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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

          Friday, July 22, 2022, Vol. 23, No. 140

                           Headlines



B E L A R U S

BELARUS: Fitch Downgrades LT Foreign Currency IDR to 'RD'
DEVELOPMENT BANK: Fitch Affirms 'C' ShortTerm IDR


G E R M A N Y

ALPHA GROUP: Fitch Ups IDR to 'CCC+' on Improved Cash Generation
SPRINGER NATURE: S&P Affirms 'B+' Long-Term ICR, Outlook Stable


I T A L Y

SIENA MORTGAGES 07-5 : Fitch Affirms B- Rating on Class C Tranche


N E T H E R L A N D S

SPRINT HOLDCO: S&P Assigns Preliminary 'B' LT ICR, Outlook Stable


S P A I N

BANCO DE CREDITO: S&P Alters Outlook to Pos., Affirms 'BB/B' ICRs
FTA UCI 16: Fitch Affirms 'CC' Rating on 2 Tranches, Outlook Stable
HIPOCAT RMBS: Fitch Affirms C Ratings on 3 Tranches, Outlook Stable


S W I T Z E R L A N D

DUFRY AG: S&P Places 'B+' Long-Term ICR on CreditWatch Positive


T U R K E Y

PEGASUS HAVA: Fitch Corrects Error, Cuts Unsec. Notes Rating to B+
TURK HAVA: Fitch Affirms 'B' LT IDR, Alters Outlook to Neg.
TURKIYE SISE: Fitch Cuts LongTerm FC IDR to 'B', Outlook Neg.
ULKER BISKUVI AS: Fitch Lowers IDR to 'B', On Rating Watch Neg.


U N I T E D   K I N G D O M

A W CURTIS: Enters Liquidation, 60 Jobs Affected
CANTERBURY FINANCE 1: Fitch Affirms  'BB+' Class F Notes Rating
CATHEDRAL HOTEL: Enters Administration, Halts Operations
CONSTELLATION AUTOMOTIVE: Fitch Affirms IDR at B-, Outlook Stable
HOWDEN GROUP: S&P Affirms 'B' LT ICR on TigerRisk Acquisition

NEWDAY FUNDING 2022-2: Fitch Assigns B+(EXP) Rating to Cl. F Notes
PRIMROSE'S KITCHEN: Rollagranola Acquires Business
TOGETHER ASSET 2022-1ST1: Fitch Puts BB(EXP) Rating to Cl. E Notes
TOGETHER ASSET 2022-1ST1: S&P Assigns Prelim 'BB' Rating to E Notes
TRINITY HOTEL: Covid-19 Pandemic Prompts Administration

VERY GROUP: Fitch Affirms 'B-' LT IDR, Alters Outlook Stable
WOODMACE LTD: Bought Out of Administration by Former Owner


X X X X X X X X

[*] BOOK REVIEW: Hospitals, Health and People

                           - - - - -


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

BELARUS: Fitch Downgrades LT Foreign Currency IDR to 'RD'
---------------------------------------------------------
Fitch Ratings has downgraded Belarus' Long-Term Foreign-Currency
(LTFC) Issuer Default Rating (IDR) to 'RD' (restricted default)
from 'C'.

Fitch typically does not assign Outlooks for sovereigns with a
rating of 'CCC+', or below.

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 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 date for Fitch's sovereign rating on Belarus will
be October 28 2022 but Fitch believes that developments in the
country warrant such a deviation from the calendar and Fitch's
rationale for this is set out in the High weight factors of the Key
Rating Drivers section below.

KEY RATING DRIVERS

The downgrade reflects the following key rating drivers and their
relative weights:

HIGH

Grace Period Ends: Following expiry of the 14-day grace period on
the 2027 Eurobond coupon payment, on 13 July 2022, Fitch has
downgraded Belarus's LTFC IDR to 'RD' and the affected security to
'D', both from 'C'.

On 29 June, the Ministry of Finance, Council of Ministers and the
National Bank of Belarus jointly announced that payments due in US
dollars on Eurobonds will instead be transferred in Belarussian
rubles into an account at ASB Belarusbank that could be accessed by
the paying agent.

The local currency for a US dollar interest payment on the 2027
Eurobond was made under this process on June 29. This contravenes
bond documentation that does not allow for settlement in
alternative currencies. The payment was not fulfilled under the
original terms and not made by the end of the grace period.

Fitch has downgraded Belarus's 2027 foreign-currency issue rating
to 'D' from 'C', and affirmed the other four foreign-currency issue
ratings at 'C'.

Local Currency Debt Unaffected: The downgrade applies only to the
government's long-term external debt obligations. Fitch has
affirmed Belarus's Long-Term Local-Currency IDR at 'CCC', as the
government has continued to service local-currency debt and Fitch
does not view the default risk on this debt has materially changed
since Fitch's previous review on July 7 2022. Fitch has also
affirmed Belarus's Short-Term IDRs at 'C' and the Country Ceiling
at 'B-'.

ESG - Governance: Belarus has an ESG Relevance Score (RS) of '5'
for both political stability and rights and for the rule of law,
institutional and regulatory quality and control of corruption, as
is the case for all sovereigns. These scores reflect the high
weight that the World Bank Governance Indicators (WBGI) have in
Fitch's proprietary Sovereign Rating Model (SRM). Belarus has a low
WBGI ranking at the 24th percentile, reflecting the high
concentration of power in the hands of President Lukashenko who has
been in office since 1994, a low level of rights for participation
in the political process and moderate institutional capacity.

ESG - Creditor Rights: Belarus has an ESG Relevance Score (RS) of
'5' for creditor rights as willingness to service and repay debt is
highly relevant to the rating and is a key rating driver with a
high weight.

ESG - International Relations and Trade: Belarus has an ESG
Relevance Score of '5' for international relations and trade,
reflecting the detrimental impact of sanctions and close economic
linkages, dependence on bilateral financial support and complex
relationship with Russia, which are highly relevant to the rating
and a key rating driver with a high weight.

RATING SENSITIVITIES

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

-- The Long-Term Local-Currency IDR would be downgraded if Fitch
    assesses there has been a deterioration in Belarus's capacity
    and/or willingness to service its local-currency-denominated
    debt;

-- The individual foreign-currency Eurobonds rated at 'C'
    (maturing 2023, 2026, 2030 and 2031) would be downgraded on
    failure to make respective payments in line with the original
    terms and within the applicable grace period.

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

-- The LTFC IDR could be upgraded if Fitch judges there has been
    a normalisation of relations with international creditors
    through a commercial debt restructuring or a resumption of
    payments on the affected Eurobonds in line with the original
    terms and clear signs that the government is willing and able
    to continue to make payments.

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)
In accordance with its rating criteria, Fitch's sovereign rating
committee has not utilised the SRM and QO to explain the ratings in
this instance. Ratings of 'CCC+' and below are instead guided by
Fitch's rating definitions.

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

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

Belarus has an ESG Relevance Score of '5' for political stability
and rights as WBGI have the highest weight in Fitch's SRM and are
therefore highly relevant to the rating and a key rating driver
with a high weight. As Belarus has a percentile rank below 50 for
the respective governance indicator, this has a negative impact on
the credit profile.

Belarus has an ESG Relevance Score of '5' for rule of law,
institutional & regulatory quality and control of corruption as
WBGI have the highest weight in Fitch's SRM and are therefore
highly relevant to the rating and are a key rating driver with a
high weight. As Belarus has a percentile rank below 50 for the
respective governance indicator, this has a negative impact on the
credit profile.

Belarus has an ESG Relevance Score of '5' for creditor rights as
willingness to service and repay debt is highly relevant to the
rating and a key rating driver with a high weight. On 13 July 2022,
the grace period expired on a foreign-currency-denominated bond
payment that was not fulfilled in line with the original terms,
which has a negative impact on the ratings.

Belarus has an ESG Relevance Score of '5' for international
relations and trade, reflecting the detrimental impact of sanctions
and close economic linkages, dependence on bilateral financial
support and complex relationship with Russia, which are highly
relevant to the rating and a key rating driver with a high weight.
This has a negative impact on the credit profile.

Belarus has an ESG Relevance Score of '4' for human rights and
political freedoms as the voice and accountability pillar of the
WBGI is relevant to the rating and a rating driver. As Belarus has
a percentile rank below 50 for the respective governance indicator,
this has a negative impact on the credit profile.

Except for the matters discussed above, the highest level of ESG
credit relevance, if present, 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 to the way in which they
are being managed by the entity.

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

Belarus               LT IDR      RD    Downgrade    C

                      ST IDR      C     Affirmed     C

                      LC LT IDR   CCC   Affirmed     CCC

                      LC ST IDR   C     Affirmed     C

                      Country     B-    Affirmed     B-
                      Ceiling

   senior unsecured   LT          D     Downgrade    C

   senior unsecured   LT          C     Affirmed     C

DEVELOPMENT BANK: Fitch Affirms 'C' ShortTerm IDR
-------------------------------------------------
Fitch Ratings has downgraded JSC Development Bank of the Republic
of Belarus' (DBRB) Long-Term Foreign-Currency Issuer Default Rating
(IDR) to 'CC' from 'CCC'. A full list of rating actions is provided
below.

The rating actions follow the downgrade of Belarus's sovereign
rating to 'RD' on 18 July 2022.

KEY RATING DRIVERS

The downgrade of DBRB's Long-Term Foreign-Currency IDR and senior
unsecured debt rating follows the default on Belarus's sovereign
Eurobond. The sovereign default follows the announcement by the
Ministry of Finance on 29 June that payments due in US dollars on
sovereign Eurobonds will instead be transferred in Belarussian
rubles into an account at ASB Belarusbank that could be accessed by
the paying agent.

The terms of DBRB's outstanding USD500 million Eurobond include a
cross-default clause on the sovereign debt of Belarus. Therefore,
the sovereign default could trigger an acceleration of repayment of
the bond's principal, which in Fitch's view would likely result in
a default, given that DBRB's foreign- currency liquidity is
considerably less than the notional amount of the bank's USD500
million Eurobond. Therefore, in Fitch's view, DBRB's default is now
probable, which corresponds to Fitch's definition for a 'CC'
rating.

Any decision by DBRB to repay obligations in a currency different
to the contracted one (US dollar for DBRB's Eurobond) would be
treated as an event of default.

The downgrade of DBRB's government support rating (GSR) to 'cc'
from 'ccc' reflects very high uncertainty in respect to the ability
and propensity of the sovereign to provide support for the bank in
meeting its foreign-currency obligations. In Fitch's view such
support cannot be relied upon.

The affirmation of DBRB's Long-Term Local-Currency IDR at 'CCC'
reflects the greater ability of the sovereign to provide support
for the bank in local currency, as reflected in Belarus's own
Long-Term Local-Currency IDR of 'CCC'.

DBRB has a legally-defined policy role in implementing the state's
economic and social policy objectives. The government controls the
bank through a 96.8% stake owned by the Council of Ministers of
Belarus, and has subsidiary liability on DBRB's bond obligations.

Sanctions imposed on Belarus and DBRB restrict the bank's ability
to tap external capital markets and its access to SWIFT services,
constraining its funding and liquidity.

VIABILITY RATING

Fitch does not assign DBRB a Viability Rating due to its special
legal status, policy role as a development institution and its
close association with the state.

RATING SENSITIVITIES

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

Failure to make a timely payment on DBRB's outstanding Eurobond in
line with original terms including if triggered by a potential
repayment acceleration as per the cross-default clause would lead
to a downgrade of the Long-Term Foreign-Currency IDR;

Announcement of a distressed debt exchange would lead to a
downgrade of the Long-Term Foreign-Currency IDR;

The Long-Term Local-Currency IDR would be downgraded to 'CC' if the
sovereign defaults on its local-currency debt, or to 'C' if the
bank announces plans to restructure its own local-currency
obligations.

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

-- The Long-Term Foreign-Currency IDR would be upgraded if the
    Eurobond repayment is not accelerated or any amounts due are
    paid in a timely manner and in the original currency (US
    dollar);

-- The bank's ratings could also be upgraded in the event of a
    sovereign upgrade.

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

DBRB's ESG Relevance Score for governance structure has been
revised to '4' from '3' to reflect the risk of non-payment being
directed on DBRB by the Belarusian authorities. This has a negative
impact on its credit profile and is 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.

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

JSC Development       LT IDR       CC    Downgrade   CCC
Bank of the
Republic of Belarus

                      ST IDR       C     Affirmed    C

                      LC LT IDR    CCC   Affirmed    CCC

                      Government   cc    Downgrade   ccc
                      Support

   senior unsecured   LT           CC    Downgrade   CCC



=============
G E R M A N Y
=============

ALPHA GROUP: Fitch Ups IDR to 'CCC+' on Improved Cash Generation
----------------------------------------------------------------
Fitch Ratings has upgraded Alpha Group SARL's (A&O) Issuer Default
Rating (IDR) to 'CCC+' from 'CCC' and has upgraded its senior
secured rating to 'B-' with a Recovery Rating of 'RR3', from
'CCC+'.

The upgrade reflects the reinforced liquidity position and
improving internal cash generation as a result of a gradual
recovery of demand. Fitch estimates that the current level of cash
gives the company enough of a buffer to run its operations despite
market conditions remaining volatile until the end of 2023.

The 'CCC+' IDR also reflects the prospects of total adjusted
debt/EBITDAR reducing to or below 9.0x in 2022-2023 and below 7.5x
by 2024 from the exceptionally high levels during the pandemic.
This will be critical to the refinancing in 2023-2024 as maturities
of its revolving credit facility (RCF) and term loan B (TLB)
approach in January 2024 and 2025, respectively. Fitch's view on
deleveraging is supported by the company's improved operating
prospects for 2022 and 2023 as travelling restrictions have eased
and the leisure segment recovers, driven by significant pent-up
demand. Fitch expects A&O's low-cost structure to facilitate the
absorption of inflationary pressures.

KEY RATING DRIVERS

Reinforced Liquidity: Resumption of operations, the EUR15 million
shareholder injection, and Covid-19-related reliefs allocated to
the industry allowed the company to improve its cash position
despite still-negative EBITDA in 2021. With EUR59 million of
available cash as of end-2021 (excluding restricted cash), Fitch
considers that A&O has improved its liquidity buffer enough to face
potential setbacks. Steady trading recovery will be essential for
the group maintaining a satisfactory liquidity headroom. Fitch's
rating case projects positive FCF from 2023, which would further
reinforce the company's cash position over the forecast horizon.

Gradual Revenue Recovery: Fitch forecasts a strong recovery in
2022, primarily driven by the leisure segment and the unprecedented
pent-up demand, although lessening consumer confidence will slow
the revenue rebound in 2023. Nevertheless, Fitch considers that, in
such scenario, A&O could benefit from some midscale travellers
trading down to budget options. Fitch expects A&O's revenue per
available bed to recover in 2022 to almost 90% of 2019 levels
(2023: 92%) before recovering completely in 2024. In an effort to
front-load inflationary pressures, average daily rates are assumed
to be above pre-pandemic levels in 2022.

Deleveraging Key, High Refinancing Risk: Fitch expects the
company's leverage to remain high over the forecast horizon, with
an adjusted debt/EBITDAR expected at 9x as of end-2022, and falling
to 8.5x in 2023. This, given the RCF maturing in January 2024 and
the TLB maturing in January 2025, leads to high refinancing risk.
Fitch consequently views deleveraging over 2022-2024 as being
critical to refinancing. The rating of the company could be revised
downwards in case of a lack of any evidence of refinancing
possibilities by the end of 2023.

EBITDA to Turn Positive in 2022: The company has demonstrated an
optimised low-cost structure base and cost-absorption capacity,
which, however, was insufficient to avoid a negative EUR7 million
EBITDA in 2021, as calculated by Fitch, due to predominantly fixed
rents. Due to revenue recovery, Fitch forecasts a positive EBITDA
in 2022 to increase towards a 28% margin by 2025. Cutting cost
measures and above-average ability to pass-through cost inflation
both contribute to A&O's resilience. Profitability will
nevertheless remain under pressure due to inflation and energy
price increases.

Concentration Risk: A&O has steadily grown to become one of the
largest hostel chains in Europe. It continued expanding during the
pandemic with a recent new leased opening in Edinburgh. However,
its predominant exposure to Germany and to groups of travellers
makes it vulnerable to potential shocks given its concentration
risk in narrowly defined addressable markets and its urban
positioning, which is attracting less demand than holiday
destinations.

Business Model Intact: A&O has an attractive lodging option for
large and small groups in several cities across Europe, coupled
with an efficiently managed low-cost base. Once the pandemic and
war in Ukraine abate, A&O has the potential to rapidly capitalise
on supportive market trends and grow into a Europe-wide brand
benefitting from travellers switching towards budget alternatives
and from its lower-than-average break-even occupancies. Economy
alternatives are proving to be more resilient after lockdowns than
upmarket accommodation.

DERIVATION SUMMARY

A&O is one of the largest hostel chains in Europe, with a strong
market position in Germany. However, it still ranks significantly
behind such global peers as NH Hotel Group S.A. (B/Stable),
Radisson Hospitality AB or Whitbread PLC (BBB-/Stable) in revenues
and number of rooms.

Based on daily rates, A&O is one of the cheapest options for
travellers, particularly compared with other urban operators in the
economy segment, such as Accor SA (BB+/Stable) and Travelodge, or
with the midscale segment, such as NH Hotels.

A&O's profitability is structurally above that of other operators
with a similar portfolio mix, but still far behind that of leaders
such as Marriott International, Inc.

The delayed recovery of traveller flows and a fairly high share of
fixed costs result in A&O's total adjusted debt/EBITDA of 8.9x in
2022, keeping the chain in the 'CCC' rating category. High
leverage, limited financial flexibility, the vulnerability of group
trips, and a much smaller scale justify the rating differences
compared to close-rated peers.

KEY ASSUMPTIONS

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

-- Revenue still around 12% and 8% behind pre-pandemic levels in
    2022 and 2023, respectively, driven by weak revenue per
    available bed;

-- Positive EBITDA in 2022 with margins still behind pre-pandemic

    levels until 2024 in light of the inflationary environment;

-- Capex increase to EUR13 million and EUR12 million for 2022 and

    2023, respectively, after two years of minimum investment;

-- No dividend distributions;

-- Refinancing of TLB in 2024, with a 7.0% cash margin.

Recovery Assumptions

-- Fitch estimates that A&O would be liquidated in bankruptcy
    rather than restructured as a going-concern;

-- 10% administrative claim;

-- The liquidation estimate reflects Fitch's view that the hotel
    properties (valued by an external third party in 2017) and
    other assets can be realised in a liquidation and distributed
    to creditors in a default;

-- Haircut of 45% applied to the value of owned properties based
    on company's valuations.

-- These assumptions result in a recovery rate for the senior
    secured debt within the 'RR3' range leading to a one-notch
    uplift to the debt rating to 'B-' from the IDR. This results
    in an unchanged waterfall generated recovery computation
    (WGRC) output percentage of 69%, based on current metrics and
    assumptions.

RATING SENSITIVITIES

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

-- Quicker-than-assumed recovery from the market shock including
    EBITDA margin recovery to pre-pandemic levels;

-- Clear resumption of deleveraging path with FFO adjusted
    leverage decreasing towards 7.5x or lease adjusted
    debt/EBITDAR falling below 6.5x;

-- Operating EBITDAR/gross interest paid + rents consistently
    above 2.0x.

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

-- Trading performance failing to recover, leading to negative
    FCF and an erosion of liquidity;

-- No evidence of refinancing possibilities by end of 2023;

-- Inability to deleverage from FFO adjusted gross leverage of
    10x or lease adjusted net debt/EBITDAR consistently above
    9.0x;

-- Operating EBITDAR/interest + rents weakening below 1.5x.

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

Restored Liquidity: A&O had EUR59 million of unrestricted cash on
its balance sheet at end-2021, doubling the amount of end-2020.
This rebuilt position is the result of a shareholder loan of EUR15
million received in June 2021 and material fixed-cost relief
grants, allow the company to comply with the minimum EUR10 million
cash required in exchange for its covenant waiver (until September
2022). Based on Fitch's rating case, Fitch projects that A&O will
be able to partly reimburse its drawn RCF of EUR35 million in 2022,
restoring certain liquidity headroom to address any contingency.

For the purpose of Fitch's liquidity analysis, Fitch excludes EUR3
million of cash (considered restricted cash), blocked as a deposit
for landlords or required in daily operations not available for
debt servicing. A&O has a concentrated funding structure with its
RCF maturing in January 2024 and a EUR300 million term loan B (TLB)
due in January 2025.

ISSUER PROFILE

Alpha Group SARL is the top entity in a restricted group that owns
A&O, a Germany-based youth travel hotel and hostel operator with a
leading network of leased and owned properties in major European
cities (mostly in Germany), particularly focused on group
travellers.

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
   ----              ------                --------    -----

Alpha Group         LT IDR   CCC+   Upgrade            CCC
SARL

   senior secured   LT       B-     Upgrade    RR3     CCC+

SPRINGER NATURE: S&P Affirms 'B+' Long-Term ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings affirmed its 'B+' long-term issuer credit rating
on academic publisher Springer Nature and its 'B+' issue rating on
its senior secured debt.

