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

                          E U R O P E

          Thursday, April 25, 2024, Vol. 25, No. 84

                           Headlines



F I N L A N D

FINNAIR OYJ: S&P Assigns 'BB+' ICR, Outlook Stable


G E R M A N Y

ONE HOTELS: Moody's Assigns B3 CFR, Rates Sr. Secured Term Loan B3
ONE HOTELS: S&P Assigns Preliminary 'B-' LT ICR, Outlook Stable


I R E L A N D

BASTILLE EURO 2020-3: Moody's Cuts EUR6.8MM F Notes Rating to Caa1


I T A L Y

BANKRUPTCY NO. 740/2021: Online Auction Scheduled for May 22
TERME DI MONTECATINI: Online Auction Scheduled for July 16


K O S O V O

KOSOVO: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable


L U X E M B O U R G

ARD FINANCE: Moody's Lowers CFR to Caa1, Outlook Negative
GARFUNKELUX HOLDCO: Moody's Cuts CFR to B3, On Review for Downgrade
KLEOPATRA HOLDINGS: S&P Alters Outlook to Neg, Affirms 'B-' LT ICR
OPPORTUNITE LUXEMBOURG: Enters Deferred Payment Procedure


S P A I N

LOARRE INVESTMENTS: Fitch Affirms 'BB' Rating on Sr. Secured Notes
VIA CELERE: S&P Affirms 'B' Rating, Outlook Stable


S W I T Z E R L A N D

MATTERHORN TELECOM: Moody's Affirms 'B2' CFR, Outlook Now Pos.


U N I T E D   K I N G D O M

CO-OPERATIVE BANK: Fitch Puts 'BB+' LongTerm IDR on Watch Pos.
CUPRAL GROUP: Bought Out of Administration, 37 Jobs Saved
GREEN CREATE: Goes Into Administration
LOVE NURSING: Falls Into Administration, Owes GBP312,810
LOWTON MOTOR: Enters Administration, Owes Creditors GBP8.5 Mil.

MATCHESFASHION: Luxury Brands Among Unsecured Creditors
MOLOSSUS BTL 2024-1: S&P Assigns Prelim BB (sf) Rating to X Notes
RS COOK: More Than 60 Former Employees Still Waiting for Payout
TOWD POINT 2024: Fitch Assigns 'Bsf' Final Rating to Class F Debt

                           - - - - -


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F I N L A N D
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FINNAIR OYJ: S&P Assigns 'BB+' ICR, Outlook Stable
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S&P Global Ratings assigned Finnish national air carrier Finnair
Oyj its 'BB+' long-term issuer credit rating.

The stable outlook reflects S&P's expectation of resilient demand
in air travel, assuming macroeconomic and/or geopolitical
conditions do not deteriorate unexpectedly and sharply, and ticket
fares remain at about 2023 levels, allowing Finnair to sustain its
EBITDA close to EUR525 million and its adjusted FFO to debt at
least 20%.

Government-related entity (GRE) Finnair holds the leading position
at its Helsinki airport hub, which the airline leverages for
connections in Europe as well as to Asia, North America, and the
Middle East.

S&P said, "Our rating on Finnair reflects the airline's leading and
resilient position in its Helsinki airport hub, where it holds over
70% of slots, and the successful modification of its former largely
Asian centered network. Operating environment appears favorable for
Finnair. Still relatively benign competition in its domestic hub
should support the airline's resilient profitability at least in
2024. We note the European airlines, which reduced capacity at the
Helsinki hub during the pandemic, are slow to fully come back and
we think the competitive situation is unlikely to significantly
change for this summer season." What's more, the relatively low
inbound and outbound air traffic of Helsinki, Finland's peripheral
geographic location to Europe, and the operational inefficiencies
this location brings makes Helsinki less attractive compared with
other destinations.

Before the Russia-Ukraine conflict, Finnair was largely focused on
connecting Asia to Europe (49% of capacity in 2019 as measured by
available-seat-kilometers), benefitting from the geographical
location of its hub between the Eastern and Western hemispheres.
However, with the ban on overflying Russia, Finnair's competitive
advantage on the Asian routes compared to some other air carriers
still using the Russian airspace has weakened due to the longer
flight distance. Finnair was forced to adjust its flight network
and focused more on developing other more cost-efficient
destinations such as Europe, North America, and the Middle East.
Their share in total capacity grew to 41% in Europe, 12% in North
America, and 8% in the Middle East, compared with 37%, 9%, and 1%
before the pandemic. Some of the former Asian capacity was
successfully moved to wet lease contracts with several
well-established international legacy carriers, while, overall,
profitability was put into the focus for the Asian segment. Finnair
also expanded its network with the new routes, for example to
Seattle, Dallas, Doha, and Tokyo Haneda.

Another consideration supporting the rating is the network
optimization paired with cost savings measures that helped Finnair
to restore its profitability. Compared with many other European
peers, Finnair's post-pandemic recovery in earnings lagged almost
one year, delayed by the closure of the Russian airspace resulting
in higher operating costs as well as prolonged pandemic-related
travel restrictions in China. After a year of restructuring and
thanks to the optimized and more efficient use of the fleet
(including wet leasing arrangements), Finnair's reported EBIT
margin improved to 6.2% in 2023 (with the airline achieving its
EBIT margin-target of 6% well ahead of the guided date). This
compares with the negative values during 2020-2022 and exceeds the
2019 level of 5.3%. This was not least thanks to a successful
implementation of an extensive EUR200 million cost savings program.
Continuing its revenue optimization, and cost containment measures,
the airline will likely sustain its profitability at about the 2023
level over 2024-2025, further supported by uninterrupted and robust
demand for air travel, combined with lingering supply side
constrains and elevated air fares.

Industrywide capacity is expected to remain tight because of delays
to the delivery of aircraft; a shortage of jet engines and spare
parts; issues with Pratt & Whitney engines; scarce maintenance
slots; and a lack of workforce, including pilots, across the entire
aviation network.

Finnair's comparatively old short-haul fleet and inflationary
pressure on the cost base that might weigh on further profitability
improvement are business risk profile constraints. The average age
of the fleet operated by Finnair in 2023 was 12.5 years, which is
comparable to Deutsche Lufthansa AG (Lufthansa; BBB-/Stable/A-3),
Air France-KLM SA (BB+/Stable/--), and International Consolidated
Airlines Group (IAG; BBB-/Stable/--), but higher than Transportes
Aéreos Portugueses (TAP; BB-/Stable/--) and Air Baltic Corp.
(B/Watch Pos/--). Also, about 20% of the total fleet (or half of
Airbus narrow-body fleet) is over 20 years old. S&P said, "We
believe this might increasingly weigh on the airline's competitive
position and profitability, particularly in the view of the more
stringent environmental regulation. Finnair is actively considering
this; however, no new aircraft orders have yet been placed. We also
anticipate potential pressure on EBIT margins in the near-term,
stemming from the upcoming renewals of pilot and cabin crew
collective labor agreements (CLAs) and other inflationary
headwinds. That said, we consider Finnair to be relatively well
placed to push through higher ticket prices, building on increased
yields (well beyond the pre-pandemic averages) in 2023, continued
good booking patterns, and healthy competitive environment."

S&P said, "Finnair's business scope is narrower than most peer
airlines we rate. Finnair carried about 11 million passengers in
2023 (compared with 14.7 million before the pandemic and
Russia-Ukraine conflict) on a fleet of 79 aircraft. This is
significantly above Air Baltic with 4.5 million passengers, but
below TAP with 15.9 million, Air France–KLM with 93.6 million,
IAG with 115 million, and Lufthansa with 123 million passengers.
Finnair is also only marginally exposed to nonpassenger business,
with 6% of the group's revenues attributable to cargo operations.
This compares with Lufthansa and Air France–KLM for example that
are both active in the air freight and maintenance repair and
overhaul businesses. These add stability to earnings through their
different-stage cyclicality under normal operating conditions.

Like other airline peers, Finnair's business risk profile is also
tempered by the risky characteristics of the underlying industry.
We believe that the airline sector is susceptible to: Economic
cycles; oil price fluctuations; high capital intensity; challenges
and rising costs from tightening environmental regulations;
unforeseen event risk, such as a terrorist attack or a disease
outbreak; and overproportionate exposure to the industrial actions
across the entire aviation sector, including air-traffic
controllers, pilots, flight attendants, and ground personnel.

"We view positively Finnair's strengthened balance sheet, capacity
to generate free cash flows and further deleverage, and our
base-case forecast that indicates adjusted FFO to debt of at least
20% in 2024, which is consistent with Finnair's 'bb-' SACP. We
forecast Finnair will sustain its adjusted EBITDA in 2024 close to
the 2023 level, while expect its free operating cash flow (FOCF)
will expand significantly above the EUR68 million of 2023. This
reflects the anticipated decrease in capital expenditure (capex) in
2024 to about EUR235 million from EUR404 million in 2023 because
only one A350 plane is scheduled for delivery in 2024. After
significant pandemic losses, Finnair will not pay taxes on its
profits in the medium term, which supports cash flow even more.
Finnair will use the excess cash for debt repayments (including
EUR80 million amortization under the pension premium loan).
Therefore, we forecast Finnair's total adjusted debt to decrease to
about EUR1.9 billion in 2024 (and likely further to EUR1.6
billion-EUR1.7 billion in 2025) from EUR2 billion as of Dec. 31,
2023, translating into adjusted FFO to debt of at least 20% in 2024
and 20%-25% in 2025, compared with 19.9% in 2023 and just 1.9% in
2022.

"We are cautious about our 2025 forecast considering that passenger
air travel demand is subject to lingering macroeconomic and
geopolitical uncertainties and the uncertainty about the interplay
between the resilience of ticket prices, swings in oil prices, and
other inflationary cost pressures. These are only partly captured
in our forecasts and may exert additional pressure on credit
measures. Currently, ticket prices across the industry are
particularly high, supported by capacity expansion lagging strong
demand growth following years of challenging travel conditions due
to the COVID-19 pandemic. Consumers are prioritizing spending on
holidays despite cost-of-living pressure. However, if real
disposable incomes fall further and unemployment rises, we think
this could stress ticket prices. We also acknowledge that
visibility beyond the next few months is low, given the persistent
short-term booking trends.

"We consider Finnair a GRE. Our view is underpinned by the
controlling stake (55.7%) the Finnish government holds in the
airline, while no other shareholder owns more than 5% of the
company's shares. During the pandemic, Finland provided its
national air carrier with state aid approved by the European
Commission under the Temporary Framework Scheme, which closed in
June 2022, with the related funds fully repaid in 2023 by Finnair
and the scheme's obligations removed from the airline. This was
followed by the market-based financial support from the Finnish
government in the form of the state's pro rata participation in a
new rights issuance in November 2023. Since 2020, the Finnish
government has extended extraordinary financial support to Finnair
amounting to an equivalent of about EUR1.6 billion. Also, before
the pandemic Finnair received financial government support on
multiple occasions (mostly as pro rata participation in new right
issuances).

"We think Finnair has strong links and plays an important role for
the Finnish government. Our view is underpinned by Finnair's
classification as the Group 1b company, in which the state has a
strong shareholder interest (at least 50.1%) and aligned strategic
interests. Finnair provides reasonable air connectivity to the
country, which is island-like, and otherwise not easily accessible
by alternative transport modes. Finnair is also the only airline
with a cargo hub in Finland. Furthermore, a parliamentary decision
is needed to allow a reduction in a state ownership below the
50.1%-threshold, while we do not envisage any plans of this
happening.

"Therefore, we believe there is a moderately high likelihood that
the Finnish government would provide Finnair with extraordinary
financial support. This translates into a two-notch uplift from the
'bb-' SACP. At the same time, our assessment factors in our view
that the provision of government support to an airline is subject
to strict EU competition regulations under normal trading
conditions.

"The stable outlook over the next 12 months reflects our
expectation of resilient demand in air travel, assuming
macroeconomic and/or geopolitical conditions will not deteriorate
unexpectedly and sharply, and ticket fares remain at about 2023
levels. This, we forecast, will allow Finnair to sustain its EBITDA
close to EUR525 million and its adjusted FFO to debt at least 20%.

"We could lower the rating if Finnair's adjusted FFO to debt falls
below 20% and remains there for a prolonged period without
prospects of recovery. This may happen, for example, if passenger
travel demand unexpectedly deteriorates and pressures air fares or
inflationary pressure on cost base intensifies materially.

"Furthermore, we could lower the rating if we believe that the
likelihood of government support has weakened or if we lower our
unsolicited sovereign rating on Finland below 'BBB+'.

