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

                          E U R O P E

          Tuesday, September 6, 2022, Vol. 23, No. 172

                           Headlines



G E R M A N Y

PRESTIGEBIDCO GMBH: S&P Hikes Rating to B+ on Completed Refinancing
UNIPER SE: Inks Long-Term LNG Deal with Woodside Energy


I R E L A N D

FIDELITY GRAND 2022-1: Fitch Assigns B-(EXP) Rating to Cl. F Debt


M O N T E N E G R O

MONTENEGRO: S&P Affirms 'B/B' SCR, Outlook Stable


P O R T U G A L

NOVO BANCO: Moody's Puts (P)B3 Rating to Sr. Unsecured EMTN Program


S P A I N

MIRAVET SARL: Fitch Affirms Bsf Rating on Class E Notes


T U R K E Y

TIB DIVERSIFIED: Fitch Rates Series 2022-A & 2022-B Notes 'BB+'
[*] Fitch Corrects July 18 Release on 11 Turkish Corporates


U N I T E D   K I N G D O M

888 HOLDINGS: Fitch Assigns 'BB-' LongTerm IDR, Outlook Neg.
BRITISH CERAMIC: Owed More Than GBP26MM at Time of Administration
EMERALD GLOBAL: Aerticket Rescues Business Out of Administration
MICRO FOCUS: Moody's Puts 'B1' CFR on Review for Upgrade
PEACOCKS CENTRE: Savills Tapped to Sell Shopping Mall for GBP25MM

STRATTON HAWKSMOOR 2022-1: Fitch Gives B-sf Rating to 2 Tranches
URBN CONSTRUCTION: Owed GBP3.5 Million at Time of Collapse
WORCESTER WARRIORS: Four MPs Call for Club's Administration

                           - - - - -


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G E R M A N Y
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PRESTIGEBIDCO GMBH: S&P Hikes Rating to B+ on Completed Refinancing
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S&P Global Ratings upgraded PrestigeBidco GMBH to 'B+' from 'B' and
assigned a stable outlook. S&P removed the rating from CreditWatch
with positive implications, where it had placed them on July 14,
2022.

S&P said, "At the same time, we assigned our 'B+' issue rating and
'3' recovery rating (estimated recovery prospects: 65%) to the
group's senior secured debt, comprising the EUR110 million RCF,
EUR315 million floating-rate notes, and EUR35 million fully
fungible add-on to the notes.

"The stable outlook indicates our view that PrestigeBidco will
continue to expand significantly over the next three years while
maintaining a conservative financial policy that keeps S&P Global
Ratings-adjusted debt to EBITDA well below 4.5x over the coming two
years.

"PrestigeBidco is on a firmer growth trajectory thanks to
lengthening its debt maturity profile and our anticipation of
adjusted leverage staying below 4.5x over the coming two years."

PrestigeBidCo, operator of the exclusive, members-only BestSecret
online fashion shop, refinanced its EUR260 million senior secured
notes maturing in 2023 with EUR315 million in floating-rate notes
and a EUR35 million fully fungible add-on maturing in 2027, and
upsized and extended its revolving credit facility (RCF) to EUR110
million and to a maturity six months ahead of the refinanced
notes.

In July 2022, the group redeemed its EUR260 million senior secured
notes with to the proceeds from the issuance of EUR350 million of
senior secured notes due 2027. Parallel to this, the group
refinanced its RCF with a EUR110 million RCF that ranks pari passu
to the notes but maturing six months before. The refinancing yields
a stronger capital structure, still robust coverage ratios, and
adequate liquidity to help fund the construction of a new
fulfilment center in Poland. This center will triple BestSecret's
storage capacity, upholding the group's sound growth. S&P said, "We
expect S&P Global Ratings-adjusted leverage to remain relatively
contained for a sponsor-held company at 3.7x to 4.1x--well below
our upside trigger of 5.0x. At the same time, funds from operations
(FFO) to debt will stand at 14%-16%, above our 12% trigger. Also,
we note that leverage post-transaction is significantly lower than
the 2016 opening leverage of 5.5x, which had decreased to 3.4x
before the refinancing, notably on the back of a strong performance
during the COVID-19 pandemic. We expect PrestigeBidCo to continue
deleveraging thanks to strengthening EBITDA generation.
Additionally, we see a low likelihood of a transformative
acquisition and expect the group to exhibit leverage of about 3.5x
in 2023 and sustainably below afterwards." The investment in the
new fulfillment center will cause the group's free operating cash
flow (FOCF) to fall to negative EUR30 million-EUR50 million during
the next two years, from about EUR45 million generated in 2021.
FOCF should turn positive again in 2024, reaching EUR10
million-EUR30 million.

PrestigeBidco's results over the first half of 2022 confirm the
group's robust growth momentum and resilient performance amid
adverse macroeconomic conditions.The group's sales increased 19.5%
to EUR475 million, led by a 49.0% growth in its international
segment. This highlights PrestigeBidco's willingness to become a
pan-European operator. Overall growth stemmed from continued
expansion of its active customers base, teamed with good order
levels, despite lower consumer sentiment due to macroeconomic
uncertainty and rising inflation. The group's EBITDA, as adjusted
by S&P Global Ratings, reached EUR54.1 million, translating into an
EBIDTA margin of 11.4%. This is still within the group's historical
lows, at 500 bps lower than last year but only 160 bps lower than
the same period in 2020, due to increased investments in marketing
and inflationary pressures. Last year uncharacteristically saw a
lack of the usual earnings seasonality for apparel retailers. S&P
does not think that will spill into this year. Earnings should fall
back into the typical seasonal swings in 2022, with heavier streams
at year-end. For the next 12 months, it expects PrestigeBidco to
outperform the overall apparel market, driven by its positioning in
both the off-market and premium and affordable luxury segment,
which it considers to be less affected by macroeconomic headwinds.

S&P said, "The stable outlook reflects our views that PrestigeBidco
will continue to expand significantly over the next three years,
underpinned by its well-established online business with
above-industry average growth prospects. Our stable outlook also
incorporates our expectations of a conservative financial policy
with S&P Global Ratings Debt to EBITDA remaining well below 4.5x."

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

-- Management's growth strategy faltered, resulting in lower
overall earnings than our base-case estimates;

-- Accelerated spending on working capital and capital expenditure
(capex) depress cash generation beyond our current expectations;
or

-- The group adopts a more aggressive financial policy with
sizable debt-financed acquisitions or material dividends.

This could result in a prolonged deterioration of credit metrics
with debt to EBITDA approaching 4.5x, and FOCF—(calculated after
deducting all lease-related payments) below S&P's current
expectations.

S&P said, "We see rating upside as unlikely over the next 12
months, given PrestigeBidCo's limited scale, minimal geographic
diversification, high working capital volatility and absence of
established fixed contract with suppliers. However, we could
consider an upgrade if PrestigeBidco expanded its scale of
operations by increasing its revenue and profitability margin much
quicker than we currently anticipate, while generating strong FOCF.
An upgrade would also depend on a clear commitment from the owners
to maintain its financial policy and adequate liquidity."

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 PrestigeBidCo, 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 generally finite
holding periods and a focus on maximizing shareholder returns."

UNIPER SE: Inks Long-Term LNG Deal with Woodside Energy
-------------------------------------------------------
Elena Mazneva at Bloomberg News reports that German utility Uniper
SE signed a long-term deal with Woodside Energy Group Ltd. to bring
in more cargoes of liquefied natural gas to energy-starved Europe.

Uniper, which used to be a big buyer of Russian gas, on Sept. 5
said it struck an agreement with a trading unit of the Australian
energy giant to buy as many as 12 LNG cargoes a year, Bloomberg
relates.  The supplies will start in January and are possible up to
2039, Bloomberg discloses.

According to Bloomberg, while not the biggest LNG deal for Europe
this year, it's welcome news for the market after Russia's decision
to keep the crucial Nord Stream pipeline shut indefinitely.
Russia's move sent gas and electricity prices surging on Sept. 5,
with European governments racing to stave off an energy catastrophe
this winter, Bloomberg notes.

The German company is the biggest corporate casualty of an
unprecedented squeeze in energy, with its survival hinging on
handouts from the government as the cost of replacing Russian
supplies leads to huge losses, Bloomberg states.

"This agreement secures additional LNG supplies for our customers
in Europe, which has become ever more important due to recent
developments," Bloomberg quotes Uniper Chief Executive Officer
Klaus-Dieter Maubach as saying in a statement.

The deal between Uniper and Woodside equates to 1 billion cubic
meters of gas per year, Bloomberg discloses.  That's about a month
of Russian supplies through Nord Stream at the curtailed levels
Germany saw before the halt -- one-fifth of the link's normal
capacity, according to Bloomberg.  Woodside, Bloomberg says, will
supply LNG from its global portfolio into Europe, including
Germany.