The stable outlook reflects S&P's expectation that Springer Nature
will continue to increase revenue on an organic basis and post an
adjusted EBITDA margin of 27%-28% in 2022, supported by management
of operating expenses that will offset cost inflation, allowing it
to gradually reduce S&P Global Ratings-adjusted leverage.

Resilient operational performance and debt repayment supports the
company's deleveraging. S&P said, "We forecast Springer Nature's
revenue will increase by 3%-5% in 2022, compared with 4.6% in 2021,
thanks to continued recovery in the education, health, and
professional segments, and due to favorable foreign exchange
movements. We also expect that the company will be able to largely
offset inflationary cost pressures through cost savings and
increased revenue that supports operating income increases
(operating leverage). This should lead to moderate EBITDA growth, a
stable EBITDA margin of 27%-28%, and sizeable positive FOCF. That
will, in turn, enable the company to use a portion of its ample
cash balance (EUR613 million at the end of the first quarter of
2022) to pay down its debt. We expect this will decrease the
company's S&P Global Ratings-adjusted leverage to about 8x (or 5.2x
excluding shareholder loans and preference shares) in 2022-2023,
compared with 8.8x (or 6.1x excluding shareholder loans and
preference shares) in 2021."

Springer Nature's business model is resilient against weaker
macroeconomic environment in 2022. S&P thinks Springer Nature's
short-term operating performance will be little effected by slowing
global economic growth and persistently high inflation and forecast
the company will maintain 3%-5% organic revenue growth in 2022.
Springer Nature derives more than 60% of its revenue from
subscriptions, mainly in its research and professional divisions,
which benefit from multiyear contracts with longstanding clients.
The group's organic revenue growth has benefitted from the rising
number of researchers, and an increasing number of articles being
submitted and published. S&P thinks that Springer Nature will
successfully manage the ongoing transition to an open-access model,
though the company's revenue could come under pressure in the next
two to three years if a sustained economic downturn leads to
academic research budget cuts.

Strong market position in academic publishing and good cash flows
support the rating. Springer Nature benefits from its strong market
standing in academic publishing and its geographical and business
diversification. Springer Nature is the leading global publisher of
academic books in English, the second-largest academic publisher by
revenue, and one of the four largest publishers globally--the
others being Elsevier S.A. (a division of RELX PLC),
Wiley-Blackwell (John Wiley & Sons Inc.), and Taylor and Francis (a
division of Informa PLC). S&P's estimate that Springer Nature has
about 13% of the market for subscription journals and 30% of
academic books. This supports stable and predictable revenue
streams, earnings, and cash flows.

Significant content expenditure weighs on the company's EBITDA. S&P
said, "We treat the company's content investment as an operating
expense, consistent with its media industry peers. Following an
additional disclosure in the company's annual report, we have
included amortization of content costs in our calculation of
adjusted EBITDA. In our view, Springer's adjusted EBITDA margin of
about 28% compares well with that of its rated peers. We expect the
company will maintain content investment at broadly the same level
in the coming years, supporting its profitability."

S&P said, "The stable outlook reflects our expectation that
Springer Nature will maintain 3%-5% revenue growth and an adjusted
EBITDA margin of 27%-28%, supported by subscription renewal,
increasing global investment in research, and Springer Nature's
tight control over operating costs. Consequently, we expect that
the group's adjusted leverage will decrease to 7.7x-8.3x in
2022-2023 and FOCF to debt will be over 6%."

S&P could lower the rating if:

-- Springer Nature's operating performance fell materially below
our expectations, for example due to weaker revenue growth than we
forecast, pricing pressures, or an inability to control operating
costs, such that the adjusted EBITDA margin dropped significantly.

-- Adjusted leverage increased to more than 9.5x (or 6.5x
excluding shareholder loans), and FOCF generation fell
substantially short of our forecast, translating to FOCF to debt of
less than 5% (excluding shareholder loans).

-- The group's credit metrics were to weaken due to large
debt-funded acquisition or shareholder remuneration.

S&P said, "We consider it unlikely that we will raise our rating
given the company's highly leveraged capital structure, accruing
shareholder loan and preference shares, and financial sponsor
ownership. Over the longer term, we could raise the rating if the
capital structure materially changed such that the group's adjusted
leverage reduced to less than 5.0x and the financial policy becomes
more conservative, supporting lower leverage. This could happen for
example if the company's private equity sponsor reduced its
ownership of the company or pursued an exit through an IPO."

ESG credit indicators: E-2, S-2, G-3




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

SIENA MORTGAGES 07-5 : Fitch Affirms B- Rating on Class C Tranche
-----------------------------------------------------------------
Fitch Ratings has taken multiple rating actions on Siena Mortgages
07-5 S.P.A (SM07-5), Siena Mortgages 07-5 S.P.A Series 2 (SM07-5
S2) and Siena Mortgages 09-6 S.r.l. (SM09-6) as detailed below.

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

Siena Mortgages 07-5 S.P.A

Class A   LT   AA-sf   Affirmed    AA-sf
IT0004304223

Class B   LT   AA-sf   Affirmed    AA-sf
IT0004304231

Class C   LT   B-sf    Affirmed    B-sf
IT0004304249

Siena Mortgages 09-6 S.r.l.

A         LT   AAsf    Affirmed    AAsf
IT0004488794

B         LT   AAsf    Affirmed    AAsf
IT0004488810

C         LT   AAsf    Upgrade     A+sf
IT0004488828

Siena Mortgages 07-5 S.P.A Series 2

Class A   LT   A+sf    Downgrade   AA-sf
IT0004353808

Class B   LT   A+sf    Downgrade   AA-sf
IT0004353816

Class C   LT   B-sf    Affirmed    B-sf
IT0004353824

TRANSACTION SUMMARY

The three Italian RMBS transactions were originated by Banca Monte
dei Paschi di Siena (BMPS, B/Evolving/B) and its subsidiaries.

KEY RATING DRIVERS

SM07-5 S2 Ratings Capped at 'A+sf': The downgrade of the class A
and B notes of SM07-5 S2 reflects Fitch's view of unmitigated
payment interruption in rating scenarios exceeding the current
rating cap of 'A+sf'. Fitch has tested the current reserve amount
coverage in the short-to-medium term and determined that the cash
reserve, which is below the floor and has been subject to
continuous drawings, is not adequate to mitigate payment
interruption risk in scenarios exceeding the 'Asf' rating category.
The cash reserve is equal to EUR15.4 million (60% of its target)
and can be drawn to cover asset losses.

Payment interruption risk is mitigated up to 'A+sf' as the servicer
(BMPS) holds funds for no longer than two business days and Fitch
deems it an operational-continuity bank under its Structured
Finance and Covered Bonds Counterparty Rating Criteria.

Continuous Cash Reserves Drawings: As of May 2022 payment date the
cash reserve amounts of SM07-5 and SM09-6 were respectively 60% and
97% of the target amounts, and may be further drawn down to
provision for new defaults. The cash reserve balances have been
decreasing over the last three years for SM07-5 while remaining
stable for SM09-6.

For SM07-5 and SM09-6, Fitch believes that the cash reserve size,
after factoring in further expected drawings, is adequate to
mitigate payment interruption risk. In its analysis Fitch has
determined that cash reserves currently available can cover at
least three months of senior costs and interest payments on the
rated notes in the short-to-medium term. However, Fitch believes
that payment interruption risk may become a key rating driver in
the longer term for SM07-5, which underlines the Negative Outlook
on its class A and B notes.

Increasing Credit Enhancement: The upgrade of SM09-6's class C
notes, alongside the rating affirmations on its other class of
notes, reflects Fitch's view of sufficient protection by credit
enhancement (CE) to absorb the projected losses that are
commensurate with the current ratings. Fitch also views payment
interruption risk as mitigated based on the current reserve amount
and its expected coverage in the short-to-medium term. For all
three transactions, Fitch expects the CE ratios to build up as
sequential amortisation of the notes continues.

Reduced Excess Spread Risk: The Negative Outlook on the class C
notes of SM07-5 and SM07-5 S2 reflects that CE is entirely provided
by the available cash reserves, which leaves the ratings of the
junior class notes vulnerable to excess-spread dynamics. As the
transactions move into their tail period, the weighted average (WA)
cost of the notes will increase and will be higher than the
payments made by swaps to the issuers. As a result, Fitch expects
payments to those tranches to become highly reliant on cash-reserve
drawings, reducing the available support to those junior class
notes even if the risk of default on these notes is not imminent.

As it approaches its tail, SM09-6 is exposed to a similar rise in
the WA cost of notes. However, the transaction features a larger
cash reserve with a current amount nearly equal to its original
target amount, thus providing more support to the class C notes.
This is reflected in the higher rating of SM09-6's class C notes.

'AAsf' Rating Cap for SM09-6: SM06-9's notes' ratings are capped at
the maximum achievable 'AAsf', six notches above Italy's Issuer
Default Rating (IDR), in line with Fitch's Structured Finance and
Covered Bonds Country Risk Rating Criteria. The Stable Outlook
reflects that on the sovereign rating.

Governance - Elevated ESG Score: SM07-5 S2 has an ESG Relevance
Score of '5' for Transaction & Collateral Structure, due to payment
interruption risk which has a negative impact on the credit
profile, and is highly relevant to the rating, resulting in a
change to the rating of two notches for both transactions.

RATING SENSITIVITIES

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

The ratings of the class A, B and C notes of SM09-6 are sensitive
to changes in Italy's Long-Term IDR. Downgrades to Italy's IDR and
hence the rating cap for Italian structured finance transactions
could trigger similar downgrades of the notes rated at this level.

Further drawings on the cash reserves of SM07-5 may result in
unmitigated payment interruption risk and therefore negatively
affect the ratings of its class A and B notes.

Further drawings on the cash reserves of SM07-5 and SM07-5 S2 would
reduce the available CE of class C of both transactions and could
trigger a downgrade on that class of notes.

Deterioration in asset performance beyond Fitch's assumptions could
also trigger negative rating action on the notes.

Fitch has revised its global economic outlook forecasts as a result
of the Ukraine war and related economic sanctions. Downside risks
have increased and we have published an assessment of the potential
rating and asset performance impact of a plausible, but worse-than
expected, adverse stagflation scenario on Fitch's major SF and CVB
sub-sectors ("What a Stagflation Scenario Would Mean for Global
Structured Finance and "Inflation, Rate Rises and Stagflation Risks
Drive Deterioration in Sector Outlooks"). Fitch expects the Italian
RMBS sector in the assumed adverse scenario to experience a "Mild
to Modest Impact" on asset performance, driven primarily by higher
energy costs, and "Virtually No Impact" on rating performance,
indicating a low risk of rating changes.

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

Upgrades of Italy's IDR and hence the rating cap for Italian
structured finance transactions could trigger similar upgrades to
the notes rated at this level.

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

SM 07-5 S2 has an ESG Relevance Score of '5' for transaction &
collateral structure due to payment interruption risk, which has a
negative impact on the credit profile, and is highly relevant to
the rating, resulting in its class A and B notes' ratings being two
notches lower.

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.



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

SPRINT HOLDCO: S&P Assigns Preliminary 'B' LT ICR, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned a preliminary 'B' long-term issuer
credit rating to Dutch e-bikes manufacturer Sprint HoldCo B.V., and
a preliminary 'B' issue rating and preliminary recovery rating of
'3', which indicates its expectation of about 65% recovery in the
event of a payment default, to the company's proposed EUR700
million senior secured TLB.

S&P said, "The stable outlook reflects our expectations that the
company will pursue its EBITDA growth, due to strong tailwinds in
the electric bikes market, such that S&P Global Ratings-adjusted
leverage will remain stable at about 5x on a sustainable basis and
free operating cash flow (FOCF) to debt will remain stable at about
2.5%-3.0% in the next 12-to-18 months, despite challenges in the
supply chain."

Financial sponsor KKR and existing shareholder Teslin Capital
Management have agreed to purchase electric bike manufacturer
Accell Group N.V. for about EUR1.9 billion in a public-to-private
leveraged buyout (LBO).

Sprint HoldCo B.V., the new holding company of Accell Group, plans
to issue a EUR700 million senior secured term loan B (TLB) and a
EUR180 million senior secured revolving credit facility (RCF) to
acquire the company and refinance the existing debt, while KKR will
contribute EUR1.3 billion of pure equity.

S&P said, "Our preliminary issuer credit rating primarily reflects
financial-sponsor ownership and a capital-intensive business model.
In January 2022, financial sponsor KKR announced its plan to
acquire Accell Group in a public-to-private LBO. To finance the
transaction, the acquisition vehicle Sprint BidCo B.V. plans to
issue a EUR700 million TLB and a EUR180 million RCF, which will
remain undrawn at closing. KKR will contribute an equity injection
of EUR1.3 billion, representing about 65% of the financing needs.
Pro forma the transaction, KKR will hold 88% of Accell Group, while
Dutch investments firm Teslin will retain a 12% ownership stake.
The issuance will lead to an S&P Global Ratings-adjusted leverage
ratio of about 5.3x at the close of the transaction.

"We also note that the offer memorandum reflects KKR's commitment
to a maximum net leverage ratio of 5x, based on structuring EBITDA
and excluding any potential drawings under the existing facilities
for working capital purposes from the debt definition. The
committed threshold corresponds to an S&P Global Ratings-adjusted
leverage ratio of about 5.5x-5.9x, depending on the RCF and working
capital facility drawdowns, which reflects the future leverage
trajectory for the company."

Ongoing supply chain issues are exacerbating liquidity needs and
hampering FOCF generation. Accell Group sources batteries from
Eastern Europe, frames, and other bike components from Thailand,
Vietnam, and China, and assembles traditional and electric bikes in
one of its four European manufacturing sites. Its business model is
working capital-intensive and is characterized by elevated
intrayear liquidity needs.

Accell Group witnessed an exponential rise in demand over the past
two years of pandemic which created bottlenecks at Accell Group's
key suppliers' level, resulting in delayed production of finished
goods and forcing Accell Group to increase the level of inventory
to about 40% of total sales in 2021 compared with about 20% in
2020, in order to manage timely delivery to its customers. As a
result, the company's change in working capital consumed about
EUR200 million of liquidity last year. Furthermore, ongoing
lockdowns and low vaccination rates in Asia are slowing the
delivery of components, pressuring the company to increase its
already high level of inventory. On top of increasing inventory,
Accell Group took numerous measures to alleviate the impact of the
disruptions, such as reducing the complexity of bike components,
enabling parts sharing across various models, multi-sourcing from
suppliers located in Europe, and adopting a sales and operational
planning (S&OP) approach to manufacturing, allowing for an
efficient reorganization of operations. S&P said, "In our base
case, we assume that supply chain issues will remain in place
through 2022 and at least a major part of 2023, hampering cash flow
generation at Accell Group. We project reported FOCF after lease
payments of about EUR8 million-EUR10 million for 2022 and 2023,
translating into an S&P Global Ratings-adjusted FOCF-to-debt ratio
of about 2.5%-3.0%."

Accell Group's solid market position will further benefit from
electric bike tailwinds, albeit in a fragmented sectorThe electric
bike market has been growing at a steady pace over the past several
years, with a compound annual growth rate (CAGR) of about 25% over
2015-2019. The COVID-19 pandemic significantly accelerated this
growth, with a reported CAGR of about 42% in 2020 and 2021.
Committed governments' spending for cycling infrastructure in
various European countries, as well as subsidies in place to
support the shift of customers toward clean transportation, are
fueling the growth of electric bikes (both conventional and cargo),
which are considered a means of transportation, rather than
sporting and recreational items. S&P believes Accell Group is well
positioned to profit from these tailwinds, thanks to a strong
portfolio of 12 proprietary brands, with a clear market
segmentation that limits cannibalization.

Nevertheless, the market is highly fragmented with several
established specialized manufacturers such as Trek, Giant, and
Merida, competing at a global level for market share. The positive
market dynamics are also attracting an increasing number of new
entrants, in particular automotive original equipment
manufacturers. Prestigious companies, such as BMW, Porsche, and
Mercedes-Benz have recently launched premium e-bikes. They can
leverage brand equity and supply chain savvy, and are positioned in
the upscale segment, however these rely on the expertise of
existing bike manufacturers for design and distribution of their
products.

The parts and accessories (P&A) segment will doubly enhance Accell
Group's revenue growth and help diversify the distribution network.
Electric bikes have an average lifespan of five years, shorter than
the average 15 years for traditional bikes, and are dependent on
key components which tend to wear out fast, in particular
batteries. Due to its established dominant position in key
geographies, the P&A segment will significantly contribute to
Accell Group's revenue growth. This segment represents about 30% of
total revenue and experienced a significant growth of about 17%
CAGR over the past five years. Through its proprietary and
third-party brands, Accell Group's P&A segment is well positioned
to capitalize on synergies with the electric bike manufacturing
segment, and investments in components complexity reduction will
allow Accell Group's proprietary brands to benefit from a platform
approach to services and repairs.

S&P said, "We also believe these dynamics will support Accell
Group's plans to improve its presence in the direct-to-consumer
distribution space, both online and through franchised stores.
Given the average selling price of electric bikes and the
complexity of the product, brand equity and the need for a
close-to-home repair shop are increasingly more important for
consumers in this market. We believe that the company's plan to
deploy about 130 stores by 2026, alongside its already strong
dealer networks, will build on the company's knowledge about
consumer taste and behavior and differentiate Accell Group further
from the competition.

"The final ratings will depend on our receipt and satisfactory
review of all final documentation and final terms of the
transaction. The preliminary ratings should therefore not be
construed as evidence of final ratings. If we do not receive final
documentation within a reasonable time, or if the final
documentation and final terms of the transaction depart from the
materials and terms reviewed, we reserve the right to withdraw or
revise the ratings. Potential changes include, but are not limited
to, utilization of the proceeds, maturity, size and conditions of
the facilities, financial and other covenants, security, and
ranking."

Outlook

S&P said, "The stable outlook reflects our expectations that Accell
Group will continue its revenue and EBITDA growth trajectory,
thanks to strong market tailwinds and the pursuit of production
efficiency, such that S&P Global Ratings-adjusted leverage will
remain stable at about 5x. Despite working capital volatility in
the short to medium term, we expect FOCF to remain positive, such
that adjusted FOCF to debt will remain stable at about 2.5%-3.0% in
the next 12 to 18 months."

Upside scenario

S&P could raise the rating on the company if:

-- S&P witnesses a track record of sustained improvements in
revenue and EBITDA, translating into solid cash flow generation,
such that S&P Global Ratings-adjusted FOCF to debt increases well
above 5% and S&P Global Ratings-adjusted leverage declines below 5x
on a sustainable basis,

-- S&P witnesses a public and documented commitment by its
financial sponsors to maintain S&P Global Ratings-adjusted leverage
within the 5x threshold over the medium to long term.

-- Supply chain issues markedly abate, allowing the company to
maintain EBITDA growth while reducing inventory levels, which
should be reflected in reduced volatility of working capital needs
for the company.

Downside scenario

S&P could lower its rating on the company over the next 12 months
if:

-- Supply chain issues persist on a long-term basis and continue
to hamper cash flow generation, such that S&P Global
Ratings-adjusted FOCF turns negative;

-- The company undertakes debt-funded acquisitions or dividend
distributions, jeopardizing the deleveraging prospects such that
S&P Global Ratings-adjusted debt-to-EBITDA will remain above 6x for
a prolonged period.

Environmental, Social, And Governance

ESG credit indicators: E-2, S-2, G-3

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




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

BANCO DE CREDITO: S&P Alters Outlook to Pos., Affirms 'BB/B' ICRs
-----------------------------------------------------------------
S&P Global Ratings revised to positive from stable its outlook on
Banco de Credito Social Cooperativo S.A. (BCC) And Cajamar Caja
Rural S.C.C. (Cajamar). At the same time, S&P affirmed its 'BB/B'
long and short-term issuer credit ratings on both entities.

The outlook revision reflects that despite some deterioration,
Cajamar will be able to preserve its enhanced risk profile in the
coming quarters. It also follows the material improvement we
observed in Cajamar's asset quality. S&P said, "We consider that
management's focus on reducing its stock of nonperforming assets
(NPAs) has proven successful; the portfolio has reduced
significantly through organic reduction and market sales. NPAs
represented 6.5% of gross loans at end-March 2022 down from 24% in
2015, and 12.2% pre-pandemic in 2019. GCC has so far controlled the
spill-over effects from the pandemic. State guarantee loans account
for 4.8% of total gross loans, with 3% classified as Stage 3. We
expect some asset quality erosion in coming quarters due to rising
inflation and energy prices, but we anticipate the effect on the
bank to be manageable." Stage 2 loans, which mainly include
exposures to accommodation and real estate sectors affected by the
pandemic, stood at 8% of total gross loans as of end-March 2022,
somewhat higher than the 6.2% for Spanish rated banks as of
end-2021, and might represent the main pocket of contingent risks
if economic conditions worsen.

Furthermore, GCC's underwriting standards have improved and the
quality of new lending production is better than the legacy
portfolio, and largely concentrated in Cajamar's traditional
business sectors, such as agribusiness, small and midsize
enterprises, and professionals (which represented 47% of the loan
book as of end-March 2022). The reported nonperforming loan ratio
of new production stands at about 1.4% for new loans granted since
2018. S&P expects NPAs to stand below 6% of gross loans and credit
losses around 60 basis points (bps) by 2023, down from 140bps in
2021, and compared with our 50bps expectation for the system
average by 2023.