"We could upgrade Finnair if its adjusted FFO to debt improves
above 30% and remains there. This could occur if Finnair's EBITDA
significantly outperforms our base case, for example, on account of
stronger and resilient yields, and the airline uses excess cash for
debt repayment. If we raise our unsolicited rating on Finland, it
would not automatically lead to an upgrade of Finnair.

"Social factors are a negative consideration in our credit rating
analysis. This reflects the correlation of air passenger traffic
and Finnair's operating performance with health and safety risk. In
general, Finnair was hit hard by the pandemic and had to apply for
a state aid under the Temporary Framework Scheme. Following the
lift of pandemic-related travel restrictions, Finnair has seen
significant recovery in leisure while corporate flying is taking
longer to return."

Environmental factors are a negative consideration, like the
broader airline industry, reflecting pressure to reduce greenhouse
gas emissions. Tightening environmental regulations for European
airlines, particularly those proposed in the EU's "Fit for 55"
package, could significantly increase costs under the EU ETS, bring
in a mandate for minimum sustainable aviation fuel usage, and even
introduce a kerosene tax. Therefore, among others, Finnair will
need to upgrade its fleet, which is about 12.5 years old, with more
fuel-efficient aircraft. This will keep its average capex over the
medium-term elevated.




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G E R M A N Y
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ONE HOTELS: Moody's Assigns B3 CFR, Rates Sr. Secured Term Loan B3
------------------------------------------------------------------
Moody's Ratings assigned a B3 corporate family rating to One Hotels
GmbH ("Motel One"). Moody's also assigned a B3-PD probability of
default rating and a B3 rating to the EUR800 million senior secured
term loan B (TLB) due 2031 and the EUR100 million senior secured
revolving credit facility (RCF) due 2030. The outlook assigned is
positive.

"The ratings balance Motel One's good market position as a hotel
operator and growth track record with high leverage and moderate
cash flow generation" says Oliver Schmitt, Vice President - Senior
Credit Officer and lead analyst for Motel One. "The positive
outlook reflects the expectation of credit metrics improvements
over the next 12-24 months as a consequence of a further successful
expansion of Motel One's business", adds Mr. Schmitt.

RATINGS RATIONALE

Motel One benefits from a good market position as a hotel operator
with a strong brand perception, in particular in the German,
Austrian and Swiss (DACH) market. The company has a track record of
strong growth in franchise size and room rates, which Moody's
expect to continue in the next years. The company is highly
profitable compared to other operators.

The rating is constrained by a high leverage and limited free cash
flow generation after the increase in leverage coming from the
transaction. Motel One increased its debt by a EUR800 million TLB
alongside a EUR500 million bridge facility to purchase the
acquisition of 35% of the share capital in Motel One from Proprium
Capital Partners. A EUR363 million PIK loan exists outside of the
restricted group.

Based on expected EBITDA growth and an increasing path of operating
lease liabilities with the opening of further hotels, Moody's
expect Debt/Moody's-adjusted EBITDA to decline towards 7x in 2024
and below 7x thereafter from increasing EBITDA generation through
revenue growth from new hotel openings, higher revenue per room and
slightly increased occupancy. Motel One aims to reduce net leverage
from Management-adjusted 4.3x pro-forma for the transaction through
EBITDA growth.

Moody's-adjusted free cash flow generation is expected to be
moderate. After negative Moody's-adjusted free cash flow in 2024
due to cash outflows stemming from the contemplated transaction and
special dividends, free cash flow will be just about positive in
Moody's estimations.

RATIONALE FOR THE OUTLOOK

The positive outlook reflects the potential of the company to grow
into credit metrics commensurate with a B2 rating, driven by
material EBITDA growth potential. The rating and outlook also
incorporates the expectation that Motel One will refinance an
existing bridge loan with a senior secured instrument ranking pari
passu with the TLB.

LIQUIDITY

Motel One's liquidity position is good. Proceeds from the senior
secured instruments will fully fund the payment for the acquisition
of the stake in Motel One. Given a comfortable cash position at YE
2023 of above EUR200 million and Moody's-adjusted FFO of above
EUR140 million (including the effect of capitalised leases), the
company will be able to cover capital spending (both cash and
capitalised lease depreciation) as well as seasonal working capital
swings. The company has used EUR75 million of cash to fund a
special dividend. Motel One has access to a revolving credit
facility (RCF) of EUR100 million that Moody's do not expect to be
drawn in 2024 for regular business purposes. Moody's expect the
EUR500 million, one year bridge facility to be refinanced by a
senior secured instrument pari passu to the TLB and the RCF, while
Moody's understand the bridge has an extension option until 2031 if
this refinancing was not to take place.

STRUCTURAL CONSIDERATIONS

The company has entered into a senior secured financing package of
a EUR800 million TLB, a EUR500 million bridge loan and a EUR100
million revolving credit facility, all ranking pari passu in
Moody's loss given default analysis. Moody's have assumed a 50%
recovery rate.

The security package consists of a guarantor coverage expected to
reach above 80% of EBITDA, and holding company collateral like
share pledges, intercompany receivables and other customary
security. Given there are no tangible other assets Moody's would
consider the security a weak security package.

Moody's did not include the outstanding EUR363 million PIK loan to
One Hotels & Resorts GmbH into Moody's calculation of financial
debt or into Moody's LGD assessment.

COVENANTS

Notable terms of the TLB documentation includes the following:

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement) and include all
companies representing 5% or more of consolidated EBITDA. Companies
incorporated in China, India or other agreed jurisdictions are not
required to become guarantors Security will be granted over key
shares, bank accounts and receivables.

Unlimited pari passu debt is permitted up to a senior secured
leverage ratio of 4.3x, and unlimited unsecured debt is permitted
subject to a 2x fixed charge coverage ratio or a 5.25x total net
leverage ratio. Any restricted payments are permitted if total
leverage is 3.75x or lower.

Adjustments to consolidated EBITDA include pro forma adjustments
capped at 20% of consolidated EBITDA and believed to be realisable
within 24 months of the relevant event.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance was a driver in the action. Governance risks stem from
an aggressive financial policy and high leverage. Additionally, the
governance risk exposure stems from the concentrated control of the
company its largest owner.

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

Moody's could upgrade the company if

-- Moody's-adjusted debt/EBITDA moves well below 7x in 2025 and
further deleveraging thereafter

-- RCF/net debt increases above 5% and Moody's-adjusted free cash
flow above 1% and preserve a robust liquidity profile

-- Moody's-adjusted EBITA margin remains in the high 30/low 40%
range

Moody's could downgrade the company if

-- Failure to deliver ongoing operational success with solid
RevPar growth

-- Moody's-adjusted debt/EBITDA remains above 7.5x

-- Negative free cash flow or liquidity concerns arising

-- Aggressive dividend payouts

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

PROFILE

One Hotels GmbH, through its operating subsidiary Motel One GmbH
("Motel One"), operates 94 hotels with more than 26,000 rooms as of
year-end 2023. The company focuses on in inner-city locations in
large to mid-sized cities across Europe. The majority of its room,
revenues and EBITDA stems from Germany, Austria and Switzerland
(DACH). In the recent years, in line with an ongoing strong growth
in Germany, Motel One expanded to gateway cities in Europe and more
recently in the US, with about 5,000 rooms available outside of
Germany. The hotel chain is privately held, controlled by Dieter
Müller and family.

ONE HOTELS: S&P Assigns Preliminary 'B-' LT ICR, Outlook Stable
---------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B-' long-term issuer
credit rating to lodging company One Hotels & Resorts GmbH and to
its subsidiary One Hotels GmbH, and its preliminary 'B-' issue and
'3' recovery ratings to One Hotels' proposed term loan B.

The stable outlook reflects S&P's expectations that One Hotels &
Resorts GmbH, through its subsidiary One Hotels GmbH, will continue
to successfully integrate newly opened hotels over the next 12
months, generate free operating cash flow after lease payments, and
maintain an S&P Global Ratings-adjusted leverage above 7.0x until
at least 2025.

The proceeds from the transaction will be used to finance One
Hotels & Resorts GmbH minority buyout of Motel One GmbH. On April
2, 2024, One Hotels & Resorts GmbH, via its subsidiary One Hotels
GmbH, bought the 35% minority stake it still did not own in Motel
One GmbH from Proprium Capital Partners, for a total consideration
of EUR1,250 million. As part of the buyout, Proprium agreed to
receive EUR363 million of the total consideration in the form of a
subordinated payment-in-kind (PIK) loan to One Hotels & Resorts
GmbH maturing the latest in March 2032, unless it is voluntarily
prepaid earlier than the proposed term loan. Its interests can be
paid in cash or can accrue as PIK at the choice of One Hotels &
Resorts GmbH, though we understand from management's
representations that this instrument will accrue over the period
and not pay cash. To finance the buyout transaction, One Hotels
GmbH is issuing an EUR800 million term loan B and EUR500 million of
other senior secured debt. These instruments, alongside the EUR76
million cash, will be used to finance the EUR887 million cash
consideration for the acquisition and to repay an existing EUR438
million private loan borrowed by Mr. Dieter Müller, the founder of
the Motel One franchise. Proceeds from the transaction will also be
used to pay some dividends to the controlling shareholding. As part
of the transaction, One Hotels GmbH and its subsidiary Motel One
GmbH will merge.

The stable outlook indicates S&P's expectations that One Hotels &
Resorts GmbH will continue to successfully integrate newly opened
hotels over the next 12 months, generate positive FOCF after lease
payments, and maintain S&P Global Ratings-adjusted leverage above
7.0x until at least 2025.

Downside scenario

S&P could consider lowering the rating in the next 12 months if:

-- FOCF after leases turns negative on a sustained basis,
weakening the group's liquidity position and putting strain on its
capital structure. This could occur, for example, as a result of
weaker operating performance than expected, or if the group decided
to pay interests on the subordinated loan from Proprium in cash
rather than in PIK; or

-- Financial leverage increases to such levels that would make the
group vulnerable to adverse macroeconomic conditions or that would
make the capital structure unsustainable in S&P's opinion.

Upside scenario

S&P could consider a positive rating action if it foresaw for One
Hotels & Resorts GmbH:

-- S&P Global Ratings-adjusted leverage reducing to below 6.5x on
a sustained basis, with a financial policy supportive of these
metrics; and

-- Substantial and incrementing FOCF after lease payments; and

-- Adjusted FOCF to debt improving toward 5%.

S&P said, "Environmental factors are a neutral consideration in our
credit rating analysis on Motel One. The group makes efforts to
reduce its C02 emissions, lowering the Scope 1 and 2 CO2-Emissions
per room night from 2.4 kg CO2 in 2019 to 1.3 kg in 2022.

"Social factors are a negative consideration in our credit rating
analysis of Motel One. Employees at Motel One are not unionized,
but about 95% are included in collective bargaining agreements. In
2023, hackers attacked Motel One and stole mainly old invoice data,
however the operations were not impacted. There were no enforcement
actions against Motel One. In general, we see social risks as an
inherent part of the hotel industry, which is exposed to health and
safety concerns, terrorism, cyberattacks, and geopolitical
unrests.

"Governance factors are a moderately negative consideration,
factoring in the significant influence of the founder, Mr. Dieter
Müller and his family. Mr. Müller is also the chair of the
management board of the parent company and his son is Co-CEO of One
Hotels GmbH. There are no supervisory board neither for the parent
nor for One Hotels GmbH. We also note that the visibility of
liabilities in the structure is somewhat limited, given the
carve-out of Motel One Real Estate GmbH, the significant portion of
debt sitting at 11 non-consolidated SPVs, and additional debt
raised at the parent company in the form of a PIK subordinated
loan, raising potential risks for lenders to the restricted
group."




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BASTILLE EURO 2020-3: Moody's Cuts EUR6.8MM F Notes Rating to Caa1
------------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Bastille Euro CLO 2020-3 DAC:

EUR11,850,000 Class B-1 Senior Secured Floating Rate Notes due
2034, Upgraded to Aa1 (sf); previously on Nov 5, 2020 Definitive
Rating Assigned Aa2 (sf)

EUR15,150,000 Class B-2 Senior Secured Fixed Rate Notes due 2034,
Upgraded to Aa1 (sf); previously on Nov 5, 2020 Definitive Rating
Assigned Aa2 (sf)

EUR6,800,000 Class F Deferrable Junior Floating Rate Notes due
2034, Downgraded to Caa1 (sf); previously on Nov 5, 2020 Definitive
Rating Assigned B3 (sf)

Moody's has also affirmed the rating on the following notes:

EUR186,000,000 Class A Senior Secured Floating Rate Notes due
2034, Affirmed Aaa (sf); previously on Nov 5, 2020 Definitive
Rating Assigned Aaa (sf)

Bastille Euro CLO 2020-3 DAC, issued in November 2020, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio was
originally managed by CBAM CLO Management Europe, LLC, currently by
Carlyle CLO Management Europe LLC. The transaction's reinvestment
period will end in August 2024.