                           Bailout

As reported by the Troubled Company Reporter-Europe on Sept. 5,
2022, Bloomberg News related that Uniper SE is seeking to extend a
government credit line to EUR13 billion (US$13 billion) in the
latest sign of how Europe's energy crisis is getting worse. Uniper
said in a statement on Aug. 29 it has requested an additional EUR4
billion from Germany's state-owned lender KfW after fully using its
existing EUR9 billion-euro credit line.  The additional funding
request is about double the Dusseldorf-based company's current
market value. Uniper's liquidity position has deteriorated further
because of surging prices and a massive shortfall in deliveries
from Russia. The request came just as its parent company Fortum Oyj
said the collateral it needs to provide to trade power rose by EUR1
billion in a week.  Uniper's survival hinges on handouts from the
state, as the cost of replacing missing supplies from Russia is
leading to losses of more than EUR100 million a day, Bloomberg
noted.




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I R E L A N D
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FIDELITY GRAND 2022-1: Fitch Assigns B-(EXP) Rating to Cl. F Debt
-----------------------------------------------------------------
Fitch Ratings has assigned Fidelity Grand Harbour CLO 2022-1 DAC
expected ratings.

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

Fidelity Grand Harbour CLO 2022-1 DAC

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

TRANSACTION SUMMARY

Fidelity Grand Harbour CLO 2022-1 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
senior unsecured, mezzanine, second-lien loans and high-yield
bonds. Note proceeds will be used to purchase a portfolio with a
target par of EUR340 million. The portfolio is actively managed by
FIL Investments International. The collateralised loan obligation
(CLO) has a 4.5-year reinvestment period and an 8.5-year weighted
average life (WAL).

KEY RATING DRIVERS

Above Average Portfolio Credit Quality (Positive): Fitch places the
average credit quality of obligors in the 'B' category. The Fitch
weighted average rating factor (WARF) of the identified portfolio
is 24.4.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.1%.

Diversified Asset Portfolio (Positive): The transaction has a
concentration limit for the 10 largest obligors of 23%. The
transaction also includes various concentration limits, including
the maximum exposure to the three largest (Fitch-defined)
industries in the portfolio at 40%. These covenants ensure the
asset portfolio will not be exposed to excessive concentration.

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

Cash Flow Modelling (Positive): Fitch reduced the WAL for the
transaction's stress portfolio analysis by 12 months. This
reduction to the risk horizon accounts for the strict reinvestment
conditions envisaged after the reinvestment period.

These conditions include passing the coverage tests, the Fitch
'CCC' maximum limit, Fitch WARF test after reinvestment and a WAL
covenant that progressively steps down over time, both before and
after the end of the reinvestment period. In Fitch's opinion, these
conditions would reduce the effective risk horizon of the portfolio
during the stress period.

Class F Delayed Issuance (Neutral): At closing, the class F notes
will be issued with a pool factor (outstanding principal out of the
original balance) of zero and subscribed by the issuer for a zero
net cash price. The tranche can be sold at the option of the
subordinated noteholders at any time during the reinvestment period
only. Once sold the tranche will be deemed to have a 100% pool
factor.

In Fitch's view, the sale of the tranche would reduce available
excess spread to cure the reinvestment over-collateralisation test
by the class F interest amount. Consequently, Fitch has modelled
the deal assuming the tranche is issued on the issue date to
reflect the maximum stress the transaction could withstand if that
occurred.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact to class A notes and
A loan and would lead to a downgrade of one to two notches for the
other notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio, the
class E notes display a rating cushion of three notches, the class
D and F notes two notches. The class B and C notes display one
notch and there is no rating cushion for class A notes and loan.
Should the cushion between the identified portfolio and the stress
portfolio be eroded due to manager trading or negative portfolio
credit migration, a 25% increase of the mean RDR across all ratings
and a 25% decrease of the RRR across all ratings of the stressed
portfolio would lead to downgrades of up to four notches for the
rated notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch's stress
portfolio would lead to upgrades of up to four notches for the
rated notes, except for the 'AAAsf' rated notes, which are at the
highest level on Fitch's scale and cannot be upgraded.

During the reinvestment period, based on Fitch's stress portfolio
upgrades may occur on better-than-expected portfolio credit quality
and a shorter remaining WAL test, meaning the notes are able to
withstand larger than expected losses for the transaction's
remaining life. After the end of the reinvestment period, upgrades
may occur in case of stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses on the remaining portfolio.




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M O N T E N E G R O
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MONTENEGRO: S&P Affirms 'B/B' SCR, Outlook Stable
-------------------------------------------------
On Sept. 2, 2022, S&P Global Ratings affirmed its 'B/B' long- and
short-term foreign and local currency sovereign credit ratings on
Montenegro. The outlook is stable.

Outlook

S&P said, "The stable outlook reflects our expectation that
Montenegro's economic growth will continue to be supported by
tourism exports, which have held up in the face of the
Russia-Ukraine conflict. We expect fiscal deficits and
balance-of-payment risks to remain manageable and the economy's
external financing channels to remain open with any residual
financing needs met by domestic banks or the IFI community."

Downside scenario

S&P said, "We could lower the ratings if Montenegro's economic
growth proved materially weaker than we forecast or if the
government's access to financing became significantly curtailed.
Pressure could also emerge if the budgetary deficit widens
substantially from our forecast. This could, for example, occur if
the government were unable to control spending over the next
two-to-three years, execution of key fiscal reforms resulted in
wider budgetary imbalances, or authorities undertook large
debt-financed projects."

Upside scenario

S&P could raise its ratings on Montenegro in case
faster-than-expected budgetary consolidation, alongside a
broadening of its economic base, strengthened its resilience to
external shocks. In this scenario, net government debt as a share
of GDP could decline below 60% of GDP, supported by recurring
primary surpluses. Alternatively, earlier and more rapid progress
on Montenegro's EU accession bid might benefit its institutional
assessment, by providing a policy anchor for Montenegro's small
economy.

Rationale

S&P said, "Our base case is that Montenegro will weather the
economic headwinds from the Russia-Ukraine conflict, including the
near-term impact on tourist arrivals and FDI flows. However, the
indirect consequences of the conflict, and in particular
front-loaded monetary tightening by global central banks, including
the ECB, are likely to weigh on Montenegro's economic and fiscal
results. We project average year-end inflation of 12.5% in 2022 and
a widening of the current account deficit to about 14% of GDP in
2022 (although the size of Montenegro's current account deficit may
be overstated in light of large errors and omissions surpluses)."

S&P does not expect elevated external pressure to permanently
undermine economic stability. This is supported by its assumptions
that:

-- Tourist activity will remain strong over 2022 with arrival and
overnight stays reaching about 85% of the record 2019 season,
fueling economic activity. S&P expect tourists from other countries
to replace any fall-off of Russian and Ukrainian tourists in
Montenegro in 2022.

-- Investment inflows will remain strong. This is seen with a net
FDI inflow of EUR355 million (7% of 2021 GDP) over the first half
of this year, up 73% compared with the same period last year.

-- The government holds liquid cash reserves at about 8% of GDP,
which cushions pressures on external financing availability.

-- Furthermore, S&P expects the government can lean on its
relationships with official lenders to cater for any financing
shortfalls in 2023, with global market sentiment normalizing ahead
of the government's EUR500 Eurobond redemption in 2025.

S&P's ratings on Montenegro reflect the country's developing
institutional arrangements, together with the government's
relatively sizable government debt, monetary policy constraints,
and an external position that renders the sovereign vulnerable to
external shocks.

The ratings also take into account the investible and open nature
of the economy and S&P's expectation that recurring and sizable FDI
inflows will continue to give rise to imports and increase the
country's current account deficit.

Institutional and economic profile: Strong tourism and resilient
FDI inflows underpin economic performance in 2022 while
geopolitical risks, rising inflation, and domestic political
instability raise uncertainties

-- S&P expects Montenegro's GDP will expand by 4.5% in 2022,
supported by strong tourism activity.

-- The country continues to attract net FDI inflows, which
averaged 7% of GDP on an annualized basis over the first half of
2022.

-- The second collapse this year of a coalition government raises
uncertainty regarding economic reform execution and medium-term
capital planning.

S&P said, "We expect the Montenegrin economy will expand by 4.5% in
2022 on the back of a continued rebound in tourism, which underpins
private demand, and a continuation of investment, predominantly
related to real estate. High-frequency indicators on arrivals and
corresponding payment and transaction data point toward strong
economic activity in the tourism sector so far this year.

"In our base case, we estimate that tourism in 2022 will still
reach about 85% of the 2019 record season. In particular, regional
tourists have largely replaced the fall-off of tourists from Russia
and Ukraine, who together made up about 16% of total tourist
arrivals in 2021. Moreover, while vaccination against COVID-19
continues to remain low at less than 50% of the total population,
there is no evidence that economic activity is suffering as a
result.

