

Each company has different financial policies. Fitch has been
transparent in disclosing and, where appropriate, reflecting in its
rating case, the management's intentions to target certain
financial policies over the rating horizon, rather than penalise a
company for its private equity ownership and assume that cash will
be extracted out of the group, despite the bonds' permitted
distribution mechanisms.

If a company's management improves its financial metrics
substantially, the ratings could be upgraded, as detailed in
Fitch's rating sensitivities. Equally, if dividend pay-outs and use
of cash worsen metrics, the ratings could be downgraded. For
Spanish homebuilders, Fitch's forecasts, upon which its
forward-looking ratings are based, depend on maintaining or
increasing 2021 and 2022 operational capacity, sales momentum and
disciplined ASP, all of which provide visibility over gross margins
and the resultant financial policy.

Under Fitch's Corporates Recovery Ratings and Instrument Ratings
Criteria, the secured debt of a company with a 'BB-' IDR can be
rated up to two notches higher from its IDR with a Recovery Rating
of 'RR2'. AEDAS Homes' secured debt has a one-notch uplift to 'BB'
and a Recovery Rating of 'RR3', similar to other 'BB-' rated
Spanish homebuilders, reflecting the significant volatility of
collateral values in this asset class in Spain.

KEY ASSUMPTIONS

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

-- A moderate increase of units delivered in FY23 (2,500) and
    FY24 (2,600) compared with 2,298 in FY22;

-- BTR sales to account for about 8%-10% of total sales;

-- Measured land spending in FY23 will be about half of FY22
    total investments. From FY24, investments in land will be
    intended to partially replenish the land bank that will be
    used in future developments;

-- Dividend pay-out at 50% of net income.

RATING SENSITIVITIES

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

-- An increase in volumes resulting in consistently positive free

    cash flow (FCF);

-- FFO net leverage sustainably below 2.0x (net debt/EBITDA below

    1.5x).

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

-- FFO net leverage sustainably above 3.5x (net debt/EBITDA above

    3.0x);

-- Negative FCF over 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

Healthy Liquidity: At end-March 2022, AEDAS Homes had access to
EUR190 million of unrestricted cash (net of EUR54 million related
to advance payments that can only be accessed to fund the related
developments), and EUR55 million of undrawn super-senior revolving
credit facilities. At FY22, AEDAS Homes had EUR100 million
developer loans, typically drawn by the company and its
subsidiaries to fund new projects and repaid upon their completions
and sale.

ISSUER PROFILE

AEDAS Homes is one of the largest housebuilders in Spain with a
strong focus on Madrid and the country's largest conurbations.

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.

   DEBT               RATING                RECOVERY      PRIOR
   ----               ------                --------      -----
AEDAS Homes OpCo SLU

   senior secured   LT       BB    Affirmed      RR3      BB

AEDAS Homes, S.A.   LT IDR   BB-   Affirmed               BB-

   senior secured   LT       BB    Affirmed      RR3      BB


FTPYME TDA 4: Fitch Affirms 'C' Rating on Class D Notes
-------------------------------------------------------
Fitch Ratings has affirmed Caixa Penedes PYMES 1, FT and FTPYME TDA
CAM 4, FTA as detailed below.

   DEBT                 RATING                 PRIOR
   ----                 ------                 -----

Caixa Penedes PYMES 1 TDA, FTA

Class B ES0357326018   LT   AAAsf   Affirmed   AAAsf

Class C ES0357326026   LT   Asf     Affirmed   Asf

FTPYME TDA CAM 4, FTA

B ES0339759039         LT   A+sf    Affirmed   A+sf

C ES0339759047         LT   Asf     Affirmed   Asf

D ES0339759054         LT   Csf     Affirmed   Csf

TRANSACTION SUMMARY

Both transactions are securitisations of Spanish SME loans.

KEY RATING DRIVERS

Performance Outlook Stable: The rating affirmation and Stable
Outlooks reflect a broadly stable asset performance outlook driven
by a low share of loans in arrears over 90 days (0.3% and 0.6%
respectively for Penedes and CAM 4), low level of new defaults and
the macro-economic outlook for Spain as described in Fitch's latest
Global Economic Outlook dated June 2022.

Currently Sufficient Credit Enhancement: The affirmations reflect
Fitch's view that the notes are sufficiently protected by credit
enhancement (CE) to absorb the projected losses that are
commensurate with the current ratings.

Fitch expects structural CE for Penedes to progressively increase,
due to strictly sequential amortisation and a currently
non-amortising reserve fund (RF). CAM 4's RF is consistently being
replenished and Fitch expects the transaction to maintain its
positive CE trend subject to the transaction's performance. The RF
amortisation could lead to a decrease in CE, but this is mitigated
by robust CE for the class B and C notes. The class D notes however
are uncollateralised and will depend on the evolution of the RF.

Granular Portfolio: Despite the high seasoning of Penedes and CAM4
(both transactions with outstanding portfolio below 4% of the
original balance), the portfolios remain granular and diversified
by obligor and industry, although concentration is increasing. The
highest concentration is found in Penedes where the largest single
borrower group accounts for 4.2% of the portfolio balance, whereas
the 10 largest borrower groups account for 20.2%. The largest
industry in the portfolio is retail (CAM 4) and real state
(Penedes) and accounts for 25% and 35% of the portfolio balance
respectively.

Counterparty Risk Cap: Fitch views the exposure to payment
interruption risk (PiR) as mitigated for Penedes, and up to 'A+sf'
for CAM4 as RF provides enough coverage against PiR, collections
are swept at least every two days, and servicer and collection
account bank roles are performed by regulated financial
institutions in a developed market.

Both the class C notes of CAM 4 and Penedes are capped at the
issuer account bank provider's (Societé Générale S.A
(A-/Stable/F1) 'A' deposit rating, as their only source of
structural CE is the RF held at the account bank. The rating cap
reflects the excessive counterparty dependency on the issuer
account bank holding the cash reserves, as a sudden loss of these
monies would imply a downgrade of 10 or more notches of the notes
in accordance with Fitch's criteria.

CAM 4 has an ESG Relevance Score of 5 for transaction and
collateral structure due to the ratings being capped at 'A+sf' as a
result of PiR not being sufficiently mitigated. This is because the
RF is considerably below target (hence risk of liquidity shortfall
in case of servicer default).

RATING SENSITIVITIES

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

A downgrade of Spain´s Long-Term Issuer Default Ratings (IDR) that
could lower the maximum achievable rating for Spanish structured
finance transactions and affect the senior notes rated at 'AAAsf',
which is the maximum achievable rating in the country at six
notches above the sovereign IDR, in line with Fitch's Structured
Finance and Covered Bonds Country Risk Rating Criteria.

For Penedes' and CAM 4's class C notes, a downgrade of Societé
General S.A. long term deposit rating could result in a downgrade
of that class of notes, whose rating is capped at the bank's
rating.

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

The class B notes in Penedes are rated at the highest level on
Fitch's scale and therefore cannot be upgraded.

For Penedes' and CAM 4's class C notes, an upgrade of Societé
General S.A.'s long-term deposit rating could result in a similar
rating action on that class of notes.

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

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. 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.

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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.

ESG CONSIDERATIONS

CAM 4 has an ESG Relevance Score of 5 for transaction and
collateral structure due to the ratings being capped at 'A+sf' as a
result of PiR not being sufficiently mitigated. This has a negative
impact on the credit profile and is highly relevant to the rating
in conjunction with other factors.

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.

GRUPO EMBOTELLADOR: Fitch Alters Outlook on 'BB-' IDRs to Positive
------------------------------------------------------------------
Fitch Ratings has affirmed Grupo Embotellador Atic, S.A.'s (Atic)
Long-Term Foreign and Local Currency Issuer Default Ratings (IDRs)
at 'BB-'. The Rating Outlook is revised to Positive from Stable.

Atic's 'BB-' ratings are supported by the geographic
diversification of its operations, the resilient nature of the
beverage industry to cyclical downturns, and the industry's FCF
characteristics.

The Positive Rating Outlook reflects Atic's continued deleveraging
and resilient business model despite a challenging economic
environment. The ratings also factor in weak governance.

KEY RATING DRIVERS

Low Leverage: Debt/EBITDA ratio is projected to trend toward
1x-1.5x by YE 2022 compared with 1.5x at YE 2021, which is low for
its 'BB-' rating category. FCF is projected to be strong due to
steady EBITDA and limited capex. Fitch forecasts capex to be about
EUR38 million in 2022 (EUR45 million in 2021). The company
generated about EUR94 million of FCF in 2021. FCF is expected to
remain strong given lower capex needs and sound cash flow
generation. Fitch doesn't rule out the company to pursue organic
and inorganic acquisitions in the near future.

Resilient Performance: Fitch's base case projections incorporate
EBITDA to increase toward EUR180 million in 2022, from EUR166
million in 2021, due to double digits revenue growth fuelled by
single digit volume growth and higher prices, while operating
margin is expected to be pressured because of cost inflation. Atic
reported a resilient performance in 2021, with good performance in
Peru, Mexico and resilient performance in Central America, while
markets such as Colombia and Ecuador were more challenged due to
the weak consumer environment. The company's target customers are
price-sensitive consumers in the lower economic classes.

Geographic and Product Diversification: Atic is geographically
diversified in Latin America, with revenue of about EUR1 billion as
of YE 2021, made up of Peru (29%), Central America (27%), Mexico
(13%), Ecuador (10%), Thailand (10%) and Colombia (10%). The level
of geographic diversification mitigates to a degree the company's
exposure to a single market. The company faces strong competition
from large international bottlers in each market in which it
operates as well as other producers of non-branded products in the
'B' brand segment of the market. The company's strategy is to move
its product mix toward non-carbonated soft drink products with
higher growth potential in less mature markets than the carbonated
soft drinks market. Soft drinks made up about 46% of revenues as of
YE 2021, and the other 54% included mainly citrus, water, isotonic,
energy drinks, tea, and nectar.

DERIVATION SUMMARY

Atic's 'BB-' rating is supported by the company's geographical
diversification in Latin America and its stable position in the 'B'
brand segment within most of its markets.

The company's business profile is constrained by the moderate size
compared with international peers such as Arca Continental, S.A.B.
de C.V. (A/Stable) and Coca-Cola FEMSA, S.A.B. de C.V. (A/Stable).
Atic also is exposed to low-rated countries such as Ecuador and
mostly non-investment-grade countries within its Central America
division, except Panama. Leverage is low for the 'BB-' category;
however, Atic's ratings are tempered by the company's governance.

KEY ASSUMPTIONS

-- Single-digit sales growth driven mainly by increased volumes
    due to the reopening of most markets;

-- Capex of about EUR38 million in 2022;

-- No transformational acquisitions;

-- Steady EBITDA 2022;

-- Debt/EBITDA below 1.5x YE 2022.