RATINGS RATIONALE

The rating upgrades on the Class B-1 and Class B-2 notes are
primarily a result of the benefit of the shorter period of time
remaining before the end of the reinvestment period in August 2024.
The rating downgrade on the Class F notes is primarily a result of
the deterioration in over-collateralisation ratios over the last
year and a shorter weighted average life of the portfolio which
leads to reduced time for excess spread to cover shortfalls caused
by future defaults.

The affirmation on the rating on the Class A notes is primarily a
result of the expected losses on the notes remaining consistent
with their current rating levels, after taking into account the
CLO's latest portfolio, its relevant structural features and its
actual over-collateralisation ratio.

The over-collateralisation ratios of the rated notes have
deteriorated over the last year. According to the trustee report
dated March 2024 [1] the Class A/B, Class C, Class D and Class E OC
ratios are reported at 138.40%, 120.43%, 114.00% and 107.99%
compared to March 2023 [2] levels of 140.40%, 122.16%, 115.64% and
109.54%, respectively. While the transaction doesn't have an
explicit Class F OC ratio, its implicit level has decreased
following the loss of par.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR292.95m

Defaulted Securities: EUR4.11m (the defaulted asset has now been
restructured)

Diversity Score: 54

Weighted Average Rating Factor (WARF): 3034

Weighted Average Life (WAL): 3.95 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 4.05%

Weighted Average Coupon (WAC): 4.68%

Weighted Average Recovery Rate (WARR): 44.58%

The default probability derives from the credit quality of the
collateral pool and Moody's expectation of the remaining life of
the collateral pool. The estimated average recovery rate on future
defaults is based primarily on the seniority of the assets in the
collateral pool. In each case, historical and market performance
and a collateral manager's latitude to trade collateral are also
relevant factors. Moody's incorporates these default and recovery
characteristics of the collateral pool into its cash flow model
analysis, subjecting them to stresses as a function of the target
rating of each CLO liability it is analysing.

Moody's notes that the April 2024 trustee report was published at
the time it was completing its analysis of the March 2024 data. Key
portfolio metrics such as WARF, diversity score, weighted average
spread and life, and OC ratios exhibit little or no change between
these dates.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
December 2021.

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank, using the
methodology "Moody's Approach to Assessing Counterparty Risks in
Structured Finance methodology" published in October 2023. Moody's
concluded the ratings of the notes are not constrained by these
risks.

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

The rated notes' performance is subject to uncertainty. The notes'
performance is sensitive to the performance of the underlying
portfolio, which in turn depends on economic and credit conditions
that may change. The collateral manager's investment decisions and
management of the transaction will also affect the notes'
performance.

Additional uncertainty about performance is due to the following:

-- Portfolio amortisation: The main source of uncertainty in this
transaction is the pace of amortisation of the underlying
portfolio, which can vary significantly depending on market
conditions and have a significant impact on the notes' ratings.
Amortisation could accelerate as a consequence of high loan
prepayment levels or collateral sales by the collateral manager or
be delayed by an increase in loan amend-and-extend restructurings.
Fast amortisation would usually benefit the ratings of the notes
beginning with the notes having the highest prepayment priority.

-- Weighted average life: The notes' ratings are sensitive to the
weighted average life assumption of the portfolio, which could
lengthen as a result of the manager's decision to reinvest in new
issue loans or other loans with longer maturities, or participate
in amend-to-extend offerings. The effect on the ratings of
extending the portfolio's weighted average life can be positive or
negative depending on the notes' seniority.

-- Recovery of defaulted assets: Market value fluctuations in
trustee-reported defaulted assets and those Moody's assumes have
defaulted can result in volatility in the deal's
over-collateralisation levels.  Further, the timing of recoveries
and the manager's decision whether to work out or sell defaulted
assets can also result in additional uncertainty. Recoveries higher
than Moody's expectations would have a positive impact on the
notes' ratings.

In addition to the quantitative factors that Moody's explicitly
modelled, qualitative factors are part of the rating committee's
considerations. These qualitative factors include the structural
protections in the transaction, its recent performance given the
market environment, the legal environment, specific documentation
features, the collateral manager's track record and the potential
for selection bias in the portfolio. All information available to
rating committees, including macroeconomic forecasts, input from
other Moody's analytical groups, market factors, and judgments
regarding the nature and severity of credit stress on the
transactions, can influence the final rating decision.



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

BANKRUPTCY NO. 740/2021: Online Auction Scheduled for May 22
------------------------------------------------------------
Under Bankruptcy No. 740/2021 (Court of Milan), the following
assets have been put up for sale:

   -- San Donato Milanese, Via Milano, 2. Lot 1. Full ownership of:


   -- Body A hotel accommodation structure;

   -- Body B and C sunroof;

   -- Body D public network infrastructure;

   -- Bodies E and F mixed woodland; and

   -- Body G irrigated arable land.

The base price is set at EUR6,472,500.00.

The sale will be held at www.doauction.it from May 22, 2024, at
12:00 noon until May 29, 2024 at 12:00 noon.

Contact information:

         Curator Avv. Arianna Aldrovandi
         Tel: 0255187311,
         E-mail studio@studiointori.it.
         Info: www.asteannunci.it, pvp.giustizia.it


TERME DI MONTECATINI: Online Auction Scheduled for July 16
----------------------------------------------------------
Under Preventive Arrangement Procedure No. 1/2023 (Court of
Pistoia) the Court-Appointed Liquidator Dott. Enrico Terzani
disclosed that on July 16, 2024, at 12:00 noon, before Notary
Vincenzo Gunnella, in his office in Florence, via Masaccio 187, by
means of the Notary Auction Network - RAN, an online service
managed by the National Council of Notaries (www.notariato.it), the
sale will take place with irrevocable offer and possible tender of
the following:

SINGLE LOT
Sale of numerous real estate properties, intangible assets,
companies and movable assets constituting the spa branch of the
complex named:

"TERME DI MONTECATINI"
For an analytical description of all the assets making up the lot
and to read the notice of sale, please refer to the website
www.termemontecatini.it

ECONOMIC CONDITIONS
The single lot is offered for sale at a base auction price of
EUR42,158,725.00.

Those interested in purchasing may view the assets for sale upon
request to be sent via certified email to
direzione.generale@pec.termemontecatini.it;

Further summary information may be provided at the Office of the
Court Liquidator Studio Terzani - Via Turri No. 62, Scandicci -
Florence, telephone number 055/2579659. Certified email address:
enrico.terzani@odcecfirenze.it; enricoterzani@commercialisti.fi.it





===========
K O S O V O
===========

KOSOVO: Fitch Assigns 'BB-' LongTerm IDR, Outlook Stable
--------------------------------------------------------
Fitch Ratings has assigned Kosovo a Long-Term Foreign-Currency
(LTFC) Issuer Default Rating (IDR) of 'BB-'. The Outlook is Stable.
Fitch Ratings has also assigned a Country Ceiling of 'BBB-'.

KEY RATING DRIVERS

Fundamental Rating Strengths and Weaknesses: The rating is
supported by Kosovo's low and stable public debt/GDP, very low
interest/revenue, a record of prudent fiscal policy, stable revenue
base, its net external creditor position, and sound banking sector.
These factors are balanced by its fairly small economy, economic
informality, lack of full international recognition, risks from
unresolved tensions with Serbia, and reliance on diaspora flows to
finance a large structural trade deficit.

Credible Fiscal Policy: Kosovo's general government deficit
improved an estimated 0.4pp in 2023 to 0.3% of GDP, which compares
favourably with the 'BB' median deficit of 3.1%. A 13% increase in
tax revenues, helped by improved compliance, and a sharp rise in
grant assistance, offset 13% expenditure growth including from a
33% surge in capex. The fiscal deficit recovered quickly from the
pandemic shock, narrowing 6.6pp in 2021 to 1.2% of GDP and has
gradually improved since. A record of strong compliance with
national fiscal rules and the IMF stand-by arrangement, which the
authorities plan to maintain as a precautionary programme, augments
its confidence in fiscal policy.

Small Fiscal Deficits: Fitch forecasts general government deficits
of 0.7% of GDP in 2024 and 0.9% in 2025, comfortably complying with
Kosovo's fiscal rule deficit ceiling of 2% of GDP (excluding donor
financed investment, and privatisation revenues). Concessional
finance drove net external financing of EUR64 million in 2023,
allowing for a sharp reduction in domestic financing. Fitch
projects a further increase in concessional finance in 2024-2025,
partly reflecting the availability of USD100 million of World Bank
funds this year, and an initial payment from the EU Western Balkans
Growth Plan. New external borrowing requires a two-third
parliamentary majority, which typically has been secured.

Low and Stable Public Debt: General government debt (including
guarantees) declined to 17.5% of GDP at end-2023 from 22.4% at
end-2020, close to its pre-pandemic level and well below the 'BB'
median of 53.1%. Fitch treats this debt as 100% foreign-currency
denominated, consistent with Kosovo's adoption of the euro as its
currency. However, the absence of pressure on the exchange rate
regime mitigates currency risk on Kosovo's debt, around 95% of
which is euro-denominated. Fitch forecasts public debt/GDP to end
2025 at 17.4%, and fiscal reserves (including Privatisation Agency
holdings) to rise 0.1pp in 2024-2025 to 5.7% of GDP. Debt
interest/revenue, at 1.5%, is well below the 'BB' median of 9.6%.

Ongoing Tensions with Serbia: Fitch sees weak prospects for a
legally binding agreement with Serbia that leads to full
normalisation of relations between the two countries. Relations
have worsened over the last year, with violent protests in May 2023
around mayoral positions in northern Kosovo, an armed siege by
ethic-Serb militants in September, and recent prohibition on the
use of the Serbian dinar outside of the Kosovan banking sector.
However, Fitch views the risk of outright military conflict as low,
given costs to EU finance and accession prospects, and ongoing NATO
presence.

Limited Impact on Financing Sources: Progress has been made towards
the lifting of punitive measures introduced by the EU in June that
restrict funds from the Western Balkans Investment and
Pre-Accession Frameworks. This includes reducing police presence in
northern Kosovo and advancing new mayoral elections. Fitch does not
expect these measures to have a sizeable effect on overall
availability of financing over its forecast horizon. Kosovo
continues to pursue bilateral dialogues to address its lack of full
international recognition, including by five EU countries.

Large Current Account (CA) Deficit: The CA deficit narrowed to 7.7%
of GDP in 2023 from a 10-year high of 10.3% in 2022, on strong
growth in remittances and services. Structurally large CA deficits
have been fully met by diaspora-supported financial inflows and FDI
(around 60% of which is into real estate) and international
reserves were largely unchanged at USD1.26 billion in March 2024
from USD1.25 billion at end-2022. Fitch forecasts the CA to narrow
to 6.9% of GDP in 2025 and international reserves to rise to 2.1
months of current external payments, from 1.9 months at end-2023,
but still well below the 'BB' median of 4.4 months.

Net External Creditor Position: Fitch projects a slight improvement
in Kosovo's net external creditor position to 11% of GDP at
end-2025, which compares favourably with the peer group median of a
debtor position of 17% of GDP. Vulnerability to a sharp fall in
diaspora inflows is a risk, but Fitch considers this unlikely given
their relative stability over a long period, underpinned by
expatriates' maintenance of strong social and economic ties with
Kosovo. The Central Bank of Kosovo's (CBK) temporary EUR100 million
repo line with the ECB has been extended to end-January 2025.

Inflation Falls to Target: Inflation fell to 2.3% in March 2024,
from 12.1% at end-2022, driven by food and energy prices, with core
inflation also slowing to 3.6% from 6.8%. Fitch projects inflation
to average near 2.5% in 2024 and 2025, within the 2%-3% target. CBK
estimates around 80% of inflation is imported, and its policy
framework (of which reserve requirements are most prominent) has
yet to be fully tested against a strong domestically-driven
inflationary spike.

Diaspora-Fuelled GDP Growth: GDP growth moderated to 3.3% in 2023
from 4.3% in 2022, and a strong pandemic rebound of 10.7% in 2021.
Fitch forecasts growth to average 4% in 2024-2025, slightly above
the trend rate, fuelled by ongoing strong remittances and diaspora
real-estate investment. A very young population (average age 30)
supports labour demographics, but emigration of skilled workers
weighs on growth, and there are structural challenges from a fairly
low capital stock and a sizeable informal economy.