S&P said, "Modest profitability continues to weigh on our ratings
on Cajamar, although we expect some improvement.The ratings on
Cajamar balance the group's comparatively high business and
geographic concentration and its overall modest profitability, with
GCC's resilient cooperative franchise in its core regions and its
enhanced capitalization. Its earnings track record over the past
five years amid ultra-low interest rates has been poor, with return
on equity (ROE) averaging 2.2% in 2016-2021, versus the 4.7%
average for its higher-rated peer group. Furthermore, profit
generation is constrained by the bank's high-cost structure and
overall poor efficiency, with cost-to-income at about 70% over
2022-2023. Its large branch and employee network, including
presence in remote rural areas, continues to represent a
significant burden that weighs on its cost base. We anticipate
GCC's operating profitability will improve in the years ahead on
the back of rising interest rates and lower credit provisions, but
remain contained overall. We expect group ROE of around 3.0%-3.5%.

"Domestic and European peers, such as Ibercaja, BPI, BCP, Banca
Popolare dell'Alto Adige, that we assess at 'bb+' stand-alone
credit profiles (SACPs), generally benefit from better efficiency,
higher earnings generation, and stronger financial flexibility.
Therefore, we have applied a one-notch negative adjustment under
our comparable ratings analysis.

"We expect GCC's capital to remain sound, with our risk-adjusted
capital (RAC) ratio sustainably above 9%.GCC's capital has
strengthened over the past years, thanks to retained profits,
regular contributions from its cooperative partners, and
significant deleveraging. We expect the bank to maintain a RAC
ratio around 9.3%-9.7% over the next 12-18 months, compared with
9.7% at end-2021. Capital build-up should be about 2% in 2022
compared with 6% as of 2021.

"We analyze Cajamar using GCC's consolidated financial information.
We assign a 'bb' group credit profile (GCP) to GCC and consider
both BCC and Cajamar as core subsidiaries, rating them at the same
level as the GCP."

Outlook

The positive outlook indicates S&P could raise the ratings over the
next 12 months if the bank enhances its operating profitability on
the back of higher interest rates and lower credit provisions, and
despite rising inflationary pressure.

Specifically, this could happen if GCC improves its loss absorption
capacity and efficiency to levels closer to higher rated peers,
while preserving its improved capitalization and asset quality amid
economic slowdown in Spain.

Downside scenario

S&P could revise the outlook to stable if it anticipated that GCC's
earnings capacity and operating efficiency would remain constrained
and significantly weaker than those of other higher rated peers, or
if its asset quality unexpectedly weakens more than anticipated.

  Environmental, Social, And Governance

  ESG credit indicators: E-2, S-2, G-2


FTA UCI 16: Fitch Affirms 'CC' Rating on 2 Tranches, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has upgraded two tranches of FTA, UCI 14, FTA, UCI 15
and FTA, UCI 16 Spanish RMBS, and three tranches of FTA, UCI 17
Spanish RMBS. The remaining tranches have been affirmed. The Rating
Outlooks are Stable.

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

FTA, UCI 17

Class A2          LT    BBB+sf  Upgrade     BBB-sf
ES0337985016

Class B           LT    B-sf    Upgrade     CCCsf
ES0337985024

Class C           LT    CCCsf   Upgrade     CCsf
ES0337985032

Class D           LT    CCsf    Affirmed    CCsf
ES0337985040

FTA, UCI 14

Class A           LT    A+sf    Upgrade     A-sf
ES0338341003

Class B           LT    BBBsf   Upgrade     BB-sf

ES0338341011
Class C           LT    CCCsf   Affirmed    CCCsf
ES0338341029

FTA, UCI 15

Series A          LT    A+sf    Upgrade     BBBsf
ES0380957003

Series B          LT    BB+sf   Upgrade     BB-sf

ES0380957011
Series C          LT    CCCsf   Affirmed    CCCsf
ES0380957029

Series D          LT    CCCsf   Affirmed    CCCsf
ES0380957037

FTA, UCI 16

A2 ES0338186010   LT    Asf     Upgrade     BBBsf

B ES0338186028    LT    BB-sf   Upgrade     B-sf

C ES0338186036    LT    CCCsf   Affirmed    CCCsf

D ES0338186044    LT    CCsf    Affirmed    CCsf

E ES0338186051    LT    CCsf    Affirmed    CCsf

KEY RATING DRIVERS

Credit Enhancement to Increase: The rating actions reflect Fitch's
view that the securitisation notes are sufficiently protected by
credit enhancement (CE) to absorb the projected losses commensurate
with current and higher ratings. For all transactions, Fitch
forecasts the CE ratios to build up mainly for the senior notes as
Fitch expects sequential amortisation of the notes to continue. The
CE for senior notes has increased materially since a year ago, in
part due to a repurchase of defaulted loans by UCI. The class A
notes' CE increased to 28.6% from 22.8% in UCI 14, to 27.7% from
22.4% in UCI 15, to 29.1% from 24.4% in UCI 16 and to 27.9% from
20.5% in UCI 17.

Future Performance Adjusted Downwards: Fitch accounts for past
performance through the application of a performance adjustment
factor (PAF) as set out in its European RMBS Rating Criteria. The
applied PAF for these transactions was 70% for UCI 14 and 15, 100%
in UCI 16 and 90% in UCI 17.

UCI 14 and UCI 15 class A notes' ratings are affected by future
performance expectations despite the notes having achieved
comfortable CE levels. The current macroeconomic uncertainty and
risk of rising interest rates may negatively affect the
transaction, which is also a reflection of Fitch's "Deteriorating"
assessment of the EMEA Non-Conforming sector outlook. Fitch
constrained the rating of UCI 14's and UCI 15's class A notes three
and two notches, respectively, below their model implied ratings
(MIR). Fitch deems these notes vulnerable to future performance
deterioration, which may lead to lower MIRs in future model
updates.

Restructured Loans and Broker Origination: About half of the
portfolio balance across all transactions has been restructured by
the originator to support borrowers either facing or anticipating
financial hardship. In accordance with Fitch's European RMBS Rating
Criteria, foreclosure frequency (FF) adjustments are applied to
these loans based on the most recent date between last date in
arrears or restructuring end date. If restructured loans have less
than one year of clean payment history (being the case for around
50% of all restructured positions at present), a FF floor is
assigned equivalent to the one applied to loans in arrears over 90
days.

Additionally, more than 90% of portfolio balances on average is
linked to loans originated by third-party brokers or intermediates,
which are deemed higher-risk than branch-originated loans within
Fitch's credit analysis, and are therefore subject to a FF
adjustment of 150%.

No Credit to Unsecured Loans: All transactions contain a
significant proportion of unsecured loans ranging from 3.4% (UCI
17) to 6.6% (UCI 14) of the current portfolio balance including
defaults, which were granted alongside the mortgage at loan
origination. In its analysis Fitch has not given credit to the
proceeds from unsecured loans due to the inherent risk of
complementary loans and insufficient performance data, resulting in
negative CE ratios for the junior tranches across the four
transactions in Fitch's rating analysis.

UCI 14, UCI 15, UCI 16 and UCI 17 have an ESG Relevance Score of 4
for transaction parties & operational risk due to a large share of
restructured loans in the portfolios.

RATING SENSITIVITIES

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

The transactions' performance may be affected by adverse changes in
market conditions and economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce CE available to the
notes.

In addition, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes' ratings
susceptible to negative rating action depending on the extent of
the decline in recoveries. Fitch conducts sensitivity analyses by
stressing both a transaction's base-case FF and recovery rate (RR)
assumptions. For example, a 15% weighted average (WA) FF increase
and 15% WARR decrease would result in downgrades of the notes of up
to four notches.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE and, potentially,
upgrades. Fitch tested an additional rating sensitivity scenario by
applying a decrease in the WAFF of 15% and an increase in the WARR
of 15%, implying upgrades of no more than three notches.

Improved asset-performance outlook driven by smaller exposures to
restructured loans and a longer clean payment record on
restructured loans will also be positive for ratings.

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.

SUMMARY OF FINANCIAL ADJUSTMENTS

N/A

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

UCI 14, UCI 15, UCI 16 and UCI 17 each has an ESG Relevance Score
of '4' for transaction parties & operational risk due to the large
share of restructured loans in the portfolio, 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.

HIPOCAT RMBS: Fitch Affirms C Ratings on 3 Tranches, Outlook Stable
-------------------------------------------------------------------
Fitch Ratings has taken multiple rating actions on three Spanish
Hipocat RMBS transactions, including upgrading two tranches. All
Outlooks are Stable.

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

Hipocat 11, FTA

Class   LT   Asf     Upgrade     A-sf
A2 ES0345672010

Class   LT   CCsf    Affirmed    CCsf
B ES0345672036

Class   LT   CCsf    Affirmed    CCsf
C ES0345672044

Class   LT   Csf     Affirmed    Csf
D ES0345672051

Hipocat 9, FTA

Class   LT   A+sf    Affirmed    A+sf
A2a ES0345721015

Class   LT   A+sf    Affirmed    A+sf
A2b ES0345721023

Class   LT   A+sf    Affirmed    A+sf
B ES0345721031

Class   LT   A+sf    Affirmed    A+sf
C ES0345721049

Class   LT   BB+sf   Upgrade     BBsf
D ES0345721056

Class   LT   Csf     Affirmed    Csf
E ES0345721064

Hipocat 10, FTA

Class   LT   A+sf    Affirmed    A+sf
A2 ES0345671012

Class   LT   BB+sf   Affirmed    BB+sf
B ES0345671046

Class   LT   CCsf    Affirmed    CCsf
C ES0345671053

Class   LT   Csf     Affirmed    Csf
D ES0345671061

TRANSACTION SUMMARY

The transactions comprise mortgages serviced by Banco Bilbao
Vizcaya Argentaria, S.A. (BBVA, BBB+/Stable/F2)

KEY RATING DRIVERS

Stable Asset Performance: The rating actions reflect the broadly
stable asset performance outlook driven by a low share of loans in
arrears over 90 days (less than 0.5% for all three transactions)
and high portfolio seasoning of more than 17 years. However,
downside performance risk has increased as the recent rise in
inflation may put pressure on household financing, especially for
more vulnerable borrowers like self-employed individuals. To
capture this downside risk into the analysis, Fitch has constrained
the upgrade of Hipocat 9 class D and Hipocat 11 class A notes to
one notch below their model-implied ratings.

Credit Enhancement (CE) Increased: The upgrades of the class D and
A notes of Hipocat 9 and 11, respectively, and the affirmation of
the rest of the notes reflect Fitch's view that the notes are
sufficiently protected by CE of 64.9%, 49.2% and 20.5% for Hipocat
9, Hipocat 10 and Hipocat 11, respectively, for most senior classes
to absorb the projected losses commensurate with current and higher
ratings.

Fitch expects CE for all transactions to continue increasing due to
the sequential amortisation of the notes that becomes mandatory
after the portfolio balance is less than 10% of its initial balance
(now at around 12% across the three transactions). The negative CE
ratios on Hipocat 10's class C and D notes, and Hipocat 11's class
B to D notes are reflected in the low sub-investment-grade ratings
of the notes.

Payment Interruption Risk: Fitch views the three transactions as
being exposed to payment interruption risk in the event of a
servicer disruption, where we expect the available reserve funds
(partially funded for Hipocat 9 and fully depleted for Hipocat 10
and Hipocat 11) to be insufficient to cover senior fees, net swap
payments and senior notes' interest during the period of time
needed to implement alternative servicing arrangements. The notes'
maximum achievable ratings are 'A+sf', in line with Fitch's
Structured Finance and Covered Bonds Counterparty Rating Criteria.

Interest Deferability Caps Ratings: Consistent with the principles
of Fitch's Global Structured Finance Rating Criteria, the maximum
achievable rating of the class B to D notes for both Hipocat 10 and
Hipocat 11 is 'BB+sf', reflecting the non-reversible interest
deferability on the notes driven by the large volume of gross
cumulative defaults that exceeded the contractually defined
thresholds. Interest payments on these notes will only resume after
full amortisation of the senior notes.

Hipocat 9 and Hipocat 10 each has an Environmental, Social and
Governance (ESG) Relevance Score of 5 for transaction & collateral
structure due to unmitigated payment interruption risk, resulting
in the ratings being at least a notch lower.

Hipocat 11 has an ESG Relevance Score of 4 for transaction &
collateral structure due to unmitigated payment interruption risk.
This has no rating impact as the ratings are currently below the
'A+sf' cap for payment interruption risk.

RATING SENSITIVITIES

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

The transactions' performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce CE available to the
notes.

In addition, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes' ratings
susceptible to a negative rating action depending on the extent of
the decline in recoveries. Fitch conducts sensitivity analyses by
stressing both a transaction's base-case foreclosure frequency (FF)
and recovery rate (RR) assumptions, and examining the rating
implications on all classes of issued notes. A 15% increase in
weighted average WAFF and a 15% decrease in WARR indicate
downgrades of up to two notches on the notes.

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

Hipocat 9's and Hipocat 10's class A notes could be upgraded on
improved liquidity protection against a servicer disruption. This
because the ratings are capped at 'A+sf' due to unmitigated payment
interruption risk.

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and, potentially,
upgrades. A decrease in WAFF of 15% and an increase in WARR of 15%
indicate upgrades of no more than two notches on the 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.

The latest loan-by-loan portfolio data sourced from the European
Data Warehouse did not include information about "maximum balance"
of the loans that permit further drawdowns. Fitch assumed each loan
to exercise the full drawdown capability up to the permitted
maximum equivalent to 80% of the original loan-to-value.

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

Hipocat 9 and Hipocat 10 each has an ESG Relevance Score of 5 for
transaction & collateral structure due to unmitigated payment
interruption risk, which has a negative impact on the credit
profile, and is highly relevant to the ratings, resulting in a
change to the rating of at least one notch downgrade.

Hipocat 11 has an ESG Relevance Score of 4 for transaction &
collateral structure due to unmitigated payment interruption risk,
which has a negative impact on the credit profile, and is relevant
to the rating.

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
transactions, either due to their nature or the way in which they
are being managed.



=====================
S W I T Z E R L A N D
=====================

DUFRY AG: S&P Places 'B+' Long-Term ICR on CreditWatch Positive
---------------------------------------------------------------
S&P Global Ratings placed its 'B+' long-term issuer credit rating
on Switzerland-based travel retailer Dufry AG and on its senior
unsecured debt on CreditWatch with positive implications.

S&P said, "The CreditWatch placement indicates that we could
upgrade Dufry on completion of transaction if, over the next 12-24
months, we expect a sustainable improvement in credit metrics on a
combined basis. For an upgrade we would look for adjusted funds
from operations (FFO) to debt exceeding 12%, debt to EBITDA less
than 5x, and positive free operating cash flow (FOCF) after full
concession fee payments, with liquidity at least adequate."

Dufry has announced the acquisition of a 50.3% majority stake in
Italy-based travel concession catering provider Autogrill SpA from
its owner, Edizione, via a share swap transaction. The acquisition
is expected to complete in the first quarter (Q1) of 2023, subject
to regulatory requirements.

Dufry expects to complete the two-step transaction by Q2 2023,
which would also require Dufry to launch the mandatory tender offer
(MTO) for the remaining 49.7% shares in Autogrill, offering the
shareholders to be paid either in Dufry AG shares or in cash. Dufry
will finance the cash consideration with an as-yet-undecided mix of
debt and equity.

The proposed transaction has a sound business rationale but there
are some risks, in S&P's opinion. The near-term integration of the
ambitiously sized acquisition, related execution risks, and a
potential for raising additional debt as part of funding the cash
component could stall the group's deleveraging at a time of
continued volatility and disruption in the travel retail industry.

The acquisition will likely enhance Dufry's economies of scale in
the long-term but add constraints to the short-term performance.
Combined, Dufry and Autogrill will be able to offer a more
comprehensive commercial package in negotiations with airport
authorities and benefit from significantly greater scale in their
relationship with shared suppliers (mostly of not-for-resale goods
and services). Dufry will gain through adding complementary site
locations across the U.S. and a sizeable food service proposition
to its product mix, thereby reducing cyclicality, as well as
expanding in the domestic air travel segment, particularly in the
U.S., which is currently experiencing the strongest recovery in air
passenger traffic. On the other hand, the transaction would not
reduce the group's exposure to the travel retail industry, which is
generally highly susceptible to the event risk and is still
recovering from the extreme stress to its earnings and cash flows
hit by the COVID-19 pandemic. Recently heightened prospects of
discretionary spending volatility could further exacerbate the
uncertainty in achieving near-term earnings and cash flow expansion
targets for travel retailers.

Dufry's positive track record in integrating acquisitions and in
raising capital across varied venues supports the rating. S&P said,
"We acknowledge execution risks related to the ambitious
acquisition of a company half Dufry's size, but we note that the
management guidance does not rely on substantial earnings uplift
from synergies. The Swiss franc (CHF) 85 million synergies and
CHF100 million one-off costs are relatively low compared to the
size of the transaction. We also take into account Dufry's
extensive track record of acquisitive growth and successful
integration of large acquisitions, particularly that of World Duty
Free from Edizione in 2015." Dufry also had a
stronger-than-anticipated performance in 2021 and has shown
conservative and proactive management of its capital structure and
liquidity through the pandemic.

S&P said, "Top-line expansion in travel retail relies on a recovery
in air travel, which we still forecast to only approach 2019 levels
by the end of 2024. We have recently revised up our European
airline forecast for 2022 to 60%-70% of 2019 levels from 50%-65%,
but a full return to 2019 levels is still remote. Moreover, while
the pent-up demand is propelling summer demand for flights, the
recovery momentum is susceptible to unfavorable macro fundamentals
and could lose momentum towards the end of 2022. As passenger
traffic recovers across all regions and revenue generation evens
out across the locations, we consider that on a pro forma combined
basis, Dufry will achieve annual revenues of about CHF10.7
billion–CHF11.5 billion in 2022 and CHF12.0 billion–CHF13.0
billion in 2023, compared with our estimate of CHF7.0 billion in
2021."

Although Autogrill's business is less cyclical, its operating
profitability is lower than Dufry's, which on a combined basis is
likely to compound the pressure on operating margins Dufry faces
over the next 12-24 months. S&P said, "In our base case, we
forecast the group's top line to recover to about three-quarters of
the 2019 level by end-2022. At the same time, we note the potential
pressure on margins and, particularly, cash flows from rapidly
rising energy and personnel costs and phasing-out of the reliefs on
concession fee payments granted during the height of the pandemic
disruption. Dufry's S&P Global Ratings-adjusted EBITDA margin was
32% in 2021 on a stand-alone basis and 25% on a pro forma combined
basis, which we forecast to decline in our base case to 19%-20% in
2022 and only moderately expand to about 21% by end-2024."

Even if the cash consideration payable to the minority shareholders
of Autogrill is fully debt-financed, the improvement in credit
metrics would still be possible due to the change in geographical
footprint and product mix. S&P said, "In our base case, the credit
ratios would moderately improve compared with our previous forecast
for Dufry stand-alone even if it fully funds the cash consideration
with debt. On a pro forma combined basis, in 2021 adjusted debt
would have been CHF10.4 billion, debt to EBITDA 5.8x and FFO to
debt 13% (for Dufry stand-alone adjusted debt was CHF7.0 billion,
debt to EBITDA 5.6x, and FFO to debt 15%). On a pro forma basis, we
forecast a decline in leverage to about 4x and FFO to debt of
15%-19% in 2023. At the same time, we think the group's ability to
generate free operating cash flow sufficient to comfortably cover
its concession payments in full will be constrained over the next
two years. Our estimate of FOCF after leases is neutral to positive
CHF50 million in 2023."

CreditWatch

S&P said, "The CreditWatch placement indicates that we could
upgrade Dufry on completion of the transaction. We will review the
ratings and could resolve the CreditWatch after the first step of
the transaction is completed, both companies release the 2022
annual results, and the final capital structure is confirmed.

"In order to resolve the CreditWatch, we will assess the trading
conditions and the operating performance prospects for both
companies, the sustainability of Dufry's credit metrics on a
combined basis, and its liquidity.

"We consider S&P Global Ratings-adjusted FFO to debt of over 12%,
debt to EBITDA of less than 5x, and sizeable positive FOCF after
full concession fee payments as commensurate with a higher rating.
An upgrade would also rely on our assessment on the combined
group's adequate liquidity and comfortable covenant headroom."

Any positive rating action will be predicated on Dufry maintaining
a consistent financial policy supportive of the stronger
performance and credit ratios.




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

PEGASUS HAVA: Fitch Corrects Error, Cuts Unsec. Notes Rating to B+
------------------------------------------------------------------
Fitch Ratings incorrectly rated the USD375 million senior unsecured
notes of Pegasus Hava Tasimaciligi A.S. due an error in applying
its Country-Specific Treatment of Recovery Ratings Rating Criteria.
Correcting the error led to a one-notch downgrade for the unsecured
notes rating to 'B+'/'RR4' from 'BB-'/'RR3' in Fitch's rating
action on April 15 2022. The recovery rating of the Turkish
low-cost carrier's instrument rating is capped at 'RR4' under the
criteria.