RATING SENSITIVITIES

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

-- Debt/EBITDA below 2x on a sustained basis;

-- Strong FCF and liquidity;

-- Fitch's perception of a strengthening in governance, building
    a track record of good governance practices which may include,

    less related party transactions, improvement in timeliness in
    financial reporting, among others;

-- Secured debt/EBITDA below 1x.

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

-- Debt/EBITDA above 3x on a sustained basis;

-- Negative FCF;

-- Stress in liquidity.

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

Manageable Liquidity: The company had EUR83 million of cash and
cash equivalents and EUR68 million of short-term debt (EUR58
million without financed leases) at YE 2021. Most of the debt is
comprised of bank debt after the bond repayment in early March
2021. Bank debt were incurred at the subsidiary level, notably in
Peru, Guatemala, Colombia and Ecuador. The primary source of
liquidity is the company's available cash, uncommitted bank lines
and positive FCF.

ISSUER PROFILE

Grupo Embotellador Atic, S.A. produces and markets soft drinks
through its flagship brand "BIG Cola." The company also produces
juices, iced tea, energy drinks, mineral water and others products.
The company's products are targeted towards middle-to-low-income
consumers by providing them with a lower price point than its
competitors.

ESG CONSIDERATIONS

Grupo Embotellador Atic, S.A. has an ESG Relevance Score of '4' for
Group Structure to the existence of related-party transactions,
which has a negative impact on the credit profile, and is relevant
to the ratings in conjunction with other factors.

Grupo Embotellador Atic, S.A. has an ESG Relevance Score of '4' for
Governance Structure to due to ownership concentration and strong
influence on Atic's owners upon its management, which has a
negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

Grupo Embotellador Atic, S.A. has an ESG Relevance Score of '4' for
Financial Transparency due to timing of financial disclosure, which
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

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.

   DEBT              RATING                       PRIOR
   ----              ------                       -----
Grupo Embotellador   LT IDR     BB-    Affirmed   BB-
Atic, S.A.

                     LC LT IDR   BB-   Affirmed   BB-

NEINOR HOMES: Fitch Affirms 'BB-' LongTerm IDR, Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Spanish housebuilder Neinor Homes,
S.A.'s Long-Term Issuer Default Rating (IDR) at 'BB-' with a Stable
Outlook and its senior secured debt at 'BB'.

The affirmation reflects Neinor Homes' solid business profile and
positive recent trading performance. By end-December 2021, the
company delivered its highest yearly volume and successfully
completed the integration of Quabit Inmobiliaria S.A. The group's
in-house residential-for-rent platform is growing, and the vertical
integration in this segment allows the company to diversify its
revenue stream through the provision of rental services. Fitch
expects net leverage to reduce when the rental portfolio is
completed and let.

KEY RATING DRIVERS

All-Time High Deliveries: Neinor Homes' products are typically
mid-to-high value apartments developed in Spain's high-demand
regions. In 2021, Neinor Homes delivered 2,880 units (3,038 units
including Quabit's pre-merger sales). Over the past 12 months,
Neinor Homes delivered about 3,500 units - the highest among
peers.

Fitch expects deliveries in 2022 and 2023 for the build-to-sell
(BTS) segment to reduce to about 2,500 units per year, while the
units intended for Neinor Homes' own build-to-rent (BTR) portfolio
should be about 200 in 2022, and then grow to over 1,000 units per
year over the next two years, according to the management's plan.

Strong Orderbook: The orderbook at end-March 2022 was 2,552 units
(equivalent to EUR678 million), providing high visibility of the
management's targeted sales for 2022 and 2023. These are 88% and
44% covered by pre-sales, respectively. The company monitors the
rate at which stock is sold, which was a healthy 6%-8% per month in
1Q22. This, in turn, influences the average selling price (ASP),
which was up by 6% in 1Q22 (+3% in 2021).

This home price appreciation helps to protect margins and has, so
far, helped to offset raw material cost inflation. In 1Q22, owned
land (for BTS only) was equivalent to 12,400 units (about five
years' supply).

Growing Rental Platform: In February 2020, Neinor Homes launched a
new residential-for-rent business, aiming to create a portfolio of
4,500 rental homes over the next five years. The acquisition of 75%
of the rental service operator Renta Garantizada in the same year
was conducive to the company's plan to cover the whole rental value
chain. The management identified a suitable land bank equivalent to
about 3,500 units for its rental platform and, in 1Q22, 542 units
generated an annualised gross rental income of about EUR5 million.
Neinor Homes is on-track to deliver its plan; in 1Q22 an additional
1,324 units were under construction for BTR.

Rental Portfolio Bears Higher Leverage: Neinor Homes' vertical
integration for its rental business means that the company sources
and promotes the land, and develops and retains its own BTR
portfolio offering in-house rental management services. This may
result in higher leverage than other homebuilding companies rated
at a similar level.

Fitch estimates the BTR EBITDA will grow at about EUR15 million in
the next two years, to which Fitch applies a 'BB' rating category
debt capacity of 20x EBITDA. This results in EUR300 million of
group debt allocated to BTR over the coming years, reducing the
remaining debt and leverage attributed to housebuilding development
activities.

Favourable Regional Housing Demand: Neinor Homes' portfolio is
positioned in Spain's attractive areas, where demand is stable or
growing, and where there is a limited new housing supply. These
provinces are expected to record a household growth that is 33%
higher than the national average in the next 10-15 years. The stock
surplus that emerged at the peak of the global financial crisis in
2009 has either been slowly absorbed by the market since or
continues to be unsold; in the most densely populated areas of
Spain, the imbalance between demand of new homes and their supply
has grown over the past 10 years.

Leverage Expected to Reduce: Fitch expect funds from operations
(FFO) to average EUR85 million in the next two years (or EUR75
million when excluding the rental activity) from about EUR70
million in 2021. The company launched a share buy-back programme of
up to EUR25 million in May 2022, and announced a EUR100 million
dividend to be paid in 2022 (2021: EUR37 million).

Some of the increase in dividends is a one-off increase, related to
profits booked for the BTR portfolio's revaluations upon
completion. This effectively re-gears the balance sheet for this
non-monetised profit. Excluding additional non-ordinary
shareholders returns and unexpected massive land investments, Fitch
forecasts that the group's net debt/EBITDA should reduce to below
2.0x.

DERIVATION SUMMARY

With an ASP of EUR321,000 per unit, Neinor Homes targets the
medium-to-high-end segments of the housing demand for its modern
apartments. The other two Spanish Fitch-rated homebuilders Via
Celere Desarrollos Inmobiliarios, S.A.U. (BB-/Stable) and AEDAS
Homes, S.A. (BB-/Stable) offer similar products with an ASP in 2021
of EUR283,000 and EUR331,000, respectively. The UK-based peers
Castle UK Finco PLC (trading as Miller Homes; B+/Stable) and Maison
Bidco Limited (trading as Keepmoat; BB-/Stable) focus instead on
single-family homes in selected regions of the UK away from
London.

Neinor Homes and its domestic peers do not have option rights to
buy land, unlike UK homebuilders. In Spain, the seller may offer
deferred payment terms to the buyer of the land, limiting the
homebuilder's cash outflow at the time of the acquisition. Keepmoat
also enjoys deferred payment terms when purchasing the land.
However, this is a feature of its partnership model, which entails
working closely with local authorities from the early stages of a
development, including the identification and sourcing of suitable
land and its project planning.

The Spanish housebuilders with great availability of owned land
commit resources to the BTR segment as it allows them to sell a
whole development in bulk, reducing the stock of land previously
amassed. Neinor Homes dedicates its construction expertise and land
bank to BTR but, unlike its two peers, it keeps the BTR assets on
its balance sheet, becoming a rental operator for such properties.
AEDAS Homes' strategy entails seeking advance agreements with
private rented sector operators to deliver turnkey BTR developments
before committing capital, minimising the risk of the end-purchase
of its projects. Via Celere's approach to BTR has a speculative
component as the company does not forward-sell the development to
investors when it starts the project.

Each company has different financial policies. Fitch has been
transparent in disclosing and, where appropriate, reflecting in its
rating case, the management's intentions to target certain
financial policies over the rating horizon, rather than penalise a
company for its private equity ownership and assume that cash will
be extracted out of the group, despite the bonds' permitted
distribution mechanisms.

If a company's management improves its financial metrics
substantially, the ratings could be upgraded, as detailed in
Fitch's rating sensitivities. Equally, if dividend pay-outs and use
of cash worsen metrics, the ratings could be downgraded. For
Spanish homebuilders, Fitch's forecasts, upon which its
forward-looking ratings are based, depend on maintaining or
increasing 2021 and 2022 operational capacity, sales momentum and
disciplined ASP, all of which provide visibility over gross margins
and the resultant financial policy.

Under Fitch's Corporates Recovery Ratings and Instrument Ratings
Criteria, the secured debt of a company with a 'BB-' IDR can be
rated up to two notches higher from its IDR with a Recovery Rating
of 'RR2'. Neinor Homes' secured debt has a one-notch uplift to 'BB'
and a Recovery Rating of 'RR3', similar to other 'BB-' rated
Spanish homebuilders, reflecting the significant volatility of
collateral values in this asset class in Spain.

KEY ASSUMPTIONS

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

-- BTS deliveries amounting to 2,500 units in 2022 and 2023, BTR
    completions of about 2,000 units in 2022-2025;

-- ASP of EUR300,000-EUR320,000 over 2022-2025;

-- Disciplined land investment, supported by the vast land owned,

    equivalent to more than five years of production;

-- Dividend pay-outs at 50% of net income;

-- Unmonetised valuation gains from BTR completions are not
    included in Fitch's housebuilder EBITDA for Neinor Homes.

RATING SENSITIVITIES

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

-- FFO net leverage below 2.0x (net debt/EBITDA below 1.5x),
    excluding debt attributed to BTR;

-- Positive free cash flow (FCF) generation on a sustained basis.

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

-- FFO net leverage above 3.5x (net debt/EBITDA above 3.0x),
    excluding debt attributed to BTR;

-- Negative FCF over a sustained period;

-- A substantial increase in shareholder pay-outs.

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

Good Liquidity: Neinor Homes' liquidity was healthy in 1Q22,
comprising EUR270 million of unrestricted cash and a EUR50 million
undrawn secured revolving credit lines. At end-2021, Neinor Homes'
short-term debt was EUR215 million, most of which was for developer
loans and land financing that are typically repaid upon completion
and sale of the apartments. The next large corporate debt maturity
will be in 2026 when the EUR300 million secured notes will be due.