"Positively, the Montenegrin economy continues to attract FDI
inflows across several sectors, particularly the property market
and hospitality industry. However, we expect structurally lower
investment inflows from Russia following the international
sanctions imposed on the country. We estimate the flows contributed
about 20% of inward FDI to Montenegro in 2021, although these
remained buoyant in the first half of this year as Russian
individuals purchased significant amounts of Montenegrin real
estate."

Montenegro satisfies its electricity needs from domestic sources:
hydro (40%), coal (40%), and wind (20%), which helps insulate it
from the pan-European natural gas shortages. Montenegro imports oil
mostly from Greece and Croatia, which means that any supply issue
to these countries could affect Montenegro, too. However, the risk
is mitigated by oil accounting for only a small portion of the
country's total energy consumption. A prolonged drought has also
reduced hydropower output, given declining reservoir levels.

S&P expects surging prices of imported food and fuel to drive
Montenegrin inflation to 12.5% in 2022, curbing medium-term private
consumption and some investments. In addition, lower public
consumption and unclear prioritization of public sector investments
constitute additional uncertainties, also related to the recent
collapses of the coalition government. Risks to its forecast
include an escalation in the Russia-Ukraine conflict that could
cause commodity prices to rise even further, and ECB monetary
policy to tighten beyond our current projections.

Following the 2020 parliamentary elections, Montenegro experienced
a change of government from the three-decade rule of the Democratic
Party of Socialists. While the orderly transfer of power was an
important precedent, the transition has yet to bring any political
stability. Montenegro's technocrat-led coalition government, which
took office after the 2020 elections collapsed following a vote of
no confidence in February 2022, putting an end to its less than 18
months in office. The subsequent government fell at the hands of
another no confidence motion on Aug. 19, marking the second
collapse within six months. S&P believes the fragmented and
contentious political landscape will give way to substantial
political uncertainty for the remainder of this legislative period,
and it could likely lead to a snap election in the interim.

Montenegro's policy headroom to offset shocks is constrained by its
fiscal position and its complete absence of monetary flexibility
(having unilaterally adopted the euro in 2002). In particular, its
fiscal space remains constrained by the debt contracted for the
construction of a highway to link the Port of Bar with the Serbian
border town of Boljare, which will eventually link Bar with
Belgrade. The cost of the first section of highway added about 15%
of GDP to debt over the past three years. This section became
operational in July 2022, after numerous delays and cost overruns.

S&P said, "We understand that government remains committed to
pursuing the subsequent sections of the highway, but consider the
timeframe unclear, given the current political environment. The
conclusion of a feasibility study by the European Bank for
Reconstruction and Development, expected in the second half of this
year, will be key because a positive conclusion on economic
viability would be a requirement for financing arrangements with
the broader IFI community. We consider it likely that the
government will seek investment grants under the E.U.'s Western
Balkans financing envelope to finance the lion's share of this
construction."

Before its collapse, the government was administering the
implementation of its Europe Now reform package, under which it had
been introducing fiscal measures to increase the standard of
living, improve the investing environment, and reduce the size of
the gray economy. It also almost doubled the monthly minimum net
wage to EUR450 from EUR250 as of January 2022. While the unclear
political situation clouds the predictability of reform
implementation, S&P recognizes broad political agreement around the
chief elements of the Europe Now program and believe the efforts
will proceed, albeit likely at a more subdued pace.

S&P said, "In our view, overall, Montenegro's institutions can be
characterized as developing. Instances of corruption and irregular
adherence to the rule of law have been reported, and we believe
they will continue to hamper the business environment. Montenegro's
institutional setting benefits from the country's status as an EU
candidate. Reforms implemented as part of the accession
negotiations have the potential to strengthen the country's policy
frameworks and align Montenegro with the EU's Acquis Communautaire.
That said, we consider Montenegro's plan for EU accession in 2025
optimistic."

Flexibility and performance profile: Budget deficit widens in 2022
due to fiscal efforts to contend with the cost-of-living crisis and
health sector arrears, followed by a gradual consolidation
thereafter

-- S&P expects the general government deficit will widen to 6.5%
of GDP in 2022.

-- Montenegro has a fragile external position, with persisting
high current account deficits and strong reliance on external
financing availability.

-- S&P expects Montenegro to use its cash holdings and
increasingly tap the domestic markets to cover its fiscal deficits
and debt redemptions as external financing market access tightens.

S&P said, "We estimate that Montenegro's general government deficit
will widen to 6.5% of GDP in 2022, after improving substantially to
an estimated 2.0% of GDP in 2021. While the high nominal growth
rate of the economy (exceeding 15% in 2022) will give a noticeable
boost to fiscal receipts, we forecast that the budget deficit will
expand to 6.5% of GDP, compared with the government's budgeted
level of 5.1%. This is because we expect the government's current
spending will increase from a higher wage bill, social protection
transfers, and increased pension spending. At the same time,
budgetary allocations are required to fund arrears in the health
care sector, together with broader measures to alleviate pressure
from the high inflationary environment. These take the form of
lower excise on fuels, value-added tax on groceries, and real
estate tax, and will weigh on government revenue collections this
year. We forecast the deficit will gradually narrow toward 3% of
GDP in 2025, supported by economic growth and the government's
consolidation efforts."

The Europe Now reform program, introduced in December 2021,
includes several front-loaded expenditure items, among others an
increase of the minimum wage, in addition to a host of tax-related
measures and abolishment of the obligation to pay contributions
toward compulsory health insurance. In S&P's view, the unstable
political situation has amplified the challenges related to the
program's implementation.

S&P said, "We forecast Montenegro's net general government debt
will stand at 65.6% of GDP in 2022, from 67.9% in 2021, and
gradually decline to 64% by the end of 2025. In July 2021, the
Montenegrin government put in place a hedging arrangement on its
Chinese highway loan, which represents about 15% of the
government's debt stock, effectively reducing currency risks and
the interest rate to 0.88% in euros from 2.00% in U.S. dollars. Due
to the rising cost of debt and higher leverage, Montenegro's
interest expenditure has increased slightly, and we expect this to
average 6.3% of government revenue through 2025. Our debt forecast
does not include any debt taken up for further sections of the
Bar-Belgrade highway."

Montenegro's government debt is primarily owed to foreign
creditors, with only a limited number of domestic securities
issued. Associated risks are partially mitigated by the fact that
about 40% of government external debt is to official lenders under
generally favorable conditions. However, the debt-redemption
profile remains rather uneven, which is a function of the small
size of the government budget and Montenegro's economy. Authorities
issue benchmark-size instruments that are comparatively large as a
percentage of GDP, meaning repayments are high in the years with
Eurobond maturities.

Because the government increasingly relies on net borrowing from
the rest of the world, the sustainability of Montenegro's external
financing is increasingly a function of the public sector's access
to external capital markets. A sudden loss of access to foreign
financing (which S&P does not project) would not only create a
fiscal cliff for public finances, but also likely drain foreign
reserves and tighten overall financial conditions in a euroized
economy that lacks a lender of last resort. The high short-term
external financing requirements of the banking sector also pose
some risks due to tighter financing conditions globally, in S&P's
view.

Montenegro's access to the global financing markets is becoming
increasingly expensive as global interest rates increase and risk
sentiment toward emerging market governments shifts. S&P said, "At
the same time, we forecast Montenegro's budgetary deficits will
average about 5% of GDP over 2022-2024 with roll-over of existing
debt of similar magnitudes coming due yearly. We understand that
the government intends to utilize its cash holdings and
increasingly direct its financing need toward the domestic market
to cater for its overall financing needs."

Government liquid assets, including leftover proceeds from the
Eurobond issuance in December 2020, stood at about 8% of GDP as of
July 2022, providing a sufficient cash cushion for 2022. S&P
considers that Montenegro's favorable relationship with
international financial institutions will allow it to secure
financing in the context of its financing needs through 2023 should
domestic market depth prove insufficient.

S&P expects the current account deficit will widen to 14.2% of GDP
this year, from 9.3% of GDP in 2021, as higher commodity prices
cause current account payments to swell, mainly via a wider goods
deficit. This will only be partially offset by a service surplus
that has been strong in the first half of this year, thanks to
continued improvement in tourism-related revenue.

The persistence of current account deficits and a large net
external liability position keeps Montenegro vulnerable to
balance-of-payment risks. Historically, the economy has relied
substantially on net inflows of FDI into tourism and associated
real estate. S&P said, "We observe that FDI flows showed resilience
in 2022, with inward FDI at about 9% of GDP over the first half of
2022, supporting ongoing investments. In our base-case scenario, we
expect FDI to be the key driver in Montenegro's import bill,
supporting hospitality-related investment projects. We expect FDI
will average about 10% of GDP annually in 2023-2025, broadly in
line with historical trends, fueling rising imports. Consequently,
we estimate that the country's current account deficit will average
13.8% of GDP over 2022-2025."