Steady Reform Progress: The administration of Prime Minister Kurti
appears well-placed to serve a full term with elections due by
March 2025. All structural benchmarks were met in the first review
of the IMF SBA in November, and progress has been made on
strengthening tax compliance, public investment management and the
regulatory framework to boost investment in renewable energy. The
administration continues to place a strong emphasis on reducing
corruption but public sector administrative bottlenecks remain a
key challenge to policy implementation.

Sound Banking Sector Fundamentals: The banking sector is
well-capitalised, with Tier 1 capital at 13.9% of risk weighted
assets at end-2023, has a high return on equity of 19.9%, and
liquidity coverage ratio of 2.8. Eighty-four per cent of the sector
(by assets) is foreign-owned, with EU banks accounting for just
over half, supporting prudential standards. The NPL ratio fell
further to 1.9% at end-2023 and is fully provisioned. Nominal
credit growth averaged nearly 15% over the last two years, and
there has been only a partial pass-through from ECB policy hikes to
deposit and lending rates.

ESG - Governance: Kosovo has an ESG Relevance Score of '5' for both
political stability and rights, and for the rule of law,
institutional and regulatory quality and control of corruption,
respectively. Theses scores reflect the high weight that the World
Bank Governance Indicators (WBGI) have in its proprietary Sovereign
Rating Model (SRM). Kosovo has a medium WBGI ranking at the 42nd
percentile, broadly in line with the 'BB' median of 44. This
reflects a moderate level rights for participation in the political
process, moderate institutional capacity, established rule of law,
a moderate level of corruption and political risks associated with
relations with Serbia.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Structural: Escalation of tensions with Serbia that have a
materially negative impact on macro-fiscal metrics

- External Finances: A marked increase in external financing risk,
for example due to a sizeable drop in the availability of external
concessional financing, remittances, or FDI

- Public Finances: Deterioration in debt interest/revenue, the
availability of finance, or the fiscal balance - for example due to
marked fiscal loosening, an economic shock, or greater funding
stress potentially due to political gridlock in securing the
two-thirds parliamentary approval required for external borrowing

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Structural: Sustained improvement in relations with Serbia,
reducing political risks, and underpinning faster international
recognition and integration with EU economies

- External: Reduction in external finance risk, for example due to
a marked rise in international reserves, potentially reflecting
stronger and more diversified capital inflows and further progress
with structural reforms boosting trade competitiveness

- Macro: Evidence of an increase in trend GDP growth, potentially
supported by faster economic diversification, leading to greater
income convergence with higher-rated peers

SOVEREIGN RATING MODEL (SRM) AND QUALITATIVE OVERLAY (QO)

Fitch's proprietary SRM assigns Kosovo a score equivalent to a
rating of 'BB' on the LTFC IDR scale.

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

- Structural: -1 notch, to reflect risks from unresolved tensions
with Serbia, which also constrain full international recognition,
adding to political risk and adversely affecting the business
environment.

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

COUNTRY CEILING

The Country Ceiling for Kosovo is 'BBB-', three notches above the
LTFC IDR. This reflects very strong constraints and incentives,
relative to the IDR, against capital or exchange controls being
imposed that would prevent or significantly impede the private
sector from converting local currency into foreign currency and
transferring the proceeds to non-resident creditors to service debt
payments.

Fitch's Country Ceiling Model produced a starting point uplift of
+3 notches above the IDR. Fitch's rating committee did not apply a
qualitative adjustment to the model result.

Date of Relevant Committee

26 March 2024

ESG CONSIDERATIONS

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

Kosovo has an ESG Relevance Score of '5' for Rule of Law,
Institutional & Regulatory Quality and Control of Corruption as
WBGI have the highest weight in Fitch's SRM and are therefore
highly relevant to the rating and are a key rating driver with a
high weight. As Kosovo has a percentile rank below 50 for the
respective governance indicators, this has a negative impact on the
credit profile.

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

Kosovo has an ESG Relevance Score of '4' for International
Relations and Trade as the lack of full international recognition
is relevant to the rating and is a rating driver, with a negative
impact on the credit profile.

Kosovo has an ESG Relevance Score of '4[+]' for Creditor Rights as
willingness to service and repay debt is relevant to the rating and
is a rating driver for Kosovo, as for all sovereigns. As Kosovo has
a track record of 20+ years without a restructuring of public debt
and captured in its SRM variable, this has a positive impact on the
credit profile.

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt                  Rating           
   -----------                  ------           
Kosovo           LT IDR          BB-   New Rating
                 ST IDR          B     New Rating
                 Country Ceiling BBB-  New Rating



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

ARD FINANCE: Moody's Lowers CFR to Caa1, Outlook Negative
---------------------------------------------------------
Moody's Ratings has downgraded ARD Finance S.A.'s (Ardagh)
long-term corporate family rating to Caa1 from B3 and its
probability of default rating to Caa1-PD from B3-PD. ARD Finance
S.A. is the top entity of Luxembourg-based glass and metal
packaging manufacturer Ardagh Group S.A.

Concurrently, Moody's has downgraded to B3 from B1 the rating on
the backed senior secured notes due 2026 and to Caa2 from Caa1 the
rating on the backed senior unsecured notes issued by Ardagh
Packaging Finance plc, and to Ca from Caa3 the rating on the senior
secured PIK toggle notes issued by ARD Finance S.A. The B1 rating
on the backed senior secured notes due 2025 has been reviewed and
remains unchanged because it will be withdrawn upon the expected
full redemption of these notes. The outlook remains negative.

The rating action follows the group's announcement on April 15,
2024 that its unrestricted subsidiary, Ardagh Investments Holdings
Sarl (AIHS), had entered into a new senior secured credit facility
maturing in 2029 with Apollo Capital Management, L.P. (Apollo), the
proceeds of which will be largely used to repay the $700 million
backed senior secured notes due 2025. The proceeds will be also
used to potentially issue exchange loans for the senior secured PIK
toggle notes due 2027 or the backed senior unsecured notes due 2027
that are held or acquired by one or more Apollo Investors plus an
agreed premium and solely at the option of Ardagh, and to issue
senior secured term loans in an amount sufficient to fund a debt
service reserve account at AIHS. The facility will be secured on
all material assets of AIHS, including a pledge on equity interests
of AIHS in Ardagh Metal Packaging S.A. (AMP, B2 negative). The new
facility will restrict Ardagh's ability to pay dividends and other
distributions, as a result of which PIK interests will be paid on
the PIK toggle notes for any interest periods commencing after June
30, 2024. The June 2024 interest payment on the PIK toggle notes
will, as previously indicated, be paid in cash by ARD Finance S.A.
The group also announced that it will continue to evaluate options
with its capital structure and, may seek to further reduce its debt
through discounted open market purchases, tender offers, exchange
offers, or privately negotiated transactions.

"Although the new debt raised will remove the short term
refinancing risk, the CFR downgrade to Caa1 reflects Ardagh's weak
credit metrics including its very high leverage and weak free cash
flow in the context of its 2026-2027 debt maturities in the current
interest rate environment" says Donatella Maso, a Moody's Vice
President – Senior Credit Officer and lead analyst for Ardagh.

The downgrade reflects corporate governance considerations
associated with the group's high leverage that led to an
unsustainable capital structure, captured under Financial Strategy
and Risk Management as per Moody's General Principles for Assessing
Environmental, Social and Governance Risks methodology.

RATINGS RATIONALE      

The new senior secured facility granted by Apollo will improve
Ardagh's short term liquidity by removing the refinancing risk of
its 2025 notes, increasing the group cash balances by approximately
$177 million ($138 million of which at the level of ARGID, its
glass division), and reducing the annual cash interests by
approximately $60 million. However, while the new debt raised will
have negligeable impact on Moody's adjusted leverage for the group,
this ratio remains very high at around 11x based on 2023 EBITDA of
$1.2 billion, which is well outside the guidance for the previous
B3 rating, with the leverage of ARGID being even higher at around
13.5x. Furthermore, the terms of the new Apollo facility will
weaken the recovery prospects for the bondholders of ARD Finance
S.A. and ARGID.

Although Moody's expects that the group's operating performance
will improve from H2 2024 onwards, its credit metrics will remain
weak over the next two years and its free cash flow (FCF)
generation will not be meaningful enough to accommodate higher
interest costs in the context of its 2026-2027 debt maturities.  

Following a weak 2023 across both glass (ARGID) and metal can (AMP)
businesses, Moody's expects that the operating environment will
improve in the second half of 2024 leading to a gradual recovery in
volumes year over year. However, the rebound in volumes will
largely depend on external factors such as customers' strategies in
terms of pricing and promotional activities as well as the
evolution of consumer demand, posing some risks to Moody's
forecasts.

Moody's also expects that group will benefit from several
initiatives implemented in 2023 to enhance its profitability and
cash flow generation. These include the closures of the Whitehouse
(Ohio) can plant following the planned rationalization of its
German steel can lines, the reduction of glass production in H2
2023 to address temporary industry overcapacity and manage
inventories, and the downsizing of the North America glass
footprint in response to the beer market disruption. Ardagh also
announced its intention to curtail its growth investments for the
foreseeable future following a period of significant investments.

As a result, the group will be able to improve its EBITDA and
credit metrics in 2024-2025. That said, the rating agency expects
that its Moody's adjusted gross leverage will remain very high at
around 9.5-10x for the period and its FCF will turn marginally
positive only in 2025 leaving low capacity to accommodate higher
interest expenses in case of refinancing of its 2026-2027 debt
maturities at the current rates.

LIQUIDITY

Moody's considers Ardagh's liquidity as adequate, albeit weakening,
because of approaching significant debt maturities over 2026-27 and
expectation for weak FCF. Excluding the ring-fenced debt at AMP,
Ardagh has c. $2.5 billion equivalent backed senior secured notes
due in 2026 and c. $4 billion equivalent backed senior unsecured
and PIK toggle senior secured notes due in 2027.

Ardagh's liquidity is supported by $719 million of available cash
as of December 31, 2023, $287 million of which is unrestricted at
ARGID; an undrawn asset-based lending (ABL) facility of $433
million due February 2027 at ARGID, and an undrawn ABL facility of
$415 million due August 2026 at AMP; and certain supplier financing
and non-recourse factoring arrangements. More specifically, ARGID's
liquidity is supported also by $205 million cash up-streamed from
AMP in the form of dividends as ARGID holds 76% of the AMP ordinary
and 100% of the AMP preferred shares.

The ABL facilities are subject to a financial covenant that would
require ARGID and AMP to maintain a fixed-charge coverage ratio of
1.0x, tested quarterly, if 90% or more of the facility is drawn.
Moody's expects the group to maintain adequate flexibility under
the covenant over the next 12-18 months.

STRUCTURAL CONSIDERATIONS

The Caa1-PD probability of default rating on ARD Finance S.A. is in
line with the CFR. This is based on a 50% recovery rate, as is
typical for capital structures that include bank debt and bonds.

The B3 rating of the backed senior secured due 2026 is one notch
above the Caa1 CFR, reflecting the significant amount of debt
ranking behind them. The Caa2 rating of the backed senior unsecured
notes is one notch below the Caa1 CFR, reflecting their
subordination to the sizeable amount of senior secured debt that
ranks ahead. The notes, both secured and unsecured, are guaranteed
by majority of the group restricted subsidiaries (primarily the
glass packaging business with the exclusion of Ardagh Glass
Africa). The senior secured notes are secured by a first-priority
lien on all non-ABL collateral, consisting of stocks and assets.

The Ca rating of the senior secured PIK toggle notes issued by ARD
Finance S.A. reflects the significant amount of debt ranking ahead
and its reliance on the cash upstreamed from the listed entity
Ardagh Group S.A. for the ultimate payment of cash interests, as
this will be paid as PIK interest for interest periods commencing
after June 30, 2024.  The senior secured PIK toggle notes at ARD
Finance S.A. benefit from a pledge over the shares of Ardagh Group
S.A. and ARD Group Finance Holdings S.A., and are not guaranteed.

RATIONALE FOR NEGATIVE OUTLOOK

The negative outlook reflects Ardagh's weak credit metrics at a
time when the group will face significant debt maturities over
2026-27 in a higher interest rate environment. The negative outlook
also takes into account the increased risk of default given the
potential for the group to seek to reduce its debt through
discounted open market purchases, tender offers or exchange
offers.