ISSUER PROFILE

Neinor Homes is one of the largest homebuilders in Spain with a
distinctive growing residential-for-rent property portfolio.

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.

   DEBT              RATING                RECOVERY    PRIOR
   ----              ------                --------    -----
Neinor Homes, S.A.   LT IDR   BB-   Affirmed            BB-

   senior secured    LT       BB   Affirmed     RR3     BB


SABADELL CONSUMO 2: Fitch Assigns 'BB' Rating on Class F Debt
-------------------------------------------------------------
Fitch Ratings has assigned final ratings to Sabadell Consumo 2,
FT.

   DEBT                  RATING                   PRIOR
   ----                  ------                   -----
Sabadell Consumo 2, FT

Class A ES0305622005   LT   AAAsf    New Rating   AAA(EXP)sf

Class B ES0305622013   LT   AAAsf    New Rating   AAA(EXP)sf

Class C ES0305622021   LT   AA-sf    New Rating   AA-(EXP)sf

Class D ES0305622039   LT   BBB+sf   New Rating   BBB+(EXP)sf

Class E ES0305622047   LT   BBB-sf   New Rating   BBB-(EXP)sf

Class F ES0305622054   LT   BBsf     New Rating   BB(EXP)sf

Class G ES0305622062   LT   NRsf     New Rating   NR(EXP)sf

Class H ES0305622070   LT   NRsf     New Rating   NR(EXP)sf

TRANSACTION SUMMARY

This transaction is a static securitisation of a portfolio of fully
amortising general-purpose consumer loans originated by Banco de
Sabadell, S.A. (BBB-/Stable/F3) to Spanish residents. All the loans
are to existing Sabadell clients.

KEY RATING DRIVERS

Asset Assumptions Reflect Mixed Portfolio: The securitised
portfolio includes pre-approved loans (61% of portfolio balance)
and on-demand consumer loans (39%). Fitch calibrated asset
assumptions for each product separately and by considering their
unique product features.

Fitch has assumed base-case lifetime default and recovery rates of
4.5% and 17%, respectively, for the blended portfolio, given the
historical data provided by Sabadell, Spain's economic outlook and
the originator's underwriting and servicing strategies. For a 'AAA'
scenario, the lifetime default rate and the recovery rates are
20.2% and 9.3%, respectively.

Pro-Rata Amortisation: The class A to G notes are repaid pro-rata
after the closing date unless a sequential amortisation event
occurs if cumulative defaults on the portfolio exceed certain
thresholds, a principal deficiency higher than 0.1% exists on any
payment date (except the first payment date), or loans in arrears
over 90 days exceed 5% of the portfolio balance. The portfolio is
static with no revolving period.

Fitch believes a switch to sequential amortisation is unlikely
during the first year after closing, given Fitch's
portfolio-performance expectations compared with defined triggers,
and the transaction's default definition of six months in arrears.
Fitch views the tail risk posed by the pro-rata paydown as
mitigated by a mandatory switch to sequential amortisation when the
outstanding portfolio balance falls below 10% of its initial
balance.

Servicing Disruption Risk Mitigated: Fitch views servicing
disruption risk as mitigated by liquidity provided in the form of a
cash reserve equal to 1.17% of the class A to G notes outstanding
balance, which would cover senior costs, net swap payments and
interest on these notes for more than two months, a period Fitch
views as sufficient to implement alternative arrangements upon
Banco Sabadell losing its eligibility rating of 'BBB-', including
pre-funding of an additional third month of liquidity within 14
days and appointing a replacement servicer. Moreover, the trustee
(Europea de Titulizacion S.A. S.G.F.T) operates as a back-up
servicer facilitator.

RATING SENSITIVITIES

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

A downgrade to Spain's Long-Term Issuer Default Rating (IDR)
lowering the maximum achievable rating for Spanish structured
finance transactions would result in a corresponding action on the
class A and B notes. This is because these notes are rated at the
maximum achievable rating, six notches above the sovereign IDR.

Long-term asset performance deterioration such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, macroeconomic conditions,
business practices or the legislative landscape, could result in
negative rating action.

The below provides insight into the model-implied sensitivities the
transaction faces when one assumption is modified, while holding
others equal. The modelling process uses the modification of these
variables to reflect asset performance in upside and downside
environments. The results below should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance

Sensitivity to Increased Defaults:

Current ratings (class A/B/C/D/E/F): 'AAAsf'/ 'AAAsf'/
'AA-sf'/'BBB+sf' /'BBB-sf' / 'BBsf'

Increase defaults by 10%: 'AAAsf'/ 'AA+sf'/ 'A+sf'/'BBB+sf'
/'BBB-sf' / 'BBsf'

Increase defaults by 25%: 'AAAsf'/ 'AA+sf'/ 'Asf'/'BBBsf' /'BB+sf'
/ 'BBsf'

Increase defaults by 50%: 'AAAsf'/ 'AA-sf'/ 'BBB+sf'/'BBB-sf'
/'BBsf' / Bsf'

Sensitivity to Reduced Recoveries:

Current ratings (class A/B/C/D/E/F): 'AAAsf'/ 'AAAsf'/
'AA-sf'/'BBB+sf' /'BBB-sf' / 'BBsf'

Reduce recoveries by 10%: 'AAAsf'/ 'AAAsf'/ 'A+sf'/'BBB+sf'
/'BBB-sf' / 'BBsf'

Reduce recoveries by 25%: 'AAAsf'/ 'AAAsf'/ 'A+sf'/'BBB+sf'
/'BBB-sf' / 'BBsf'

Reduce recoveries by 50%: 'AAAsf'/ 'AAAsf'/ 'A+sf'/'BBB+sf'
/'BBB-sf' / 'BB-sf'

Sensitivity to Increased Defaults and Reduced Recoveries:

Current ratings (class A/B/C/D/E/F): 'AAAsf'/ 'AAAsf'/
'AA-sf'/'BBB+sf' /'BBB-sf' / 'BBsf'

Increase defaults by 10%, reduce recoveries by 10%: 'AAAsf'/
'AAAsf'/ 'A+sf'/'BBB+sf' /'BBB-sf' / 'BBsf'

Increase defaults by 25%, reduce recoveries by 25%: 'AAAsf'/
'AA+sf'/ 'A-sf'/'BBBsf' /'BB+sf' / 'B+sf'

Increase defaults by 50%, reduce recoveries by 50%: 'AAAsf'/
'AA-sf'/ 'BBBsf' /'BB+sf' /'BB-sf' / 'CCCsf'

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

The class A and B notes are rated at the highest level on Fitch's
scale and therefore cannot be upgraded.

For the class C to F notes, increases in credit enhancement ratios
as the transaction deleverages to fully compensate the credit
losses and cash flow stresses commensurate with higher rating
scenarios would result in positive rating action.

The below provides insight into the model-implied sensitivities the
transaction faces when one assumption is modified, while holding
others equal. The modelling process uses the modification of these
variables to reflect asset performance in upside and downside
environments. The results below should only be considered as one
potential outcome, as the transaction is exposed to multiple
dynamic risk factors. It should not be used as an indicator of
possible future performance.

Sensitivity to Decreased Defaults and Increased Recoveries:

Current ratings (class A/B/C/D/E/F): 'AAAsf'/ 'AAAsf'/
'AA-sf'/'BBB+sf' /'BBB-sf' / 'BBsf'

Decrease defaults by 10%, increase recoveries by 10%: 'AAAsf'/
'AAAsf'/ 'AAsf'/'Asf' /'BBB+sf' / 'BBB-sf'

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.

CRITERIA VARIATION

Fitch's assessment of Sabadell Consumo 2's payment interruption
risk deviates from Fitch's Structured Finance and Covered Bonds
Counterparty Criteria due to remedial actions not being fully in
line with criteria. The transaction holds two months of liquidity
to cover senior fees, net swap payments and notes' interest
payments, with remedial actions, including funding of additional
liquidity, upon Banco Sabadell losing its 'BBB-' Long Term IDR
eligibility. Fitch's criteria specify at least one month of
liquidity with remedial actions set at the loss of 'BBB' and 'F2'
IDRs.

Fitch deems the additional month of liquidity in the transaction
(two months) sufficiently compensates the additional risk from
remedial actions being established one notch lower (at BBB-) as
opposed to Fitch's criteria's 'BBB' and 'F2'.

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

Fitch reviewed the results of a third-party assessment conducted on
the asset portfolio information, and concluded that there were no
findings that affected the rating analysis.

Fitch conducted a review of a small targeted sample of the
originator's origination files and found the information contained
in the reviewed files to be adequately consistent with the
originator's policies and practices and the other information
provided to the agency about the asset portfolio.

Overall, 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.

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.




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

LIMAKPORT: Fitch Lowers USD370MM Sec. Notes to B; Outlook Negative
------------------------------------------------------------------
Fitch Ratings has downgraded Limak Iskenderun Uluslararasi Liman
Isletmeciligi AS's (LimakPort) USD370 million senior secured notes
to 'B' from 'B+'. The Outlook remains Negative.

RATING RATIONALE

The rating action follows the recent downgrade of Turkiye's
sovereign Long-Term Issuer Default Rating (IDR) to 'B' from 'B+'
(see 'Fitch Downgrades Turkiye to 'B', Outlook Negative' dated on
the 8 July 2022 at www.fitchratings.com). Turkiye's sovereign IDR
caps LimakPort's rating due to the port's linkages to the country's
economic and regulatory environment.

KEY RATING DRIVERS

This rating action is driven solely by the downgrade of Turkiye's
Long-Term IDR and is therefore not a full review.

The Key rating drivers are as follow:

Revenue Risk (Volume): 'Midrange'

Revenue Risk (Price): 'Midrange'

Infrastructure Development & Renewal: 'Midrange'

Debt Structure: 'Midrange'

RATING SENSITIVITIES

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

A downgrade of Turkiye's sovereign rating.

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

Positive action on Turkiye's sovereign rating.

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.

   DEBT           RATING               PRIOR
   ----           ------               -----

Limak Iskenderun Uluslararasi Liman Isletmeciligi A.S.

Limak           LT   B    Downgrade    B+
Iskenderun
Uluslararasi
Liman Isletmeciligi
A.S./secured/1 LT

MERSIN: Fitch Lowers USD600MM Unsec. Notes to 'B', Outlook Neg.
---------------------------------------------------------------
Fitch Ratings has downgraded Mersin Uluslararasi Liman
Isletmeciligi AS's (Mersin) USD600 million senior unsecured notes
to 'B' from 'B+'. The Outlook remains Negative.

