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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

          Wednesday, May 29, 2024, Vol. 25, No. 108

                           Headlines



F R A N C E

ALTICE: Contributes Majority Stake in XpFibre to Subsidiary
RIVER GREEN 2020: DBRS Cuts Class D Notes Rating to B(high)


G E R M A N Y

SC GERMANY 2024-1: Moody's Assigns Ba2 Rating to EUR18MM F Notes


I R E L A N D

ADAGIO V CLO: Moody's Affirms B2 Rating on EUR10.5MM Cl. F-R Notes
SMALL BUSINESS 2024-1: Fitch Assigns 'BB+(EXP)sf' Rating on D Notes


I T A L Y

BRISCA SECURITIZATION: DBRS Cuts Rating on Class A Notes to CC
MAGGESE SRL: DBRS Cuts Rating on Class A Notes to CC
POP NPLS 2018: Moody's Cuts Rating on EUR426MM Class A Notes to B2


L U X E M B O U R G

LUX VELVET: Moody's Affirms 'B2' CFR, Outlook Stable


N E T H E R L A N D S

CREDIT EUROPE: Moody's Rates $105MM Tier 2 Subordinated Debt 'B1'


N O R W A Y

SECTOR ALARM: Moody's Raises CFR to B2 & Alters Outlook to Stable


S P A I N

BBVA CONSUMER 2024-1: Moody's Assigns B1 Rating to EUR24MM D Notes
SANTANDER CONSUMO 6: DBRS Gives Prov. B(high) Rating on E Notes


U N I T E D   K I N G D O M

APPLE INVEST: Collapses Into Administration
BODY SHOP: Marks & Spencer, Next Among Potential Buyers
C X WEALTH: Goes Into Administration
CABLE & WIRELESS: Moody's Alters Outlook on 'Ba3' CFR to Negative
CHAMBERLIN & HILL: Enters Administration After Rescue Bid Fails

CHESHIRE PLC 2020-1: Moody's Ups GBP8.2MM F Notes Rating to Caa2
CLEAN COLD: Goes Into Administration
INTELLIGENT MONEY: Goes Into Administration
POLARIS PLC 2021-1: Moody's Affirms B3 Rating on GBP4.3MM Z Notes
TAURUS UK 2021-5: Moody's Affirms B3 Rating on GBP41.7MM F Notes

THAMES WATER: Moody's Lowers Rating on GBP400MM Term Notes to C

                           - - - - -


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F R A N C E
===========

ALTICE: Contributes Majority Stake in XpFibre to Subsidiary
-----------------------------------------------------------
Irene Garcia Perez at Bloomberg News reports that Altice France
contributed a majority stake in French fiber unit XpFibre to an
unrestricted subsidiary, adding to creditors' concerns about how
the company's plans to cut debt will hurt their investments.

The heavily indebted French telecommunications firm contributed its
50.1% stake in XpFibre and some of its receivables to an
unrestricted company on May 22, Altice France said in a statement
on May 28, Bloomberg relates.

Altice France provides wireless telecommunication services.  The
Company offers fiber optic network solutions for all type of media.
Altice France serves customers in France.


RIVER GREEN 2020: DBRS Cuts Class D Notes Rating to B(high)
-----------------------------------------------------------
DBRS Ratings GmbH downgraded its credit ratings on the commercial
mortgage-backed floating-rate notes due January 2032 issued by
River Green Finance 2020 DAC (the Issuer) as follows:

-- Class A notes to A (high) (sf) from AA (high) (sf)
-- Class B notes to BBB (high) (sf) from A (high) (sf)
-- Class C notes to BB (high) (sf) from BBB (high) (sf)
-- Class D notes to B (high) (sf) from BB (high) (sf)

Additionally, Morningstar DBRS removed the credit ratings from
Under Review with Negative Implications, where they were placed on
February 9, 2024. The trends on all classes of notes are Negative.

CREDIT RATING RATIONALE

River Green Finance 2020 DAC is the securitization of a EUR 196.2
million floating-rate commercial real estate loan split into two
facilities (Facility A and Facility B) both advanced by Goldman
Sachs International Bank (GS). The EUR 35.8 million Facility A was
advanced to four ring-fenced compartments of LRC RE-2, a Luxembourg
investment company with variable share capital, the reserved
alternative investment fund (the Facility A Borrower), while the
EUR 160.4 million Facility B was advanced to a French Organisme de
Placement Collectif Immobilier (the Facility B Borrower). The
Issuer purchased the loan using the proceeds from the notes'
issuance (95.0% of the purchase price) and from an Issuer loan
advanced by GS (5.0% of the purchase price). The debt facilitated
the acquisition of the River Ouest building by a group of investors
led by LRC Real Estate Limited (the borrower).