Montenegro's unilateral adoption of the euro prevents its central
bank from setting interest rates and controlling the money supply
and restricts its ability to act as a lender of last resort.
Although the central bank has some options to provide liquidity to
domestic banks, in S&P's view, its inability to create additional
liquidity in a stress scenario effectively prevents it from
fulfilling the function of lender of last resort.

Montenegro's banking system holds solid capital levels,
nonperforming loans at 7%, and ample liquidity. S&P understands
that the conflict in Ukraine and associated sanction regimes have
not resulted in the deterioration of the liquidity parameters of
Montenegro's banking system. As of July 31, 2022, liquid assets
represented 28.81% of total assets, stable on year-end positions.

The banking system overall is dominated by subsidiaries of foreign
banking groups, which typically have financial positions exceeding
those of solely domestic banking groups. In December 2020, the
two-largest banks, Crnogorska Komercijalna Banka AD and Podgoricka
Banka, completed their anticipated merger, with the combined entity
(CKB) now accounting for about 40% of sector assets. The banking
system is largely funded by domestic deposits, providing some
stability. The central bank completed an asset-quality review for
all banks in the country in 2021 and concluded that the financial
system is stable.

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

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

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

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

  Ratings List

  RATINGS AFFIRMED

  MONTENEGRO

   Sovereign Credit Rating                B/Stable/B

   Transfer & Convertibility Assessment   AAA

   Senior Unsecured                       B




===============
P O R T U G A L
===============

NOVO BANCO: Moody's Puts (P)B3 Rating to Sr. Unsecured EMTN Program
-------------------------------------------------------------------
Moody's Investors Service has assigned (P)B3 senior unsecured EMTN
program ratings, (P)B3 junior senior unsecured program ratings and
(P)B3 subordinated program ratings to Novo Banco, S.A. All other
ratings and assessments remain unaffected by the rating action.

RATINGS RATIONALE

The new rating assignment follows the set-up of Novo Banco's EUR5
billion Euro Medium Term Notes (EMTN) program dated September 1,
2022, under which the bank will issue senior unsecured debt, junior
senior unsecured debt and subordinated debt designated as "Senior
Preferred Notes", "Senior Non-Preferred Notes" and "Tier 2 Notes",
respectively, in the documentation.

ASSIGNMENT OF PROGRAM RATINGS

The (P)B3 ratings assigned to the EMTN program reflect the bank's
b2 Adjusted Baseline Credit Assessment (Adjusted BCA); the result
of Moody's Advanced Loss Given Failure (LGF) analysis, which
indicates a high loss-given-failure for senior unsecured, junior
senior unsecured and subordinated debt in the event of the bank's
failure, leading us to position these ratings one notch below the
Adjusted BCA; and a low probability of government support, which
results in no rating uplift.

Novo Banco's BCA of b2 reflects the bank's improved credit profile
as a result of the continued de-risking of its balance sheet and
the significant restructuring of its operations over recent years.
In particular, it reflects the bank's significantly improved asset
quality metrics, although still weak, its modest risk-absorption
capacity and its enhanced profitability levels.

NOVO BANCO'S MINIMUM REQUIREMENT FOR OWN FUNDS AND ELIGIBLE
LIABILITIES (MREL)

Novo Banco is subject to the euro area operational resolution
regime based on the region's implementation of the Bank Recovery
and Resolution Directive (BRRD). Under this regime the bank has
been set an intermediate MREL requirement of 17.66% of its total
risk exposure amount (TREA) as of January 1, 2022 and a final
requirement of 23.16% plus the then applicable combined buffer
requirement, which must be met from capital and other eligible
liabilities as of January 1, 2026.

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

Novo Banco's EMTN program ratings could be upgraded following with
any upgrade of the bank's Adjusted BCA. Also, additional volume of
subordinated instruments, implying higher protection for more
senior creditors and a lower loss given failure in resolution,
could lead to an upgrade of the program ratings.

Novo Banco's Adjusted BCA could be upgraded if the bank continues
to makes progress in reducing its stock of problematic assets and
improving its capital and profitability metrics.

Novo Banco's EMTN program ratings could be downgraded following
with any downgrade of the bank's Adjusted BCA.

Novo Banco's Adjusted BCA could be downgraded if the bank's capital
position were to deteriorate or because of a weakening of its asset
risk, or profitability. A downgrade could also occur if  bank's
liquidity were to deteriorate from its current position.

LIST OF ASSIGNED RATINGS

Issuer: Novo Banco, S.A.

Assignments:

Senior Unsecured Medium-Term Note Program, assigned (P)B3

Junior Senior Unsecured Medium-Term Note Program, assigned (P)B3

Subordinate Medium-Term Note Program, assigned (P)B3

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in July 2021.



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

MIRAVET SARL: Fitch Affirms Bsf Rating on Class E Notes
-------------------------------------------------------
Fitch Ratings has affirmed Miravet S.a.r.l.'s ratings. The Outlooks
on the notes are Stable.

                          Rating            Prior
                          ------            -----
Miravet S.A. R.L.

Class A XS2076149397  LT  AAAsf  Affirmed  AAAsf
Class B XS2076149553  LT  Asf    Affirmed  Asf
Class C XS2076149637  LT  BBBsf  Affirmed  BBBsf
Class D XS2076149710  LT  BBsf   Affirmed  BBsf
Class E XS2076149801  LT  Bsf    Affirmed  Bsf

TRANSACTION SUMMARY

The transaction is a static securitisation of seasoned and fully
amortising Spanish residential mortgages originated by Catalunya
Banc, Caixa Catalunya, Caixa Tarragona and Caixa Manresa, entities
that are fully owned by and integrated with Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA, BBB+/Stable/F2). The transaction closed in
December 2019, and its loans stood at around 83% of the initial
balance of EUR349.6 million as of end-April 2022.

KEY RATING DRIVERS

Model Error Correction: The rating actions Fitch took in September
2021 were based on an incorrect portfolio balance excluding
defaulted loans, which are defined as arrears over 12 months. Fitch
has resolved the model error and affirmed all tranches. In Fitch's
view, the credit enhancement (CE) protection on the rated notes is
sufficient to compensate the credit and cash flow stresses
commensurate with the current ratings.

Asset Performance as Expected: Downside performance risk on the
portfolio has increased with the recent rise in inflation, which
may put pressure on household financing, especially for more
vulnerable borrowers.

The transaction's arrears and default metrics have so far shown
trends that are in line with our expectations. As of end-April
2022, the balance of arrears over 90 days excluding defaults stood
at 5.3% relative to outstanding pool balance (versus 5.8% last
year), and the gross cumulative defaults stood at 6.7% relative to
initial portfolio balance (versus 4.3% last year). As observed
defaults have moved in line with expectations, Fitch has applied a
performance adjustment factor in line with the one at transaction
closing, of 100%.

Around 79% of the portfolio is linked to loans with prior
restructurings that have an average clean payment history of 10.3
years as of April 2022. The default rate of each re-performing loan
is derived from the assessment of the payment record since the most
recent date they were last in arrears and the restructuring
end-date.

The portfolio is highly exposed to the region of Catalonia where
around 70% of the portfolio is located. Within Fitch's credit
analysis, and to address the regional concentration risk, higher
rating multiples are applied to the base foreclosure frequency
assumption to the portion of the portfolio that exceeds 2.5x the
population within this region relative to the national total in
line with Fitch's European RMBS Rating Criteria.

Rising Credit Enhancement: Today rating actions reflect our
expectation of rising credit enhancement (CE) as the transaction
amortises sequentially. CE for the class A notes has risen to 36.7%
as of end-April 2022 from 34.7% a year ago.

Payment Interruption Risk Caps Rating: The class B to E notes are
exposed to unmitigated payment interruption risk in the event of a
servicer disruption, as the available structural mitigating factor
(liquidity reserve) is not maintained after the full repayment on
the class A notes. As a result, the maximum achievable rating for
these notes is 'A+sf', as per Fitch's Structured Finance and
Covered Bonds Counterparty Rating Criteria.

RATING SENSITIVITIES

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

A downgrade of Spain's Long-Term Issuer Default Rating (IDR) that
could lower the maximum achievable rating for Spanish structured
finance transactions. This is because the class A notes are capped
at the 'AAAsf' maximum achievable rating in Spain, six notches
above the sovereign IDR.

Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by changes
to macroeconomic conditions, interest rate increases or borrower
behaviour. An increase in the weighted average recovery rate (WAFF)
of 15% and a decrease in the weighted average recovery rate (WARR)
of 15% could imply downgrades of up to three notches.

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

Increase in CE ratios as the transaction deleverages to fully
compensate the credit and cash flow stresses commensurate with
higher ratings.