RATING RATIONALE

The rating action follows the recent downgrade of Turkiye's
sovereign Long-Term Issuer Default Rating (IDR) to 'B' from 'B+'
(see 'Fitch Downgrades Turkiye to 'B', Outlook Negative' dated on
the 8 July 2022 at www.fitchratings.com). Turkiye's IDR caps
Mersin's rating due to the port's linkages to the country's
economic and regulatory environment.

KEY RATING DRIVERS

This rating action is driven solely by the downgrade of Turkiye's
Long-Term IDR and is therefore not a full review. The key rating
drivers are as follow:

Revenue Risk (Volume): 'Midrange'

Revenue Risk (Price): 'Midrange'

Infrastructure Development and Renewal: 'Midrange'

Debt Structure: 'Weaker'

RATING SENSITIVITIES

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

-- A significantly unfavourable revision of the capital
    structure linked to its debt-funded financial policy;

-- A downgrade of Turkiye's sovereign rating.

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

-- Positive action on Turkiye's sovereign rating.

   DEBT                 RATING                PRIOR
   ----                 ------                -----
Mersin Uluslararasi Liman Isletmeciligi A.S.

Mersin Uluslararasi    LT    B    Downgrade   B+
Liman Isletmeciligi
A.S./Debt/1 LT


TURKIYE VAKIFBANK: Fitch Cuts Legislative Bonds to BB; Outlook Neg
------------------------------------------------------------------
Fitch Ratings has downgraded Turkiye Vakiflar Bankasi T.A.O.'s
(VakifBank) legislative mortgage covered bonds' rating to 'BB' from
'BB+' following the downgrade of the Turkish sovereign's Long-Term
Local-Currency (LC) Issuer Default Rating (IDR) to 'B'. The Outlook
on the covered bond ratings is Negative, reflecting the Negative
Outlook on the LT LC IDR of Turkiye.

KEY RATING DRIVERS

The covered bonds' rating is based on VakifBank's 'B+' LTLC IDR, a
three-notch uplift granted to the programme and on the 22.5%
minimum committed over-collateralisation (OC) between the cover
assets and the covered bonds.

The covered bonds are rated two notches above the bank's LTLC IDR,
out of a maximum achievable uplift of three notches, consisting of
a resolution uplift and a payment continuity uplift (PCU) of zero
notches as well as a recovery uplift of three notches. Only two of
the three notches of recovery uplift granted are used, as since the
downgrade of the sovereign LTLC IDR to 'B', the 'BB' rating is at
the cap for covered bond and structured finance ratings in Turkiye,
three notches above the 'B' LC IDR of the sovereign. The 22.5% OC
commitment provides protection that is in line with Fitch's 'BB'
break-even OC of 22.5%. The Negative Outlook on the covered bonds'
rating reflects the Negative Outlook on Turkiye's LTLC IDR, as the
covered bonds rating is at the cap for covered bond ratings in
Turkiye of 'BB'.

Covered Bonds' Rating Based on VakifBank's LTLC IDR

Fitch uses VakifBank's 'B+'/Negative LTLC IDR instead of the
Long-Term Foreign-Currency IDR of 'B'/Negative as a starting point
for its analysis because the asset and covered bond cash flows are
denominated in Turkish lira.

Uplifts

The zero-notch resolution uplift reflects that the Turkish bank
resolution framework does not include a bail-in tool for senior
liabilities from which covered bonds would be exempt. In Fitch's
view, a resolution of VakifBank, should it happen, is likely to
result in the direct enforcement of the recourse against the cover
pool.

The zero-notch PCU reflects Fitch's view that investors could be
exposed to interest payment interruption when recourse to the cover
pool is enforced. The cover pool contains liquid assets (TRY255
million of Turkish government bonds, rated 'B'), but these may not
protect timely interest payments on the covered bonds in stress
scenarios higher than 'B'. This drives the ESG relevance score of
'4' for transaction & collateral structure. The soft-bullet covered
bonds benefit from 18 months of principal payment protection in the
form of an 18-month maturity extension.

The maximum recovery uplift of three notches has been granted to
the programme as the timely payment rating level of the covered
bonds, equivalent to VakifBank's LTLC IDR, is in the
non-investment-grade category, and Fitch did not identify any
material downside risks to recovery expectations. Notably, both
assets and covered bonds are lira-denominated.

'BB' Break-even OC

Fitch's 'BB' break-even OC of 22.5% (increased from the 20.5%
break-even OC previously supporting the 'BB+' rating) offsets both
the credit risk on the cover pool in a 'BB' stress scenario, and
the risk of borrowers setting off deposit amounts held with
VakifBank against their mortgage loans upon an insolvency of
VakifBank. As such, it allows for up to three notches of recovery
uplift above VakifBank's 'B+' LTLC IDR. The break-even OC for the
rating has increased due to an increased sizing for the risk of
borrowers setting off their deposits, reflecting the trend of
increasing borrower deposit amounts associated with the cover
pool.

Cover Pool Credit Quality

The TRY31.6 billion cover pool as of 30 June 2022 consisted of
226,770 first-lien mortgage loans to 224,692 borrowers with an
average loan amount of TRY139,305. The loans are all fully
amortising with a weighted average (WA) loan maturity at
origination of about nine years. The WA current unindexed
loan-to-value is at 51.6% and the pool has a WA seasoning of 23
months. The cover pool is evenly distributed across Turkiye, with
the largest exposure in Istanbul (23%), followed by Ankara (14%)
and Izmir (9.1%).

Fitch analysed VakifBank's updated vintage cumulative default data,
and given their low observed historical levels, Fitch applied the
'High' multiple under its Originator Specific Residential Mortgage
Analysis Rating Criteria to derive foreclosure frequency (FF)
assumptions. This resulted in a 'B' FF of 2.3%.

As set out in its Structured Finance and Covered Bonds Country Risk
Rating Criteria, Fitch applies higher stresses if assets are
located in countries with increased risk of macroeconomic
volatility or event risk. Thus, Fitch applied rating multiples
associated with an 'A' rating scenario, two rating categories above
the 'BB' maximum achievable covered bonds ratings in Turkiye. These
were further subject to a 'Medium' multiplier for expected
performance deterioration, reflecting Fitch's expectations that the
operating environment for Turkish banks is becoming increasingly
challenging. This is in light of spiralling inflation and
unorthodox monetary policy; the central bank has maintained its
policy rate at 14% since December 2021, despite rapidly rising
inflation, the impact of the war in Ukraine on commodity markets
and tightening monetary policy in most advanced economies. Applying
the 'Medium' multiplier resulted in a 'BB' WAFF of 11.6%.

Fitch adjusted recoveries downwards to apply a 10% floor on the
'BB' expected loss for the cover pool, to account for idiosyncratic
risks, in line with its criteria.

Sizing for Set-off Risk

Fitch sized for the risk of borrowers setting off deposits held at
VakifBank against their mortgage loans upon an insolvency of the
bank. Using a forward-looking approach, Fitch sized for a higher
deposit exposure amount of 8.5% than under the previous approach.
The latter was based on the highest observed deposit amount since
mid-2020 (7.1% in June 2020) and capping loan-by-loan at the
current balance. The new approach takes into account that current
observed deposit amounts are now approaching the June 2020 peak and
incorporates a cushion above that peak.

Fitch does not give credit to the Turkish deposit guarantee scheme
in a rating scenario above the sovereign IDR of 'B'. Given that
about half of mortgage customer deposits are denominated in US
dollars and euros, Fitch applied foreign-currency stress
assumptions to the residual foreign-exchange (FX) exposure, and
then capped the set-off exposure at each respective outstanding
loan balance amount. Fitch also gave a 20% recovery benefit to the
set-off exposure due to the pledge of deposits included in mortgage
loan agreements. This resulted in a set-off exposure sized at 8.5%
of the cover pool in a 'BB' stress scenario. This was added to the
10% floored loss on the assets, leading to a total modelled loss of
18.5% for the pool, equivalent to a 'BB' break-even OC of 22.5%
when rounded to the nearest 50bp and expressed as a percentage of
the bonds.

RATING SENSITIVITIES

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

Turkish covered bond ratings are capped at three notches above the
sovereign LTLC IDR, in accordance with Fitch's Structured Finance
and Covered Bonds Country Risk Rating Criteria. Given that the
covered bond ratings are in line with the maximum rating above the
cap, VakifBank's covered bonds' rating could only be upgraded if
the sovereign LTLC IDR is upgraded, or if the structured finance
country cap for Turkiye is increased to four notches (or more)
above the Turkish sovereign's LTLC IDR.

An upgrade to the covered bonds' rating would be subject to the
relied-upon OC providing sufficient protection in line with the
break-even OC at a higher rating level. Due to the cap at three
notches above the sovereign LTLC IDR, an upgrade to VakifBank's
LTLC IDR would not result in an upgrade to the covered bond
ratings.

The covered bonds could also be upgraded if stronger liquidity
protection mechanisms in relation to interest payments are
introduced, allowing for a PCU greater than zero notches, as long
as the relied-upon OC for the programme remains above the
break-even OC for the corresponding rating scenario, and only if
the sovereign LTLC IDR is also upgraded or the structured finance
country cap for Turkiye is increased to four notches (or more)
above the Turkish sovereign's LTLC IDR.

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

The covered bonds' rating has a single-notch of buffer against an
IDR downgrade. This means that the covered bonds would be
vulnerable to a downgrade on a two-notch downgrade of VakifBank's
LTLC IDR to 'B-' or below.

A downgrade to the sovereign LTLC IDR would result in a
corresponding downgrade to the covered bonds' rating.

The ratings would also be vulnerable to a downgrade if the OC that
Fitch relies upon in its analysis decreases below the 22.5% 'BB'
break-even OC.

If deposits held at VakifBank increase substantially for borrowers
in the cover pool, this could lead to an increase to Fitch's
break-even OC for the rating. Moreover, this could also occur if
the lira equivalent of the foreign-currency portion of the deposits
increases (for example, due to further depreciation of the lira),
all else being equal. Should the 'BB' break-even OC exceed the
minimum committed OC, this could result in a downgrade of the
covered bonds' rating.

If VakifBank issues non-lira-denominated covered bonds, Fitch would
reduce the recovery uplift granted to the programme to one notch
from the current three notches, as this would constitute a material
downside risk to recovery given default expectations. This would
result in a one-notch downgrade of the covered bonds' rating to
'BB-', as currently only two of the three notches of recovery
uplift granted are being used.

Fitch's break-even OC for the covered bond rating will be affected,
among other factors, by the profile of the cover assets relative to
outstanding covered bonds, which can change over time, even in the
absence of new issuance. Therefore, the break-even OC to maintain
the covered bonds' rating cannot be assumed to remain stable over
time.