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

Given the negative outlook, there is limited upward pressure on the
rating. However, Ardagh's rating could be upgraded if the group
delivers significant EBITDA growth so that its Moody's adjusted
debt/EBITDA falls below 8.0x; its Moody's adjusted FCF becomes
meaningful leading to a more sustainable capital structure; while
maintaining an adequate liquidity profile.

Ardagh's rating could be downgraded if its operating performance
deteriorates; its liquidity weakens because of lack of progress in
refinancing its 2026-2027 debt maturities at a manageable cost; or
if it pursues financial strategies that entail higher losses for
creditors than those currently assumed in the current rating.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.

COMPANY PROFILE

ARD Finance S.A. (Ardagh) is the parent company of Ardagh Group
S.A., one of the largest global suppliers of metal and glass
containers to the beverage and food end markets. The company
operates 62 production facilities (23 metal beverage can production
facilities and 39 glass container manufacturing facilities) in 16
countries, with a significant presence in Europe and North America,
and employs around 20,000 people.

Ardagh is a privately held company owned and controlled by Paul
Coulson, the former chairman and CEO of the group. In 2023, Ardagh
generated $9.4 billion of revenue and $1.2 billion of EBITDA.
Ardagh Metal Packaging, the group's 76%-owned metal packaging
subsidiary, is listed on the NYSE.

GARFUNKELUX HOLDCO: Moody's Cuts CFR to B3, On Review for Downgrade
-------------------------------------------------------------------
Moody's Ratings has downgraded Garfunkelux Holdco 2 S.A.'s
("Garfunkelux") corporate family rating to B3 from B2 and
Garfunkelux Holdco 3 S.A.'s senior secured debt ratings to B3 from
B2. Moody's has also placed the ratings on review for further
downgrade. Previously the outlook on both entities was stable.

RATINGS RATIONALE

The rating action reflects Moody's view of the challenges to
Garfunkelux's creditworthiness in light of the concentration of
Garfunkelux's debt maturities in 2025. These will likely be
refinanced at far higher interest rates than the current levels it
pays, particularly on its secured bonds, which will pressure its
interest coverage and inhibit the company's efforts to restore
profitability after several loss-making periods. These pressures
are captured by the downgrade of Garfunkelux's CFR to B3 from B2.

Garfunkelux's leverage and interest coverage have improved recently
driven by cash flow coming from portfolio purchases and its plans
for purchasing levels to be more closely aligned to its estimated
remaining collections replacement rate over the next 12-18 months.
Despite its debt leverage having come down over the last two years,
refinancing at higher rates will continue to pressure its
creditworthiness. Moody's also recognizes that Garfunkelux has
undertaken off balance sheet securitizations which have provided
cash flow benefits that may not be recurring, as well as some asset
sales.

During the review period, Moody's will assess Garfunkelux's efforts
to refinance and/or restructure its 2025 debt maturities,
particularly the GBP1.1bn equivalent of secured due in November
2025 as well as its revolving credit facility. Under the rating
agency's view, the company will need to have a refinancing
completed or a credible plan put in place at least 12 months before
the debts mature. Importantly, the refinancing plan would need to
incur no undue losses to bondholders nor fall into the rating
agency's understanding that it is done to avoid default. The review
period will also monitor any additional off balance sheet
securitization and asset sale activities. Moody's notes that a
large scale asset sale to shore up liquidity could weigh on future
profitability and pressure the company's ratings further down.

Garfunkelux Holdco 3 S.A.'s senior secured debt ratings of B3
reflect the priorities of claims in the company's liability
structure.

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

Garfunkelux's CFR would be downgraded further if the company fails
to refinance or formulate a refinancing plan for upcoming debt
maturities over the review period. A financial performance
deterioration, leading to an increase in leverage and a reduction
in interest coverage, and to weaker-than expected cash flows could
also lead to a downgrade. Garfunkelux's CFR could be downgraded by
more than one notch if Moody's considers that the ability to
refinance upcoming debt becomes materially reduced leading to a
higher probability of potential losses for bondholders, or if any
refinancing is done at interest rates that pressure the firm's
profitability and interest coverage.

The senior secured debt ratings could be downgraded because of 1) a
downgrade of Garfunkelux's CFR or 2) changes to the liability
structure that would increase the amount of debt considered senior
to the notes or reduce the amount of debt considered junior to the
notes.

Given the review for downgrade, there is currently no upward rating
pressure on Garfunkelux's ratings.  

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.

KLEOPATRA HOLDINGS: S&P Alters Outlook to Neg, Affirms 'B-' LT ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook to negative from stable and
affirmed its 'B-' long-term issuer credit rating on Kleopatra
Holdings 2 (KH2). S&P also affirmed the issue ratings on the senior
secured and senior unsecured facilities at 'B-' and 'CCC',
respectively.

The negative outlook reflects that, absent positive developments
over the coming quarters, KH2'scapital structure could become
unsustainable and prompt a downgrade.

KH2's upcoming maturities and recent performance present elevated
refinancing risk. About 85% of the company's total debt (EUR1.7
billion) will mature in February and March 2026 and another 15%
(EUR0.3 billion) in September 2026. S&P said, "We assume that any
effort KH2 makes to refinance the upcoming maturities in due course
could be hampered by the group's weak operating performance--both
historic and anticipated--and high debt quantum. This risk is
compounded by the unfavorable interest rate environment and the
potential volatility in debt capital markets. Absent positive
developments over the coming quarters, KH2's capital structure
could become unsustainable, in our view, potentially leading to a
downgrade to the 'CCC' category."

KH2's credit metrics at the end of 2023 were weaker than expected
due to lower demand and higher exceptional costs. These stemmed
from last year's weak industry conditions and high exceptional
costs of about EUR81 million. Exceptional costs included
restructuring costs and non-cash exceptional items related to the
closure of the Bescow facility in Germany, energy hedges, and the
sale of a Russian facility. As a result, KH2 generated S&P Global
Ratings-adjusted EBITDA of EUR159 million, versus EUR234 million in
2022. That said, working capital inflows of EUR43 million (given
the lower volumes), teamed with reductions in inventory and capital
expenditure (capex) to EUR58 million, yielded S&P adjusted free
operating cash flow (FOCF) of EUR30 million, versus negative EUR28
million in 2022.

S&P said, "We expect negative FOCF for 2024 to cramp KH2's debt
repayment ability. Under our revised base case for this year, we
expect S&P Global Ratings-adjusted EBITDA of EUR220 million-EUR240
million on the back of some recovery in demand, favorable changes
in the product mix, and lower exceptional costs. This will
translate into an adjusted EBITDA margin of 10.0%-11.0% (8.3% in
2023). FOCF, however, will turn negative again in 2024, dropping to
negative EUR20 million-EUR0 million as adjusted by S&P Global
Ratings, as capex normalizes at around EUR75 million and working
capital needs increase with the recovery, albeit limited, in
volumes.

"KH2's restructuring efforts should help establish structurally
higher profitability after 2024:The company undertook a
comprehensive restructuring program paired with strategic growth
initiatives, repositing the company towards higher margin product
lines (i.e. medical and pharma products) and expanding its PET
business in North America. These initiatives already contributed
EBITDA of about EUR41 million in 2023. We also expect a material
reduction in exceptional and restructuring costs (about EUR25
million for 2024). These developments are unlikely to materially
boost KH2's overall operating performance until 2025.

The negative outlook reflects the refinancing risk KH2 faces
regarding its 2026 debt maturities, due to the company's high
leverage, track record of negative FOCF, and the current market
environment. In our view, absent positive developments over the
coming quarters, the capital structure could become unsustainable
and prompt a downgrade to the 'CCC' category."

Downside scenario

S&P could lower its rating on KH2 to the 'CCC' category over the
next six to 12 months if:

-- KH2 seems unable to refinance its upcoming debt maturities over
the next quarters, increasing the likelihood of a debt
restructuring; and

-- Liquidity deteriorated due to weaker profitability or FOCF.

Upside scenario

S&P could revise its outlook to stable if:

-- The group successfully refinances its term loans; and

-- S&P expects a recovery in EBITDA margins to historical levels,
resulting in a material improvement in FOCF.


OPPORTUNITE LUXEMBOURG: Enters Deferred Payment Procedure
---------------------------------------------------------
By order of March 28, 2024, the District of Luxembourg, 6th
Chamber, having sat in commercial matters, admitted to the benefit
of the deferred payment procedure as provided for in Part II, Title
II, of the amended law of December 18, 2015, relating to measures
for the resolution, reorganization and liquidation of credit
institutions and certain investment firms and to deposit guarantee
and investor compensation schemes, the public limited company
Opportunite Luxembourg s.a., established and having its registered
office at 28, bouelvard Grande-Duchesse Charlotte, L-1330
Luxembourg.

The duration of the suspension of payment is set to six months.

The Court has appointed Maitre Yann Baden as administrator of these
proceedings.

The order may be appealed within 15 days of notification of the
order by the Court's clerk.




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

LOARRE INVESTMENTS: Fitch Affirms 'BB' Rating on Sr. Secured Notes
------------------------------------------------------------------
Fitch Ratings has affirmed Loarre Investments S.a r.l.'s EUR850
million senior secured notes at 'BB'. The Outlook is Stable.

RATING RATIONALE

The rating reflects Loarre's stable revenue under its silent
partnership agreement with LaLiga, the second most followed
football league in the world, but is weighed down by loose
debt-structure features and high leverage.

Loarre's underlying cashflow is generated from LaLiga, the most
popular sports league in Spain, underpinned by long-term visibility
of both domestic media TV contracts running until the financial
year to June 2027, and international contracts that are
well-diversified and with potential growth. LaLiga has some of the
world's most renowned clubs and players, with a strong on-pitch
performance, which has fostered a dedicated and stable fan base.

KEY RATING DRIVERS

Revenue Risk, League Business Model: 'Midrange'

- Solid Fan Support; Soft Salary Cap

LaLiga has a long history of strong fan support underpinned by its
promotion/relegation structure. It is one of the most followed
football leagues in the world, with some of the most successful and
popular clubs. This strong fan base facilitates the sale of the TV
rights both domestically and internationally. Unlike other European
football leagues, it has a soft salary cap, although this is
related to each club's budget, creating a large disparity in the
level of caps, especially given the domination of two high-profile
clubs. Despite this, the measures have increased clubs' financial
sustainability and the league's overall competitiveness.

National Television and Other League Revenue: 'Strong'

- High Visibility of Revenue

LaLiga has contracted most of domestic TV rights until FY27,
creating high visibility on the majority of its revenue. Overall,
Fitch expects the share of contracted revenue to be above 80% for
the next two seasons before falling to about 65% in the 2026-2027
season. LaLiga is a top-tier sport asset, particularly to the main
broadcasters in Spain. Internationally, the strong on-pitch
performance of its clubs and the historical attraction of star
players have fostered a strong global fan base, second only to the
English Premier League.

League Initiatives and Growth Prospects: 'Midrange'

- Moderate-to-Low Growth Prospects

Football is the undisputable leading sport in Spain, but Fitch only
sees moderate growth potential in the domestic market due to its
already strong position. Nonetheless, there are broader growth
opportunities internationally as a result of the widespread
commercial presence of LaLiga. This should allow LaLiga to further
develop its fan base and manage relationships with international
broadcasters.

Debt Structure: 'Weaker'

- Concentrated Bullet, Loose Covenants

The debt structure comprises senior fixed- and floating-rate notes
with bullet maturity in 2029 and a super senior revolving credit
facility (RCF). The concentrated bullet maturity leads to
heightened refinancing risk near maturity while a weak covenant
package allows additional debt to be raised while leverage is below
6x.

Debt service is supported by a six-month interest-funded debt
service reserve account and a EUR40 million RCF, both of which
provide good liquidity to support interest payment, but do not
reduce the refinancing risk. Many covenants will be waived if the
debt's rating is upgraded to investment-grade.

Legal Risks

Legal risks have diminished following the recent ruling by the
First Instance Court of Madrid, which confirmed the legal validity
of LaLiga's internal approval of Loarre's transaction. However,
some legal risks remain as the judgment has been appealed, a
process that could extend over several years. Fitch may reassess
debt capacity if legal risks are successfully resolved in favour of
the transaction, with no further possibility of appeal.

Fitch views several layers of protection available to noteholders.
Firstly, on review of legal opinions prepared by transaction
counsel, it is its understanding that LaLiga has full capacity to
enter into the transaction documents and that the litigation
outlined above should be dismissed, either by the Courts of First
Appeal or by the higher courts. After a series of favourable legal
developments over the last two years, the most recent court ruling
has confirmed this view.