Improved asset performance driven by stable delinquencies and
defaults could lead to upgrades of the class B to E notes. A
decrease in the WAFF of 15% and an increase in the WARR of 15%
could lead to upgrades of up to seven notches.




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

TIB DIVERSIFIED: Fitch Rates Series 2022-A & 2022-B Notes 'BB+'
---------------------------------------------------------------
Fitch Ratings has assigned TIB Diversified Payment Rights Finance
Company's (TIB DPR) series 2022-A and 2022-B notes final 'BB+'
ratings. The Outlook is Negative. The agency has also affirmed TIB
DPR's outstanding notes.

                              Rating         Prior
                              ------         -----
TIB Diversified Payment Rights Finance Company

Series 2012-A XS0798555966  LT BB+  Affirmed  BB+
Series 2012-B XS0798556345  LT BB+  Affirmed  BB+
Series 2013-D XS0985825172  LT BB+  Affirmed  BB+
Series 2014-A XS1102748073  LT BB+  Affirmed  BB+
Series 2014-B               LT BB+  Affirmed  BB+
Series 2015-B XS1210043136  LT BB+  Affirmed  BB+
Series 2015-G XS1316496907  LT BB+  Affirmed  BB+
Series 2016-B XS1508150452  LT BB+  Affirmed  BB+
Series 2016-E XS1529855253  LT BB+  Affirmed  BB+

TRANSACTION SUMMARY

The programme is a financial future flow securitisation of existing
and future US dollar-, euro-, and sterling-denominated diversified
payment rights (DPRs) originated by Turkiye Is Bankasi A.S.
(Isbank). DPRs can arise for a variety of reasons including
payments due on the export of goods and services, capital flows,
tourism and personal remittances. The programme has been in
existence since 2004.

KEY RATING DRIVERS

Originator Credit Quality: Isbank's Long-Term Local-Currency (LT
LC) IDR of 'B'/Negative is driven by and mirrors its Viability
Rating of 'b'. It is one notch higher than its Long-Term
Foreign-Currency IDR, reflecting Fitch's view of lower government
intervention risk in local currency. The Negative Outlook on the LT
LC IDR reflects risks to the bank's standalone credit profile amid
heightened operating environment pressures and considers the
Negative Outlook on the sovereign.

GCA Score Supports Ratings: Fitch maintains the Going Concern
Assessment (GCA) scores of 'GC1' assigned to Isbank. The GCA score
is a measurement of the likelihood that the business remains a
going concern and the underlying cash flow continues to be
generated if the company defaults on other liabilities.

Four-Notch Uplift from LC IDR: Fitch said "We view the overall
risks of Isbank's DPR programme to be on a par with its 'GC1' peers
in the Turkish market. Visibility on the outcome of any potential
default or bankruptcy scenario for each Turkish bank relevant to
the DPR programme is still limited as market conditions remain
challenging."

Sufficient Coverage Levels: Fitch calculates monthly debt service
coverage ratio (DSCR) for the programme at 51x based on the average
monthly offshore flows processed through designated depositary
banks (DDBs) of the past 12 months, after incorporating interest
rate stresses.

Fitch also tested the sufficiency and sustainability of the DSCRs
under various scenarios, including exchange-rate stresses, a
reduction in payment orders based on the top 20 beneficiary
concentrations and a reduction in remittances based on the steepest
quarterly decline in the past few years. Fitch considers that the
DSCRs for the programme are sufficient to support the assigned
ratings.

Diversion Risk Reduced: The transaction's structure, like those of
peers, mitigates certain sovereign risks by keeping DPR flows
offshore until scheduled debt service is paid to investors,
allowing the transaction to be rated above Turkiye's Country
Ceiling. Fitch believes diversion risk is materially reduced by the
acknowledgement agreements signed by DDBs.

RATING SENSITIVITIES

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

Significant variables affecting the transaction's rating are the
originator's credit quality, the GCA score, DPR flow development
and debt service coverage. Fitch would analyse a change in any of
these variables for the impact on the transaction's rating.

Another important consideration that could lead to rating action is
the level of future flow debt as a percentage of the originating
bank's overall liability profile, its non-deposit funding and
long-term funding. This is factored into Fitch's analysis to
determine the maximum achievable notching differential, given the
GCA score.

In addition, the ratings of The Bank of New York Mellon
(AA/Stable/F1+) as the issuer's account bank may constrain the
ratings of DPR debt should Bank of New York Mellon be rated below
the then ratings of the DPR debt and no remedial action is taken.

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

The main constraint on the DPR rating is the originator's credit
quality and its operating environment. An upgrade of the
originator's LT LC IDR could contribute positively to the DPR
rating. Improvements in economic conditions could also contribute
positively to DPR flow performance and to the rating. Fitch will
review the DPR rating if there is any material change of those
variables.


[*] Fitch Corrects July 18 Release on 11 Turkish Corporates
-----------------------------------------------------------
Fitch Ratings corrects a ratings release published on July 18, 2022
on 11 Turkish Corporates.  The rating action commentary, dated Aug.
25, 2022, replaces the version published on July 18 to remove the
Outlook on Aydem Yenilenebilir Enerji Anonim Sirketi's senior
secured rating.

The Amended Ratings Release is as follows:

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+'.
We constrain 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. We constrain 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. We constrain 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. We constrain 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. We constrain 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+'. We constrain 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 ASSUMPTIONS

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

Fitch's 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 we consider 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, our 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 doesnot 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.

Rating Actions

                                  Rating
                                  ------  
Emlak Konut
Gayrimenkul Yatirim
Ortakligi A.S.          
                         LT IDR     B  Downgrade
                         LC LT IDR  B  Downgrade

Turk Telekomunikasyon
A.S.                    
                         LT IDR     B  Downgrade
                         LC LT IDR  B  Downgrade
  senior unsecured       LT         B  Downgrade RR4

Turkiye Sise ve
Cam Fabrikalari AS     
                         LT IDR     B  Downgrade
   senior unsecured      LT         B  Downgrade RR4

Ronesans Gayrimenkul
Yatirim A.S.            
                         LT IDR     B  Affirmed
  senior unsecured       LT         B  Affirmed  RR4

Turkcell Iletisim
Hizmetleri A.S    
                         LT IDR     B  Downgrade
  senior unsecured       LT         B  Downgrade RR4

Turkiye Petrol
Rafinerileri A.S.
(Tupras)         
                         LT IDR     B  Downgrade
                         LC LT IDR  B  Downgrade
  senior unsecured       LT         B  Downgrade RR4

Sasa Polyester
Sanayi Anonim
Sirketi                  LT IDR     B  Affirmed

Petkim Petrokimya
Holdings A.S.    
                         LT IDR     B  Downgrade
   senior unsecured      LT         B  Downgrade RR4

Arcelik A.S.
                         LT IDR     BB- Downgrade
                         LC LT IDR  BB+ Affirmed
   senior unsecured      LT         BB- Downgrade RR4

Ordu Yardimlasma
Kurumu (Oyak)          
                         LT IDR     B Downgrade

Aydem Yenilenebilir
Enerji Anonim Sirketi   
                         LT IDR     B Downgrade
   senior secured        LT         B Downgrade RR4




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

888 HOLDINGS: Fitch Assigns 'BB-' LongTerm IDR, Outlook Neg.
------------------------------------------------------------
Fitch Ratings has assigned 888 Holdings Plc (888) a final Long-Term
Issuer Default Rating (IDR) of 'BB-'. The Outlook is Negative.

Fitch has also assigned 888 Acquisitions LLC's and 888 Acquisitions
Limited's debt issues final senior secured ratings of 'BB+' with
Recovery Ratings of 'RR2'.

The 'BB-' IDR reflects the strong combined business profile of 888
and William Hill International (WHI) with a widely recognised
online and retail brand portfolio plus high potential for
synergies. This is balanced against a weak combined financial
profile.

The group has limited geographic diversification of revenue and a
fairly low share of sports-betting operations versus gaming
activities but enjoys strong brand recognition. Its financial
profile is weak for the 'BB' rating category, due to high leverage
and low free cash flow (FCF) generating capacity. The ability to
increase business scale on an EBITDA basis and adherence to a
conservative financial policy that prioritises FCF and deleveraging
will be critical for the rating trajectory.

The Negative Outlook reflects some potential for adverse changes to
the regulatory environment in the core market and a degree of
execution risk related to synergies with WHI, which could delay the
deleveraging trajectory. Fitch expects 888 to be able to deleverage
through organic business growth despite current downside risks,
supported by the group's financial policy with a medium-term net
debt-to-EBITDA target of 3x. Fitch's rating case also assumes
integration synergies at a rate slightly slower than forecast by
management, with up to a USD90 million positive effect on EBITDA in
2025. Failure to achieve synergies, or operating underperformance,
in particular due to worse-than-expected regulatory challenges,
especially in the UK, would be negative for the credit profile.