Fitch has conducted a global exercise to assess the vulnerability
of ratings to a plausible, but worse-than-expected, adverse
scenario associated with the Ukraine war, whereby the global
economy slows sharply amid prolonged higher inflation and interest
rates. As described in Fitch's report "What the Ukraine War, Global
Stagflation Scenario May Mean for Financial Institutions Ratings",
banks' ratings in Turkiye could suffer a high impact, with most or
all ratings negatively affected. The high impact reflects that most
banks' ratings are already on Negative Outlook or on Rating Watch
Negative (RWN), with the potential for further action on the
sovereign rating (B/Negative), albeit possibly mitigated by rating
compression for banks rated towards the lower levels. This could in
turn negatively affect the covered bond rating, which has only
one-notch buffer against an issuer downgrade. Downward pressure on
the sovereign IDR would also affect the covered bonds rating as it
is rated at the structured finance country cap for Turkiye.

In this adverse scenario, negative pressure on asset performance
would also increase. Fitch performed a downside sensitivity
scenario stress by applying a 'severe stress' performance
deterioration into its modelling of the cover pool's probability of
default. The additional stress nevertheless did not worsen the
cover pool expected loss level, due to a cushion between the
expected loss prior to Fitch's application of the 10% portfolio
loss floor for Turkish mortgage assets and the floor.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Financial Institutions and
Covered Bond 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.

CRITERIA VARIATION

Fitch has applied a variation from its Originator-Specific
Residential Mortgage Analysis Rating Criteria by using its analysis
of historical defaults by vintage despite a substantial increase in
VakifBank's mortgage book in recent years (more than 10% a year and
higher than the market average). Fitch nevertheless deemed the
historical data representative of the cover pool's future
performance. This is because loan characteristics have remained
stable, and the increase in mortgage loan origination is more a
result of monetary policy and negative real interest rates than a
change in the issuer's underwriting practices. As such, Fitch
applied the criteria to extrapolate vintage data to derive the
expected loss levels. Without this variation to criteria, the
rating on the covered bonds would be one notch lower.

A variation was applied to Fitch's Foreign-Currency Stress
Assumptions for Residual Foreign-Exchange Exposures in Covered
Bonds and Structured Finance - Supplementary Data File. Fitch
applied the criteria to size for the residual FX risk from set-off
of deposits in euros and dollars despite the absence of currency
pairs between liras and euros or between liras and dollars included
within the criteria. Fitch applied the most conservative category
(Category 4 stress) to account for the historical volatility of the
lira. Without this variation to criteria, the rating on the covered
bonds would be one notch lower.

Fitch has applied a variation to its Covered Bonds Rating Criteria
as part of the assessment of OC for recoveries given default.
Programmes are expected to experience outstanding recoveries where
OC credited by Fitch' analysis roughly offsets stressed credit-loss
levels implied by the agency's static model output. However, in the
case of VakifBank's covered bond ratings, Fitch combined the output
from Fitch's asset model with a separate sizing for set-off risk to
calculate Fitch's stressed credit-loss level. This is because Fitch
deems the risk of borrowers setting off their deposits a primary
risk driver of the programme, due to the exposure to
foreign-currency deposits (around 50% of deposits are denominated
in euros or US dollar) combined with the sharp depreciation of the
Turkish lira. This causes volatility in the deposit amounts when
converted back to Turkish lira. This variation to the criteria has
had no impact on the rating.

ESG CONSIDERATIONS

VakifBank has an ESG Relevance Score of '4' for transaction &
collateral structure due to the programme's weakness in mitigating
interest payment continuity risk, which has a negative impact on
the credit profile, and is relevant to the ratings in conjunction
with other factors.

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.

   DEBT                RATING                PRIOR
   ----                ------                -----
Turkiye Vakiflar Bankasi T.A.O.

   senior secured,   LT   BB    Downgrade    BB+
Mortgage Covered Bonds,
Soft Bullet Bonds


[*] Fitch Cuts 8 Turkish LRGs' IDRs to 'B', Outlook Remains Neg.
----------------------------------------------------------------
Fitch Ratings has downgraded eight Turkish local and regional
governments' (LRGs) Long-Term Foreign- and Local-Currency Issuer
Default Ratings (IDRs) to 'B' from 'B+'. The Outlooks remain
Negative.

Under applicable credit rating agency (CRA) regulations, the
publication of LRG reviews is subject to restrictions and must take
place according to a published schedule, except where it is
necessary for CRAs to deviate from the schedule in order to comply
with the CRAs' obligation to issue credit ratings based on all
available and relevant information and disclose credit ratings in a
timely manner.

Fitch interprets this provision as allowing us to publish a rating
review in situations where there is a material change in the
creditworthiness of the issuer that Fitch believes makes it
inappropriate for us to wait until the next scheduled review date
to update the rating or Outlook/Watch status. The next scheduled
review dates for Fitch's ratings on Ankara, Antalya, Bursa,
Istanbul are November 4 2022 and for Izmir, Manisa, Mersin, Mugla
November 18 2022, but Fitch believes the developments for the
issuers warrant such a deviation from the calendar and Fitch's
rationale for this is set out in the first part (High weight
factors) of the Key Rating Drivers section below.

KEY RATING DRIVERS

The downgrade of the IDRs of the eight Turkish LRGs follow the
downgrade of the Turkish sovereign's Long-Term IDRs to 'B' on July
8 2022 with the Outlook kept Negative (see' Fitch Downgrades Turkey
to 'B'; Outlook Negative), as the ratings of the LRGs under
consideration are capped by the sovereign ratings. Their Standalone
Credit Profile (SCP), risk profile or debt sustainability remain as
published in the rating action commentary (RAC) of the 21 February
2022 "Fitch Downgrades 8 Turkish LRGs to B+ on Sovereign Rating
Action" and summarized below.

DERIVATION SUMMARY

Ankara's SCP is assessed at 'bbb', reflecting a combination of a
'Weaker' risk profile and debt sustainability metrics assessed at
'aaa'. Ankara's IDRs are capped by Turkish sovereign rating of
'B'.

Mugla's SCP is assessed at 'bb', reflecting a combination of a
'Weaker' risk profile and debt sustainability metrics assessed at
'aaa'. Mugla's IDRs are capped by Turkish sovereign rating of 'B'.

The SCPs of Antalya, Bursa, Istanbul, Izmir, Manisa and Mersin are
assessed at 'b+', reflecting a combination of a 'Vulnerable' risk
profile and debt sustainability metrics assessed in the 'aa'
category. Their IDRs are aligned with the Turkish sovereign rating
of 'B'.

The 'B'/Negative IDRs of the eight LRGs reflect the sovereign IDR
and Outlook. In Fitch's assessment Fitch does not apply
extraordinary support from the upper-tier government or asymmetric
risk for any of the eight LRGs under consideration.

KEY ASSUMPTIONS

Qualitative assumptions and assessments and their respective change
since the last review on May 6 2022, for Ankara, Antalya, Bursa,
Istanbul, and on May 27 2022 for Izmir, Manisa, Mersin, Mugla and
weight in the rating decision are as follows:

Ankara:

Risk Profile: 'Weaker'/ unchanged with low weight

Revenue Robustness: 'Midrange'/unchanged with low weight

Revenue Adjustability: 'Weaker'/unchanged with low weight

Expenditure Sustainability: 'Weaker'/ unchanged with low weight

Expenditure Adjustability: 'Midrange'/unchanged with low weight

Liabilities and Liquidity Robustness: 'Midrange'/unchanged with low
weight

Liabilities and Liquidity Flexibility: 'Weaker'/unchanged with low
weight

Debt sustainability: 'aaa'/unchanged with low weight

Budget Loans or Ad Hoc Support: N/A, unchanged with low weight

Asymmetric Risk: N/A, unchanged with low weight

Sovereign Cap: B, lowered with high weight

Antalya, Bursa and Manisa:

Risk Profiles: 'Vulnerable'/unchanged with low weight

Revenue Robustness: 'Weaker'/unchanged with low weight

Revenue Adjustability: 'Weaker'/unchanged with low weight

Expenditure Sustainability: 'Weaker'/ unchanged with low weight

Expenditure Adjustability: 'Midrange'/unchanged with low weight

Liabilities and Liquidity Robustness: 'Weaker'/unchanged with low
weight

Liabilities and Liquidity Flexibility: 'Weaker'/unchanged with low
weight

Debt sustainability: 'aa' category, unchanged with low weight

Budget Loans or Ad Hoc Support: N/A, unchanged with low weight

Asymmetric Risk: N/A, unchanged with low weight

Sovereign Cap: B, lowered with high weight

Istanbul and Izmir:

Risk Profile: 'Vulnerable'/ unchanged with low weight

Revenue Robustness: 'Midrange'/unchanged with low weight

Revenue Adjustability: 'Weaker'/unchanged with low weight

Expenditure Sustainability: 'Weaker'/ unchanged with low weight

Expenditure Adjustability: 'Midrange'/unchanged with low weight

Liabilities and Liquidity Robustness: 'Weaker'/unchanged with low
weight

Liabilities and Liquidity Flexibility: 'Weaker'/ unchanged with low
weight

Debt sustainability: 'aa' category, unchanged with low weight

Budget Loans or Ad Hoc Support: N/A, unchanged with low weight

Asymmetric Risk: N/A, unchanged with low weight

Sovereign Cap: B, lowered with high weight

Mersin:

Risk Profile: 'Vulnerable'/unchanged with low weight

Revenue Robustness: 'Weaker'/unchanged with low weight

Revenue Adjustability: 'Weaker'/unchanged with low weight

Expenditure Sustainability: 'Weaker'/ unchanged with low weight

Expenditure Adjustability: 'Midrange'/unchanged with low weight

Liabilities and Liquidity Robustness: 'Midrange'/unchanged with low
weight

Liabilities and Liquidity Flexibility: 'Weaker'/unchanged with low
weight

Debt sustainability: 'aa' category, unchanged with low weight

Budget Loans or Ad Hoc Support: N/A unchanged with low weight

Asymmetric Risk: N/A unchanged with low weight

Sovereign Cap: B, lowered with high weight

Mugla:

Risk Profile: 'Vulnerable'/ unchanged with low weight

Revenue Robustness: 'Weaker'/unchanged with low weight

Revenue Adjustability: 'Weaker'/unchanged with low weight

Expenditure Sustainability: 'Weaker'/unchanged with low weight

Expenditure Adjustability: 'Midrange'/unchanged with low weight

Liabilities and Liquidity Robustness: 'Midrange'/unchanged with low
weight

Liabilities and Liquidity Flexibility: 'Weaker'/unchanged with low
weight

Debt sustainability: 'aaa', unchanged with low weight

Budget Loans or Ad Hoc Support: N/A, unchanged with low weight

Asymmetric Risk: N/A, unchanged with low weight

Sovereign Cap: B, lowered with high weight

Quantitative assumptions - issuer-specific: unchanged with low
weight

Fitch's rating case is a "through-the-cycle" scenario, which
incorporates a combination of

revenue, cost and financial risk stresses. It is based on the
2016-2020 figures and 2021-2025 projected

ratios. For individual, issuer-specific quantitative assumptions
see the latest published RAC

Quantitative assumptions - sovereign-related (note that no weights
and changes since the last review

Are included as none of these assumptions were material to the
rating action)

Figures as per Fitch's sovereign data for 2021 and forecast for
2024, respectively:

-- GDP per capita (US dollar, market exchange rate): 9,554;
    11,344;

-- Real GDP growth (%): 11; 2.9;

-- Consumer prices (annual average % change): 19.4; 51.2;

-- General government balance (% of GDP): -2.8; -4.4;

-- General government debt (% of GDP): 42; 32.4;

-- Current account balance plus net FDI (% of GDP): -0.8; -2.8;

-- Net external debt (% of GDP): 18.1; 20;

-- IMF Development Classification: EM (emerging market);

-- CDS Market-Implied Rating: 'B'.