River Ouest is a campus-style office in the Bezons municipality in
Paris' western suburbs. The property has served as global
headquarters of a French information technology service provider,
Atos, since its completion in 2009. Atos provided 84% of the
property's gross rental income as of January 2024, with two other
tenants, EMC2 and Sophos, contributing 14% and 2% of the gross
rental income, respectively. Atos' credit profile has deteriorated
since issuance. The company is in the midst of debt restructuring
and has opened an amicable conciliation procedure, with a view to
reaching a refinancing plan by July 2024 (see Atos' press release
"Atos reports full year 2023 results" dated 26 March 2024 for
additional details). The conciliation proceeding is a
pre-insolvency, fully confidential proceeding carried out under the
supervision of a court-appointed officer (conciliateur) available
to a French company facing difficulties without being yet insolvent
(or being insolvent for less than 45 days). Its aim is to reach an
agreement with the debtor's main creditors and stakeholders. A
conciliation procedure lasts four months, and may be extended by
one month.

The loan failed to repay at the extended maturity date and was
transferred into special servicing on 16 January 2024. Although the
second and last extension option, which would have extended the
loan to January 2025, was still available, the borrower and the
special servicer (Mount Street Mortgage Servicing Limited) were
jointly of the view that a consensual long-term restructuring of
the loan would be in the best interests of all parties concerned.
In order to agree to restructuring, the borrower and the servicer
entered into a three-month standstill agreement until 15 April
2024. The special servicer has received a proposal from the
borrower to restructure the loan and this proposal is currently
being considered. To that end, the special servicer has extended
the standstill period until July 1, 2024.

The special servicer has also commissioned an updated valuation of
the property. However, the valuation appears to depend on the
outcome of Atos' debt restructuring proceedings, with the special
servicer noting in the Regulatory Information Services (RIS) notice
dated 3 April 2024 that the numbers provided in that valuation,
when considered against previous advice received over the last 13
months by other third-party valuers, do not provide accurate enough
evidence of the value for the building at this time. As such, the
special servicer decided to leave the valuation in the draft form
until there is greater clarity on Atos' financial status. The
latest reported valuation conducted by CBRE Limited (CBRE) in
January 2023 indicated a collateral value of EUR 307.0 million.

Although annual contracted rent increased to EUR 26.6 million in
January 2024 from EUR 25.3 million previously following the leases'
indexation, the uncertainty around the property's future rental
cash flow continues to increase. Sophos, whose lease expired in May
2020 and who has remained in situ on a rolling contract, has served
notice to vacate by June 30, 2024. The EMC2 lease expired in
September 2023, and the company is completing a global review of
its office requirements before making a decision on the lease
extension. Should EMC2 also vacate, the property's vacancy rate
would increase to 17.2% from 1.6% as of January 2024. Additionally,
Atos is in the aforementioned process of debt restructuring and is
looking to sublet some of its rented space. The cash flow outlook
is also challenged by the property's secondary location, declining
market rents in the submarket, and increasing rental incentives,
which increased to 30% of headline rent, according to CBRE.

Consequently, Morningstar DBRS has revised its net cash flow (NCF)
assumptions by increasing its vacancy assumption to 17.2% from
15.0%, and adjusted its market rent assumption to incorporate
downward pressure on rental cash flow. The resulting Morningstar
DBRS NCF decreased to EUR 14.2 million from EUR 18.1 million
previously. This led to a Morningstar DBRS value decline to EUR
195.3 million, which translates into a Morningstar DBRS
loan-to-value of 96%. The reduced Morningstar DBRS value has
resulted in Morningstar DBRS downgrading its credit ratings on all
classes of notes. Reflecting the uncertainty around the outcome of
Atos' debt restructuring process and its potential implications for
the collateral value, the trends on all classes of notes are
Negative.

As of the January 2024 Interest Payment Date, the outstanding whole
loan balance stood at EUR 187.9 million, which is 4.3% lower than
the original loan amount. The loan amortized at a rate of 1.0% per
annum (p.a.) of the original loan amount. The amortization stepped
up to 2% p.a. following the fourth anniversary of the utilization
date (December 23, 2023). Following the loan transfer to special
servicing, principal receipts are applied sequentially towards
repayment of the notes.