KEY RATING DRIVERS

Business Scale Boosted by WHI: Larger scale and competitive market
positions are key business factors underpinning the rating. Fitch
said, "We expect that WHI's acquisition will allow 888 to increase
its revenue almost threefold from 2021 to USD2.4 billion by 2023
and USD2.8 billion by 2025. WHI's stronger forecast EBITDAR margin
should also lift EBITDAR for the merged group. We expect 888 to
reach USD0.45 billion EBITDAR by 2025, up from USD123 million in
2021."

Strong Combined Brand Portfolio: Both WHI and 888 enjoy high brand
recognition in the UK market. Fitch said, "We view established
brands as less vulnerable to possible regulatory restrictions on
advertising in gaming. Our forecast assumes that 888 and WHI will
maintain their market positions, supported by marketing synergies
and combined technological and business expertise."

Safe Gambling Measures Impact: Similar to Flutter and Entain, 888
started introducing responsible gaming measures in 2021, ahead of
the release of the UK Gaming Act Review whitepaper. The more
recently introduced measures include ones that materially impact
revenue and profitability - bet limits in online casinos and
affordability checks for deposit limits. This will affect
profitability in 2022. "We now forecast pro forma EBITDAR margin of
15.7% compared with our previous forecast of 16.8%. However, we now
also assume a more muted impact from new regulation in 2023 and a
smoother deleveraging trend for 888," Fitch said.

High Pro-Forma Leverage: The WHI acquisition was funded primarily
by debt, resulting in high pro-forma leverage (assuming full-year
contribution from WHI in 2023) for its rating, versus 888's
debt-free position before the merger. Fitch's rating case assumes
that adjusted net debt/EBITDAR will stay above 6.5x in 2023, before
gradually decreasing to 6.0x by 2025. "We do not incorporate any
other debt-funded acquisitions in our rating case, and further
growth in debt, or even little sign of deleveraging, could
negatively affect 888's rating. Capitalised leases add between 0.1x
and 0.3x to our lease-adjusted leverage," Fitch said.

FCF Affected by Debt Service: Fitch said, "We forecast 888's
pro-forma profitability to be lower than that of close peers,
Flutter Entertainment plc and Entain plc, and to be under pressure
from high interest expenses. We expect the latter to result in
negative low-single digit FCF in 2022-2023, as well as funds from
operations fixed-charge coverage ratios below 2.0x for 2022-2024.
Higher-than-expected capex in core or prospective markets, or
sizeable dividends could lead to sustained negative FCF for 888,
adversely affecting its credit profile. However, full realisation
of identified synergies and the ability to maintain strong
profitability despite regulatory challenges would be beneficial for
888's rating over the medium term."

Potential UK Regulatory Risk: Roughly two-thirds of combined
business's revenue will be generated from the UK market, which is a
substantial increase from 888's 40% pre-merger. This exposes the
group to the upcoming UK Gambling Act Review relative to close
peers. Despite the proactive implementation of responsible gaming
measures in 2021 and 2022, Fitch expects a further 150bp
year-on-year decrease in gross margin in the UK online market in
2023 for 888.

Higher Diversification Into Betting: Fitch said, "We expect the
combined business to generate 35%-40% of revenue from sports
betting (including retail) versus an estimated 13% for 888
pre-merger. We see sports betting as a potentially higher-growth
segment, both in demand and lower regulatory risk. Our forecasts
assume that exposure to sports betting will allow 888 to grow
revenue organically in mid-single digits."

Limited US Exposure: 888 launched its sports betting business in
the US through a partnership with Sports Illustrated in June 2021.
"Although we expect this business to see CAGR of over 50% in
2022-2025, we do not expect its share to exceed 5%-6% of
consolidated revenue by 2025. Given the hefty investments going
into the US market by most market participants, which still yield
mostly negative operating profits, we expect 888's small exposure
to that market to be only marginally detrimental to consolidated
profitability," Fitch said.

ESG Under Scrutiny: 888 has an ESG Relevance Score of '4' for
customer welfare - fair messaging, privacy & data security due to
increasing regulatory scrutiny of the sector, particularly in the
UK, greater awareness around social implications of gaming
addiction and an increasing focus on responsible gaming. Although
we have reflected conservative assumptions on UK online sales and
profitability, ahead of the UK Online Gambling Review, more
punitive legislation than envisaged could put the ratings under
pressure, given 888's high leverage profile.

DERIVATION SUMMARY

888's post-acquisition business profile can be compared with
Flutter's (BBB-/Negative) and Entain's (BB/Positive), given their
similar portfolio of strong brands, but smaller scale and slightly
weaker geographical and product diversification.

However, 888's financial profile over the first two to three years
of merger is expected to be weaker, with higher leverage and lower
profitability, translating into their rating differential. All
three entities have high exposure to the UK market and are
vulnerable to regulatory risk, which is factored into their current
ratings.

Post-acquisition, 888 is slightly larger but also more leveraged
than Allwyn International a.s. (Allwyn, previously SAZKA Group
a.s.; BB-/Stable). Its organic growth potential of online gaming
and betting is offset by higher regulatory risk than Allwyn's
lottery business. Allwyn's strong FCF generation is mitigated by
high acquisitive growth (including using cash flows to increase
stakes in existing businesses) and a more complex group structure.
The resulting credit profiles are broadly comparable, resulting in
the same rating.

KEY ASSUMPTIONS

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

- Six months of WHI contribution to 888's consolidated results in

   2022

- Revenue to slightly decrease in 2022 on a pro-forma basis,
   followed by low-to-mid single-digit growth in 2023-2025

- EBITDA margin of 14%-15% (EBITDAR around 16%) over the next
   three years, with a trough in 2022 due to responsible gaming
   measures taken by the company, in line with peers, in
   anticipation of the publication of the Gaming Act Review.

- Fitch's methodology uses an 8x multiple on the rent expense for

   the calculation of the lease debt amount as the assets are
   located in developed markets. We note the average length of WHI

   leases is shorter than 3.5 years, and lease contracts provide
   break clauses giving additional operational flexibility for an
   earlier exit or refinancing

- No dividends over the forecast period

- Neutral working-capital changes to 2025

- Capex at 4%-5% of revenue to 2025

- Synergies reaching USD90 million at EBITDA level and USD20
   million for capex (i.e. reduced joint capex) by 2025

RATING SENSITIVITIES

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

- Evidence of the EBITDAR margin being maintained above 15%
   following successful integration of the acquired business

- Sustained positive low single-digit FCF margin (after
   dividends)

- Evidence of adjusted net debt/EBITDAR trending towards 5.0x

- FFO fixed charge cover above 2.8x on a sustained basis

Factors that could individually or collectively, lead to the
Outlook being revised to Stable:

- Increased visibility over regulation in key markets and
   successful integration of the acquired business

- Neutral to positive FCF (after dividends)

- Visibility that management is adhering to a move conservative
   financial policy, as stated in its leverage goal, with adjusted

   net debt/EBITDAR trending below 6.5x on a sustained basis

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

- EBITDAR margin below 12% due to increased regulatory pressure
   or failure to effectively integrate the acquired business

- Neutral or negative FCF (after dividends)

- Adjusted net debt/EBITDAR remaining above 6.5x on a sustained
   basis

- FFO fixed charge cover maintained below 2.0x

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Fitch expects satisfactory liquidity for the
combined group on the back of stable cash on balance sheet of
around USD200 million over the next three years. Fitch restricts
USD125 million of cash for working-capital swings, winnings and
jackpots, leaving readily available cash of around USD70
million-USD130 million over the rating horizon.

The group's liquidity and financial flexibility is adequate for the
rating, given additional liquidity from a fully undrawn revolving
credit facility of GBP150 million, and the absence of material debt
repayments expected over the next seven years. However, the group's
fixed charge cover ratio is rather weak for the rating as Fitch
expects operating EBITDAR to interest paid plus rents of 1.7x in
2023, before improving slightly towards 2025.

ISSUER PROFILE

Gibraltar-based gaming operator 888 is a global online gaming
operator (mainly casino and poker) in Europe and north America.

                           Rating                  Prior
                           ------                  -----
888 Acquisitions
Limited

   senior secured    LT      BB+   New Rating  RR2  BB+(EXP)

888 Holdings PLC     LT IDR  BB-   New Rating       BB-(EXP)

888 Acquisitions LLC

   senior secured    LT      BB+   New Rating  RR2  BB+(EXP)

BRITISH CERAMIC: Owed More Than GBP26MM at Time of Administration
-----------------------------------------------------------------
William Telford at Plymouth Live reports that hundreds of
businesses owed more than GBP26 million when Devon's British
Ceramic Tile went bust will only receive 1.2p in the pound, it has
been revealed.