RATING SENSITIVITIES

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

-- A revision of the Outlook on the sovereign to Stable would
    lead to a corresponding change of the LRGs' Outlooks.

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

-- A downgrade of Turkish's sovereigns IDRs or downwardly revised

    SCP, which may result from a material.

Deterioration of the debt sustainability with a debt payback ratio
beyond nine years, would lead to a

Downgrade of the issuers' respective IDRs

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.

Committee Minute Summary

Committee date: July 13 2022

There was an appropriate quorum at the committee and the members
confirmed that they were free

Rrom recusal. It was agreed that the data was sufficiently robust
relative to its materiality. During the

Committee no material issues were raised that were not in the
original committee package. The main

Rating factors under the relevant criteria were discussed by the
committee members. The rating

Decision as discussed in this rating action commentary reflects the
committee discussion.

   DEBT                 RATING                      PRIOR
   ----                 ------                      -----

Ankara Metropolitan     LT IDR      B   Downgrade   B+
Municipality

                        LC LT IDR   B   Downgrade   B+

Mersin Metropolitan     LT IDR      B   Downgrade   B+
Municipality

                        LC LT IDR   B   Downgrade   B+

Izmir Metropolitan      LT IDR      B   Downgrade   B+
Municipality

                        LC LT IDR   B   Downgrade   B+

Manisa Metropolitan     LT IDR      B   Downgrade   B+
Municipality

                        LC LT IDR   B   Downgrade   B+

Istanbul Metropolitan   LT IDR      B   Downgrade   B+
Municipality

                        LC LT IDR   B   Downgrade   B+

   senior               LT          B   Downgrade   B+
   unsecured
Mugla Metropolitan      LT IDR      B   Downgrade   B+
Municipality

                        LC LT IDR   B   Downgrade   B+

Bursa Metropolitan      LT IDR      B   Downgrade   B+
Municipality

                        LC LT IDR   B   Downgrade   B+

Antalya Metropolitan    LT IDR      B   Downgrade   B+
Municipality

LC LT IDR B Downgrade B+



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

UKRAINE: Fitch Places 'CCC' IDR Under Criteria Observation
----------------------------------------------------------
Fitch Ratings has placed Ukraine's 'CCC' Long-Term Foreign- and
Local-Currency Issuer Default Ratings (IDR) and debt instruments
Under Criteria Observation (UCO) following the conversion of the
agency's "Exposure Draft: Sovereign Rating Criteria" to final
criteria.

The UCO indicates that ratings may change as a direct result of the
final criteria. It does not indicate a change in the underlying
credit profile, nor does it affect existing Outlooks.

Fitch will resolve the UCO status within six months. The outcome
will depend on Fitch's assessment of the appropriate notching based
on the new criteria. Not all issuers on UCO will have a rating
change upon resolution.

EU CALENDAR DEVIATION DISCLOSURE

Under EU credit rating agency (CRA) regulation, the publication of
sovereign reviews is subject to restrictions and must take place
according to a published schedule, except where it is necessary for
CRAs to deviate from this in order to comply with their legal
obligations. Fitch interprets this provision as allowing us to
publish a rating review in situations where there is a reason Fitch
believes make it impossible for us to wait until the next scheduled
review date. The next scheduled review date for Fitch's sovereign
rating on Ukraine will be July 22 2022, but Fitch believes that the
publication of the exposure draft warrants the deviation because
Fitch is required to place the ratings on UCO as a result of the
publication of the final criteria.

KEY RATING DRIVERS

Introduction of Modifiers at 'CCC': The recently published
Sovereign Rating Criteria introduce +/- modifiers in the 'CCC'
category. Sovereigns rated 'CCC' could experience a one-notch
rating change, potentially migrating from 'CCC' to 'CCC-' or
'CCC+'.

RATING SENSITIVITIES

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

Existing rating sensitivities continue to apply. For more details,
see the recent rating action commentary (RAC) by clicking this link
published February 25 2022.

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

As stated above, existing rating sensitivities continue to apply.

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

Existing ESG considerations continue to apply. For more details,
see by clicking this link.

   DEBT      RATING                                        PRIOR
   ----      ------                                        -----

Ukraine     LT IDR      CCC   Under Criteria Observation   CCC

            LC LT IDR   CCC   Under Criteria Observation   CCC

   senior   LT          CCC   Under Criteria Observation   CCC
   unsecured



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

ALMOR GROUP: Enters Administration, 80 Jobs Affected
----------------------------------------------------
John Corser at Express & Star reports that a specialist fabricator
and thermal engineering group has ceased trading.

Joint administrators from Mazars were appointed to Almor Group,
which has its headquarters in Nottingham and was formed in 1992,
Express & Star relates.

The majority of the firm's workforce of around 80 have been made
redundant since the appointment of the administrators on July 8,
Express & Star discloses.

According to Express & Star, the joint administrators said that
Covid-19 created a "challenging operating" environment with
turnover reduced by two-thirds.

The company has struggled to recover to pre-pandemic levels of
work, Express & Star states.

Given the cash flow difficulties, the directors decided that the
company had to be placed into administration, Express & Star
notes.

The joint administrators are seeking a buyer for the company's
assets, Express & Star says.

The group includes Almor Wellman in Tipton.  The group bought the
former Wellman Furnaces at Hale Trading Estate, Lower Church Lane,
in 2015.

The group also has a site in Huthwaite, Nottinghamshire.


AMIGO LOANS: S&P Affirms 'CCC' Long-Term ICR, Outlook Developing
----------------------------------------------------------------
S&P Global Ratings affirmed its 'CCC' long-term and 'C' short-term
issuer credit ratings on U.K. consumer lender Amigo Loans Ltd. At
the same time, S&P revised the outlook to developing from negative.
S&P also raised the rating on the senior secured bond issued by the
group's financing subsidiary, Amigo Luxembourg S.A., to 'B-' from
'CCC+'.

Amigo has made progress in moving away from insolvency, and so
default. Since announcing its intention to pursue a revised scheme
of arrangement in December 2021, Amigo has gained customer support
for the scheme in May 2022, and received High Court approval for it
shortly thereafter. This approval has provided Amigo with a path to
avoiding an automatic managed wind-down, or another insolvency
process. The next step for Amigo is to meet the conditions required
under the revised scheme, which would allow it to resume normal
lending operations.

The prospect of successful scheme implementation and business
viability is improving, but key hurdles remain. Successful
implementation of the scheme would allow Amigo to return to normal
business operations under two conditions. First, the company
resuming lending by Feb. 26, 2023. This is conditional on the
Financial Conduct Authority approving a resumption of lending and
is capped at GBP35 million until Amigo has paid GBP15 million into
the redress creditor scheme fund. Second, Amigo must dilute
existing shareholders by 95%. Amigo plans to do this via a 19-1
rights issue, with the proceeds contributing at least GBP15 million
to the scheme's redress creditor fund. For this dilution raising to
be viable, S&P expects that Amigo will have to simultaneously raise
additional capital to support future lending.

S&P said, "We believe that Amigo is likely to meet the lending
condition as required by the scheme. The lack of regulatory
opposition to the scheme in the High Court, together with the
company's focus on regulatory compliance, support our view that
Amigo is likely to receive the go-ahead to resume lending.
Furthermore, the company will have available cash to support the
modest lending requirement to meet this condition."

The capacity to raise required capital still depends on prevailing
capital market conditions. If the group is unable to successfully
raise additional funds it would trigger the scheme's fallback
solution, and with it a managed wind-down of the company. This
would be commensurate with a default, and as such is S&P's central
default scenario for the purpose of our bond recovery assessment.

Meeting the scheme's conditions would allow Amigo to resume normal
operations, but business, economic, and market conditions are
likely to remain difficult. On June 28, 2022, Amigo announced
details of its revised lending proposition under its new brand,
RewardRate. Amigo plans to offer two new unsecured products,
including one guarantor-loan product, targeting consumers without
access to mainstream lower-cost finance. Implementation of the
revised lending proposition would imply successful scheme
implementation and a return to normal business operations. However,
in this scenario, S&P believes that Amigo would remain dependent on
favorable conditions to re-scale its business, and a significant
improvement in its credit prospects is unlikely. High inflation and
its effects on real capacity to service debt would likely strain
the credit quality of Amigo's target market. And, even with some
balance sheet reparation, Amigo's access to funding will likely
continue to depend on capital market sentiment. All things
considered, a return to normal operations is likely to only
marginally improve the fragility of Amigo's business.

Low debt relative to cash accumulation support very high recovery
prospects, reflected in the 'B-' bond rating. Amigo's full-year
results for the year ended March 31, 2022 indicate an improving net
cash position. S&P said, "Taken together with what we
conservatively assume to be modest collections of back-book lending
and a material fine levied by the conduct regulator, we expect
senior secured creditors' recovery prospects to be very high. We
reflect this in the bond rating by applying a two-notch uplift
above the issuer credit rating. In January 2022, Amigo redeemed
GBP184.1 million of its then GBP234.1 million outstanding senior
secured notes at par. Since then, Amigo has continued to accumulate
cash in the absence of new lending. While the unrestricted cash
position as of March 31, 2022 of GBP133.6 million is more than
twice the principal and near-term interest on the bonds, we expect
cash payments into the redress creditor fund will erode collateral
available to support bond recovery. Consequently, in our default
scenario, we expect recovery of the senior secured bonds to be at
the upper end of our 90%-100% range. At the same time, while Amigo
is no longer balance sheet insolvent, the company's general, or
unsecured, financial position remains significantly constrained."