Secondly, in case of an adverse court outcome declaring any of the
investment documents null and void or if there is a change in
regulation affecting LaLiga, the nullity agreement entered into by
Loarre and LaLiga structures an orderly wind down of the
transaction.

Thirdly, in the unlikely case that the nullity agreement is also
declared null and void due to an adverse court ruling, Fitch
understands from the legal counsel that the general provisions of
the Spanish Civil Code will apply and that both sides will be
required to immediately return to the other the balance resulting
from offsetting the amounts paid by each of them, plus the legal
interest applied. In the event of a delay to this repayment, Fitch
sees sufficient liquidity to cover about 18 months of interest, and
incentives for CVC to support debt obligations in the short term,
given the share pledge to lenders and the significant equity CVC
has in the investment.

For more information see: "Loarre Investments' Legal Risks Ease
After Court Ruling" published 12 March 2024.

Financial Profile

Under the Fitch rating case (FRC), Fitch expects net debt/EBITDA to
average 5.1x for FY24-FY29.

PEER GROUP

Loarre differs from all other league ratings through the
involvement of a private equity-owned special-purpose vehicle,
which is the ultimate issuer of its debt. This creates some
structural weaknesses compared with peers'.

Compared with the National Football League's (NFL) wide funding
programme (Football Funding II LLC, A/Stable), Loarre has weaker
KRD assessments due to the structural and governance strengths of
the NFL, whose leverage is also significantly lower at below 2x,
compared with above 5x at Loarre. It can also be compared with club
ratings, such as Inter Media and Communication S.p.A. (B+/Stable),
which has significantly higher operational and sporting risk than
Loarre given the former's franchise nature.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

- Failure to deleverage below 6x on a sustained basis under the
FRC

- Adverse outcome of litigation against the transaction resulting
in significant uncertainty over Loarre's ability to service debt
obligations

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

- Reduction of net debt/EBITDA to below 4x on a sustained basis
under the FRC

TRANSACTION SUMMARY

CVC is investing around EUR2 billion in LaLiga in exchange for
around 8.2% of LaLiga's broadcasting audiovisual revenue and other
minor commercial activities for 50 years. The monies are being
on-lent to participating clubs and used for growth investments (at
least 70%), repayment of debt (no more than 15%) and budget related
to players (no more than 15%), under the project framework of
LaLiga Impulso (Boost LaLiga).

CVC's equity contribution amounts to EUR1.2 billion and the senior
secured notes raised amount to EUR822.5 million.

LaLiga is a Spanish Association formed by 42 football clubs that
comprise the top two football categories in Spain (Primera
División, or LaLiga Santander, and Segunda División, or LaLiga
Smartbank). LaLiga is responsible for organising such competitions,
negotiating and commercialising the audiovisual rights of LaLiga as
a single product (both nationally and internationally), and
managing other non-broadcasting revenue. LaLiga is mandated by law
to manage the audiovisual rights, but it does not own them as they
belong to the clubs. To date, 42 out of 46 clubs have adhered to
the plan.

CREDIT UPDATE

Loarre's net leverage expected for FY24 will be in line with its
FRC, at about 5.5x. Loarre's business plan has been revised down
due to the underperformance of domestic bars and restaurants
channel, where the ramp-up is taking longer than expected, China,
whose broadcaster has not been able to fulfil its contract, and
MENA market, where lower growth is expected in the upcoming cycle
of broadcasting rights. However, this has been balanced with a good
renewal rate in other international markets, and some cost savings.
Loarre's investments in LaLiga are proceeding as planned, with one
pending instalments in June 2024.

FINANCIAL ANALYSIS

The FRC applied a stress of 10% to Loarre's management assumptions
in the estimated renewal price in both domestic media contracts by
FY28, and international contracts by FY25. Fitch also applied a 10%
stress to the cost base, reflecting higher uncertainty developing
own content and production. The leverage profile remains solid,
averaging 5.1x across FY24-FY29.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt                 Rating        Prior
   -----------                 ------        -----
Loarre Investments
S.a r.l.

   Loarre Investments
   S.a r.l./Project
   Revenues - Senior
   Secured Debt/1 LT       LT BB  Affirmed   BB

VIA CELERE: S&P Affirms 'B' Rating, Outlook Stable
--------------------------------------------------
S&P Global Ratings affirmed our 'B' rating on Spain-based Via
Celere Desarrollos Inmobiliarios S.A.U. (Via Celere). At the same
time, S&P affirmed its 'B+' issue rating, with a recovery rating of
'2' (rounded recovery estimate: 85%), on Via Celere's outstanding
senior secured notes of approximately EUR265 million.

The stable outlook reflects S&P's view that solid pre-sales level
and continual demand for Via Celere's flats in Spain's main
metropolitan areas--where the majority of Via Celere's projects are
located--should continue to bolster the company's revenue.

S&P said, "We project that Via Celere will see its credit metrics
rebound in 2024, restoring its S&P Global Ratings-adjusted EBITDA
interest coverage ratio to above our downside threshold. We expect
the company's S&P Global Ratings-adjusted EBITDA coverage ratio to
improve to above 2.0x and gross debt to EBITDA to decline to about
5.5x-6.0x in 2024 on the back of a higher proportion of BTS units
in the product mix and high visibility on deliveries. We understand
that the decline in EBITDA in 2023 was temporary and caused by the
higher proportion of BTR units delivered (1,030 compared with 1,001
BTS units), which are only 55% monetized as per the joint venture
agreement with Greystar, rather than by subdued market demand for
the company's products.

"We expect Via Celere to deliver 1,100-1,300 BTS units in 2024 and
about 1,500 units in 2025, as well as 750 BTR units in 2024 and 150
units in 2025. Given the already secured BTS presales as of
year-end 2023 (91%, 70%, and 40% of 2024, 2025, and 2026
deliveries, respectively), we expect Via Celere to be able to
commercialize its remaining unsold units to be delivered over the
next 12 months. Additionally, 559 BTR units have already been
delivered as of end-March 2024, and an additional 177 units are
expected to be delivered in the second quarter of the year. We
therefore expect Via Celere's revenue to increase to EUR480
million-EUR500 million and its EBITDA to EUR75 million-EUR85
million in 2024, restoring headroom under current downside
thresholds.


"We expect positive free operating cash flow (FOCF) generation in
2024 underpinned by significant deliveries and limited working
capital needs. We anticipate that Via Celere will generate S&P
Global Ratings-adjusted FOCF of about EUR60 million-EUR70 million,
which translates into a FOCF to debt of about 15%-16%, supported by
significant planned deliveries and limited working capital swings.
The company's current landbank, located mainly in the metropolitan
belts of large Spanish cities (predominantly Madrid, Málaga,
Barcelona, Seville, and Valencia) represent buildability for around
15,000 units including the current BTR and BTR under construction,
limiting the need for short-term land acquisitions. We understand
that the stable FOCF generation should limit risks related to
temporary swings in the company's operating performance due to
changes in the product mix.

"In our view, the structural undersupply in the Spanish home market
will support demand despite cooling economic growth. Although
tightening credit conditions and current economic uncertainty will
weigh on price growth, we do not expect large price corrections on
new-build units given the persistent supply and demand imbalances
for housing in the regions where Via Celere is present. While
higher interest rates have hindered affordability, lower household
indebtedness coupled with resilient employment levels and economic
performance should partially dampen the current market headwinds.
We believe that further material increases of the mortgage rate are
less likely, which should improve homebuyers' confidence. In our
view, the Spanish home market remains supportive, given the current
structural undersupply, and limited prospects of increasing supply
in the short term. We understand that given the increasing social
pressure, the Spanish government is consulting developers and
social housing actors on potential support measures to alleviate
the current market undersupply.

"Via Celere's liquidity is adequate, supported by a robust cash
position and available RCF and given the lack of near-term
maturities. As of end of December 2023, the company's available
cash amounted to about EUR198 million, supported by stable FOCF
generation and limited investment needs. Additionally, the company
has access to a EUR30 million revolving credit facility (RCF)
maturing in October 2025, which remains fully undrawn. Via Celere
distributed EUR35 million in dividends in March 2024. The covenants
in the debt documentation limit the amount of dividends that could
be paid any given year, and we understand the company does not plan
a significant distribution in 2024. Moreover, the company does not
face major debt maturities until 2026, when the outstanding EUR265
million senior secured notes will come due.

"The stable outlook reflects our view that Via Celere's solid
pre-sales level and continual demand for its flats in Spain's main
metropolitan areas--where the majority of Via Celere's projects are
located--should continue to bolster its revenue, despite the
expected economic slowdown.

"We forecast that the company will maintain S&P Global
Ratings-adjusted EBITDA coverage of 2.0x-2.2x over the next 12
months, with S&P Global Ratings-adjusted gross debt to EBITDA
remaining high at 5x-6x (excluding approximately EUR5 million-EUR10
million of impairment reversals). Our base-case scenario also
factors in Via Celere's limited working capital needs supported by
its sizable land bank, resulting in good FOCF coverage, with FOCF
to debt of 15%-20%."

Downside scenario

S&P could lower the rating if operating performance deteriorated,
for example, owing to a worsening market downturn with a
significant decline in demand for Via Celere's assets, or an
unexpected increase in construction costs. These scenarios might
translate to weakened financial ratios, such as:

-- EBITDA interest coverage remaining below 2x;

-- Debt to EBITDA (excluding any impairment reversals) deviating
materially from S&P's base-case scenario; or

-- FOCF to debt declining to 5% or less.

Upside scenario

S&P said, "We are unlikely to upgrade Via Celere. However, a
positive rating action could follow if the company's credit metrics
move more in line with a higher financial risk assessment, and we
believe that the risk of taking on further leverage is low based on
its financial policy and our view of the owner's financial risk
appetite."

Environmental, Social, And Governance

Governance factors are also a moderately negative consideration.
Ownership by Värde Partners, a global alternative investor, which
holds 76% of the share capital, heightens the risk that a
less-prudent financial policy is adopted that turns toward more
aggressive leverage or redeployment of sales proceeds, for example.
S&P views financial sponsor-owned companies with highly leveraged
financial risk profiles as demonstrating corporate decision-making
that prioritizes the interests of the controlling owners. This also
reflects the generally finite holding periods and a focus on
maximizing shareholder returns.

S&P said, "Environmental factors are a negative consideration in
our credit rating analysis of Via Celere. This is mainly because
increasing industry-wide requirements to comply with environmental
regulations, such as restrictions on land usage and carbon
emissions, could weigh on margins. Via Celere was the first
residential developer in Europe to issue a green bond to finance
the construction of energy-efficient residential buildings in
response to increasing demand for sustainable housing solutions.
Lastly, we see social factors as having a neutral consideration in
our credit rating analysis."




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

MATTERHORN TELECOM: Moody's Affirms 'B2' CFR, Outlook Now Pos.
--------------------------------------------------------------
Moody's Ratings has affirmed the B2 corporate family rating and the
B2-PD probability of default rating of Matterhorn Telecom Holding
SA ("Salt" or "the company"). Concurrently, Moody's has also
affirmed the B2 instrument ratings on the backed senior secured
notes, the senior secured revolving credit facility and the senior
secured term loan B issued by Matterhorn Telecom SA. The outlook
has been changed to positive from stable for both entities.

"The change in outlook to positive largely reflects Moody's
expectation that Moody's-adjusted leverage will trend towards 5x
through 2025 on the back of good operating performance. Free cash
flow before dividends will also remain solid in spite of potential
pressures coming from interest and tax" says Luigi Bucci, a Moody's
Assistant Vice President-Analyst and lead analyst for Salt.

"The rating action also reflects Moody's expectation that Salt's
financial policy has become more predictable with shareholder
distributions in the CHF150-180 million range and no reliance on
dividend recapitalizations. However, overall shareholder
remuneration levels remain in any case very high" adds Mr Bucci.

RATINGS RATIONALE

The B2 CFR of Salt is supported by the company's: (1) position as a
market challenger and the third-largest telecom operator in
Switzerland; (2) exposure to the positive dynamics in the Swiss
telecom market, including customers' focus on quality rather than
on price; (3) continued strong growth of the broadband segment,
particularly in the context of an increasing fibre footprint; and
(4) adequate liquidity, supported by a large cash balance and good
underlying free cash flow (FCF) before dividends.