Fitch affirmed Pegasus' Foreign- and Local-Currency Long-Term
Issuer Default Ratings (IDRs) at 'B+' with a Negative Outlook, one
notch above Turkiye's Country Ceiling of 'B' as Fitch allows its
IDRs to exceed the Country Ceiling by one notch reflecting offshore
structural enhancements.

The IDRs reflect Pegasus' strong domestic position in Turkiye
(B/Negative) with strong growth prospects on both international and
domestic routes, an industry-leading cost base with a young and
fuel-efficient fleet and readily accessible hard-currency
liquidity. The rating also reflects high execution risk inherent in
its aggressive growth strategy, a weak operating environment with
foreign-exchange (FX) and geopolitical risks, weak leverage and
coverage metrics, and smaller scale than many peers'.

KEY RATING DRIVERS

Deleveraging Delayed: Fitch expects total adjusted net debt/EBITDAR
to recover by 2024 to below 4.4x, Fitch's negative sensitivity at
'B+' rating, which is one year later than Fitch's expectations last
year. Fitch's view is supported by the worsening macroeconomic
outlook that will hit the industry as a whole with higher cost and
weaker pricing power. While Pegasus' expansion plan should further
lower its unit cost base, Fitch believes it would weaken its
deleveraging ability given growing lease debt and heightened
execution risk in managing excess capacity as the industry recovers
from the pandemic.

Ramp-up on Track, Weak Margin: In 2020-2021, Pegasus has been
successful in capacity ramp-up but recovery of yield, load factor
and profitability were slower than Fitch's expectation. Its
domestic capacity, measured by available seat kilometres (ASK), was
resilient throughout the pandemic and exceeded its pre-pandemic
level in 3Q21, before significantly underperforming from 4Q21 as
its focus moved to international. International ASK benefited from
lifting of travel restrictions by EU member states and the
devaluation of the Turkish lira. Pegasus expects more than 50 new
aircraft deliveries in 2022-2025, all A321Neos, which are more
fuel-efficient and have larger capacity (50+ seats vs A320Neo), but
also pose challenge to load -factor management.

Fuel Cost Hits Industry: Fitch expects higher fuel costs to weaken
both margins and cash flows to levels below Fitch's previous
forecasts. Fuel cost constitutes around 30% or more of Pegasus'
total operating cost, similar to other ultra-low-cost carriers'.
Fitch views Pegasus' competitive position on fuel price as neutral
as it has around 46% and 29% of expected fuel consumption hedged
for 2022 and 2023 respectively, broadly similar to its biggest
competitor, Turk Hava Yollari Anonim Ortakligi (Turkish Airlines,
B/Stable), or other airlines in the region. However, the
Russia-Ukraine war has increased the risk of a prolonged fuel spike
and, consequently, adverse macroeconomic impact.

Inflation Adds Pressure: In addition to increased commodity price,
Fitch envisages inflationary pressure in Turkiye and broader
European region will dampen Pegasus' growth. While the depreciating
lira has been a strong draw for foreign tourist demand, inflation
in Turkiye will not only gradually offset tourist demand growth but
also undermine domestic traffic growth, in Fitch's view. Fitch
anticipates the potential global economic slowdown, coupled with
high inflation in Europe, will reduce consumers' real incomes and
demand and therefore airlines' pricing power in the midst of sector
recovery.

Competitive Cost Position: Pegasus' cost base is comparable to
other leading low-cost carriers', and lower than that of its main
rivals in the markets in which they compete. Its cost advantage
should help withstand fierce competition and provide a foundation
for sustainable growth. Its cost position is underpinned by low
labour costs (in US dollar terms), high aircraft utilisation, and a
young and fuel-efficient fleet with higher seat density than its
peers'. Fitch expects deliveries of new and larger aircraft and an
increase in scale to further strengthen its cost advantage. Pegasus
operates a fleet with an average age of five years at end-2021,
mainly A320/A321Neos.

Manageable FX Risk Exposure: All sales on international routes,
which accounted for over 70% of total revenue in 2021, are set in
hard currencies, with the remainder collected in lira. Currency mix
between hard currencies and lira in costs is similar, mitigating
Pegasus's exposure to FX risks. As part of its FX hedging policy,
up to 25% domestic ticket revenue received in lira is exchanged to
US dollars on spot rates. Despite well-managed FX risk due to a
geographically diversified revenue stream, a volatile lira adds to
demand volatility.

Majority Shareholder Supportive of Growth: Key shareholders are
supportive of the airline's organic growth over the long term as
they did not extract dividends in recent years, which Fitch assumes
will remain unchanged in the near term. Fitch views Pegasus'
corporate governance as effective and adequate, despite the airline
being majority-owned by the Sevket Sabanci family - mostly
indirectly through ESAS Holding, which the family owns. Pegasus is
effectively 65.5%-owned by a single shareholder while the rest is
listed on Borsa Istanbul.

DERIVATION SUMMARY

Pegasus competes directly with Turkish Airlines. Its financial
profile is stronger than that of Turkish Airlines on the back of
lower leverage, a more competitive cost base and higher funds from
operations (FFO) margin. Nevertheless, Fitch views its debt
capacity at a given rating as lower than Turkish Airlines' as its
strengths are more than offset by its smaller scale, a less
diversified network and weaker market position than Turkish
Airlines.

Pegasus' unit cost base and liquidity position are very strong and
comparable to those of leading low-cost carriers such as Ryanair
Holding plc (BBB/Stable) and Wizz Air Holding Plc (BBB-/Stable).
However, the company has significantly higher leverage and weaker
fixed charge coverage and also is much smaller and more exposed to
weak and volatile operating environment with high execution risk.

KEY ASSUMPTIONS

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

-- Annual decline in ASK of just 2% in 2022 compared with 2019,
    followed by double-digit annual growth from 2023 as the
    airline continues growing its fleet and maintains high capex;

-- Load factor of 80% in 2022 (2021: 75%) and a gradual recovery
    to 84% by 2024;

-- Oil price of USD100 a barrel in 2022 and USD85/bbl thereafter
    (fuel-hedging is accounted for);

-- USD/TRY at 16 in 2022 and 17.8 in 2023-2025, USD/EUR at 0.9 in

    2022-2025;

-- Slower fleet expansion than management's expectation to 2024;

-- No dividends.

KEY RECOVERY RATING ASSUMPTIONS

-- The recovery analysis assumes that Pegasus would be
    reorganised as a going concern (GC) in bankruptcy rather than
    liquidated;

-- A 10% administrative claim;

-- GC EBITDA of TRY2,066 million assumes a significant downturn
    in the industry where Pegasus' utilisation per aircraft
    remains subdued and is roughly 30% lower than estimated 2023
    EBITDA;

-- Fitch applies a distressed enterprise value (EV)/EBITDA
    multiple of 4.5x to calculate a GC EV, reflecting volatile
    operating environment in which it operates;

-- The waterfall analysis output percentage on current metrics
    and assumptions was 96%, commensurate with 'RR1'. However, the

    Recovery Rating is capped at 'RR4' in accordance with Fitch's
    Country-Specific Treatment of Recovery Ratings Rating Criteria

    in which Turkiye is in Group D.

RATING SENSITIVITIES

Upgrade is unlikely as the rating is on Negative Outlook and
because Fitch is unlikely to rate the company more than one notch
above the Country Ceiling. However, factors that could,
individually or collectively, lead to positive rating
action/upgrade:

-- Total adjusted net debt/EBITDAR below 3.7x and/or total
    adjusted gross debt/EBITDAR below 4.8x on a sustained basis
    and positive action on the sovereign rating and the Country
    Ceiling.

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

-- Total adjusted net debt/EBITDAR above 4.4x and/or total
    adjusted gross debt/EBITDAR above 5.5x on a sustained basis;

-- FFO fixed-charge cover below 1.5x;

-- A downgrade of Turkiye's Country Ceiling.

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: Pegasus' unrestricted cash position of
TRY7,578 million at March 2022 is more than sufficient to cover its
short-term debt obligation (excluding lease) of TRY4,045 million.
In addition, it has access to an TRY2.5 billion local bond
programme, only TRY260 million of which was issued. Fitch expects
free cash flow during 2022-2025 to be consistently positive and
deleveraging to continue.

ISSUER PROFILE

Pegasus is a leading low-cost carrier in Turkiye with a fleet size
of 90 aircraft at end-2021. It served 120 destinations in 44
countries and carried 20.2 million passengers in 2021 and, prior to
the pandemic, 30.8 million in 2019.

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
   ----                ------                   --------     -----

Pegasus Hava          LT IDR      B+    Affirmed             B+
Tasimaciligi A.S.

                      LC LT IDR   B+    Affirmed             B+

   senior unsecured   LT          B+    Downgrade    RR4     BB-

TURK HAVA: Fitch Affirms 'B' LT IDR, Alters Outlook to Neg.
-----------------------------------------------------------
Fitch Ratings has downgraded Bosphorus Pass Through Certificates
Series 2015-1A class A's (Bosphorus or EETC) long-term rating to
'BB-' from 'BB'. Simultaneously, Fitch has revised Turk Hava
Yollari Anonim Ortakligi's (THY) Outlook to Negative from Stable
while affirming the Turkish airline's Long-Term Foreign- (LTFC) and
Local-Currency (LTLC) Issuer Default Ratings (IDR) at 'B'. Fitch
continues to assess THY's Standalone Credit Profile (SCP) at 'b'.

The downgrade of Bosphorus rating follows the downgrade of
Turkiye's LTFC IDR and Country Ceiling to 'B' as it is constrained
two notches above Turkiye's Country Ceiling under Fitch's
Non-Financial Corporates Exceeding the Country Ceiling Rating
Criteria. The revision of Outlook on THY's IDRs reflects Fitch's
view that further deterioration in Turkiye's sovereign credit
profile may lead to a downgrade of THY's IDRs given its ownership
structure.

The THY's 'B' ratings reflect its high leverage, exposure to a
volatile Turkish lira, and a weak Turkish economy. Rating strengths
are the company's diversified network, strong position on the
domestic, international and cargo market and a highly competitive
cost base. THY is outperforming Fitch's previous rating case for
2022.

KEY RATING DRIVERS

Constraint Limited to Two Notches: Applying Fitch's Aircraft
Enhanced Equipment Trust Certificates (EETC) Rating Criteria and
Exceeding Country Ceiling Criteria, Fitch deems the EETC as
providing offshore structural enhancements through the EETC
structure, its collateral and the offshore liquidity facility from
Paris-based BNP Paribas (A+/Stable), which can cover 18 months of
debt service needed to avoid default. This would mitigate transfer
and convertibility risk and enable the Bosphorus rating to exceed
the Country Ceiling by two notches.

Ownership Structure Limits IDR: Fitch believes THY's ownership and
its relationship with the government limit its rating should
Turkiye's sovereign credit profile further deteriorate. The
Negative Outlook on THY thus mirrors that of the sovereign. In
addition, THY's IDR may be capped by Turkiye's Country Ceiling as
it has a high share of revenue in hard currencies, but its cash
balances and non-lease borrowings (both also largely in hard
currencies) are in Turkiye and with local institutions.

Strong Recovery since 2H21: THY's revenue passenger kilometre (RPK)
in 1H22 recovered to 96% of 2019 levels, which is a strong rebound
given the airline's exposure to long-haul intercontinental traffic
- a segment which Fitch expects to recover slower than short-hauls.
THY benefited from less stringent travel restrictions than other
European carriers, especially on transatlantic routes, and was able
to capture demand amid weaker capacity deployment from other
network carriers. In 1H22, THY's RPK to Americas exceeded its 2019
level by 43%, mitigating much weaker demand in Far East Asia.

Faster-than-Expected Full Recovery: Fitch expects a continued
recovery in THY's capacity, which could result in revenue for 2022
exceeding their pre-pandemic levels. This is supported by proactive
route management, a growing fleet and pent-up leisure demand with
Turkey being an attractive holiday destination in Europe. THY's
recovery would be faster than that of other network carriers in the
region and also the broader EMEA market, in Fitch's view. Domestic
demand exceeded pre-pandemic levels during the summer 2021, before
waning in 4Q21, due to the Omicron variant and inflationary
pressure.

Exceptionally High Cargo Rates: THY's cargo business operates 20
freighters and was supportive of overall performance on the back of
exceptionally high cargo rates, which is a combined result of
strained global supply chains, less industry-wide air cargo
capacity and high ocean-to-air conversion. THY's cargo revenue CAGR
was 53% in 2019-2021 and contributed 32% of total revenue in 1Q22
(15% in 1Q19). Fitch expects its cargo business to strongly support
the overall business at least until passenger traffic sufficiently
recovers.

Diversified Network: THY shares similar scale of operations and
network breadth with other major network carriers in EMEA such as
British Airways Plc (BB/Negative). This supports its business
profile and provides the foundation for recovery and future growth.
THY's base, Istanbul, is geographically well-positioned to allow
higher usage of lower unit-cost narrow-body aircraft and serves as
a solid transit hub connecting Europe, Africa and Asia.

Manageable Foreign-Exchange (FX) Exposure: A high share of revenue
is generated in US dollars and euros, which limits THY's FX
exposure. During 1Q22, THY generated around 62% of revenue in US
dollars or euros with an additional 29% in currencies also
correlated with these major currencies. Despite well-managed FX
risk due to a geographically diversified revenue stream, a volatile
lira adds to demand volatility. A depreciating lira has been a
strong, but unsustainable, draw for foreign tourist demand, in
Fitch's view.

Shareholder Links: THY is 49.12%-owned by Turkey Wealth Fund (TWF),
which is fully state-owned. Under Fitch's Government-Related
Entities Criteria, Fitch assesses the overall support score at 10,
which does not allow an uplift to THY ratings. Should Turkiye be
downgraded to below THY's SCP, Fitch's assessment of their links
under the Parent and Subsidiary Linkage Rating criteria would limit
THY's rating.

EETC Rated Bottom-Up: The class A certificates rating of 'BB-'
reflects the application of Fitch's bottom-up approach and
incorporates a three-notch uplift from THY's IDR of 'B', but
constrained at two-notches above the Country Ceiling. The
three-notch uplift reflects the medium "affirmation factor",
presence of a liquidity facility and solid recovery prospects. The
transaction fails to pass Fitch's 'BB' stress test, due to
declining asset values. Under Fitch's EETC Criteria the
certificates are rated through a bottom-up approach, which acts as
a rating floor. The structure's offshore liquidity facility
covering 18 months of interest payment also allows the rating to be
above the Country Ceiling by two notches.

DERIVATION SUMMARY

THY's business profile is similar to British Airways Plc's
(BB/Negative), except for BA's stronger position on more lucrative
transatlantic routes, and is much stronger than that of domestic
rival, Pegasus Hava Tasimaciligi A.S. (B+/Negative). THY's lower
rating reflects a weaker financial profile and limited deleveraging
capacity with expected negative free cash flow (FCF).

KEY ASSUMPTIONS

Fitch's Key Assumptions Within Its Rating Case for the Issuer
(currently outperformed by the Issuer):

-- Capacity deployed in 2022 close to 2019 levels and about 40%
    higher than in 2021;

-- Marginal increase in passenger yields per year in 2022-2025;

-- Air freight rates to fall 20% in 2022 and 10% each in 2023,
    2024 and 2025;

-- Capex in line with company's guidance for 2022, 2023 and 2024;

-- No dividend payments to 2025;

-- Increase in personnel cost in 2022 and 2023, in line with
    THY's agreement with employees.

Bosphorus 2015-1 class A:

Fitch's key assumptions within its rating case for THY include a
harsh downside scenario in which the airline declares bankruptcy,
chooses to reject the collateral aircraft, and where the aircraft
are remarketed in a severe slump in aircraft values.

RATING SENSITIVITIES

THY IDR

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

Upgrade is unlikely as the rating is on Negative Outlook;

Funds from operations (FFO)-adjusted gross leverage to below 6.3x
on a sustained basis may lead to upward revision of its SCP.

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

Downgrade of Turkiye to below 'B';

FFO-adjusted gross leverage above 7.0x on a sustained basis;

EBITDAR margin below 12% on a sustained basis;

Failure to adapt to volatile market conditions with effective
mitigation measures.

EETC

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

An upgrade of Turkyie's Country Ceiling

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

Downgrade of THY's IDR to below 'B-' while Turkiye's Country
Ceiling remains at 'B';

Downgrade of Turkiye's Country Ceiling to below 'B';

Change in Fitch's assessment of the affirmation factor or
recoveries based on decline in collateral values.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: THY's cash position of USD3.1 billion at
end-March 2022 and available credit lines of around USD3.2 billion
were sufficient to cover short-term debt maturities of USD2.6
billion (excluding leases) and expected negative FCF of around
USD600 million during April 2022 - March 2023.

THY's credit lines are renewed annually. Similar to other Turkish
and emerging-market corporates the company does not pay commitment
fees. It has been successful in renewing its credit lines and,
given its state ownership, believes those lines will remain
available. THY has informed Fitch that about half of its credit
lines are with local Turkish banks and the other half with foreign
banks in Turkey.

ISSUER PROFILE

THY is a Turkish flagship carrier and one of the largest European
network carriers. The company operates from its new hub at Istanbul
airport.

Criteria Variation

EETC's 'BB-' rating includes a criteria variation from
'Non-Financial Corporates Exceeding the Country Ceiling Rating
Criteria'.

The criteria guide possible notch-uplift above Country Ceiling
based on minimum number of years of hard currency (HC) debt service
that can be covered by 50% of HC EBITDA from exports or other
offshore cash sources. The Bosphorus transaction benefits from a
Paris-based (ie. offshore) liquidity facility provider (BNP
Paribas, A+/Stable), which covers 18 months of debt service needed
to avoid default. Fitch views this, in effect, as providing
protection against transfer and convertibility risk, similarly to
Fitch's criteria guidance. Fitch therefore allows Bosphorus rating
to exceed Turkiye's 'B' Country Ceiling by two notches.

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
   ----              ------                        -----

Bosphorus Pass Through Certificates Series 2015-1A

   senior secured   LT           BB-   Downgrade   BB

Turk Hava           LT IDR       B     Affirmed    B
Yollari Anonim
Ortakligi (Turkish Airlines)

                    LC LT IDR    B     Affirmed    B

TURKIYE SISE: Fitch Cuts LongTerm FC IDR to 'B', Outlook Neg.
-------------------------------------------------------------
Fitch Ratings has taken rating actions on 11 Turkish corporate
issuers following the downgrade of Turkey's sovereign ratings on
July 8 2022.

Turkiye Sise ve Cam Fabrikalari AS (Sisecam)

Fitch has downgraded Sisecam's Long-Term Foreign-Currency Issuer
Default Rating (LT FC IDR) to 'B' from 'B+'. The Outlook on the IDR
is Negative. Simultaneously, Fitch has downgraded Sisecam's senior
unsecured rating to 'B'/'RR4' from 'B+'/'RR4'.

The downgrade follows the downgrade of Turkey's LT FC IDR, LT
Local-Currency (LC) IDR and the Country Ceiling to 'B' from 'B+'.
Fitch constrains Sisecam's LT FC IDR at Turkey's Country Ceiling
due to its high exposure to the Turkish economy. The Negative
Outlook reflects the likely correlation of future rating actions
with changes to the sovereign rating, assuming that the Country
Ceiling moves in line with the sovereign LT IDR.

Ordu Yardimlasma Kurumu (Oyak)

Fitch has downgraded Oyak's LT FC IDR to 'B' from 'B+'. The Outlook
is Negative.

The downgrade follows the downgrade of Turkey's LT FC IDR and
Country Ceiling. Fitch constrains Oyak's LT FC IDR at Turkey's
Country Ceiling due to its high exposure to the Turkish economy.
The Negative Outlook reflects the likely correlation of future
rating actions with changes to the sovereign rating, assuming that
the Country Ceiling moves in line with the sovereign LT IDR.

Arcelik A.S.

Fitch has affirmed Arcelik A.S.'s LT LC IDR at 'BB+'; revised its
Outlook to Negative from Stable and downgraded the LT FC IDR and
senior unsecured ratings to 'BB-' from 'BB'. Fitch has also
assigned a recovery rating (RR) of 'RR4' to the senior unsecured
rating. The Outlook on the LT FC IDR is Negative.

The downgrade of Arcelik's LT FC IDR follows the downgrade of
Turkey's LT FC IDR and Country Ceiling.

The issuer's exposure to the Turkish economy means its FC IDR is
influenced by the Turkish Country Ceiling. Fitch assumes a
two-notch uplift from the Country Ceiling, which reflects Fitch's
expectations that Arcelik has sufficient structural enhancements
that would mitigate transfer and convertibility risks.

The Negative Outlook on the LC IDR reflects Arcelik's exposure to
Turkish economy, where inflationary pressures are increasing. The
revision of the Outlook reflects the likely correlation of future
rating actions with changes to the sovereign rating, assuming that
the Country Ceiling moves in line with the sovereign IDR.

The affirmation of the LT LC IDR reflects Fitch's unchanged
assessment of the fundamental issuer-specific credit
considerations.