According to Plymouth Live, administrators wrapping up the affairs
of the company, which was based next to the A38 at Newton Abbot,
ended up with less than GBP300,000 to share out among 500 unsecured
creditors.

British Ceramic Tile fell into administration in January 2019,
making nearly 400 staff redundant, Plymouth Live recounts.  It
blamed international competition, rising costs and skills shortages
for its demise, Plymouth Live notes.

Administrators from London's FRP Advisory LLP have now completed
the administration of British Ceramic Tile Ltd and although they
were able to claw back millions of pounds owed to the company,
including more than GBP16 million in book debts and sales, it was
not enough to pay off all the debts.

Its 400,000sq ft factory building on the Heathfield Industrial
Estate was sold in September 2019 to a trio of international
property firms, Plymouth Live discloses.  This brought in
GBP4,632,996 but all this cash went to a fixed charge holder,
Plymouth Live states.  According to Plymouth Live, documents filed
at Companies House reveal a secured creditor, thought to be
majority shareholder Warren Stephens Trust, was owed about GBP33
million and suffered "a significant shortfall".

The documents also reveal that there were funds to pay a
preferential creditor the GBP97,035 it was owed, Plymouth Live
relays.  But there was just GBP358,625 available for unsecured
creditors -- and GBP62,286 of that was eaten up in costs of
distributing the funds, Plymouth Live notes.

According to Plymouth Live, the administrators' final report said a
total of 500 creditors lodged claims amounting to GBP26,155,244.
It said: "The funds were sufficient for a dividend of 1.2p in the
pound." The money has now been paid to those creditors.

Insolvency practitioners had been called in at British Ceramic Tile
as early as September 2018 when majority shareholder Warren A
Stephens Trust, started a discreet sales process to sell its shares
so a new owner could provide further investment in the company,
Plymouth Live relates.  The Warren Stephens Trust ended up being
owed GBP33 million, according to Plymouth Live.


EMERALD GLOBAL: Aerticket Rescues Business Out of Administration
----------------------------------------------------------------
Gary Noakes at TTG reports that Aerticket, the German brand which
claims to be the world's largest independent consolidator, has
launched in the UK after rescuing rival Emerald Global (UK) from
administration.

Aerticket, which is based in Berlin, has 1,200 employees at more
than 40 locations and was set up 25 years ago.  It issues around
seven million tickets annually, with a turnover of GBP2 billion.

Emerald was placed into administration in April 2021, TTG relates.
According to TTG, under the deal with Aerticket, a small Emerald
team, based in London and led by Mariah Hamid, will remain.  Also
part of the acquisition is a fulfilment and support centre with 25
employees in Penang, Malaysia, TTG discloses.

Emerald will operate as a 100%-owned Aerticket company and provide
agents with access to Aerticket's Cockpit booking tool, TTG
states.


MICRO FOCUS: Moody's Puts 'B1' CFR on Review for Upgrade
--------------------------------------------------------
Moody's Investors Service placed Micro Focus International plc's
(Micro Focus or the company) B1 corporate family rating and B1-PD
probability of default rating on review for upgrade. Concurrently,
Moody's has placed the B1 ratings on the senior secured bank credit
facilities borrowed at subsidiaries MA FinanceCo., LLC and Seattle
Spinco, Inc. on review for upgrade. The outlook on all ratings has
been changed to ratings under review from negative.

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

The rating action follows the announcement that Open Text Corp.
(Open Text, Ba1 ratings under review for downgrade) plans to
acquire Micro Focus in a recommended all-cash transaction. Open
Text plans to acquire Micro Focus at a price of 532 pence per
share, implying an equity value of approximately GBP1.8 billion and
an enterprise value of approximately GBP5.1 billion. Moody's
anticipates that Micro Focus' existing debt will be repaid upon
closing, expected during the first quarter of 2023.

The rating action reflects Moody's expectation that Micro Focus'
credit profile would benefit substantially from an acquisition by
Open Text. In response to the announcement, Moody's has placed Open
Text's Ba1 ratings on review for downgrade.

Nevertheless, Moody's anticipates that at the conclusion of the
ratings review, any downgrade of Open Text's ratings would likely
be limited to one notch. Accordingly, the rating agency expects
that the enlarged company will remain a materially stronger credit
compared to Micro Focus prior to being acquired by Open Text.

The review for upgrade will consider the impact of the planned
takeover by Open Text on the credit quality of Micro Focus
including, but not limited to, the combined credit profile and
business plan, financial policy, degree of financial integration
and details on the mix of debt in the final capital structure.

As Moody's has previously stated, a rating upgrade would depend on
evidence of a successful execution of the company's strategy to
stabilise its revenue base and improve EBITDA. Upward pressure on
Micro Focus' rating could arise if: (1) its Moody's-adjusted
FCF/debt was to improve towards the mid-teens percentages on a
sustained basis; and (2) its Moody's-adjusted debt/EBITDA fell
below 3.5x.

Moody's would consider a rating downgrade if Micro Focus is not
able to demonstrate evidence of debt reduction and to reduce
significantly the rate of revenue or EBITDA decline. The rating
would face downward pressure if: (1) the company's Moody's-adjusted
FCF/debt failed to recover back to the mid-single digit percentages
after the lows noted in fiscal 2021; (2) its Moody's-adjusted
leverage was greater than 4x, particularly if it is not
sufficiently balanced by cash on balance sheet, with no expectation
of improvement; (3) its liquidity weakened; and (4) there was any
large debt-funded acquisition.

LIST OF AFFECTED RATINGS

On Review for Upgrade:

Issuer: MA FinanceCo., LLC

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

Issuer: Micro Focus International plc

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

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

Issuer: Seattle Spinco, Inc.

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

Outlook Actions:

Issuer: MA FinanceCo., LLC

Outlook, Changed To Ratings Under Review From Negative

Issuer: Micro Focus International plc

Outlook, Changed To Ratings Under Review From Negative

Issuer: Seattle Spinco, Inc.

Outlook, Changed To Ratings Under Review From Negative

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Software
published in June 2022.

COMPANY PROFILE

Headquartered in Newbury, the UK, Micro Focus International plc is
a global provider of enterprise software solutions, operating under
five business segments. Micro Focus is listed both on the London
Stock Exchange and the New York Stock Exchange. In fiscal 2021,
ended October 31, 2021, Micro Focus generated $2.9 billion in
revenue and around $1 billion in company-adjusted EBITDA.

PEACOCKS CENTRE: Savills Tapped to Sell Shopping Mall for GBP25MM
-----------------------------------------------------------------
Steve Charnock at The Business Magazine reports that administrators
Grant Thornton have just instructed Savills to market The Peacocks
Centre in Woking, the sizeable shopping mall, for offers in excess
of some GBP25 million.

The Peacocks Centre has well over half a million square feet of
retail space spread across its 80 units, including significant
anchor tenants already in place such as the clothing retailers H&M,
Primark, TK Maxx and Next.  The mall also includes a food hall on
the lower concourse, which serves as the centre's principal food
and beverage provider, with current sitting tenants including
eateries such as McDonald's, KFC, Chopstix and Subway.

David Warnock is the Joint Administrator at Grant Thornton, The
Business Magazine discloses.

"The Peacocks Centre is a modern well located scheme, which has
benefited from a multi-million pound refurbishment of Jubilee Town
Square and the Victoria Square development.  The Centre is the
second of three schemes that are being sold under separate
administrations, with Rushmere Shopping Centre and Retail Park,
Craigavon currently on the market and Magowan West, Portadown due
to be released for sale in early September," The Business Magazine
quotes Mr. Warnock as saying.

According to The Business Magazine, Head of Shopping Centre
Investment and Repurposing at Savills, Mark Garmon-Jones, said:
"The Peacocks Centre provides an opportunity to acquire a quality
scheme, recently refurbished, in an affluent South East town with
significant asset management potential to increase the income to
circa GBP4.5 million."


STRATTON HAWKSMOOR 2022-1: Fitch Gives B-sf Rating to 2 Tranches
----------------------------------------------------------------
Fitch Ratings has assigned Stratton Hawksmoor 2022-1 PLC's notes
final ratings.