The rating also takes into consideration the company's: (1)  still
high Moody's-adjusted leverage of 5.5x as of December 2023 (or 5.3x
when excluding the pre-funding of the 2024 debt maturities); (2)
high shareholder distribution, which diminishes the company's
Moody's-adjusted retained cash flow (RCF)/net debt; (3) modest size
and still-high concentration in the mobile segment; and (4) Moody's
expectation of a slow-down in EBITDA growth over 2024, because of
inflation and heightened commercial costs, before a return to solid
growth in 2025.

The rating agency estimates Moody's-adjusted leverage to stand at
5.3x and 5.2x in 2024 and 2025, respectively. Modest leverage
reduction will be largely driven by EBITDA growth over the period
as well as  the repayment of the 2024 debt maturity, already
pre-funded. Current forecasts are more favorable than Moody's prior
expectations due to stronger-than-anticipated EBITDA growth in
2023, which has led to quicker debt reduction.

Moody's forecasts that Salt will continue to generate positive FCF
before dividends through 2025. While EBITDA growth will continue to
support FCF over the same period, the rating agency estimates
capital spending as a percentage of sales to remain steady at
around 20%-21% (2023: 19%). Moody's also forecasts  an increase in
interest paid -on the back of the refinancing of the 2026 debt
maturity- and tax, which will more than offset the positive impact
of EBITDA improvement on cash flow generation.

Moody's continues to forecast that all the excess cash flow will be
distributed to shareholders. The rating agency's current assessment
assumes that Salt's dividend payout will remain in the CHF150
million-CHF180 million range. Overall amounts will largely depend
on the future FCF generation of the company and the rates the
company will ultimately obtain to refinance its 2026 maturities. No
dividend recapitalization or shareholder distribution above these
levels is currently incorporated in Moody's forecasts. The rating
agency estimates Moody's-adjusted RCF/net debt will be around 8%-9%
in 2024 and 2025 (2023: 8.9%).

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Salt's CIS-4 indicates that ESG considerations are material for the
rating. This largely reflects governance risks that are high
stemming from the company's concentrated shareholding structure
with NJJ Capital having a majority representation on the company's
board of directors as well as a financial policy characterized by
tolerance for leverage and a track-record of high shareholder
remunerations.

LIQUIDITY

Salt has an adequate liquidity, supported by a cash balance of
CHF386 million as of December 2023 (CHF236 million pro forma for
dividend distribution of CHF150 million in Q1 2024), access to a
fully undrawn CHF60 million revolving credit facility due 2024 and
positive FCF generation before dividends. Moody's expects the
revolving credit facility to be renewed ahead of maturity.

The next debt maturity for Salt is due in September 2024 when the
EUR250 million senior secured notes are due. The maturity has
already been pre-funded through two debt issuances in July 2023 and
January 2024. Most of the capital structure will then mature in
2026 when approximately CHF1.1 billion equivalent of debt will come
due. Moody's expects the refinancing of these maturities to be
opportunistic and to take place within the next 12-18 months.

STRUCTURAL CONSIDERATIONS

Salt's B2-PD PDR reflects Moody's assumption of a 50% family
recovery rate typically used in structures including a mix of bank
debt and bonds. The senior secured term loan B, the revolving
credit facility and the senior secured notes rank pari passu, and
share the same guarantee and security package, the latter
comprising share pledges, bank accounts and intercompany
receivables. The B2 instrument rating on these facilities, at the
same level as the CFR, thus reflects the absence of any liabilities
ranking ahead or behind.

RATIONALE FOR POSITIVE OUTLOOK

The positive rating outlook reflects the rating agency's
expectation that the company will continue report good operating
performance on the back of growth in postpaid mobile, B2B and
broadband. This should lead to Moody's-adjusted leverage decreasing
towards 5x by 2025 and sustainably positive FCF, before dividends.

The positive outlook also incorporates Moody's expectation that
there will be no significant change in the company's shareholder
remuneration policy (annual payout of CHF150 million-CHF180 million
with no use of dividend recapitalizations) as well as a timely
refinancing of Salt's 2026 debt maturities.

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

Upward pressure on Salt's rating could develop if the company's:
(1) operating performance continues to improve, including through
sustained revenue growth supported by subscriber net adds and/or
improving average revenue per user (ARPU); (2) Moody's-adjusted
debt/EBITDA decreases towards 5.0x on a sustained basis; (3)
financial policy becomes more prudent and predictable; and (4)
liquidity remains adequate.

Downward pressure could be exerted on the rating if the company's:
(1) operating performance deteriorates; (2) financial policy
becomes more aggressive, as demonstrated by annual shareholder
distributions in excess of current expectations; (3)
Moody's-adjusted debt/EBITDA is maintained at above 6.0x; or (4)
liquidity weakens.

The principal methodology used in these ratings was
Telecommunications Service Providers published in November 2023.

COMPANY PROFILE

Headquartered in Renens (Switzerland), Salt is the third-largest
telecom operator in Switzerland. Salt has been an integrated
operator since 2018 when it launched its broadband offering. In
2023, the company generated revenue and company-adjusted EBITDA
(including the impact of IFRS 15 and IFRS 16) of CHF1,117 million
and CHF577 million, respectively. The company is owned by NJJ
Capital, Xavier Niel's private holding company.



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

CO-OPERATIVE BANK: Fitch Puts 'BB+' LongTerm IDR on Watch Pos.
--------------------------------------------------------------
Fitch Ratings has placed The Co-operative Bank p.l.c.'s Long- and
Short-Term Issuer Default Ratings (IDRs) on Rating Watch Positive
(RWP).

The rating actions follow the announcement by Coventry Building
Society (Coventry) that they have agreed to non-binding terms of a
cash-financed acquisition of the Co-operative Bank. The RWP
reflects Fitch's view that the acquisition by Coventry will result
in the Co-operative Bank benefitting from a high likelihood of
support from its new, higher-rated owner. Fitch will reflect this
likelihood of support by assigning a Shareholder Support Rating
(SSR) to the Co-operative Bank once the transaction is completed.

Fitch will resolve the RWP on completion of the transaction,
subject to customary closing and relevant regulatory conditions
being met. The resolution of the RWP could take longer than six
months, due to the time of completion, which is more than Fitch's
normal Rating Watch resolution horizon.

Fitch does not expect the acquisition to have an immediate
significant impact on the standalone credit profile of the
Co-operative Bank. Therefore, the Viability Rating (VR) is
unaffected by today's rating actions. This is because Coventry will
operate the Co-operative Bank as a separate business and integrate
it gradually over several years.

KEY RATING DRIVERS

Shareholder Support to Become Likely: Fitch expects to assign an
SSR to the Co-operative Bank once the deal is finalised to reflect
its view of potential shareholder support. This reflects its view
that the Co-operative Bank will become strategically important to
Coventry as it will offer scale and business diversification
benefits to Coventry in its core market. Once assigned, Fitch
expects the SSR to be one notch below Coventry's Long-Term IDR. The
one notch difference will reflect the Co-operative Bank's strategic
role within the Coventry group, its large size relative to
Coventry's, and that the integration process will be gradual over
several years.

Integration Risks: The acquisition would involve material execution
risks, particularly given the Co-operative Bank's large size and
the need to restructure Minimum Requirement for own funds and
eligible liabilities (MREL) debt at the Co-operative Bank, although
Coventry plans a conservative and gradual integration process.
Major cost savings and synergies are not expected in the first few
years following completion.

Short-Term IDR: The Co-operative Bank's Short-Term IDR has been
placed on RWP to reflect that an upgrade of the Long-Term IDR above
the 'BB' range would result in an upgrade of the Short-Term IDR.

Government Support: Fitch expects to withdraw the Co-operative
Bank's Government Support Rating (GSR) upon completion of the
transaction, because Fitch expects Coventry to become the primary
source of support. Fitch does not believe the acquisition will
affect the GSR (which is primarily driven by the UK's resolution
legislation), which is therefore unaffected by this rating action.

RATING SENSITIVITIES

Factors that Could, Individually or Collectively, Lead to Negative
Rating Action/Downgrade

The Co-operative Bank's ratings would be removed from Rating Watch
if the announced acquisition plan is terminated.

Until the completion of the acquisition, the IDRs will remain
sensitive to a downgrade of the VR.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Fitch expects to resolve the Rating Watch and upgrade the Long-Term
IDR to one notch below Coventry's Long-Term IDR on completion of
the acquisition. This would trigger an upgrade of the Short-Term
IDR.

Prior to the completion of the acquisition, the Co-operative Bank's
IDRs remain sensitive to an upgrade of the VR.

VR ADJUSTMENTS

The VR of 'bb' is below the 'bbb-' implied VR due to the following
adjustment reason: business profile (negative).

The business profile score of 'bb' is below the 'bbb' category
implied score due to the following adjustment reasons: business
model (negative), market position (negative).

The asset quality score of 'bbb+' is below the 'aa' category
implied score due to the following adjustment reason:
concentrations (negative).

The capitalisation and leverage score of 'bb+' is below the 'aa'
category implied score due to the following adjustment reason:
leverage and risk-weight calculation (negative).

The funding and liquidity score of 'bb+' is below the 'a' category
implied score due to the following adjustment reason: non-deposit
funding (negative).

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

The RWP on the Co-operative Bank reflect its view that its ratings
will benefit from support from Coventry.

ESG CONSIDERATIONS

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.

   Entity/Debt             Rating                 Prior
   -----------             ------                 -----
The Co-operative
Bank p.l.c.          LT IDR BB+ Rating Watch On   BB+
                     ST IDR B   Rating Watch On   B

CUPRAL GROUP: Bought Out of Administration, 37 Jobs Saved
---------------------------------------------------------
Business Sale reports that Cupral Group Limited, a metal recycling
business based in Middlesbrough, has been acquired out of
administration.

According to Business Sale, the deal has saved all 37 jobs at the
company, which operates a recycling plant at Middlesbrough's Tees
Advanced Manufacturing Park.

The firm, which was owned by Hong Kong-based investment company PT
International Development Corporation Limited, fell into
administration earlier this month, appointing FRP Advisory to
oversee the process, Business Sale relates.

According to Business Sale, in its accounts for 2023, PT
International Development said that Cupral had been impacted by
rising energy costs in the wake of the war in Ukraine.  PT said
that the firm had undertaken cost-cutting as it sought to boost
efficiencies at the recycling plant and that it was working to find
alternative finance, Business Sale notes.  In Cupral's accounts for
the year to the end of March 2023, the company's net current
liabilities amounted to GBP7.2 million, Business Sale discloses.

Following their appointment, FRP Advisory ran an accelerated M&A
process that ultimately secured a successful sale of the company's
business and assets to an unnamed, unconnected metal recycling
business, Business Sale recounts.


GREEN CREATE: Goes Into Administration
--------------------------------------
Business Sale reports that Green Create W2V Kent Limited, a
waste-to-value plant in Kent that produced methane-rich biogas
through the biological conversion of poultry manure, fell into
administration earlier this month, appointing Geoffrey Rowley and
Philip Armstrong of FRP Advisory as joint administrators.

According to Business Sale, in the company's reports for the year
to June 30 2022, it reported revenue of GBP521,370 and fell to an
operating loss of more than GBP2 million, compared to a GBP182,367
loss a year earlier.  At the time, the company's total equity stood
at GBP24.8 million, Business Sale discloses.


LOVE NURSING: Falls Into Administration, Owes GBP312,810
--------------------------------------------------------
Business Sale reports that Love Nursing Limited, a bespoke care
agency based in Liverpool, fell into administration last week, with
John Fisher of Parkin S Booth appointed as the company's
administrator.

According to Business Sale, in the company's accounts for the year
ending February 27, 2023, its total assets were valued at around
GBP655,000, but creditors were owed close to GBP968,000 at the
time, with total liabilities amounting to GBP312,810.



LOWTON MOTOR: Enters Administration, Owes Creditors GBP8.5 Mil.
---------------------------------------------------------------
Business Sale reports that Lowton Motor Company Limited, a used car
sales firm based in Warrington, fell into administration last week,
appointing James Fish and Craig Johns of Cowgills Limited as joint
administrators.

According to Business Sale, in the company's accounts for the year
to April 30, 2023, its total assets were valued at more than GBP10
million, but the firm owed creditors around GBP8.5 million, with
net assets amounting to GBP1.63 million.


MATCHESFASHION: Luxury Brands Among Unsecured Creditors
-------------------------------------------------------
Laura Onita and Adrianne Klasa at The Financial Times report that
Burberry, Gucci, Bottega Veneta and Prada are among the creditors
owed GBP36 million after Matchesfashion collapsed, with hundreds of
suppliers likely to receive less than a penny in the pound.

According to the FT, the luxury brands are among more than 500
unsecured creditors to Matches, the ecommerce site bought by Mike
Ashley's Frasers group in December and which was placed in
administration last month.