Turk Telekomunikasyon A.S. (TT)

Fitch has downgraded TT's LT FC and LC IDRs to 'B' from 'B+' and
the senior unsecured rating to 'B'/'RR4' from 'B+/'RR4'. The
Outlooks on the LT FC and LC IDRs are Negative.

The downgrade of the ratings follows the downgrade of Turkey's LT
FC IDR and Country Ceiling. Fitch constrains TT's LT FC IDR at
Turkey's Country Ceiling due to its high exposure to the Turkish
economy. The Negative Outlook reflects the likely correlation of
future rating actions with changes to the sovereign rating,
assuming that the Country Ceiling moves in line with the sovereign
LT IDR.

The downgrade of the LC IDR reflects the company's strong linkage
with the government as a government-related entity . TT's LC IDR
are constrained by Turkey's sovereign LC IDR of 'B'/Negative.

Turkcell Iletisim Hizmetleri A.S (Tcell)

Fitch has downgraded Tcell's LT FC IDR to 'B' from 'B+' and senior
unsecured rating to 'B'/'RR4' from 'B+'/'RR4'. The Outlook on the
IDR is Negative.

The downgrade follows the downgrade of Turkey's LT FC IDR and
Country Ceiling. Fitch constrains Tcell's LT FC IDR at Turkey's
Country Ceiling due to its high exposure to the Turkish economy.
The Negative Outlook reflects the likely correlation of future
rating actions with changes to the sovereign rating, assuming that
the Country Ceiling moves in line with the sovereign LT IDR.

Emlak Konut Gayrimenkul Yatirim Ortakligi A.S. (Emlak Konut)

Fitch has downgraded the Turkish residential developer Emlak
Konut's LT FC and LC IDRs to 'B' from 'B+'. The Outlooks are
Negative.

The downgrade follows the downgrade of Turkey's LT FC and LC IDRs
and Country Ceiling. Fitch constrains Emlak Konut's LT FC IDR at
Turkey's Country Ceiling, and its LT LC IDR at Turkey's LT LC IDR
due to its high exposure to the Turkish economy. The Negative
Outlook reflects the likely correlation of future rating actions
with changes to the sovereign rating, assuming that the Country
Ceiling moves in line with the sovereign LT IDR.

Aydem Yenilenebilir Enerji Anonim Sirketi (Aydem Renewables)

Fitch has downgraded Aydem Yenilenebilir Enerji Anonim Sirketi's
(Aydem Renewables) LT FC IDR to 'B' from 'B+'. The Outlook on the
IDR is Negative. Simultaneously, Fitch has downgraded Aydem's
senior secured rating to 'B'/'RR4' from 'B+'/'RR4'.

The downgrade follows the downgrade of Turkey's LT FC IDR, LT LC
IDR and the Country Ceiling to 'B' from 'B+'. Fitch constrains
Aydem's LT FC IDR at Turkey's Country Ceiling due to its fully
domestic operations and majority of cash being held in Turkish
banks. The Negative Outlook reflects the likely correlation of
future rating actions with changes to the sovereign rating,
assuming that the Country Ceiling moves in line with the sovereign
LT IDR.

Ronesans Gayrimenkul Yatirim A.S. (RGY)

Fitch has revised Turkish property company RGY's Outlook to
Negative from Stable, while affirming the LT IDR at 'B' and senior
unsecured rating at 'B'/'RR4'.

The Outlook revision follows the downgrade of Turkey's LT FC IDR,
LT LC IDR and the Country Ceiling to 'B' from 'B+'. The Negative
Outlook reflects that of the sovereign rating, and indicates a
likely correlation of future rating actions with changes to the
sovereign rating, assuming that the Country Ceiling moves in line
with the sovereign's IDR. RGY's real estate assets and revenue
source are all located in Turkey.

Petkim Petrokimya Holdings A.S. (Petkim)

Fitch has downgraded Petkim Petrokimya Holdings A.S.'s (Petkim) LT
FC IDR to 'B' from 'B+'. The Outlook on the IDR is Negative.
Simultaneously, Fitch has downgraded Petkim's senior unsecured
rating to 'B'/'RR4' from 'B+'/'RR4'.

The downgrade follows the downgrade of Turkey's LT FC IDR, LT LC
IDR and the Country Ceiling to 'B' from 'B+'. The Negative Outlook
reflects the likely correlation of future rating actions with
changes to the sovereign rating, assuming that the Country Ceiling
moves in line with the sovereign LT IDR.

Turkiye Petrol Rafinerileri A.S. (Tupras)

Fitch has downgraded Turkiye Petrol Rafinerileri A.S.'s (Tupras) LT
FC and LT LC IDRs to 'B' from 'B+'. The Outlooks are Negative.
Simultaneously, Fitch has downgraded Tupras's senior unsecured
rating to 'B'/'RR4' from 'B+'/'RR4'.

The downgrade follows the downgrade of Turkey's LT FC IDR, LT LC
IDR and the Country Ceiling to 'B' from 'B+'. The Negative Outlook
reflects the likely correlation of future rating actions with
changes to the sovereign rating, assuming that the Country Ceiling
moves in line with the sovereign LT IDR.

Sasa Polyester Sanayi Anonim Sirketi (Sasa)

Fitch has affirmed Sasa's LT FC IDR at 'B' and revised its Outlook
to Negative from Stable.

The revision of the outlook follows the downgrade of Turkey's LT FC
IDR, LT LC IDR and the Country Ceiling to 'B' from 'B+'. The
Negative Outlook reflects the likely correlation of future rating
actions with changes to the sovereign rating, assuming that the
Country Ceiling moves in line with the sovereign LT IDR.

KEY RATING DRIVERS

For full key ratings drivers and ESG considerations for each
issuer, see the rating action commentaries (RACs) listed below:

'Fitch Affirms Sisecam at 'BB-'; Outlook Stable' dated June 24
2021

'Fitch Affirms Ordu Yardimlasma Kurumu (OYAK) at 'BB-'; Outlook
Negative' dated January 10 2022

'Fitch Upgrades Arcelik to 'BB+'; Outlook Stable' dated June 1
2021

'Fitch Affirms Turk Telekom at 'BB-'; Outlook Stable' dated March
31 2022

'Fitch Affirms Turkcell at 'BB-'; Outlook Stable' dated November
17 2021

'Fitch Affirms Emlak Konut at 'BB-'; Outlook Stable' dated October
13 2021

'Fitch Upgrades Petkim to 'B+'; Outlook Stable' dated October 12
2021

'Fitch Revises Tupras's Outlook to Stable; Affirms at 'B+'' dated
October 20 2021

'Fitch Assigns Sasa Polyester First-Time 'B' IDR; Outlook Stable'
dated July 6 2022

'Fitch Assigns Aydem Renewables First-Time IDR and Bond at
'B+(EXP)' dated Jul 19 2021

'Fitch Revises Ronesans Gayrimenkul Yatirim's Outlook to Stable;
Affirms at 'B'' dated Oct 27 2021

DERIVATION SUMMARY

See relevant RACs for each issuer.

KEY ASSUMPTIONS

See relevant RACs for each issuer.

For issuers with IDRs of 'B+' and below, Fitch performs a recovery
analysis for each class of obligations of the issuer. The issue
rating is derived from the IDR and the relevant RR and notching,
based on the going-concern (GC ) enterprise value (EV) of the
company in a distressed scenario or its liquidation value.

Sisecam

-- The recovery analysis assumes that Sisecam would be a GC in
    bankruptcy and that the company would be reorganised rather
    than liquidated;

-- A 10% administrative claim is assumed.

GC Approach

-- The GC EBITDA estimate reflects Fitch's view of a sustainable,

    post-reorganisation EBITDA level upon which Fitch bases the
    valuation of the company;

-- The GC EBITDA is estimated at TRY5.2 billion;

-- Fitch assumes an EV multiple of 5x.

With these assumptions, Fitch's waterfall generated recovery
computation (WGRC) for the senior unsecured notes is in the 'RR1'
band. However, according to Fitch's Country-Specific Treatment of
Recovery Ratings Criteria, the RR for Turkish corporate issuers is
capped at 'RR4'. The RR for senior unsecured notes is, therefore,
'RR4' with the WGRC output percentage at 50%.

TT

-- The recovery analysis assumes that TT would be a GC in
    bankruptcy and that the company would be reorganised rather
    than liquidated;

-- A 10% administrative claim is assumed.

GC Approach

-- The GC EBITDA estimate reflects Fitch's view of a sustainable,

    post-reorganisation EBITDA level upon which Fitch bases the
    valuation of the company;

-- The GC EBITDA is estimated at TRY12.3 billion;

-- Fitch assumes an EV multiple of 4x.

With these assumptions, Fitch's WGRC for the senior unsecured notes
is in the 'RR1' band. However, according to Fitch's
Country-Specific Treatment of Recovery Ratings Criteria, the RR for
Turkish corporate issuers is capped at 'RR4'. The RR for senior
secured notes is, therefore, 'RR4' with the WGRC output percentage
at 50%.

Tcell

-- The recovery analysis assumes that Tcell would be a GC in
    bankruptcy and that the company would be reorganised rather
    than liquidated;

-- A 10% administrative claim is assumed.

GC Approach

-- The GC EBITDA estimate reflects Fitch's view of a sustainable,

    post-reorganisation EBITDA level upon which Fitch's bases the
    valuation of the company;

-- The GC EBITDA is estimated at TRY10 billion;

-- Fitch assumes an EV multiple of 4x.

With these assumptions, Fitch's WGRC for the senior unsecured notes
is in the 'RR2' band. However, according to Fitch's
Country-Specific Treatment of Recovery Ratings Criteria, the RR for
Turkish corporate issuers is capped at 'RR4'. The RR for senior
secured notes is, therefore, 'RR4' with the WGRC output percentage
at 50%.

Aydem Renewables

-- The recovery analysis assumes that Aydem Renewables would be a

    GC in bankruptcy and that the company would be reorganised
    rather than liquidated;

-- A 10% administrative claim is assumed.

GC Approach

-- The GC EBITDA estimate reflects Fitch's view of a sustainable,

    post-reorganisation EBITDA level upon which Fitch bases the
    valuation of the company;

-- The going-concern EBITDA is estimated at USD99 million;

-- Fitch assumes an EV multiple of 5x.

With these assumptions, Fitch's WGRC for the senior secured notes
is in the 'RR3' band. However, according to Fitch's
Country-Specific Treatment of Recovery Ratings Criteria, the RR for
Turkish corporate issuers is capped at 'RR4'. The RR for senior
secured notes is, therefore, 'RR4' with the WGRC output percentage
at 50%.

Petkim

-- The recovery analysis assumes that Petkim would be considered
    a GC in bankruptcy and that the company would be reorganised
    rather than liquidated;

-- Fitch estimates the GC EBITDA at USD220 million. It reflects
    Petkim's performance in a low cycle with future benefits from
    synergies with the STAR Refinery. An EV multiple of 4x was
    applied to the GC EBITDA, reflecting its single-site business
    with exposure to emerging markets;

-- After a deduction of 10% for administrative claims, and taking

    into account Fitch's Country-Specific Treatment of Recovery
    Ratings Criteria, Fitch's analysis resulted in a WGRC in the
    'RR4' band, indicating a 'B' instrument rating. The waterfall
    analysis output percentage on current metrics and assumptions
    was 50%.

Tupras

Our recovery analysis is based on a liquidation value approach,
which yields a higher value than a GC approach. It assumes Tupras
will be liquidated in a bankruptcy rather than reorganised.

The liquidation estimate reflects Fitch's view of the value of
balance-sheet assets that can be realised in a sale or liquidation
conducted during a bankruptcy or insolvency proceedings and
distributed to creditors.

-- Fitch has applied a 100% discount to cash held;

-- Fitch has applied a 25% discount to account receivables based
    on the analysis of Tupras's receivables portfolio and peer
    analysis;

-- Fitch has applied a 25% discount to inventory, lower than the
    usual 50% discount as Fitch considers commodities to be more
    readily marketable;

-- Fitch has applied a 50% discount to net property, plant and
    equipment based on the quality of the company's assets and
    peer analysis;

-- All loans and bonds are unsecured and rank pari passu;

-- After a deduction of 10% for administrative claims, and taking

    into account Fitch's Country-Specific Treatment of Recovery
    Ratings Criteria, Fitch's analysis resulted in a WGRC in the
    'RR4' band, indicating a 'B' instrument rating. The WGRC
    output percentage on current metrics and assumptions was 50%.

RATING SENSITIVITIES

Sisecam

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

-- Fitch does not expect the ratings to be upgraded while they
    are constrained by Turkey's Country Ceiling.

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

-- A lowering of Turkey's Country Ceiling;

-- Funds from operations (FFO) margin below 8%;

-- FFO net leverage above 4.5x on a sustained basis.

Oyak

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

-- Fitch does not expect the rating to be upgraded while it is
    constrained by Turkey's Country Ceiling.

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

-- Fitch-adjusted dividend interest coverage below 3.0x;

-- Weakening in the credit quality of its portfolio, leading to a

    blended income stream assessment of 'b-' or below;

-- Fitch-adjusted LTV ratio sustained above 50%;

-- Decreased diversification of cash flow leading to increasing
    dependency on a single asset.

Arcelik

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

-- The ratings could be upgraded if Turkey's Country Ceiling was
    upgraded, in conjunction with an improvement in Arcelik's
    Standalone Credit Profile (SCP);

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

-- A lowering of Turkey's Country Ceiling;

-- Receivables-adjusted FFO net leverage above 3.5x;

-- Substantial deterioration in liquidity;

-- FFO margin below 6%;

-- Consistently negative free cash flow (FCF).

TT

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

-- A positive rating action on Turkey would lead to positive
    rating action on TT, provided TT's SCP is at the same level or

    higher than the sovereign rating, and the links between the
    government and TT remain strong.

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

-- FFO net leverage above 5.0x on a sustained basis;

-- Material deterioration in pre-dividend FCF margin, or in the
    regulatory or operating environments;

-- A negative rating action on Turkey's Country Ceiling or LT LC
    IDRs could lead to a negative rating action on TT's LT FC or
    LT LC IDRs;

-- Sustained increase in FX mismatch between company's net debt
    and cash flow;

-- Excessive reliance on short-term funding, without adequate
    liquidity over the next 12-18 months.

Tcell

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

-- An upgrade of the Country Ceiling, assuming no change in
    Tcell's underlying credit quality.

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

-- FFO net leverage above 5.0x on a sustained basis;

-- Material deterioration in pre-dividend FCF margin, or in the
    regulatory or operating environments;

-- A sustained increase in FX mismatch between net debt and cash
    flow;

-- A downgrade of Turkey's Country Ceiling;

-- Excessive reliance on short-term funding, without adequate
    liquidity over the next 12-18 months.

Emlak Konut

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

-- An upgrade of Turkey's sovereign rating and Country Ceiling,
    although unlikely given the Negative Outlook.

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

-- Deterioration of the operating environment and a downgrade of
    Turkey's sovereign rating and Country Ceiling;

-- FFO gross and net leverage above 6.0x and 5.5x, respectively;

-- Material change in the relationship with TOKI, causing
    deterioration in Emlak Konut's financial profile and financial

    flexibility;

-- Deterioration in liquidity profile over a sustained period.

Aydem Renewables

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

-- Fitch does not anticipate an upgrade, as reflected in the
    Negative Outlook. An improved financial profile with FFO
    leverage below 5.5x, FFO net leverage below 5x and FFO
    interest cover above 2x on a sustained basis without
    significant weakening in revenue visibility, together with a
    revision of the Outlook on the sovereign to Stable, would
    result in a revision of the Outlook to Stable on Aydem
    Renewables.

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

-- A downgrade of Turkey.

-- Delayed commissioning of new projects, generation volumes well

    below current forecasts, a sustained reduction in
    profitability or a more aggressive financial policy leading to

    a failure to reduce FFO leverage above 5.5x, FFO net leverage
    above 5x and to maintain FFO interest cover below 2x by 2024.
    Deterioration of the business mix with FiT-linked revenue
    representing less than 60% on a structural basis could lead to

    a tightening of these sensitivities;

-- Disruption of payments from the Energy Market Regulatory
    Authority, reduction of FiTs or cancellation of FiTs' hard-
    currency linkage or assets switching to merchant price faster
    than assumed by the existing business plan.

RGY

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

Given the negative Outlook, the rating is unlikely to be upgraded
in the near term. A positive rating action is currently limited by
Turkey's Country Ceiling and the sovereign's Negative Outlook.

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

-- Further weakening of Turkish economic conditions and/or a
    further significant depreciation in the Turkish lira;

-- Net debt/EBITDA above 11.5x over a sustained period;

-- Reduced headroom in Eurobond and secured debt covenants
    leading to a breach of covenants;

-- Failure to address refinancing risk at least 12 months ahead
    of these debt maturities, including clarifying the expected
    currency, interest rate and tenor of refinanced debt.

Tupras

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

-- The ratings have Negative Outlooks; therefore, a positive
    rating action is unlikely at least in the short term. The
    revision of the Outlook to Stable on Turkey would be
    replicated for the company.

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

-- A downgrade of Turkey's Country Ceiling.

-- FFO net leverage consistently above 6.0x.

-- Worsening liquidity.

-- Consistently negative FCF.

Petkim

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

-- The rating has a Negative Outlook; therefore, a positive
    rating action is unlikely at least in the short term. The
    revision of the Outlook to Stable on Turkey would be
    replicated for the company.

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

-- A downgrade of Turkey's Country Ceiling;

-- FFO net leverage sustainably above 4.0x;

-- A prolonged downturn in petrochemical market leading to
    sustained erosion in margins;

-- Aggressive financial policies increasing debt quantum and/or
    leading to negative FCF over a sustained period.

Sasa

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

-- The rating is on a Negative Outlook; therefore, a positive
    rating action is unlikely at least in the short term. The
    revision of the Outlook to Stable on Turkey would be
    replicated for the company.

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

-- A downgrade of Turkey's Country Ceiling;

-- Aggressive expansion plan, large dividends to the parent or
    cross-group guarantees leading to FFO net leverage above 4.5
    and net debt/EBITDA above 5x, both on a sustained basis.

-- Recurring negative FCF.

-- Weakening 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.

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
   ----            ------                    --------       -----

Emlak Konut      LT IDR      B     Downgrade                B+
Gayrimenkul Yatirim Ortakligi A.S.

                 LC LT IDR   B     Downgrade                B+

Turk             LT IDR      B     Downgrade                B+
Telekomunikasyon A.S.

                 LC LT IDR   B     Downgrade                B+

   senior        LT          B     Downgrade    RR4         B+
   unsecured

Turkiye          LT IDR      B     Downgrade                B+
Sise ve
Cam Fabrikalari AS

   senior        LT          B     Downgrade    RR4         B+
   unsecured

Ronesans         LT IDR      B     Affirmed                 B
Gayrimenkul Yatirim A.S.

   senior        LT          B     Affirmed     RR4         B
   unsecured

Turkcell         LT IDR      B     Downgrade                B+
Iletisim Hizmetleri A.S

   senior        LT          B     Downgrade    RR4         B+
   unsecured

Turkiye          LT IDR      B     Downgrade                B+
Petrol
Rafinerileri A.S. (Tupras)

                 LC LT IDR   B     Downgrade                B+

   senior        LT          B     Downgrade     RR4        B+
   unsecured

Sasa             LT IDR      B     Affirmed                 B
Polyester
Sanayi Anonim Sirketi

Petkim           LT IDR      B     Downgrade                B+
Petrokimya Holdings A.S.

   senior        LT          B     Downgrade     RR4        B+
   unsecured

Arcelik A.S.     LT IDR      BB-   Downgrade                BB

                 LC LT IDR   BB+   Affirmed                 BB+

   senior        LT          BB-   Downgrade     RR4        BB
   unsecured

Ordu             LT IDR      B     Downgrade                B+
Yardimlasma Kurumu (Oyak)

Aydem            LT IDR      B     Downgrade                B+
Yenilenebilir
Enerji Anonim Sirketi

   senior        LT          B     Downgrade     RR4        B+
   secured


ULKER BISKUVI AS: Fitch Lowers IDR to 'B', On Rating Watch Neg.
---------------------------------------------------------------
Fitch Ratings has downgraded Ulker Biskuvi Sanayi A.S.'s (Ulker)
Long-Term Foreign-Currency (FC) Issuer Default Rating (IDR) to 'B'
from 'B+'. Fitch has also downgraded its senior unsecured rating to
'B' from 'B+'. The Recovery Rating is 'RR4'. All ratings have been
placed on Rating Watch Negative (RWN).

The rating downgrade reflects Fitch's expectation that Ulker's
leverage will remain high over 2022-2023 after a material increase
in 2021.Fitch expects a continuing weak local currency to inflate
the level of debt and its cost, as well as put downward pressure on
profits via increased input costs, all of which are mostly
denominated in hard currencies. Fitch expects this to both limit
the prospects for cash flow generation and deleveraging, despite
some mitigation from greater stability of the group's international
operations.

The RWN incorporates uncertainty around refinancing of debt
maturing in April 2023, including the group's ability and intention
to use its financial investments as a source of repayment.