The developing outlook reflects Amigo's progress in returning to
normal operations, as well as its dependence on raising capital to
avoid default. Approval of the revised scheme has provided Amigo
with a path to avoid an otherwise automatic managed wind-down or
initiation of another insolvency process. At the same time, if
Amigo is unable to meet scheme conditions, it will be placed into
wind-down, from which S&P would see a relatively certain path to
default.

Upside scenario

S&P said, "We could raise the rating if Amigo is able to meet the
conditions under the scheme, allowing it to return to normal
business operations. We would see this as materially reducing the
prospects of a near-term default. At the same time, we believe that
Amigo would remain dependent on favorable business, economic, and
capital market conditions for its continuity.

"Absent a revision in our recovery assessment, the rating on the
bond would rise in tandem with the issuer credit rating. We could
separately raise the rating on the bond if we view cash and
performing loans as improving the likelihood of full recovery. This
could occur if Amigo significantly improved its high-quality and
liquid asset base in the absence of additional issuance out of the
existing secured bond program. This is also likely to be consistent
with the company being able to easily absorb any enforcement fine
levied by the conduct regulator."

Downside scenario

S&P said, "We could lower the rating if Amigo does not meet both
scheme conditions. Failure to meet one of the conditions will be
consistent with the wind-down scenario. If the wind-down scenario
ushers insolvency proceedings, we would see this as an event of
issuer default, leading to a multi-notch downgrade of the issuer
credit rating. If Amigo ceases interest payment on the secured
bonds, we would also see this as an event of issuer default.

"If insolvency proceedings are initiated against Amigo, we would
see this as an event of default on the secured bonds. We would also
see cessation of interest payments as a default on the bonds. In
these scenarios, we would lower the bond rating to 'D'.

"Assuming an unchanged issuer credit rating, we could separately
lower the rating on the bond if Amigo's cash and performing loan
position deteriorates, such that expected recovery prospects for
creditors becomes marginally weaker. This could occur if Amigo
issued significant additional pari-passu secured debt without a
corresponding high quality asset buffer available for creditors to
access in recovery."

Key analytical factors

-- The long-term issue rating on Amigo's senior secured bonds is
'B-', two notches above the issuer credit rating.

-- The recovery rating on the bonds is '1', reflecting S&P's
expectation of very high recovery (90%-100%) in the event of a
default. This rating is supported by the group's cash and loan
assets.

-- S&P's simulated default scenario contemplates a default in
2023, assuming that Amigo is not able to continue operating on a
going-concern basis under a scheme of arrangement.

-- In calculating the assets available to support the group's
enterprise value, S&P applies a haircut to the loan book of 75%.
This is higher than its standard loan haircut, reflecting the weak
economic environment and lack of market liquidity for personal
loans.

-- S&P also assumes significant dilution of cash and a sizable
fine levied by the conduct regulator, lowering theoretical cash at
default to a fraction of the company's GBP133.6 million
unrestricted cash balance as of March 31, 2022.

Simulated default assumptions

-- Simulated year of default: 2023
-- Jurisdiction: Luxembourg

Simplified waterfall

-- Net enterprise value after 5% administrative claims: GBP52
million

-- Secured debt*: GBP52 million

    --Recovery expectation: 90%-100% (rounded estimate: 95%)

*All debt amounts include six months of prepetition interest.


CARLYLE EURO 2022-3: Fitch Assigns 'B-' Rating on Class E Debt
--------------------------------------------------------------
Fitch Ratings has assigned Carlyle Euro CLO 2022-3 DAC final
ratings.

   DEBT               RATING
   ----               ------
Carlyle Euro CLO 2022-3 DAC

A-1A XS2486849412    LT   AAAsf    New Rating

A-1B XS2486849768    LT   AAAsf    New Rating

A-2A XS2486849685    LT   AAsf     New Rating

A-2B XS2486850006    LT   AAsf     New Rating

B XS2486850345       LT   Asf      New Rating

C XS2486850261       LT   BBB-sf   New Rating

D XS2486851079       LT   BB-sf    New Rating

E XS2486850857       LT   B-sf     New Rating

Subordinated Notes   LT   NRsf     New Rating
XS2486850774

TRANSACTION SUMMARY

Carlyle Euro CLO 2022-3 DAC is a securitisation of mainly senior
secured loans. The note proceeds have been used to fund the
identified portfolio with a target par of EUR335 million. The
portfolio is managed by CELF Advisors LLP, which is part of the
Carlyle Group. The CLO envisages a 4.5-year reinvestment period and
an 8.5-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'/'B-' category.
The Fitch weighted average rating factor (WARF) of the identified
portfolio is 24.72.

Strong Recovery Expectation (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
63.62%.

Diversified Portfolio (Positive): The transaction includes four
Fitch matrices. Two are effective at closing, corresponding to a
top-10 obligor concentration limit at 20%, fixed-rate asset limits
of 7.5% and 15% and 8.5-year WAL. Two others can be selected by the
manager at any time from one year after closing as long as the
collateral principal amount (including defaulted obligations at
their Fitch collateral value) is above the reinvestment target par
balance and corresponding to the same limits as the closing
matrices except a WAL of 7.5 years.

The transaction also includes various concentration limits,
including a 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 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 (Positive): The WAL used for the transaction's
stress portfolio and matrices analysis is 12 months less than the
WAL covenant at the issue date. This reduction to the risk horizon
accounts for the strict reinvestment conditions envisaged by the
transaction after its reinvestment period. These include, among
others, passing the coverage tests, the Fitch 'CCC' bucket
limitation and Fitch WARF test post-reinvestment, together with a
progressively decreasing WAL covenant. These conditions would in
the agency's opinion reduce the effective risk horizon of the
portfolio in the stress period.

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 across the
structure.

Downgrades may occur if the loss expectation is larger than
assumed, due to unexpectedly 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 two notches across the structure, apart from the class
A-1 notes, which are already at the highest rating on Fitch's scale
and cannot be upgraded.

Except for the tranche already at the highest 'AAAsf' rating,
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

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations 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.


CHESTER A PLC: Moody's Ups Rating on GBP40.1MM Cl. E Notes to Ba3
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of eight notes
in Chester A PLC and Chester B1 Issuer PLC. The rating action
reflects better than expected collateral performance as well as the
increased levels of credit enhancement for the affected notes.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings.

Issuer: Chester A PLC

GBP1482.8M Class A Notes, Affirmed Aaa (sf); previously on Jul 27,
2020 Affirmed Aaa (sf)

GBP140.3M Class B Notes, Upgraded to Aa2 (sf); previously on Jul
27, 2020 Affirmed Aa3 (sf)

GBP130.2M  Class C Notes, Upgraded to Aa2 (sf); previously on Jul
27, 2020 Affirmed A1 (sf)

GBP80.2M  Class D Notes, Upgraded to A3 (sf); previously on Jul
27, 2020 Downgraded to Ba2 (sf)

GBP40.1M  Class E Notes, Upgraded to Ba3 (sf); previously on Jul
27, 2020 Downgraded to B2 (sf)

Issuer: Chester B1 Issuer PLC

GBP1290.4M Class A Notes, Affirmed Aaa (sf); previously on Apr 7,
2020 Definitive Rating Assigned Aaa (sf)

GBP129.9M Class B Notes, Upgraded to Aa2 (sf); previously on Apr
7, 2020 Definitive Rating Assigned Aa3 (sf)

GBP56.8M Class C Notes, Upgraded to Aa2 (sf); previously on Apr 7,
2020 Definitive Rating Assigned A1 (sf)

GBP48.7M Class D Notes, Upgraded to A2 (sf); previously on Apr 7,
2020 Definitive Rating Assigned Baa3 (sf)

GBP32.5M Class E Notes, Upgraded to Ba1 (sf); previously on Apr 7,
2020 Definitive Rating Assigned Ba3 (sf)

RATINGS RATIONALE

The rating action is prompted by decreased key collateral
assumptions due to better than expected collateral performance and
an increase in credit enhancement for the affected tranches.

Revision of Key Collateral Assumptions

As part of the rating action, Moody's reassessed its lifetime loss
expectation for the portfolio reflecting the collateral performance
to date.

For Chester A PLC, total delinquencies with 90 days plus arrears
are currently standing at 12.0% of current pool balance. Cumulative
losses currently stand at 0.52% of original pool balance. Moody's
decreased the expected loss assumption to 4.20% as a percentage of
original pool balance from 5.30% due to the stable performance.
Moody's assumed an expected loss of 6.0% as a percentage of current
pool balance.

For Chester B1 Issuer PLC, total delinquencies with 90 days plus
arrears are currently standing at 9.0% of current pool balance.
Cumulative losses currently stand at 0.23% of original pool
balance. Moody's decreased the expected loss assumption to 3.60% as
a percentage of original pool balance from 3.83% due to the stable
performance. Moody's assumed an expected loss of 5.0% as a
percentage of current pool balance.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has decreased the MILAN CE assumption
to 18.5% from 20% for Chester A PLC and maintained the MILAN CE
assumption at 17% for Chester B1 Issuer PLC.

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available in both transactions.

For Chester A PLC, the credit enhancement for the Classes B, C, D
and E affected by the rating action increased to 31.4%, 20.8%,
14.3% and 11.0% from 21.3%, 13.6%, 8.9% and 6.6% respectively since
the last rating action in July 2020.

For Chester B1 Issuer PLC, the credit enhancement for the Classes
B, C, D and E affected by the rating action increased to 18.7%,
13.5%, 9.0% and 6.0% from 12.5%, 9.0%, 6.0% and 4.0% respectively
since closing.

Counterparty Exposure

The rating actions took into consideration the notes' exposure to
relevant counterparties, such as servicer and account banks.

Moody's considered how the liquidity available in both transactions
and other mitigants support continuity of note payments, in case of
servicer default, using the CR assessment as a reference point for
servicers. The rating of the B and C notes in both transactions are
constrained by operational risk.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
July 2022.

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

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

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

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

ELIZABETH FINANCE 2018: S&P Lowers Class D Notes Rating to 'CCC+'
-----------------------------------------------------------------
S&P Global Ratings lowered its credit ratings on Elizabeth Finance
2018 DAC's class A to E notes.

The downgrades follow additional declines in cash flows from the
property portfolio backing the Maroon loan, which, combined with a
challenging environment for retail tenants, has further weakened
the notes' credit metrics.

Transaction overview

Elizabeth Finance is a true sale securitization of two loans that
closed in August 2018. In October 2020, the smaller MCR loan, with
a balance of GBP20.5 million, prepaid. The larger one, the Maroon
loan, has a GBP63.9 million balance. It is secured by three
regional town shopping centers in the U.K. Two of the properties
are in England and one is in Scotland.