The final maturity of the notes is on 22 January 2032.

The loan accrues interest at the aggregate of three-month Euribor
(floored at zero) plus a margin of 2.4%. It is fully hedged with a
prepaid interest rate cap provided by Wells Fargo Bank, N.A. (rated
AA with a Stable trend by Morningstar DBRS) with a strike rate of
5.0%. The cap agreement terminates on 22 January 2025. Following
the loan maturity, default interest applies on the unpaid amounts
at a rate that is 1.0% higher than the loan interest rate.

The transaction is supported by a EUR 10.8 million liquidity
facility as of January 2024 (EUR 11.3 million at origination). The
liquidity facility was provided by Crédit Agricole Corporate and
Investment Bank at issuance and can be used to cover interest
shortfalls on the Class A through Class C notes, as well as the
Issuer loan. Based on the 5.0% cap strike rate, the estimated
coverage amounts to approximately 13 months.

Morningstar DBRS' credit ratings on River Green Finance 2020 DAC
address the credit risk associated with the identified financial
obligations in accordance with the relevant transaction documents.
The associated financial obligations for each of the rated notes
are the related Interest Payment Amounts and the related Class
Balances.

Morningstar DBRS' credit ratings do not address nonpayment risk
associated with contractual payment obligations contemplated in the
applicable transaction documents that are not financial
obligations. For example, Euribor Excess Amounts, Pro-Rata Default
Amounts, and Note Prepayment Fees.

Morningstar DBRS' long-term credit ratings provide opinions on risk
of default. Morningstar DBRS considers risk of default to be the
risk that an issuer will fail to satisfy the financial obligations
in accordance with the terms under which a long-term obligation has
been issued.

Notes: All figures are in euros unless otherwise noted.




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G E R M A N Y
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SC GERMANY 2024-1: Moody's Assigns Ba2 Rating to EUR18MM F Notes
----------------------------------------------------------------
Moody's Ratings has assigned the following definitive ratings to
Notes issued by SC Germany S.A., Compartment Consumer 2024-1:

EUR1246.5M Class A Floating Rate Notes due January 2038,
Definitive Rating Assigned Aaa (sf)

EUR84M Class B Floating Rate Notes due January 2038, Definitive
Rating Assigned Aa1 (sf)

EUR78M Class C Floating Rate Notes due January 2038, Definitive
Rating Assigned A1 (sf)

EUR34.5M Class D Floating Rate Notes due January 2038, Definitive
Rating Assigned Baa2 (sf)

EUR39M Class E Floating Rate Notes due January 2038, Definitive
Rating Assigned Ba1 (sf)

EUR18M Class F Floating Rate Notes due January 2038, Definitive
Rating Assigned Ba2 (sf)

RATINGS RATIONALE

The Notes are backed by a 7-month revolving pool of German consumer
loans originated by Santander Consumer Bank AG (A2/P-1 Bank
Deposits, A1(cr)/P-1(cr)) ("SCB Germany").

The closing portfolio consists of 79,073 loans granted to obligors
in Germany for a total of approximately EUR 1,500 million as of
April 30, 2024 pool cut-off date. The average balance is EUR18,970,
the weighted average interest rate is 8.63% and weighted average
seasoning is 8.42 months. The portfolio, as of its pool cut-off
date, did not include any loans in arrears.

Moody's analysis focused, amongst other factors, on: (i) an
evaluation of the underlying portfolio of loans at closing and
incremental risk due to loans being added during the 7-month
revolving period; (ii) the historical performance information of
the total book; (iii) the credit enhancement provided by the
subordination, the liquidity reserve and excess spread; (iv) the
liquidity support available in the transaction including the
liquidity reserve; and (v) the overall legal and structural
integrity of the transaction.

According to Moody's, the transaction benefits from several credit
strengths such as the granularity of the portfolio, the
securitisation experience of SCB Germany and excess spread.
However, Moody's notes that the transaction features a number of
credit weaknesses, such as a complex structure including interest
deferral triggers for juniors Notes and pro-rata principal
payments. These characteristics, amongst others, were considered in
Moody's analysis and ratings.

Hedging: the underlying portfolio is made of fixed-rate loans while
the Notes issued will bear a floating coupon, exposing the
transaction to interest rate mismatch. The transaction will benefit
from an interest rate swap with DZ BANK AG (Aa2/P-1 Bank Deposits,
Aa2(cr)/P-1(cr)) as swap counterparty, where the issuer will pay a
fixed swap rate and will receive one-month EURIBOR on a notional
linked to the outstanding balance of the Class A to F Notes.