Stratton Hawksmoor 2022-1 PLC

Class A1 XS2503014057  LT AAAsf  New Rating  AAA(EXP)sf
Class A2 XS2503014131  LT AAAsf  New Rating  AAA(EXP)sf
Class B XS2503014214   LT AA+sf  New Rating  AA+(EXP)sf
Class C XS2503014305   LT A+sf   New Rating  A+(EXP)sf
Class D XS2503014487   LT BBB+sf New Rating  BBB+(EXP)sf
Class E XS2503014644   LT BBB+sf New Rating  BBB+(EXP)sf
Class F XS2503014727   LT BBsf   New Rating  BB(EXP)sf
Class G XS2503014990   LT B-sf   New Rating  B-(EXP)sf
Class X1 XS2503015021  LT B-sf   New Rating  B-(EXP)sf

TRANSACTION SUMMARY

Stratton Hawksmoor 2022-1 plc is a securitisation of non-prime
owner-occupied (OO) and buy-to-let (BTL) mortgages backed by
properties in the UK. The mortgages were originated primarily
before 2009 (over 99% by current balance) and previously
securitised in four transactions - Hawksmoor Mortgage Funding
2019-1 PLC, Stratton Mortgage Funding 2019 PLC, Clavis Securities
PLC Series 2006-1, and Clavis Securities PLC Series 2007-1.

KEY RATING DRIVERS

Seasoned Non-Prime Loans: The asset pool presents characteristics
that were commonplace in UK non-conforming origination prior to the
credit crisis. The collateral portfolio contains seasoned loans
(15.7 years on average), a high proportion of borrowers with
adverse credit histories and early stage arrears. In addition, the
OO sub-pool also contains a high proportion of interest-only (IO)
loans (74.3%) and borrowers who self-certified their incomes
(26.5%). Both sub-pools contain loans in arrears but the BTL
sub-pool has a materially lower proportion.

Fitch considered the historical performances of previous
transactions in its analysis and found them to be generally in line
with sector indices. Fitch analysed the OO and BTL portions of the
pool under its non-conforming and BTL criteria assumptions,
respectively, with a lender adjustment of 1.0x.

Low-Indexed WA CLTVs: The mortgage portfolio has benefited from
considerable growth in property values, leading to a weighted
average (WA) indexed current loan-to-value (CLTV) of 49.4%. This
contrasts with the WA original LTV of 83.0% and in turn led to a
fairly strong recovery rate (RR) assumption of 92.5% at 'Bsf'. This
is despite 76.4% of the portfolio comprising IO loans. The low CLTV
should minimise any material loss if a significant proportion of IO
borrowers are unable to make their bullet payments.

Interest Rate Compression: The loan interest rate margins in the
collateral pool presented a wide dispersion. Fitch performed a
yield compression analysis in line with its UK RMBS Criteria.
However, margin compression from prepayments is expected to be
limited, given the high seasoning of the assets and the low
interest rate environment in recent years. The ratings reflect
sensitivities to lower margin compression from prepayments.

Multiple Servicer Platforms: The transaction's collateral portfolio
is serviced by three different servicers, each in charge of a
different portfolio. Fitch considers that this feature, together
with the availability of a liquidity reserve and a reserve fund,
mitigates the risk of a payment interruption arising from a
servicer default. In the event that a servicer defaulted on its
obligations, Fitch believes that the continued operations of the
others would prevent any non-payment of non-deferrable interest.
Additionally, a back-up servicer facilitator is in place, reducing
the expected time it would take to appoint a new servicer.

Unhedged Basis Risk: The pool contains 94.1% loans linked to the
Bank of England base rate (BBR), 1.6% linked to Libor and 4.4%
linked to a standard variable rate. There is no hedge in place at
close. As the notes pay daily compounded SONIA, the transaction is
exposed to basis risk between the BBR and SONIA. Fitch has
incorporated this risk into its analysis by implementing a margin
reduction of 0.15% in the rising and stable interest rate stress
scenarios, in line with its UK RMBS Criteria.

Note Interest Cap: The interest-bearing notes from class B and
below are subject to a cap on daily compounded SONIA at 8.0%. The
maximum interest amount due is equal to the cap plus the relevant
margin. As the asset pool comprises floating-rate loans and such a
cap does not apply to the asset yield, this transaction feature is
positive for the notes' credit risk in rising interest rate
scenarios and neutral in stable or decreasing interest rate
scenarios.

This transaction feature has been captured in Fitch's analysis, in
line with its Structured Finance and Covered Bonds Interest Rate
Stresses Rating Criteria.

RATING SENSITIVITIES

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

The transaction's 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 credit enhancement (CE) available to the
notes.

Additionally, unanticipated declines in recoveries could also
result in lower net proceeds, which may make certain notes
susceptible to potential 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 RR assumptions, and examining the rating
implications for all classes of issued notes. A 15% increase in the
weighted average FF and a 15% decrease in the weighted average RR
indicate downgrades of between three and six notches across the
capital structure.

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 potential
upgrades. Fitch tested an additional rating sensitivity scenario by
applying a decrease in the FF of 15% and an increase in the RR of
15%. The impact on all notes except the class A notes could be
upgrades of between one and four notches.


URBN CONSTRUCTION: Owed GBP3.5 Million at Time of Collapse
----------------------------------------------------------
William Telford at Plymouth Live reports that Plymouth's Urbn
Construction Ltd went bust with debts of GBP3.5 million but
hundreds of people owed cash won't receive a penny, it has been
revealed.

Liquidators for the collapsed company have totted up all the money
they have clawed back and decided there are "insufficient funds" to
pay anyone anything, although their own fees will be covered,
Plymouth Live relates.

Urbn Construction, which was based in Burrington Way, went into
liquidation in May 2021, and now liquidators at insolvency
practitioner Kirks Insolvency, in Exeter, have completed their
investigations and revealed the full shortfall to creditors,
Plymouth Live recounts.  According to Plymouth Live, documents
filed at Companies House revealed about 200 claims were made for
cash, most of them from other firms in the construction industry.

Kirks managed to reclaim GBP62,958 but that will all go to paying
bills associated with sorting out the liquidation, including
liquidators' fees of GBP46,000, Plymouth Live discloses.  But it
turned out to be "uneconomical" to pursue more than GBP2.5 million
owed to Urbn Construction in unpaid goods and unfinished business,
Plymouth Live notes.

According to Plymouth Live, a newly filed Final Report from the
liquidators said a total of GBP1,141,242 had been held back as
"retentions", a common practice in the construction industry
whereby payment is withheld until a job is completed, and
GBP1,440,000 was owed for work in progress.  But the new report, as
cited by Plymouth Live, said: "The contracts were reviewed in the
liquidation and it was concluded that it would not be economical to
complete any of the outstanding work in progress."

Other book debts, money owed for work done, amounted to GBP143,232,
Plymouth Live states.  But the report said: "After a period of
trying to recover these debts Lackfords Debt Recovery advised us
that the debts were heavily in dispute.  On their advice the debts
were written off as uneconomical to pursue."

That meant there was no money available to pay any of the
creditors, Plymouth Live states.  This included GBP462,952 owed to
HMRC in unpaid taxes and the claims of GBP2,956,127 received from
unsecured creditors, according to Plymouth Live.

Employees were also owed GBP22,231 in wage and pension arrears, and
holiday pay, but the Government's Redundancy Payments Service has
not submitted a claim for this, Plymouth Live discloses.  According
to Plymouth Live, the Final Report from the liquidators said:
"Unfortunately insufficient funds have been realised to distribute
a dividend to any class of creditor."


WORCESTER WARRIORS: Four MPs Call for Club's Administration
-----------------------------------------------------------
BBC News reports that four Worcestershire MPs have requested
government intervention to place troubled Premiership club
Worcester Warriors in administration.

Robin Walker, in whose constituency Sixways is sited, Harriett
Baldwin, Rachel Maclean and Mark Garnier have called on action from
the Department for Digital, Culture, Media and Sport, BBC relates.

Warriors owners say delayed payments to staff for their August
wages are done, BBC discloses.

The Premiership have also agreed that Warriors can start the new
season, BBC notes.

But the club, who have been owned by Jason Whittingham and Colin
Goldring since December 2018, still face a winding-up petition from
HMRC, who are owed over GBP6 million, plus a long list of other
creditors -- and they were kept going during the Covid pandemic by
a GBP14 million sports survival package loan, BBC relates.

There has been talk of potential new owners but one consortium,
involving former Warriors chief executive Jim O'Toole is dependant
on the club being put into administration, which would involve an
immediate automatic 35-point deduction, BBC states.

According to BBC, the statement from local MPs does not include
former cabinet member Sajid Javid, the MP for neighbouring
Bromsgrove, or Mid Worcestershire's Nigel Huddleston, the DCMS
minister, who is precluded from being allowed a say on the Warriors
crisis, in case it might be perceived to be in conflict with his
ministerial responsibilities.

The latest statement from the four MPs follows a statement last
week in which they called for the club to "focus on protecting its
elite rugby status" and made clear that development at and around
Sixways will "only be supported if it supports sporting and
community objectives", BBC relays.

They now say that the DCMS must "trigger an administration as
swiftly as possible".

Worcester MP Robin Walker, as cited by BBC, said: "Enough is
enough. I wanted to give every opportunity for a solution to be
found which would avoid the club going into administration, but it
is now clear that this is not in sight."



                           *********


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

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

Copyright 2022.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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