The rating remains supported by Ulker's strong market position in
the Turkish confectionery market, which has so far enabled it to
successfully pass on cost increases, by adequate profitability and
by prospects over the longer term of a resumption of positive free
cash flow (FCF) generation.

KEY RATING DRIVERS

Lira Depreciation Raises Leverage: Fitch expects the continued
sharp lira devaluation since end-2021 to drive a significant
increase in Ulker's funds from operations (FFO) net leverage to
above 6.5x in 2022 (2021: 6.2x; 2020: 3.9x) and to remain above
6.0x in 2023. The majority of Ulker's debt is denominated in euro
and US dollars. Fitch sees some scope from 2024 for leverage
metrics to return to below 5.0x, a level which, if maintained,
would be solid for the rating. However, this would be reliant on a
significant reduction of debt and a stabilisation of the Turkish
lira exchange rate.

Foreign Operations; Hard-Currency Cash: Ulker's foreign operations
and its policy to maintain around 80% of cash in hard currencies
help to reduce foreign-exchange (FX) exposure but do not fully
eliminate FX risks. In 2021, foreign operations accounted for 40%
of Ulker's revenue and 45% of EBITDA, via hard currency-denominated
exports and sales in Saudi riyal and United Arab Emirates dirham,
which are pegged to the US dollar.

Uncertain Mitigation from Financial Investments: Unlike Ulker,
Fitch does not treat short-term reported financial investments
(TRY6.4 billion at end-2021) as cash equivalents. While these
resources could be used to cover the repayment of TRY6.2
billion-equivalent of hard-currency debt (as of end-2021) maturing
in April 2023, these consist mostly of hard-currency investments in
traded equity, fixed income and alternative investments, which are
subject to market fluctuations and had slightly decreased in
Turkish lira-equivalent value as of end-March 2022. Fitch also
believes that Turkish government policies to stabilise the lira are
becoming increasingly interventionist as well as unpredictable,
making financial investments an uncertain source of liquidity.

Opportunistic Cash Management: The rating continues to reflect the
uncertainty around Ulker's cash- management decisions as there is
no policy on how much cash can be allocated to investments in
financial assets and loans to related parties. For instance,
Fitch's negative rating sensitivity was breached in 2020 as the
group's cash balance was reduced by a loan Ulker provided to parent
Yildiz and investments in financial assets.

Resilient Performance: Ulker delivered strong revenue growth in
2021 and 1Q22 of 29% and 111.4%, respectively, as it passed on
major cost increases. EBITDA margin rose to 21% in 1Q22 (1Q21:
19.6%), and Fitch expects it to remain at 2021 levels in 2022. This
performance was enabled by a forward-looking and active management
of input materials, which were partly procured in advance, by
strong pricing power due to the appeal of its products, as well as
a strong consumer environment in both Turkey and its other markets
of operation so far.

Possible Profit Erosion: In contrast to the current supportive
consumer environment in Turkey, Fitch sees risk of a more
challenging trading environment ahead, with potential erosion of
consumer spending power by continued high inflation. Fitch also
projects more limited pricing power capability for Ulker,
particularly once the benefits of its procurement policies run out,
likely from 4Q22.

FCF to Remain Negative: Following positive FCF in 2019-2020 as the
group's investment cycle was gradually completed, currency
devaluation and a focus on securing inventory stocks in an
inflationary environment turned FCF negative in 2021. This was
largely due to high working-capital movements, as well as the
resumption of a dividend payment in 2021. Fitch expects this to
continue into 2022-2024 and to weigh on the group's deleveraging
capacity.

Largest Confectionery Producer in Turkey: Ulker's ratings continue
to benefit from the group's strong position as the largest
confectionery producer in Turkey with a 36% market share in its
snack category market at end-March 2022. Ulker has leading market
shares in chocolate and biscuits but is behind Eti, its largest
competitor, in the cake category. The group is also a strong
producer in Egypt and Saudi Arabia.

Ring-Fencing from Parent: The rating is premised on Ulker being
ring-fenced from the rest of Yildiz group and Fitch assumes that
Ulker's cash flows will not be used to service the substantial debt
at Yildiz nor at Ulker's sister companies. However, Fitch included
in their calculation of leverage metrics the guarantees Ulker
provides for obligations of third parties.

Related-Party Transactions: Ulker has an ESG Relevance Score of '4'
for group structure as its operations are characterised by
transactions with companies that are ultimately owned by its
shareholder Yildiz. These related-party transactions are mostly in
the group's ordinary course of business, including sales to modern
and traditional retail and procurement of chocolate dough and flour
from Onem. Financial transparency improved after Ulker acquired
Onem, which had accounted for as high as 35% of Ulker's costs of
goods sold in 2020.

Additionally, Ulker pays royalties to Yildiz, which owns the brands
under which Ulker markets its products. Fitch assumes these
transactions will continue to be conducted at arm's length and will
not result in significant cash leakage outside Ulker's consolidated
scope of activities.

DERIVATION SUMMARY

Ulker compares well against Argentinean confectionery producer
Arcor S.A.I.C. (Foreign-Currency IDR: B/Stable, Local-Currency IDR:
B+/Stable) due to similar operational scale, strength of local
brands and geographic diversification. Both companies generate
about 30%-40% of revenue outside their domestic markets. Ulker's
rating is the same as Arcor's Local-Currency IDR, despite stronger
EBITDA margins, positive FCF and lower volatility in operating
performance. This is because these strengths are offset by
significantly higher leverage. Arcor's Foreign-Currency IDR cannot
be rated more than one notch higher than Argentina's Country
Ceiling.

Ulker is rated on a par with beauty company Oriflame Investment
Holding Plc (B/Negative), which also operates mostly in emerging
markets and whose performance and Outlook are affected by exposure
to more challenging cost- and consumer-trading environments.
Oriflame has an EBITDA margin at around 8%-10%, lower than Ulker's
18%, and Fitch sees risks that its net leverage may rise to 10.0x
in 2022. While Fitch expects Oriflame's net leverage to fall over
time Fitch also sees risks it could remain above 6.0x until
end-2024.

Ulker is rated lower than Mexico-based Grupo Bimbo, S.A.B. de C.V.
(BBB/Stable), the world's largest baked goods producer with about a
3% market share, due to its smaller scale and geographic footprint
and higher leverage.

No parent-subsidiary linkage, Country Ceiling or
operating-environment aspects were applied to Ulker's rating. Fitch
could consider linking Ulker's rating to Yildiz's credit profile if
the current ring-fencing weakens.

KEY ASSUMPTIONS

-- USD/TRY at 20 at end-2022, 24.9 at end-2023 and 27.7 at end-
    2024;

-- Revenue CAGR of 51% over 2022-2025, driven mostly by
    inflation;

-- EBITDA margin broadly maintained in 2022, reducing in 2023,
    before recovering gradually over 2024-2025;

-- No investment in financial assets in 2022-2025;

-- Capex at 2.5% of sales each year through to 2025;

-- Dividends of TRY350 million a year through to 2025.

KEY RECOVERY RATING ASSUMPTIONS

Under Fitch's Corporates Recovery Ratings and Instrument Ratings
Criteria, Fitch applies a bespoke approach to recovery analysis for
issuers rated 'B+' and below. Fitch's recovery analysis assumes
that Ulker would be reorganised as a going-concern (GC) in
bankruptcy rather than liquidated, given the inherent value in its
brands and market positions. Fitch has assumed a 10% administrative
claim.

Fitch assesses Ulker's GC EBITDA at around USD185 million. Fitch
estimates that at this level of EBITDA, after undertaking
corrective measures, the group would generate neutral to negative
FCF. An enterprise value (EV) multiple of 4.5x EBITDA is applied to
the GC EBITDA to calculate a post-reorganisation EV. It is also
slightly higher than the 4x Fitch assumes for Ukrainian poultry
producer MHP SE (rated C).

In Fitch's debt waterfall Fitch assumes that Ulker's debt ranks
pari-passu as it is unsecured and issued by operating companies.
Ulker, which bears around 80% of the consolidated group's debt, is
also the second- largest operating company within the group.

Our waterfall analysis generated a ranked recovery for the senior
unsecured debt, including its USD650 million Eurobond, in the 'RR3'
band, indicating a higher rating than the IDR as the waterfall
analysis output percentage on current metrics and assumptions was
55%. However, the Eurobond is rated in line with Ulker's IDR of 'B'
as notching up is not possible due to the Turkish jurisdiction. The
Recovery Rating and the waterfall analysis output percentage remain
capped at 'RR4' and 50% respectively.

RATING SENSITIVITIES

Factors that could, individually or collectively, lead to an
upgrade:

-- Funds from operations (FFO) net leverage consistently below
    5.0x, supported by stabilisation of the Turkish lira and a
    consistent financial and cash management policy as well as a
    successful debt refinancing in 2023;

-- Stable market share in Turkey or internationally;

-- Neutral to positive FCF on a consistent basis.

Factors that could, individually or collectively, lead to a Stable
Outlook:

-- Progress with refinancing of debt maturing in 2023 with a
    comfortable maturity schedule;

-- Visibility on FFO net leverage remaining below 6.0x along with

    EBITDA/interest cover trending towards 3x.

Factors that could, individually or collectively, lead to a
downgrade:

-- Deteriorated liquidity position with inability to repay or to
    refinance debt maturing in 2023 at comfortable maturity;

-- FFO net leverage remaining above 6.0x;

-- Larger-than-assumed M&A, investments in high-risk securities
    or related-party transactions leading to significant cash
    leakage outside Ulker's scope of consolidation;

-- Increased competition or consumers trading down that erode
    Ulker's market share in Turkey or internationally;

-- FCF remaining permanently negative.

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

Increased Liquidity Risks: Fitch estimates that with USD/TRY at
14.7 at end-March 2022, Ulker had cash and cash equivalents of TRY3
billion. This, together with Fitch's expectation of negative FCF,
was insufficient to cover almost TRY10 billion of debt due until
April 2023.

Ulker's next material debt maturity is in April 2023, when its
USD110 million and EUR244 million syndicated loans and EUR75
million EBRD loan are due. Fitch believes that refinancing risks
have increased due to the sharp lira devaluation, the deteriorated
economic environment in Turkey and generally higher risk aversion
in debt markets. This is reflected in the RWN.

Risks would reduce if Ulker liquidates a part of its sizeable
financial asset portfolio (valued at TRY6.2 billion at end-March
2022), which Fitch believes could happen if refinancing is
unavailable. However, the value of these assets is volatile and the
intention of the group is uncertain with regard to its utilisation
for debt redemption.

ISSUER PROFILE

Ulker is the largest confectionary producer in Turkey (B/Negative),
with a presence in Saudi Arabia, Egypt, Kazakhstan, UAE and
exporting mainly to the rest of MENA countries but also to USA, the
UK, China and Japan.

ESG CONSIDERATIONS

Ulker has an ESG Relevance Score of '4' for group structure due to
the complexity of the structure of the wider Yildiz group and
material related-party transactions. This has a negative impact on
the credit profile, and is 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.

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

Ulker                 LT IDR   B   Downgrade           B+
Biskuvi Sanayi A.S.

   senior unsecured   LT       B   Downgrade    RR4    B+



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

A W CURTIS: Enters Liquidation, 60 Jobs Affected
------------------------------------------------
Paul Whitelam at LincolnshireLive reports that 60 workers are
reportedly facing redundancy as A W Curtis Bakers and Butchers Ltd
enters liquidation.

The company, which runs the Curtis's factory in Long Leys Road,
Lincoln, is a separate business to Curtis of Lincoln Limited Shops
which operates a chain of bakery shops across the county,
LincolnshireLive notes.

According to LincolnshireLive, BBC Radio Lincolnshire reports that
around 60 workers at the A.W. Curtis Bakers and Butchers Ltd
factory are facing losing their jobs. Curtis of Lincoln posted on
Facebook on July 21: "Despite [Thurs]day's news of A W Curtis
Bakers and Butchers Limited going into liquidation, we wish to
confirm that Curtis of Lincoln Limited Shops are unaffected, still
trading and the favourite Curtis lines will still be available in
our stores."


CANTERBURY FINANCE 1: Fitch Affirms  'BB+' Class F Notes Rating
---------------------------------------------------------------
Fitch Ratings has upgraded Canterbury Finance No 1 PLC's (CF1)
class E notes and Canterbury Finance No 2 PLC's (CF2) class B, D, E
and F notes, while affirming the rest. Fitch has removed both
transactions' class B to X notes from Under Criteria Observation
(UCO). A full list of rating actions is below.

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

Canterbury Finance No.1 PLC

A2 XS2020619230   LT    AAAsf    Affirmed   AAAsf

B XS1876157394    LT    AAAsf    Affirmed   AAAsf

C XS1876157477    LT    A+sf     Affirmed   A+sf

D XS1876157634    LT    A-sf     Affirmed   A-sf

E XS1876157717    LT    BBB+sf   Upgrade    BB+sf

F XS1876157980    LT    BB+sf    Affirmed   BB+sf

X XS1876158012    LT    BB+sf    Affirmed   BB+sf

Canterbury Finance No.2 PLC

A1 XS2133480199   LT    AAAsf    Affirmed   AAAsf

A2 XS2133481080   LT    AAAsf    Affirmed   AAAsf

B XS2133483458    LT    AAAsf    Upgrade    AA+sf

C XS2133483706    LT    A+sf     Affirmed   A+sf

D XS2133483888    LT    A+sf     Upgrade    A-sf

E XS2133483961    LT    Asf      Upgrade    BBB-sf

F XS2133484001    LT    BBB+sf   Upgrade    BB+sf

X XS2133484340    LT    BB+sf    Affirmed   BB+sf

TRANSACTION SUMMARY

CF1 and CF2 are static securitisations of buy-to-let (BTL)
mortgages originated after 2017 by OneSavings Bank PLC (OSB),
trading under its Kent Reliance brand, in England and Wales. The
loans are serviced by OSB via its UK-based staff and offshore
team.

KEY RATING DRIVERS

Updated UK RMBS Criteria: Fitch updated its UK RMBS Rating Criteria
on 23 May 2022, including its sustainable house price assumptions
for each of the 12 UK regions, house price indexation and gross
disposable household income. The changes increased the regional
multiples for all regions other than North East and Northern
Ireland. The sustainable house price is now higher in all regions
except Northern Ireland. This has a positive impact on recovery
rates (RR) and, consequently, Fitch's expected loss in UK RMBS
transactions. The updated criteria contributed to today's
upgrades.

Asset Performance within Expectations: The pools consist of UK BTL
mortgage loans advanced to borrowers with no adverse credit
history. The pools are performing in line with Fitch's
expectations, with total arrears about 4.2% and 3.3%, respectively,
of the collateral balance for CF1 and CF2, up from 3.3% and 2.1% a
year ago. This is due to an increase in the number of borrowers in
early-stage arrears while the collateral balance has amortised
substantially in the past year.

Late-stage arrears, 0.9% of the collateral balance for both CF1 and
CF2, have performed in line with Fitch's BTL index. No
repossessions have been reported to date for either transaction.

Increasing Credit Support: Credit enhancement (CE) for the class A
notes has increased, respectively, to 34.9% and 30.1% for CF1 and
CF2, from 17.0% and 18.5% at closing, as a result of sequential
note paydown. Additionally, the non-amortising general reserve
funded at 1.5% of the collateralised notes balance at the closing
date provides liquidity and credit support to the class A1 to F
notes in both transactions.

Liquidity Access Constrains Junior Notes: Only the class A and B
notes in each transaction are able to access the liquidity reserve.
Fitch tests all 'AAsf' category rated notes and above for their
ability to withstand a payment interruption event. In these
transactions, the liquidity provisions are insufficient for the
class C notes and junior notes in each transaction to achieve a
rating above 'A+sf'. In the 'Asf' category and below payment
interruption risk is mitigated by a legal regime protecting funds
in the servicers' account, by deferability of interest when the
relevant class note is not most senior and by the frequency of
transfers to the transaction account bank.

Strong Excess Spread: The portfolios can generate substantial
excess spread as the assets earn significantly higher yields than
the notes' interest and transaction senior costs. Prior to the
step-up date the excess spread class X notes receive principal via
available excess spread in the revenue priority of payments. On and
after the step-up date the available excess spread is diverted to
the principal waterfall and can be used to amortise the
collateral-backed notes.

The class X notes of CF1 have been paid down to GBP91,000 as at the
May interest payment date, while for CF2 about 3.3% of its class X
notes remain. Fitch caps excess spread notes' ratings at 'BB+sf'
due to their vulnerability to volatile loan prepayment rates.

RATING SENSITIVITIES

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

The transactions' performance may be affected by changes in market
conditions and economic environment. Weakening economic performance
is strongly correlated to increasing levels of delinquencies and
defaults that could reduce CE available to the notes.

In addition, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes' ratings
susceptible to negative rating action depending on the extent of
the decline in recoveries. Fitch conducts sensitivity analyses by
stressing both a transaction's base-case foreclosure frequency (FF)
and recovery rate (RR) assumptions. For example, a 15% WAFF
increase and 15% WARR decrease would imply downgrades of the
mezzanine notes of up to one category.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and, potentially,
upgrades. Fitch tested an additional rating sensitivity scenario by
applying a decrease in the WAFF of 15% and an increase in the WARR
of 15%, implying upgrades of up to one rating category.

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.

Prior to the transactions' closing, 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.

Prior to the transactions' closing, 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.

CATHEDRAL HOTEL: Enters Administration, Halts Operations
--------------------------------------------------------
Gemma Gibson at Salisbury Journal reports that the Cathedral Hotel
and Old Mill in Salisbury have gone into administration, remaining
closed until further notice.

Tommy Roberts, who manages both sites under Old Sarum Hotels Ltd,
on July 21 confirmed to the Journal that the administration process
is underway.

Mr. Roberts added he is currently in the process of cancelling
hotel bookings, the Journal notes.



CONSTELLATION AUTOMOTIVE: Fitch Affirms IDR at B-, Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has affirmed Constellation Automotive Group Limited's
(CAG) Issuer Default Rating (IDR) at 'B-'. The Rating Outlook is
Stable. Fitch has also affirmed the senior secured financing
package of CAG at 'B-'/'RR4'.

The 'B-' IDR reflects the aggressive financial profile based on
recent shareholder actions, which combined with a deteriorating
automotive market environment, is expected to push financial
leverage above 9.0x in fiscal year 2023 (year ending March 2023)
before reducing towards 7.0x by fiscal 2025. The 'B-' IDR also
reflects Fitch's expectations of diminished FCF generation in
fiscal 2023-fiscal 2024 due to lower profitability and rising
interest payments.

Nonetheless, Fitch continues to view the business model as
sustainable with the UK market-leading positions as an integrated
auto-service provider. The group's central position in the used-car
value chain provides multiple sources of fee income with limited
price risk. Furthermore, the group has successfully adapted its
business model to operate fully online auctions following COVID
disrupted 2020 and is boosting profitability in one part of the
business (WeBAC) by taking advantage of strong vehicle buying
margins.

KEY RATING DRIVERS

Weakening Operating Environment: Fitch believes that the consumer
in the UK will continue to weaken and the new car market will
remain disrupted in the near-term, which combined is expected to
dampen volumes and profitability in the group's core remarketing
division in fiscal 2023. The group's vehicle buying division
(WeBAC) continues to perform well, buoyed by high prices for
second-hand cars but despite resilient growth forecasted in this
division, we expect overall group EBITDA to fall to around GBP240
million in fiscal 2023 (versus GBP278 million prior year).

Leverage Temporarily Breaching Negative Sensitivity: Fitch expects
leverage to temporarily breach our negative leverage sensitivity at
9.5x in fiscal 2023 given the lower profitability expected, before
deleveraging towards 8.0x in fiscal 2024 and 6.5x by fiscal 2026.
The high leverage also follows the recent dividend recapitalisation
of the group and is a key rating constraint at 'B-'. In the event
of operational underperformance post-fiscal 2023 and elevated
financial leverage, Fitch would take negative rating action.

Thin FCF Generation: Despite strong post-lockdown trading in fiscal
2021 leading to Fitch-adjusted EBITDA of over GBP270 million (+45%
versus pre-COVID), FCF generation after investments was negative
(-GBP20 million), due to a continued build-up in inventory (WeBAC
and Retail Ready), the acquisition of new distribution centres
(Rockingham) and higher interest expenses. Fitch projects FCF
margins to remain thin, between 0%-0.5% of sales, as the near-term
operating environment worsens, and interest expenses rise on the
group's predominately floating rate debt.

Strong Market Position: CAG's market leading positions (around 2.5x
larger than its nearest competitor), density of auction networks
across the UK, large land requirements and in-house logistics
capabilities are strong competitive advantages against new
entrants. An integrated business model means CAG benefits from fees
across the automotive value chain, generating diversified revenue
streams from preparation, logistics, vehicle-buying and financing
of vehicles on top of the core fees generated from operating car
auctions. This positions CAG at the centre of the used-car market
and supports its stable cash flows, while providing a large pool of
vehicle data that informs its valuation models.