MAIN MODEL ASSUMPTIONS

Moody's determined the portfolio lifetime expected defaults of
4.8%, expected recoveries of 15% and Aaa portfolio credit
enhancement ("PCE") of 16% related to the securitised receivables.
The expected defaults and recoveries capture Moody's expectations
of performance considering the current economic outlook, while the
PCE captures the loss Moody's expect the portfolio to suffer in the
event of a severe recession scenario. Expected defaults and PCE are
parameters used by Moody's to calibrate its lognormal portfolio
loss distribution curve and to associate a probability with each
potential future loss scenario in the ABSROM cash flow model.

Portfolio expected defaults of 4.8% are in line with the EMEA
Consumer Loan ABS average and are based on Moody's assessment of
the lifetime expectation for the pool. Moody's primarily based
Moody's analysis on the historical cohort performance data that the
originator provided for a portfolio that is representative of the
securitised portfolio. Moody's assessment takes into account: (i)
the expected outlook for the German economy in the medium term;
(ii) the fact that the transaction is revolving for 7 months and
there are portfolio concentration limits during that period; (iii)
the deterioration in the performance of recent vintages and the
implementation of a new risk assessment scorecard tightening the
underwriting criteria, and (iv) benchmarks in the German consumer
ABS market.

Portfolio expected recoveries of 15% are in line with the EMEA
Consumer Loan ABS average and are based on Moody's assessment of
the lifetime expectation for the pool taking into account: (i)
historical performance of the loan book of the originator; (ii)
benchmark transactions; and (iii) other qualitative
considerations.

PCE of 16% is lower than the EMEA Consumer Loan ABS average and is
based on Moody's assessment of the pool which is mainly driven by:
(i) evaluation of the underlying portfolio, complemented by the
historical performance information as provided by the originator;
and (ii) the relative ranking to originator peers in the EMEA
Consumer loan market. The PCE level of 16% results in an implied
coefficient of variation ("CoV") of 38.05%.

The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in December
2022.

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

Factors that may cause an upgrade of the ratings of the Class B to
F Notes include a better than expected performance of the pool
together with an increase in credit enhancement of the Notes.

Factors that would lead to a downgrade of the ratings include: (i)
increased counterparty risk leading to potential operational risk
of (a) servicing or cash management interruptions or (b) the risk
of increased swap linkage due to a downgrade of the swap
counterparty ratings; and (ii) economic conditions being worse than
forecast resulting in higher portfolio arrears and losses.




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I R E L A N D
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ADAGIO V CLO: Moody's Affirms B2 Rating on EUR10.5MM Cl. F-R Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Adagio V CLO Designated Activity Company:

EUR23,310,000 Class C-R-R Deferrable Mezzanine Floating Rate Notes
due 2031, Upgraded to A1 (sf); previously on Oct 31, 2022 Affirmed
A2 (sf)

EUR21,000,000 Class D-R Deferrable Mezzanine Floating Rate Notes
due 2031, Upgraded to Baa2 (sf); previously on Oct 31, 2022
Affirmed Baa3 (sf)

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

EUR215,500,000 (current outstanding amount EUR209,261,397) Class
A-R-R Senior Secured Floating Rate Notes due 2031, Affirmed Aaa
(sf); previously on Oct 31, 2022 Affirmed Aaa (sf)

EUR26,930,000 Class B-1-R-R Senior Secured Floating Rate Notes due
2031, Affirmed Aa1 (sf); previously on Oct 31, 2022 Upgraded to Aa1
(sf)

EUR9,000,000 Class B-2-R-R Senior Secured Fixed Rate Notes due
2031, Affirmed Aa1 (sf); previously on Oct 31, 2022 Upgraded to Aa1
(sf)

EUR19,430,000 Class E-R Deferrable Junior Floating Rate Notes due
2031, Affirmed Ba2 (sf); previously on Oct 31, 2022 Affirmed Ba2
(sf)

EUR10,500,000 Class F-R Deferrable Junior Floating Rate Notes due
2031, Affirmed B2 (sf); previously on Oct 31, 2022 Affirmed B2
(sf)

Adagio V CLO Designated Activity Company, issued in September 2016
and refinanced in October 2018 and in March 2021, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by AXA Investment Managers US Inc. The transaction's
reinvestment period ended in January 2023.