They are unlikely to be paid back, the administrators at Teneo said
in a report this week; if they are the amount would be "very low 
.  .  . less than a penny in the pound", the FT relates.

"On present information, it is unlikely that sufficient funds will
be realised to enable a distribution to be made," according to
documents filed at Companies House.

Gucci was owed GBP553,338, Burberry GBP467,525, Bottega Veneta
GBP326,564 and Prada GBP281,069, among other established and
burgeoning luxury brands, the FT discloses.

However, the administrators said they expected to pay in full
almost GBP300,000 to employees and GBP1.2 million to HMRC, the FT
notes.  

Matches was bought by Frasers for GBP52 million in December, the FT
recounts.  When Matches when into administration, Frasers said that
it had "consistently missed its business plan targets and,
notwithstanding support from [Frasers], has continued to make
material losses", the FT notes.

After Frasers bought Matchesfashion, it quickly implemented several
strategic decisions that appeared to backfire, the FT relays.
Frasers did not pay about 200 brands, which in turn refused to send
new inventory, the FT states.  Under its new owner, Matches also
cut VIP perks and free shipping, and pushed brands for up to 30%
discounts in order to get paid, the FT relays.

Sales plummeted in January and February, the FT recounts.  The
discounting in particular irked brands, leading labels such as
Kering-owned Saint Laurent, LVMH's Loewe and The Row to cut ties,
the FT discloses.

Teneo, as cited by the FT, said that since it was appointed, it had
received 11 offers for parts of the business, and that it was now
negotiating with prospective suitors "to achieve the optimum
outcome" for stakeholders.

The administrators slashed 264 jobs on appointment, retained 265
and more than a dozen have resigned since then, the FT relays.
Staff were also forced to vacate its offices in London last month
while the administrators have sold off the furniture, the FT
recounts.

For many smaller brands stocked by Matches, the collapse of the
business has been a blow. Matches has owed Alighieri, an
independent London-based jewellery brand, about GBP70,000 since
October, according to founder Rosh Mahtani, the FT notes.

Matches also still has Aligheri stock in its warehouse, which Mr.
Mahtani is now unlikely to recover, but which is continuing to be
sold on the ecommerce site, the FT discloses.


MOLOSSUS BTL 2024-1: S&P Assigns Prelim BB (sf) Rating to X Notes
-----------------------------------------------------------------
S&P Global Ratings has assigned preliminary credit ratings to
Molossus 2024-1 PLC's (Molossus 2024-1) class A notes and class
B-Dfrd to F-Dfrd and X-Dfrd interest deferrable notes. At closing,
Molossus 2024-1 will also issue unrated class G and Z notes and
unrated certificates.

Molossus 2024-1 is a static RMBS transaction that securitizes a
portfolio of buy-to-let mortgage loans secured on properties in the
U.K. The loans were originated by ColCap Financial UK Ltd. (ColCap
UK) and Molo Holdings No.1 Ltd. between 2019 and 2024.

ColCap UK is a wholly-owned subsidiary of ColCal Financial Overseas
Holdings Limited, which in turn is a wholly owned subsidiary of
ColCap Financial Ltd., a company incorporated in Australia.

At closing, the issuer will use the issuance proceeds to purchase
the full beneficial interest in the mortgage loans from the seller.
The issuer will grant security over all of its assets in favor of
the security trustee.

Credit enhancement for the rated notes will consist of
subordination from the closing date and the general reserve fund.

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

  Ratings
              PRELIM.
  CLASS       RATING     CLASS SIZE (% OF COLLATERAL)

  A           AAA (sf)      87.50

  B-Dfrd      AA (sf)        4.25

  C-Dfrd      A+ (sf)        3.10

  D-Dfrd      BBB+ (sf)      2.50

  E-Dfrd      BBB (sf)       1.00

  F-Dfrd      BB+ (sf)       0.90

  G           NR             0.75

  X-Dfrd      BB (sf)        1.00

  Z           NR             0.50

  Certs       NR              N/A

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


RS COOK: More Than 60 Former Employees Still Waiting for Payout
---------------------------------------------------------------
Ian Weinfass at Construction News reports that more than 60 former
employees of a collapsed contractor have waited more than five
years to be paid money they are owed.

According to Construction News, a new report, filed earlier this
month at Companies House by administrators at Begbies Traynor, said
that the ex-employees were still expected to be paid in full, but
the liquidators were "continuing to liaise" with the
government-backed Redundancy Payments Service (RPS) over their
claims.

Somerset-based groundworks and construction firm RS Cook & Sons
filed for administration in February 2019, owing the ex-workers
GBP72,000 in outstanding wages and holiday pay, Construction News
relates.

The RPS is operated by the Insolvency Service and covers the costs
of redundancy payments for former workers at companies that have
gone bust.

"There continues to be a number of disparities in the claim, and we
are liaising with the RPS to resolve/agree/reconcile the claims and
anticipate distributing the full dividend imminently," said the
latest administrators' report covering the year to January 2024.

There is a strict six-month time limit for individuals applying for
payments from the RPS. Data on the speed at which it pays out is
not published.

Unsecured creditors of RS Cook & Sons have submitted claims
totalling GBP2.7 million, Construction News discloses.  According
to Construction News, in a progress report in September 2019, those
companies were told to expect some dividend, but Begbies Traynor
said in the latest report that this amount was still uncertain.

"On the basis of realisations to date and the estimated dividend to
preferential creditors, we anticipate a small dividend being
available to unsecured creditors," Construction News quotes the
report as saying. "The timing and size of the dividend will depend
on any further claims being received and agreed."

The company moved from administration to liquidation in February
2020, but its affairs have still not been settled, Construction
News notes.

Accounts for the Insolvency Service show that it received 60,000
claims in the financial year 2022/23, up from 45,000 the year
before, Construction News relays.

It paid out GBP263.1 million in sums it was unable to recover from
assets in 2022/23, up slightly from GBP261.7 million in 2021/22,
Construction News states.

Secured creditor Barclays Bank was repaid GBP498,192 by the company
within the first year of the liquidation, following the sale of two
of its properties, Construction News discloses.

According to Construction News, Begbies Traynor said in a statement
of proposals in April 2019 that preferential creditors of the
company -- including the ex-employees -- would receive everything
they were owed.

At the same time unsecured creditors, including dozens of supply
chain companies, were told they could expect a dividend, although
their level of payout was uncertain, Construction News recounts.

RS Cook & Sons went under after experiencing financial difficulties
that were blamed on "underquoting at tendering stage" and "the
non-release of retentions on some of its larger contracts",
Construction News relates.

Directors also said the expansion of the geographical area in which
it operated had hit its margins, Construction News notes.


TOWD POINT 2024: Fitch Assigns 'Bsf' Final Rating to Class F Debt
-----------------------------------------------------------------
Fitch Ratings has assigned Towd Point Mortgage Funding 2024 -
Granite 6 PLC final ratings as detailed below.

   Entity/Debt                  Rating             Prior
   -----------                  ------             -----
Towd Point Mortgage
Funding 2024 –
Granite 6 PLC

   Class A1 XS2799791848    LT AAAsf  New Rating   AAA(EXP)sf
   Class B XS2799792226     LT AA-sf  New Rating   AA-(EXP)sf
   Class C XS2799792499     LT Asf    New Rating   A(EXP)sf
   Class D XS2799792655     LT BBBsf  New Rating   BBB(EXP)sf
   Class E XS2799792903     LT BB+sf  New Rating   BB+(EXP)sf
   Class F XS2799793034     LT Bsf    New Rating   B(EXP)sf
   Class XA1 XS2799793208   LT NRsf   New Rating   NR(EXP)sf
   Class XA2 XS2799793463   LT NRsf   New Rating   NR(EXP)sf
   Class Z XS2799969501     LT NRsf   New Rating   NR(EXP)sf

TRANSACTION SUMMARY

This transaction is a securitisation of owner-occupied (OO)
residential mortgage assets originated by Northern Rock and secured
against properties in England, Scotland and Wales. It also contains
a small proportion of unsecured loans (about GBP51.4 million)
linked to the mortgage product.

The assets were previously securitised in the Granite Master Trust
and in a number of the Towd Point Mortgage Funding (TPMF) series of
transactions, most recently TPMF - Granite 4 and 5. The seller is
Cerberus European Residential Holdings B.V., which is also the
provider of the representations and warranties, while Landmark
Mortgages Limited (previously Northern Rock) remains the legal
title holder.

KEY RATING DRIVERS

Seasoned Loans: The portfolio consists of seasoned OO mortgage
loans, and unsecured loans (3.5% by current balance), originated
predominantly between 2003 and 2008 (94.6%). It has benefitted from
considerable indexation with a weighted average (WA) indexed
current loan-to-value (CLTV) of 44.0%, leading to a WA sustainable
LTV (sLTV) of 55.1% on the mortgage loans.

The pool contains a fairly high proportion of interest-only (IO)
loans while a material proportion of the loans may have been
originated as fast-track loans. Nevertheless, Fitch views the
lending criteria of the originator at the time of origination to be
in line with prime market standards and therefore applied its prime
matrix assumptions.

Weaker Performance: In setting the originator adjustment, Fitch
considered the historical performance of the pool. Arrears and
default levels have historically been above those typical of prime
UK pools. This underperformance has increased significantly over
the last year as interest rates have risen with one month plus
(1m+) arrears on the total pool rising to 23.7%, as at March 2024.

The pool has also underperformed Fitch's Prime Index (see Asset
Analysis) on both an arrears and defaults basis and taking these
factors into consideration Fitch applied an originator adjustment
of 1.4x to foreclosure frequency (FF), in line with TPMF 2019 -
Granite 4.

Borrowers' Refinancing Challenges Remain: The pool's WA
debt-to-income of 36.2% suggests borrowers may have had reasonable
affordability at origination. However, 92.0% of the mortgage
borrowers are still on the standard variable rate (SVR), which
means refinancing is still an issue for many, especially given the
number of cheaper fixed-rate products available on the market. Over
the last year prepayment rates on the mortgage loans have averaged
24.8%, higher than the average since 2019 (16.7%). This partially
explains the deterioration in arrears performance over the last
year via increased adverse selection on the remaining pool.

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 the economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce credit enhancement
available to the notes.

In addition, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain notes' ratings
susceptible to negative rating action depending on the extent of
the decline in recoveries. Fitch found that a 15% weighted average
WAFF increase and a 15% WA recovery rate (RR) decrease would lead
to downgrades of up to two notches.

Factors that Could, Individually or Collectively, Lead to Positive
Rating Action/Upgrade

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing credit enhancement and,
potentially, upgrades. Fitch found that a decrease in the WAFF of
15% and an increase in the WARR of 15% would lead to upgrades -
except for the 'AAAsf' notes - of up to three categories.

CRITERIA VARIATION

Deviation from MIRs: Collateral performance may worsen and excess
spread is likely to be further depressed in light of the rise in
arrears. Furthermore, recovery rates lower than suggested by the
seasoning on the portfolio could persist due to adverse selection.
When assessing the modelled implied ratings (MIRs) against flooring
the WAFF at the level of the six-month plus arrears, increased
front-loading of defaults and reduced recoveries the MIRs were
broadly in line with the standard 15% WARR sensitivity reduction,
which drove its rating determination.

The final ratings are two to three notches below the MIRs for the
class B to F notes, which constitutes a criteria variation.

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

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by Delotitte LLP. The third-party due diligence described
in Form 15E focused on the validation of loan level data for the
pool compared with the loan level data in original loan files.
Fitch considered this information in its analysis and it did not
have an effect on Fitch's analysis or conclusions.

DATA ADEQUACY

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

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

ESG CONSIDERATIONS

Towd Point Mortgage Funding 2024 - Granite 6 PLC has an ESG
Relevance Score of '4' for Customer Welfare - Fair Messaging,
Privacy & Data Security due to a high proportion of interest-only
loans in legacy owner-occupied mortgages, which has a negative
impact on the credit profile, and is relevant to the ratings in
conjunction with other factors.

The highest level of ESG credit relevance is a score of '3', unless
otherwise disclosed in this section. A score of '3' means ESG
issues are credit-neutral or have only a minimal credit impact on
the entity, either due to their nature or the way in which they are
being managed by the entity. Fitch's ESG Relevance Scores are not
inputs in the rating process; they are an observation on the
relevance and materiality of ESG factors in the rating decision.


                           *********


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 2024.  All rights reserved.  ISSN 1529-2754.

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

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

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delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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                * * * End of Transmission * * *