Challenging Market Conditions: Fitch believes that the market
outlook has worsened over the LTM, as overall churn, which is
positive for CAG, has been falling due to the limited supply of new
cars as well as a trend of consumers holding on to their cars for
longer. On top of this, Fitch expects the cost of living crisis to
soften consumer demand in fiscal 2023. However, Fitch does expect
inflation levels and the semi-conductor shortage (main bottleneck
of new car production) to ameliorate in the medium term and
therefore expect a rebound in the market and CAG's earnings by
fiscal 2024.

DERIVATION SUMMARY

Constellation Automotive benefits from a well-integrated business
model with a market-leading position in the UK and growing presence
in Europe, having transitioned to fully online auctions post-COVID.
Constellation is larger and better-integrated across the value
chain than peers in the automotive service industry, which allows
for diversified sources of income and a more resilient financial
profile. Its integration of vehicle-buying, partner-finance and
logistics services is unique among direct peers and allows for some
downside protection.

The key rating constraint for Constellation is its aggressive
financial policy, with the recent shareholder distribution of
around GBP395 million funded by additional debt, and an expected
slowdown in operating performance pushing financial leverage above
8.0x until end-fiscal 2024, under Fitch's current forecasts.
Constellation's leverage relates to a 'ccc+' financial structure
factor rating according to Fitch's generic navigator. Leverage is
higher than 'B' category business services peers such as Irel Bidco
S.a.r.l. (B+/Stable), which typically have a leverage of 5.0x to
6.5x.

KEY ASSUMPTIONS

-- Fitch-adjusted EBITDA of around GBP240 million in fiscal 2023
    (-15% versus fiscal 2022) due to lower market churn and
    depressed new car market; rebound in EBITDA in fiscal 2024
    towards GBP290 million as market conditions are expected to
    normalise, growing by 10%-11% p.a. thereafter towards GBP360
    million by fiscal 2026;

-- Working-capital outflows averaging around GBP30 million-GBP40
    million per year to support continued growth in WeBAC;

-- Capex intensity at around 0.6% of revenue, following
    significant investments made over fiscal 2020-fiscal 2021;

-- No further dividend distributions;

-- Small bolt-on M&A activity of GBP15 million per year.

RATING SENSITIVITIES

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

-- FFO gross leverage sustainably below 8.0x or total debt /
    EBITDA sustainably below 7.0x;

-- Improving profitability within core business divisions driving

    positive FCF generation;

-- FFO interest coverage above 2.0x or EBITDA/interest above
    2.2x.

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

-- FFO gross leverage remaining above 9.5x or total debt/EBITDA
    sustainably above 8.5x;

-- Sustained free cash outflows;

-- Increasing liquidity risk;

-- FFO interest coverage below 1.5x or EBITDA/interest below
    1.7x.

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

At the end of March 2022 (fiscal year end 2022), Constellation had
a cash balance of around GBP75million, supported by available
liquidity of GBP175 million (GBP75 million drawn).

Working capital is structurally negative. However, Fitch expects
working capital cash outflows in the near term as WeBAC continues
to grow and absorb cash while activity in the core remarketing
division, which has a structurally negative working capital
profile, slows down.

The debt structure refinanced is long-dated with maturities in
2027-2029 (SSN in 2027, TLB in 2028 and the second lien term loan
due in 2029).

The partner financing facility, which extends credit to car dealers
for purchases of vehicles, is fully secured against the value of
the vehicles sold and personal guarantees obtained from the owners
of dealerships. The total size of the facility was recently upsized
to GBP300 million (from GBP 250 million) and the most recent draw
at YE 2022 was around GBP230 million.

ISSUER PROFILE

CAG operates the UK's and Europe's largest digital used vehicle
exchanges (both business-to-business and consumer-to-business) and
is a leading provider of automotive solutions in the UK, including
vehicle movement, logistics, storage, pre-delivery inspections,
fleet management, de-fleeting services and refurbishment.

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

   senior secured   LT      B-    Affirmed    RR4    B-

Constellation Automotive Limited

   senior secured   LT      B-    Affirmed    RR4    B-

Senior              LT     CCC    Affirmed    RR6    CCC
Secured 2nd Lien

Constellation      LT IDR   B-    Affirmed           B-
Automotive Group Limited

HOWDEN GROUP: S&P Affirms 'B' LT ICR on TigerRisk Acquisition
-------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on U.K.-based Howden Group Holdings Ltd. and its financing
subsidiaries HIG Finance 2 Ltd. and Hyperion Refinance S.a.r.l. and
our 'B' issue rating and '3' recovery rating on the group's
existing first-lien term loans. S&P is also affirming its 'B' issue
rating and '3' recovery rating on the group's new $875 million
first-lien term B loan.

The stable outlook indicates that S&P thinks Howden is likely to
record strong underlying performance in 2023-2024 and will
successfully integrate TigerRisk, with operating performance and
credit metrics in line with the 'B' rating.

Howden plans to raise GBP490 million of new debt to acquire
TigerRisk and fund its locked account for future mergers and
acquisitions (M&A) by GBP202 million. The transaction will also
involve a material equity contribution, with GBP716 million of
ordinary equity issued and GBP142 million in management-rolled
equity.

The acquisition of TigerRisk follows the recent acquisition of
Align and Aston Lark and is consistent with Howden's strategy of
aggressive, debt-funded acquisitive growth. TigerRisk is the fourth
largest global reinsurance broker in the world and is being
acquired for $1.6 billion. The acquisition will be financed via a
combination of debt and equity as follows:

-- A $875 million (about GBP692 million) incremental first-lien
term loan;

-- GBP716 million of ordinary equity and GBP142 million in
management rolled equity.

TigerRisk provides further diversification in income stream for
Howden. Howden's newly acquired business will focus on reinsurance
brokerage, capital markets, and technology/analytical services with
recurring revenues, strong EBITDA margins, and further exposure to
the U.S. TigerRisk competes with the three largest reinsurance
brokers: Aon, Marsh (Guy Carpenter), and Gallagher Re (fka Willis
Re). While S&P notes the improved income diversification, the
acquisition will cause debt to increase further, resulting in an
additional short-term increase in S&P Global Ratings-adjusted debt
to EBITDA until the acquisition is closed by the end of FY2022. In
addition, the acquisition comes after the already material largely
debt-funded acquisitions of Aston Lark in November 2021 and Align
Financial Holdings in October 2021.

S&P said, "The acquisition positions Howden among the leading
players in the global reinsurance market. At a time of market
disruption, we believe the transaction will create a strong
combined business that will enable Howden to remain credible and
relevant when offering its full services across insurance,
reinsurance, MGA (managing general agent), and capital markets.
Along with the Align and Aston Lark acquisitions, Howden will have
materially increased its scale, and geographic and product
diversification, which we believe strengthens its overall business
risk profile.

"We expect the acquisition to reduce net leverage at forecast
revenue and EBITDA growth rates in 2023 and 2024. Howden's growth
is expected to be strong for FY2023 and FY2024 as it benefits from
the acquisitions. In our base case, we see leverage measured as
adjusted debt to EBITDA to increase to 17.2x in FY2022 and fall
rapidly to about 8.4x in FY2023. We do not include other
significant acquisitions beyond TigerRisk in our base-case
scenario; while M&A remains a core part of Howden's strategy, given
the scale of recent acquisitions, we anticipate the company will
scale back ambitions to focus on consolidation and deleveraging in
the short term."

Outlook

S&P said, "The stable outlook indicates that we expect Howden to
record strong underlying performance in 2023-2024 and to
successfully integrate TigerRisk, Align, and Aston Lark. Although
we forecast adjusted debt to EBITDA will be elevated further in
FY2022, along with negative free operating cash flow (FOCF)
generation, our outlook factors in our expectation of significant
deleveraging and the resumption of sound FOCF generation and cash
interest coverage from FY2023 and FY2024."

Downside scenario

S&P could lower the rating if:

-- Howden faces difficulties integrating the large recent
acquisitions, resulting in persistent delayed deleveraging and
elevated weak credit metrics;

-- FOCF remains negative and we no longer forecast funds from
operations (FFO) cash interest to recover to around 2.0x on a
sustained basis; and

-- Howden undertakes further material debt-financed acquisitions
before fully integrating and consolidating recent material M&A,
leading us to believe that its financial policy has become more
aggressive, with tolerance for sustaining leverage at higher than
historical levels over the longer term.

Upside scenario

S&P considers an upgrade as unlikely in the short term, given the
group's core strategy of debt-funded M&A and high leverage
tolerance, but could consider an upgrade if the group:

-- Improves its credit metrics in line with an aggressive
financial risk profile, alongside a change in financial policy that
supports the maintenance of the metrics at those levels; and

-- Further increases its margins and scale, while cementing a
dominant position in the niche markets it operates in.

Environmental, Social, And Governance

ESG credit indicators: E-2, S-2, G-3

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


NEWDAY FUNDING 2022-2: Fitch Assigns B+(EXP) Rating to Cl. F Notes
------------------------------------------------------------------
Fitch Ratings has assigned expected ratings to NewDay Funding
Master Issuer Plc - Series 2022-2 notes and the privately placed
class A loan note issued by NewDay Funding Loan Note Issuer Ltd as
detailed below.

The assignment of final ratings is contingent on the receipt of
final documentation conforming to information already reviewed.
Fitch expects to affirm NewDay Funding's existing series when it
assigns final ratings to series 2022-2.

   DEBT        RATING
   ----        ------

NewDay Funding Master Issuer Plc

2022-2 Class   LT   AA(EXP)sf    Expected Rating
A Loan Note

2022-2 Class   LT   A(EXP)sf     Expected Rating
C XS2498643589

2022-2 Class   LT   BBB(EXP)sf   Expected Rating
D XS2498643829

2022-2 Class   LT   BB(EXP)sf    Expected Rating
E XS2498644124

2022-2 Class   LT   B+(EXP)sf    Expected Rating
F XS2498644470

TRANSACTION SUMMARY

This transaction incorporates a privately placed loan note where
the most senior class, class A loan note, will be acquired by a
third-party. The remainder of the loan notes will be acquired by
the master issuer, which will issue the class C, D, E and F notes.

The series 2022-2 notes to be issued by NewDay Funding Master
Issuer Plc and the privately placed loan note will be
collateralised by a pool of non-prime UK credit card receivables.
NewDay is one of the largest specialist credit card companies in
the UK, where it is also active in the retail credit card market.
However, the co-brand retail card receivables do not form part of
this transaction.

The collateralised pool consists of an organic book originated by
NewDay Ltd, with continued originations of new accounts, and a
closed book consisting of two legacy pools acquired by the
originator in 2007 and 2010. The legacy pools now only account for
a small portion of the total pool. The securitised pool of assets
is beneficially held by NewDay Funding Receivables Trustee Ltd.

KEY RATING DRIVERS

Non-Prime Asset Pool: The portfolio consists of non-prime UK credit
card receivables. Fitch assumes a steady-state charge-off rate of
18%, with a stress on the low end of the spectrum (3.5x for AAAsf),
considering the high absolute level of the steady-state assumption
and lower historical volatility in charge-offs.

As is typical in the non-prime credit card sector, the portfolio
has low payment rates and high yield. Fitch assumed a steady-state
monthly payment rate of 10% with a 45% stress at 'AAAsf', and a
steady- state yield of 30% with a 40% stress at 'AAAsf'. Fitch also
assumed a 0% purchase rate in the 'Asf' category and above,
considering that the seller is unrated and there is reduced
probability of a non-prime portfolio being taken over by a
third-party in a high-stress environment.

Good Performance, Uncertainties Ahead: Delinquency and charge-off
rates are below pre-pandemic levels and the monthly payment rate
has been strong. However, significant uncertainties remain. The
global energy supply shock is increasing inflationary pressures,
affecting households' purchasing power especially those with less
financial flexibility, a key demographic of this portfolio.

Card usage may be a main way to bridge temporary household finance
pressure, which in Fitch's view could be a source of future
performance stress. Fitch will monitor for notable shifts in
historical usage patterns but although downside risks have
increased, the portfolio's current good performance provides some
headroom for potential deterioration before reaching the long-term
steady-state level. On balance, current assumptions therefore
remain adequate.

Variable Funding Notes (VFN) Add Flexibility: The structure uses a
separate Originator variable funding loan note, purchased and held
by NewDay Funding Transferor Ltd, in addition to series VFN-F1 and
VFN-F2 providing the funding flexibility that is typical and
necessary for credit card trusts. It provides credit enhancement to
the rated notes, adds protection against dilutions by way of a
separate functional transferor interest and meets the UK and US
risk retention requirements.

Key Counterparties Unrated: The NewDay Group will act in several
capacities through its various entities, most prominently as
originator, servicer and cash manager. The degree of reliance is
mitigated in this transaction by the transferability of operations,
agreements with established card service providers, a back-up cash
management agreement and a series-specific liquidity reserve.

RATING SENSITIVITIES

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

Long-term asset performance deterioration, such as increased
charge-offs, reduced monthly payment rate (MPR) or reduced
portfolio yield, which could be driven by changes in portfolio
characteristics, macroeconomic conditions, business practices,
credit policy or legislative landscape, would contribute to
negative revisions of Fitch's asset assumptions that could
negatively affect the notes' ratings.

This section 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.

Rating sensitivity to increased charge-off rate:

Increase steady state by 25% / 50% / 75%

Series 2022-2 A Loan Note: 'A+sf' / 'Asf' / 'A-sf'

Series 2022-2 C: 'BBB+sf' / 'BBBsf' / 'BBB-sf'

Series 2022-2 D: 'BB+sf' / 'BBsf' / 'BB-sf'

Series 2022-2 E: 'B+sf' / 'Bsf' / N.A.

Series 2022-2 F: N.A. / N.A. / N.A.

Rating sensitivity to reduced MPR:

Reduce steady state by 15% / 25% / 35%

Series 2022-2 A Loan Note: 'A+sf' / 'Asf' / 'A-sf'

Series 2022-2 C: 'BBB+sf' / 'BBBsf' / 'BBB-sf'

Series 2022-2 D: 'BBB-sf' / 'BB+sf' / 'BBsf'

Series 2022-2 E: 'BB-sf' / 'B+sf' / 'B+sf'

Series 2022-2 F: 'Bsf' / 'Bsf' / N.A.

Rating sensitivity to reduced purchase rate:

Reduce steady state by 50% / 75% / 100%

Series 2022-2 D: 'BBB-sf' / 'BBB-sf' / 'BBB-sf'

Series 2022-2 E: 'BB-sf' / 'BB-sf' / 'B+sf'

Series 2022-2 F: 'Bsf' / 'Bsf' / N.A.

No rating sensitivities are shown for the class A loan note and C
notes, as Fitch is already assuming a 100% purchase rate stress in
these rating scenarios.

Rating sensitivity to increased charge-off rate and reduced MPR:

Increase steady-state charge-offs by 25% / 50% / 75% and reduce
steady-state MPR by 15% / 25% / 35%

Series 2022-2 A Loan Note: 'Asf' / 'BBBsf' / 'BB+sf'

Series 2022-2 C: 'BBBsf' / 'BB+sf' / 'BB-sf'

Series 2022-2 D: 'BBsf' / 'B+sf' / N.A.

Series 2022-2 E: 'B+sf' / N.A. / N.A.

Series 2022-2 F: N.A. / N.A. / N.A.

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

Long-term asset performance improvement, such as decreased
charge-offs, increased MPR or increased portfolio yield driven by a
sustainable positive change of the underlying asset quality would
contribute to positive revisions of Fitch's asset assumptions,
which could positively affect the notes' ratings.

The credit card portfolio consists of several card products that
target slightly different borrower demographics. Certain products
attract better credit-quality borrowers than others and contribute
to better portfolio performance. If those products continue to
increase their sizes to levels that materially improve the overall
portfolio performance, Fitch will expect to revise its asset
assumptions, which may have a positive impact on the notes'
ratings. Fitch will continue to monitor the evolution of portfolio
compositions and will reassess its asset assumptions when there is
significant change.

Rating sensitivity to reduced charge-off rate:

Reduce steady state by 25%

Series 2022-2 A Loan Note: 'AAAsf'

Series 2022-2 C: 'AA-sf'

Series 2022-2 D: 'A-sf'

Series 2022-2 E: 'BBB-sf'

Series 2022-2 F: 'BB-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.

SUMMARY OF FINANCIAL ADJUSTMENTS

No financial statement data is used.

USE OF THIRD PARTY DUE DILIGENCE PURSUANT TO SEC RULE 17G -10
Form ABS Due Diligence-15E was provided to, and reviewed by, Fitch
in relation to this rating action.

DATA ADEQUACY

NewDay Funding Master Issuer Plc

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction.

Fitch was provided with Form ABS Due Diligence-15E ("Form 15E") as
prepared by Deloitte LLP. The third-party due diligence described
in Form 15E focused on observing and comparing specific loan level
data contained in a sample of credit card receivables. Fitch
considered this information in its analysis and it did not have an
effect on Fitch's analysis or conclusions.

Prior to the transaction announcement, 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.

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.

PRIMROSE'S KITCHEN: Rollagranola Acquires Business
--------------------------------------------------
Simon Harvey at Just Food reports that Rollagranola has bought
Primrose's Kitchen, the UK-based breakfast cereal business that
went into liquidation last year.

Founded in 2014 by Robin Longden, Rollagranola has acquired the
stock, packaging, intellectual property and brand name of
Primrose's Kitchen, which, according to London-based Companies
House, went into liquidation in December with net liabilities after
asset deductions of GBP201,236 (US$240,356), Just Food relates.

According to Just Food, a spokesperson for Rollagranola said all
the management team at Primrose's Kitchen had gone, as well as all
the people connected with PK Ventures, confirming the liquidated
business had a turnover of GBP300,000.

Primrose's Kitchen, based in Dorset, southern England, was started
by Primrose Matheson to supply organic, vegan and gluten-free
muesli.  The business was acquired in 2019 by PK Ventures, set up
by Matt Baker and a string of businesspeople specifically for the
purpose.


TOGETHER ASSET 2022-1ST1: Fitch Puts BB(EXP) Rating to Cl. E Notes
------------------------------------------------------------------
Fitch Ratings has assigned Together Asset Backed Securitisation
2022-1ST1 PLC (TABS2022-1) expected ratings as detailed below.

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

   DEBT     RATING
   ----     -------

Together Asset Backed Securitisation 2022-1ST1 PLC

Class A   LT   AAA(EXP)sf   Expected Rating

Class B   LT   AA(EXP)sf    Expected Rating

Class C   LT   A(EXP)sf     Expected Rating

Class D   LT   BBB(EXP)sf   Expected Rating

Class E   LT   BB(EXP)sf    Expected Rating

Class X   LT   NR(EXP)sf    Expected Rating

Class Z   LT   NR(EXP)sf    Expected Rating

TRANSACTION SUMMARY

TABS2022-1 is a securitisation of buy-to-let (BTL) and
owner-occupied (OO) mortgages backed by properties in the UK,
originated by Together Personal Finance and Together Commercial
Finance, two fully-owned subsidiaries of Together Financial
Services (Together, BB-/Stable/B). The transaction includes recent
origination up to April 2022.

KEY RATING DRIVERS

Specialised Lending: Together takes a manual approach to
underwriting, focusing on borrowers who do not necessarily qualify
on the automated scorecard models of high-street lenders. It
attracts a higher proportion of borrowers with complex income,
notably self-employed and borrowers with adverse credit histories
than is typical for prime UK lenders. It allows more underwriting
flexibility than even other specialist lenders by permitting
flexible exit strategies for interest-only (IO) OO lending (such as
downsizing if plausible) and using for BTL borrowers' personal
income for affordability calculation without minimum rental income
coverage.

The performance of Together's books had been volatile since 2004
before stabilising recently. It is worse than that of prime
lenders, but generally in line with specialist lenders'. Fitch has
applied an originator adjustment of 1.5x to its prime and BTL
assumptions, resulting in foreclosure frequency (FF) assumptions
comparable with other specialist lenders'.

Low LTVs Driving Recoveries: The pool is 100% composed of
first-lien mortgage loans, 26.7% of which are FCA-regulated. It
includes small portions of less than 5% of OO right-to-buy loans,
OO shared- ownership loans and consumer BTL (CBTL). The remaining
portfolio comprises BTL loans (73.3%). Seasoning is low as the
majority of the loans were originated in 2021 and 2022.

The weighted average (WA) original loan-to-value (OLTV) of the
portfolio is 62.2% and is markedly lower than that of comparable
specialist lenders, for which we usually see values in the 70%-75%
range. This is the main driver of Fitch's recovery rates, which are
solidly higher than those of peers.

High-Yield Assets: The assets in the portfolio earn higher interest
rates than is typical for prime mortgage loans and can generate
substantial excess spread to cover losses. The WA yield at closing
in July 2022 was 5.2%. Prior to the notes' interest step-up date,
excess spread is used to pay down the unrated X notes. On and after
the step-up date, the available excess spread is diverted to the
principal waterfall and can be used to amortise the rated notes.

Fixed Interest Rate Hedging Schedule: Fixed-rate loans make up
23.9% of the pool (reverting to a variable rate at a WA 6.8%) and
are hedged via an interest-rate swap. The swap features a scheduled
notional balance that could lead to over-hedging in the structure
due to defaults or prepayments. Over-hedging results in additional
available revenue funds in rising interest-rate scenarios but
reduced available revenue funds in decreasing interest-rate
scenarios.