Since S&P's previous review in November 2020, the property's
performance metrics continue to weaken. The vacancy level (by
leasable area) continues to increase, now standing at 16.9%, up
from 14.4%. The trailing 12 months to April 2022 net operating
income is GBP4.2 million, which is a decrease from GBP5.6 million
in October 2020. The reported debt service coverage ratio is 1.30x,
down from 1.95x.

The loan was transferred into special servicing in April 2020
following the failure of the borrower (under the control of the
mezzanine lender) to cure the loan-to-value (LTV) ratio default.
The special servicer granted a standstill to the borrower until the
initial January 2021 maturity date, subject to the borrower
providing an exit strategy three months prior as to how they would
repay the loan by the initial maturity date. The servicer deemed
the exit strategy unacceptable. As a result, the special servicer
accelerated the loan, and appointed receivers and administrators. A
cash trap event is continuing.

An increasing number of retailers are suffering financial
difficulties and the risk of elevated vacancy and diminishing
rental levels remains. The risk remains somewhat mitigated by the
potential to create value through future asset management
initiatives. S&P's analysis has considered these risks when
arriving at its long-term vacancy and rental assumptions.

S&P said, "Since our previous review, our S&P Global Ratings value
has declined by 8.0%, to GBP53.7 million from GBP58.4 million, due
to our lower rental income assumption of the property. We believe
this is likely to persist over the long term given that the
portfolio is currently overrented. Therefore, we have reduced the
S&P Global Ratings net cash flow (NCF) to GBP5.2 million.

"We have then applied our 9.25% capitalization (cap) rate against
this S&P Global Ratings NCF, which is an increase from the 9.0%
previously used, and deducted 5.0% of purchase costs to arrive at
our S&P Global Ratings value."

Loan and collateral summary (as of April 2022):

-- Securitized debt balance: GBP63.9 million
-- Securitized LTV ratio: 92.8%
-- Net rental income: GBP4.2 million
-- Vacancy rate: 16.9%
-- Market value (2020): GBP68.9 million

S&P Global Ratings' key assumptions:

-- S&P Global Ratings vacancy: 15.0%
-- S&P Global Ratings expenses: 20.0%
-- S&P Global Ratings NCF: GBP5.2 million
-- S&P Global Ratings value: GBP53.7 million
-- S&P Global Ratings cap rate: 9.25%
-- Haircut-to-market value: 22.1%
-- S&P Global Ratings LTV ratio (before recovery rate
adjustments): 119.0%

Other analytical considerations

S&P also analyzed the transaction's payment structure and cash flow
mechanics. It assessed whether the cash flow from the securitized
asset would be sufficient, at the applicable rating, to make timely
payments of interest and ultimate repayment of principal by the
floating-rate notes' legal maturity date, after considering
available credit enhancement and allowing for transaction expenses
and external liquidity support.

As of the April 2022 interest payment date, the liquidity facility
balance is GBP3.4 million. There has been no drawing to date. The
properties are generating sufficient cash flow to service the
loan.

S&P's analysis also includes a full review of the legal and
regulatory risks, operational and administrative risks, and
counterparty risks. Its assessment of these risks remains unchanged
since closing and is commensurate with the ratings.

Rating actions

S&P siad, "Our ratings in this transaction address the timely
payment of interest, payable quarterly, and the payment of
principal no later than the legal final maturity date in July
2028.

"In our view, the transaction's credit quality has declined due to
the effects of the COVID-19 pandemic, as well as rising occupancy
costs and declining consumer confidence. We believe this may
continue to negatively affect the cash flows available to the
issuer. The environment remains challenging for retail tenants, and
we have factored this into our analysis with our lower S&P Global
Ratings NCF and higher S&P Global Ratings cap rate.

"The S&P Global Ratings LTV ratio has increased to 119.0%% (from
112.8%) due to our revised S&P Global Ratings value for the Maroon
loan. We have therefore lowered our ratings on the class A, B, C,
D, and E notes to 'A (sf)', 'BBB- (sf)', 'B (sf)', 'CCC+ (sf)', and
'CCC (sf)', from 'AA- (sf)', 'A- (sf)', 'BB+ (sf)', 'B- (sf)', and
'CCC+ (sf)', respectively.

"In our analysis, the class D and E notes did not pass our 'B'
rating level stresses, because the S&P Global Ratings LTV ratios on
the class D and E notes are 113.3% and 119.0%, respectively.
Therefore, we applied our 'CCC' criteria to assess if either a
rating in the 'B-' or 'CCC' category would be appropriate. For
structured finance issues, expected collateral performance and the
level of credit enhancement are the primary factors in our
assessment of the degree of financial stress and likelihood of
default. We performed a qualitative assessment of the key
variables, together with an analysis of performance and market
data.

"We have lowered to 'CCC+ (sf)' from 'B- (sf)' our rating on the
class D notes and have lowered to 'CCC (sf)' from 'CCC+ (sf)' our
rating on the class E notes. We believe the repayment of these
classes is dependent upon favorable business, financial, and
economic conditions and that they face at least a one-in-two
likelihood of default. In our view, the market LTV of 92.8% (based
on a pre-COVID January 2020 valuation) is not reflective of current
market conditions for shopping centers. Among the U.K. shopping
center values that we surveil, values dropped between 11% to 50%
during Q1 2020 and Q3 2021. Therefore, we believe the market LTV is
at or above 100%."

HARLAND & WOLFF: Wins GBP55MM Defence Contract Amid HMRC Tax Row
----------------------------------------------------------------
Howard Mustoe and Oliver Gill at The Telegraph report that the
troubled Belfast shipyard that built the Titanic has been rescued
with a GBP55 million defence contract just weeks after the tax
authorities tried to have the business shut down.

Harland & Wolff has won the first defence contract since being
acquired three years ago to overhaul minesweeper vessels in what it
describes as a "watershed" moment, The Telegraph relates.

The award comes less than a month after Harland & Wolff became
embroiled in a row with HM Revenue & Customs, The Telegraph notes.

HMRC petitioned to have the company wound up for the second time
this year in June over an alleged unpaid bill of GBP92,275, The
Telegraph discloses.

The company insisted that the most recent legal claim was made in
error, The Telegraph notes.  The taxman, however, said it took
action "where appropriate", The Telegraph relays.

The Ministry of Defence on July 12 refused to comment on whether
two winding up petitions issued by HMRC -- issued against Harland &
Wolff in recent months -- were considered in its decision-making
process, The Telegraph recounts.

The most recent court action was filed by HMRC against Harland &
Wolff subsidiary Arnish, which operates on a 38-hectare development
site located on the North West coast of Scotland, on the Isle of
Lewis, The Telegraph discloses.

Three months earlier, the taxman issued another of Harland & Wolff
subsidiaries, Firth of Forth shipyard Methil, with a winding up
petition, The Telegraph notes.

Both petitions were subsequently withdrawn, according to The
Telegraph.

Harland & Wolff insisted that its accounting system had led to some
of its problems with alleged debts owed to HMRC, The Telegraph
discloses.

Harland & Wolff is part of a team in the running to build support
ships for the Royal Navy as the force tries to diversify its
choices beyond the dominant navy shipbuilders BAE Systems and
Babcock.  But there is a large question mark over whether there is
enough work to support more than a few military shipyards in the UK
in the long term.

Harland & Wolff was saved from closure in 2019 after its ship
building business dried up and has since reinvented itself, winning
a contract to overhaul Cunard's Queen Victoria and P&O Cruises'
ship Aurora, The Telegraph recounts.


THREE WAYS HOTEL: Bought Out of Administration, 56 Jobs Saved
-------------------------------------------------------------
Hannah Baker at BusinessLive reports that a Cotswolds hotel that
appointed administrators after facing "significant financial
challenges" has been sold in a deal that has saved all 56 jobs.

Classic Country Hotels, which trades as Three Ways House Hotel in
Chipping Campden, appointed Steven Ross and Allan Kelly of
specialist business advisory firm FRP as administrators on July 7,
BusinessLive relates.

According to BusinessLive, the 48-bedroom hotel struggled during
the Covid-19 pandemic and was unable to meet its financial
obligations, according to FRP Advisory, which said the hotel had
become insolvent.

The administrators agreed a pre-pack sale of the business to a new
owner, the name of which has not been disclosed, and all employees
have been transferred over as part of the deal, BusinessLive
discloses.  The hotel will continue to operate under the Three Ways
House Hotel name, BusinessLive notes.

Mr. Ross, as cited by BusinessLive, said: "The hospitality sector
has faced significant challenges as lockdown restrictions disrupted
regular trading which put long-term pressures on their finances.
While the industry is now getting back on its feet, many businesses
are still struggling to recover from the past two years.

"This deal ensures all the employees will transfer across to the
new business and represents a fresh start for what is a popular
hotel with a strong client base.  We wish the team at Three Ways
Hotel every success as they take the business forward."


[*] UK: South West Corporate Insolvencies Up 78% in 1st Half 2022
-----------------------------------------------------------------
Matthew Ord at Insider Media reports that the number of corporate
insolvencies seen across the South West rose by 78% during the
first six months of 2022, according to new data, as inflation,
rising interest rates and energy costs, supply chain disruption and
ongoing geo-political uncertainty continued to create pressure.

According to Insider Media, analysis of notices in The Gazette by
Interpath Advisory reveals that a total of 48 companies across the
region fell into administration from January to June 2022 -- up
from 27 during the same period in 2021.

This mirrors the UK picture, which saw a total of 451 fall into
administration in H1 2022 -- up from 312 companies in H1 2021, but
still not back at the pre-pandemic levels of 655 in H1 2020 and 686
in H1 2019, Insider Media discloses.

March also saw the highest monthly levels of administrations since
July 2020, with 101 appointments, Insider Media notes.

"Businesses up and down the country continue to be buffeted by an
array of headwinds, from inflation and interest rate rises, to
supply chain disruption and staff shortages, not forgetting the war
in Ukraine and now political uncertainty on the home front with the
impending change in Prime Minister," Insider Media quotes Lee
Swinerd, director at Interpath Advisory and head of the firm's
Bristol team, as saying.

"Inflation -- both in terms of input costs and wages -- is proving
to be a particular challenge, as organisations tread that fine line
of how much they can pass rising input costs on to customers, while
wrestling with the conundrum of balancing pay rises against
double-digit inflation."

He added: "With five consecutive interest rises over recent months,
and undoubtedly more to come, plus fuel and energy costs continuing
to rise, there's no surprise that both consumers and businesses
alike are thought to be preparing to batten down the hatches in the
autumn."

Swinerd noted that a "large number of businesses were propped up"
during the pandemic by a range of government support schemes,
coupled with a "supportive lending environment, leading to higher
availability of cash".



                           *********


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 2022.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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written permission of the publishers.

Information contained herein is obtained from sources believed to
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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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