RATING SENSITIVITIES

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

The transaction performance may be affected by adverse changes in
market conditions and economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce credit enhancement
(CE) available to the notes.

Additionally, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain note ratings susceptible
to negative rating action depending on the extent of the decline in
recoveries. Fitch conducts sensitivity analyses by stressing both a
transaction's base-case foreclosure frequencies (FF) and recovery
rate (RR) assumptions, and examining the rating implications on all
classes of issued notes. For example, a 15% WAFF increase and 15%
WARR decrease would result in a downgrade of up to four notches.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and, potentially,
an upgrade. A decrease in the WAFF of 15% and an increase in the
WARR of 15% would result in an upgrade of up to four notches.

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 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.

TOGETHER ASSET 2022-1ST1: S&P Assigns Prelim 'BB' Rating to E Notes
-------------------------------------------------------------------
S&P Global Ratings assigned preliminary credit ratings to Together
Asset Backed Securitisation 2022-1ST1 PLC's class A and B notes and
to the interest deferrable class C-Dfrd to E-Dfrd notes. At closing
the issuer will issue unrated class X-Dfrd, Z, and residual
certificates.

The transaction is a static RMBS transaction, which securitizes a
provisional portfolio of up to GBP517.3 million first-lien mortgage
loans, both owner-occupied and buy-to-let (BTL), secured on
properties in the U.K. Product switches and loan substitution are
permitted under the transaction documents.

Together Personal Finance Ltd. and Together Commercial Finance Ltd.
originated the loans in the pool between 2019 and 2022.

S&P considers the collateral to be nonconforming based on the
prevalence of loans to borrowers with adverse credit history, such
as prior county court judgments (CCJs), bankruptcy, and mortgage
arrears.

Credit enhancement for the rated notes consists of subordination,
excess spread, and overcollateralization following the step-up
date, which will result from the release of the excess spread
amounts from the revenue priority of payments to the principal
priority of payments.

Liquidity support for the class A and B notes is in the form of an
amortizing liquidity reserve fund. Principal can also be used to
pay interest on the most-senior class outstanding (for the class A
to E-Dfrd notes only).

There are no rating constraints in the transaction under our
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

  Preliminary Ratings

  CLASS     PRELIM. RATING*     CLASS SIZE (%)

   A         AAA (sf)             89.00

   B         AA+ (sf)              3.0

   C-Dfrd    A+ (sf)               3.0

   D-Dfrd    BBB (sf)              2.5

   E-Dfrd    BB (sf)               1.5

   X-Dfrd    NR                    1.3

   Z         NR                    1.0

   Residual certs   NR             N/A

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


TRINITY HOTEL: Covid-19 Pandemic Prompts Administration
-------------------------------------------------------
Emma Lake at The Caterer reports that Trinity Hotel, operator of
Wroxall Abbey hotel, has fallen into administration citing
difficulties resulting from the Covid-19 pandemic.

Trinity Hotel, a consortium of private investors, had agreed to
take a 100-year lease on Wroxall Abbey in 2020 after the previous
operator fell into administration in 2019, The Caterer discloses.


Dating to the 12th century, Wroxall Abbey in Warwickshire is a
Grade II-listed, 72-bedroom country house set within 27 acres of
open parkland with 12 conference and meeting rooms, two restaurants
and two bars.  On-site facilities include a swimming pool, spa and
three outdoor tennis courts, plus a large permanent marquee for up
to 650 guests.

Mazars and KBL Advisory, who have been appointed as administrators
to the business, said its incorporation had coincided with the
first national lockdown, The Caterer relates.

According to The Caterer, Julien Irving of Mazars LLP said: "We are
currently assessing the situation, with a view that the
administrators are urgently seeking a buyer for all or part of the
company's business and assets."



VERY GROUP: Fitch Affirms 'B-' LT IDR, Alters Outlook Stable
------------------------------------------------------------
Fitch Ratings has revised The Very Group Limited's (TVG) Rating
Outlook to Stable from Positive, and has affirmed the retailer's
Long-Term Issuer Default Rating (IDR) at 'B-'. In addition, Fitch
has affirmed the GBP575 million senior secured notes issued by The
Very Group Funding plc at 'B-'/'RR4'.

The Outlook revision to Stable from Positive reflects Fitch's
expectation that the potentially subdued consumer environment of
2022-2023 should lead to weaker earnings, thus making Fitch's
previous expectation of deleveraging below 7.0x within the rating
horizon less realistic. While TVG benefits from a lean cost
structure, due to its online only business model, cost pressures
related to raw materials, energy, and logistics are likely to drive
profit margin softness in fiscal year 2023 (YE June 2023), as well
as marginally negative free cash flow (FCF) after expected dividend
payments and capital expenditure.

The TVG's 'B-' IDR continues to reflect a highly leveraged balance
sheet with no committed financial policy and an under-capitalised
finance subsidiary in Fitch's view, Shop Direct Finance Company
Limited (SDFCL), that is central to future growth. The rating also
reflects TVG's solid position as a multi-category pure online
retailer in the UK, aided by SDFCL's financing offers for consumer
purchases.

KEY RATING DRIVERS

Subdued Trading Environment: Fitch expects a weakening trading
performance for TVG in fiscal year 2023 in the context of high
inflation driving a slowdown in consumer discretionary spending in
the UK. Fitch believes TVG's target consumer base, who are
predominately mid-to-low income individuals, while currently
enjoying good spending power, may be hit harder by the combination
of higher heating, food and borrowing costs.

Solid Business Model: Mitigating the above concerns, TVG has
strengthened its franchise during the UK lockdowns and demonstrated
resilience through previous recessionary periods. Fitch expects
fiscal 2022 retail-only revenues to be lower than fiscal 2021, but
still record a 12.5% increase over pre-pandemic levels of fiscal
2019. TVG's top-line growth remains driven by the success of the
Very brand, which accounts for around 80% of the group's retail
sales, counteracting a managed decline under the Littlewoods
brand.

Deleveraging Delayed by Weaker Earnings: Fitch expects funds from
operations (FFO) gross leverage to rise to 8.6x at fiscal year-end
(FYE) 2022, driven by reduced top-line and margins. Fitch
anticipates pressure on revenue and EBITDA retail-only margins for
fiscal 2023, resulting in a temporarily higher FFO leverage of
8.8x, as inflationary pressures persist. However, trading
conditions and cost inputs are likely to normalise in fiscal years
2024-2025, leading to an improved earnings profile with FFO gross
leverage declining towards 7.5x by fiscal 2025.

Some Downturn Resilience Expected: Although Fitch expects a
contraction of earnings in fiscal 2023 in the context of higher
inflation and lower consumer confidence, the group has demonstrated
resilience in previous recessions; for example, growing sales by 4%
in 2009. TVG's product portfolio is diversified across product
categories and price points with a price competitive product
offering alongside flexible payment options, two factors which
should cushion TVG's earnings in a recessionary environment.

In addition, the company benefits from a lean cost structure thanks
to its online-based sales business model, which is supported by the
recently completed fulfilment centre, Skygate. This should help
mitigate cost pressures and supply chain challenges.

Synergies with SDFCL: SDFCL provides consumer financing as a
complementary core offering to TVG's online general merchandise
retail operations. Around 90% of sales are made on credit. The
profitability stemming from revolving credit provided to retail
customers allows the financing unit to help pay an amount according
to the service level agreement, which has historically represented
between half and two thirds of TVG's EBITDA, the expenses for
operations, IT and marketing costs of TVG, which symbiotically
supports retail sales volume growth. Fitch views the flexibility in
funding online purchases with TVG could prove particularly
attractive to consumers during uncertain economic times.

SDFCL's Capitalisation Key: TVG's IDR remains vulnerable to
deterioration in SDFCL's capitalisation, as this may disrupt the
subsidiary's ability to continue supporting the group's retail
operations. To reflect this, Fitch adds back around GBP400 million
of debt to TVG's retail operations at fiscal 2021, as this amount
is viewed as a form of equity injection from TVG to help SDFCL
attain a capital structure that would require no cash calls to
support its operations over the rating horizon.

SDFCL's Weak Capitalisation May Persist: Fitch calculated gross
debt/tangible equity increased to 17.5x at fiscal 2021, up from
6.4x at fiscal 2018, mainly due to the payment protection insurance
(PPI) related provisions eroding its equity base in fiscal years
2019-2020. As PPI related claims have reduced to an immaterial
level, Fitch expects a gradual improvement in its tangible equity
via the accumulation of retained earnings over the rating horizon.
However, the deleveraging process could be delayed if asset quality
deteriorates materially in the recessionary economic environment,
which translates into a notably higher level of credit provisioning
and negatively impacts the equity base.

Governance and Group Structure Complexities: TVG's Relevance Score
of '4' for Group Structure continues to reflect the group's
complexity, and certain related-party transactions, which may lead
to some misalignment between shareholders' and creditors'
interests. This includes several transactions with the parent Shop
Direct Holdings Limited, with distribution partners Yodel Delivery
Network Limited and Arrow XL Limited, who help TVG fulfil their
operations. In addition, while Fitch takes comfort from recent
board composition changes, the company has had a history of
sub-optimal board composition and effectiveness relative to peers.

DERIVATION SUMMARY

Fitch assess TVG's rating using its Ratings Navigator for Non-Food
Retailers. Non-food retail remains one of the most disrupted
sectors, even before the pandemic, due to changing consumer
preferences, technology, digitalisation and data analytics,
accelerating brand and product obsolescence, environmental
considerations and the changing face of UK high streets.

These challenges require retailers to continuously reassess their
business strategies. The pandemic accelerated certain trends such
as digitalization, and exposed inherent weaknesses of retailers'
business models. This will shake up the competitive landscape as
weaker retailers exit the market, while those capable of adapting
to and embracing new challenges, such as TVG, should benefit from
technology and service leadership.

TVG stands out as the UK's second-largest pure digital retailer
with a complementary consumer-finance proposition that is
commensurate with a 'BB' business profile. This is balanced by an
aggressive financial structure, with FFO adjusted leverage standing
at 7.5x-8.8x over the rating horizon.

TVG is rated at the same level as Douglas GmbH (B-/Stable), whose
business profile also commensurate with a 'BB' rating category as
Europe's largest beauty retailer which demonstrates strong online
and omni-channel capabilities. Similar to TVG, Douglas's rating is
constrained by an aggressive financial structure with FFO adjusted
gross leverage estimated at 8x-9x and lower financial flexibility
based on projected tight FFO fixed-charge coverage of around 1.5x.

Pure online beauty retailer THG Holdings plc (B+/Stable) is rated
two notches above TVG, mainly due to a more conservative post-IPO
financial policy with FFO adjusted gross leverage projected to
improve to 5.2x in 2022 and even lower by 2024.

KEY ASSUMPTIONS

-- Volumes marginally negative but compensated by increasing
    prices with overall sales growth of 1% in fiscal 2023;
    normalisation of trading in fiscal years 2024-2025 with
    volume-led sales growth of around 2%;

-- Retail-only EBITDA margin (including contributions according
    to the service level agreement from SDFCL) to decline to 7.1%
    in fiscal 2023 from 7.5% in fiscal 2022, as likely promotion
    and cost inflation outweighs operating efficiencies
    initiatives, before rebounding to 7.9% by fiscal 2025;

-- Retail working-capital outflow of 1.5% of sales in fiscal 2022

    and broadly neutral thereafter;

-- Capex of around GBP70-GBP80 million in fiscal 2022, reducing
    towards GBP50- GBP60 million by fiscal 2026

-- Dividend of GBP25 million in fiscal 2022, and GBP10 million
    p.a. thereafter;

-- Hypothetical equity injection of around GBP400 million to
    reflect the undercapitalized finance subsidiary (SDFCL) under
    Fitch's FS Operations analytical adjustments disclosed in its
    Corporates Rating Criteria.

KEY RECOVERY RATING ASSUMPTIONS

Fitch assumes TVG would be considered a going-concern (GC) in
bankruptcy and that it would be reorganised rather than
liquidated.

In Fitch's bespoke GC recovery analysis, it considered an estimated
post-restructuring EBITDA available to creditors of GBP65 million.

Fitch expects SDFCL to be restructured in a default in tandem with
the retail operations given their strategic integration with TVG.
Therefore, Fitch assumes that SDFCL would be restructured by a
third party/joint venture and creditors of the restricted group
would have claim to the retail operations only. Accordingly, Fitch
treats the GBP1.4 billion non-recourse securitisation financing as
outside the restricted group and within EBITDA for its bespoke GC
recovery analysis of TVBG. Fitchg does not count the marketing
contribution that TVG currently receives from SDFCL.

Fitch has used a distressed enterprise value (EV)/EBITDA multiple
of 5.0x. This reflects TVG's exposure to rapid online sales growth
and a leading position in the UK, underpinned by high brand
awareness.

For the debt waterfall analysis, Fitch assumes a fully-drawn super
senior RCF of GBP100 million ranking ahead of TVG's GBP575 million
senior secured notes and a GBP50 million RCF, ranking pari passu
with the notes. After deducting 10% for administrative claims,
Fitch's principal waterfall analysis generates a ranked recovery
for noteholders in the 'RR4' band, indicating a senior secured
instrument rating aligned with the IDR. This results in a waterfall
generated recovery computation (WGRC) output percentage of 31%
based on current metrics and assumptions.

RATING SENSITIVITIES

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

-- Adherence to conservative capital allocation that favours debt

    repayment and/or permanent cash accumulation within SDFCL,
    boosting its capital position such that Fitch-calculated
    retail-only FFO-adjusted gross leverage is sustained below
    7.0x (6.5x net of cash) or total adjusted debt/operating
    EBITDAR below 6.5x (6.0x net of cash);

-- FFO fixed-charge coverage above 2.5x or operating
    EBITDAR/interest paid + rents above 2.7x;

-- Steady retail-only profitability and solid cash flow
    conversion, for example, reflected in a 1%-2% free cash flow
    (FCF) margin on a sustained basis.

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

-- No visibility of Fitch-calculated retail-only FFO-adjusted
    gross leverage trending towards or below 8.5x and/or adjusted
    gross debt/operating EBITDAR below 7.5x two years before
    upcoming debt maturities;

-- Negative FCF requiring a permanently drawn revolving credit
    facility (RCF) leading to diminishing liquidity headroom;

-- Further deterioration in SDFCL's capital position, thus
    undermining the division's ability to continue supporting the
    group's retail activities.

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

Limited Liquidity: TVG had cash on balance sheet at the retail
business of approximately GBP48 million with drawings of GBP90
million under the revolving credit facility (RCF) as of FYE 2021
(total RCF of GBP150 million). Fitch expects liquidity to remain
tight over the next three years with neutral FCF generation. That
said, TVG recently refinanced its RCF and senior secured notes with
maturities now in late 2025 and mid-2026, respectively.

Fitch deconsolidates cash at SDFCL and restricts EUR20 million of
cash and cash equivalents for operational requirements.

ISSUER PROFILE

The Very Group Limited (formerly Shop Direct; "TVG") is the UK's
second-largest pure-play digital retailer, as well as one of the
largest unsecured lenders in the UK with a complementary consumer
finance offering.

ESG CONSIDERATIONS

TVG has an ESG Relevance Score of '4' for Group Structure due to
group complexities and material related-party transactions, which
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

TVG has an ESG Relevance Score of '4' for Governance Structure due
to sub-optimal board composition and effectiveness relative to
peers', 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                RECOVERY   PRIOR
   ----              ------                --------   -----

The Very Group Funding plc

   senior secured   LT       B-   Affirmed    RR4     B-

The Very            LT IDR   B-   Affirmed            B-
Group Limited

WOODMACE LTD: Bought Out of Administration by Former Owner
----------------------------------------------------------
Grant Prior at Construction Enquirer reports that civils,
groundworks and concrete frame specialist Woodmace has been bought
out of administration by its founder and former owner
John Oak.

Woodmace went into administration last week following a cash flow
crisis, Construction Enquirer relates.

According to Construction Enquirer, administrator Begbies Traynor
then oversaw the acquisition of the assets and trade of Woodmace
Ltd and Woodmace Plant Ltd by Oak via his company Woodmace Concrete
Structures Ltd.

The move has saved 150 jobs and enabled work to resume at a range
of developments across southern England where Woodmace is either
principal contractor or a subcontractor, Construction Enquirer
discloses.




===============
X X X X X X X X
===============

[*] BOOK REVIEW: Hospitals, Health and People
---------------------------------------------
Author: Albert W. Snoke, M.D.
Publisher: Beard Books
Softcover: 232 pages
List Price: $34.95
Order your personal copy today at
http://www.beardbooks.com/beardbooks/hospitals_health_and_people.html

Hospitals, Health and People is an interesting and very readable
account of the career of a hospital administrator and physician
from the 1930's through the 1980's, the formative years of today's
health care system. Although much has changed in hospital
administration and health care since the book was first published
in 1987, Dr. Snoke's discussion of the evolution of the modern
hospital provides a unique and very valuable perspective for
readers who wish to better understand the forces at work in our
current health care system.

The first half of Hospitals, Health and People is devoted to the
functional parts of the hospital system, as observed by Dr. Snoke
between the late 1930's through 1969, when he served first as
assistant director of the Strong Memorial Hospital in Rochester,
New York, and then as the director of the Grace-New Haven Hospital
in Connecticut. In these first chapters, Dr. Snoke examines the
evolution and institutionalization of a number of aspects of the
hospital system, including the financial and community
responsibilities of the hospital administrator, education and
training in hospital administration, the role of the governing
board of a hospital, the dynamics between the hospital
administrator and the medical staff, and the unique role of the
teaching hospital.

The importance of Hospitals, Health and People for today's readers
is due in large part to the author's pivotal role in creating the
modern-day hospital. Dr. Snoke and others in similar positions
played a large part in advocating or forcing change in our hospital
system, particularly in recognizing the importance of the nursing
profession and the contributions of non-physician professionals,
such as psychologists, hearing and speech specialists, and social
workers, to the overall care of the patient. Throughout the first
chapters, there are also many observations on the factors that are
contributing to today's cost of care. Malpractice is just one
example. According to Dr. Snoke, "malpractice premiums were
negligible in the 1950's and 1960's. In 1970, Yale-New Haven's
annual malpractice premiums had mounted to about $150,000." By the
time of the first publication of the book, the hospital's premiums
were costing about $10 million a year.

In the second half of Hospitals, Health and People, Dr. Snoke
addresses the national health care system as we've come to know it,
including insurance and cost containment; the role of the
government in health care; health care for the elderly; home health
care; and the changing role of ethics in health care. It is
particularly interesting to note the role that Senator Wilbur Mills
from Arkansas played in the allocation of costs of hospital-based
specialty components under Part B rather than Part A of the
Medicare bill. Dr. Snoke comments: "This was considered a great
victory by the hospital-based specialists. I was disappointed
because I knew it would cause confusion in working relationships
between hospitals and specialists and among patients covered by
Medicare. I was also concerned about potential cost increases. My
fears were realized. Not only have health costs increased in
certain areas more than anticipated, but confusion is rampant among
the elderly patients and their families, as well as in hospital
business offices and among physicians' secretaries." This aspect of
Medicare caused such confusion that Congress amended Medicare in
1967 to provide that the professional components of radiological
and pathological in-hospital services be reimbursed as if they were
hospital services under Part A rather than part of the co-payment
provisions of Part B.

At the start of his book, Dr. Snoke refers to a small statue,
Discharged Cured, which was given to him in the late 1940's by a
fellow physician, Dr. Jack Masur. Dr. Snoke explains the
significance the statue held for him throughout his professional
career by quoting from an article by Dr. Masur: "The whole question
of the responsibility of the physician, of the hospital, of the
health agency, brings vividly to mind a small statue which I saw a
great many years ago.it is a pathetic little figure of a man, coat
collar turned up and shoulders hunched against the chill winds,
clutching his belongings in a paper bag-shaking, tremulous,
discouraged. He's clearly unfit for work-no employer would dare to
take a chance on hiring him. You know that he will need much more
help before he can face the world with shoulders back and
confidence in himself. The statuette epitomizes the task of medical
rehabilitation: to bridge the gap between the sick and a job."

It is clear that Dr. Snoke devoted his life to exactly that
purpose. Although there is much to criticize in our current
healthcare system, the wellness concept that we expect and accept
today as part of our medical care was almost nonexistent when Dr.
Snoke began his career in the 1930's. Throughout his 50 years in
hospital administration, Dr. Snoke frequently had to focus on the
big picture and the bottom line. He never forgot the importance of
Discharged Cured, however, and his book provides us with a great
appreciation of how compassionate administrators such as Dr. Snoke
have contributed to the state of patient care today. Albert Waldo
Snoke was director of the Grace-New Haven Hospital in New Haven,
Connecticut from 1946 until 1969. In New Haven, Dr.
Snoke also taught hospital administration at Yale University and
oversaw the development of the Yale-New Haven Hospital, serving as
its executive director from 1965-1968. From 1969-1973, Dr. Snoke
worked in Illinois as coordinator of health services in the Office
of the Governor and later as acting executive director of the
Illinois Comprehensive State Health Planning Agency. Dr. Snoke died
in April 1988.



                           *********


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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
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,
contact Peter Chapman at 215-945-7000.


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