RATINGS RATIONALE

The rating upgrades on the Class C-R-R and Class D-R notes are
primarily a result of a shorter weighted average life of the
portfolio which reduces the time the rated notes are exposed to the
credit risk of the underlying portfolio.

The affirmations on the ratings on the Class A-R-R, Class B-1-R-R,
Class B-2-R-R, Class E-R and Class F-R notes are 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 ratios.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

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: EUR332.87m

Defaulted Securities: EUR5.58m

Diversity Score: 55

Weighted Average Rating Factor (WARF): 3034

Weighted Average Life (WAL): 3.87 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.83%

Weighted Average Coupon (WAC): 4.07%

Weighted Average Recovery Rate (WARR): 44.59%

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.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Collateralized Loan Obligations" published in
May 2024.

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 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.

-- 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. Moody's analysed
defaulted recoveries assuming the lower of the market price or the
recovery rate to account for potential volatility in market prices.
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.


SMALL BUSINESS 2024-1: Fitch Assigns 'BB+(EXP)sf' Rating on D Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Small Business Origination Loan Trust
2024-1 DAC (SBOLT 24-1) notes expected ratings. The assignment of
final ratings is contingent on the receipt of final documents
conforming materially to information already reviewed.

   Entity/Debt          Rating           
   -----------          ------           
Small Business
Origination Loan
Trust 2024-1 DAC

   A XS2821805707   LT AA+(EXP)sf  Expected Rating
   B XS2821806341   LT A(EXP)sf    Expected Rating
   C XS2821806697   LT BBB+(EXP)sf Expected Rating
   D XS2821806770   LT BB+(EXP)sf  Expected Rating
   E XS2821806853   LT NR(EXP)sf   Expected Rating
   R XS2821807075   LT NR(EXP)sf   Expected Rating
   Z XS2821806937   LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

SBOLT 24-1 is a true-sale securitisation of a static pool of UK
unsecured SME loans, originated through the marketplace lending
(MPL) platform of Funding Circle Ltd (FC, servicer) and sold by
Glencar Investments 40 DAC (Glencar). This transaction is the
second issue from this platform to be rated by Fitch, and the
eighth overall.

KEY RATING DRIVERS

SME Borrower Default Probability: Fitch analysed the default risk
of the underlying SME portfolio based on FC's static default
vintage data separately disclosed by their internal risk band. For
the securitised portfolio including 'A+' to 'D' risk bands Fitch
determined an average one-year probability of default (PD) at close
to 5.5%, while Small Business Origination Loan Trust 2023-1 DAC
that was rated last year experienced 4.2% in the first 11 months.

Unsecured SME Loans: The transaction's underlying loans are
unsecured except for personal guarantees granted by the owners or
directors of the SME borrowers. Fitch analysed the static recovery
vintage data and determined an average recovery rate at close to
35%, expected to be uniformly distributed over a five-year period
following a borrower default. Waterfall Eden Master Fund, Ltd may
also purchase defaulted loans at a price no less than 36.5% of
their par amount.

Granular Portfolio: The collateral portfolio features low single
obligor concentration levels, with the top 10 obligors accounting
for 1.9% of the portfolio balance. Industry concentration, on the
other hand, is more in line with other SME portfolios', with the
largest three industries accounting for 43.5% of the portfolio
balance, led by property and construction (15%), followed by
professional and business support (14.5%) and manufacturing and
engineering (14%).

Sensitivity to Pro-Rata Period: The transaction will feature
pro-rata amortisation of the notes at closing until the breach of a
sequential-pay trigger. The pro-rata amortisation is based on the
note balance net of the corresponding principal deficiency ledger
but also includes the subordinated notes. Pro-rata structures
generally leak proceeds to subordinated notes and therefore are at
a higher risk of sequential amortisation. Under pro-rata structures
ratings are more sensitive to the back-loaded default timing
assumption as it determines the timing of the continued leakage of
principal to subordinated notes.

Consistent with the historical performance default data provided by
FC for its loan book and their previous securitisations, Fitch
applied some defaults also during the first year of the
transaction's life under its back-loaded default timing assumption.
This approach is also in line with the Fitch criteria for
portfolios of consumer loans with similar granularity and tenor.

Deviation from MIR: The class A, B and D notes' ratings are one
notch lower than their model-implied rating (MIR). The deviation
reflects that pro-rata amortisation of the notes makes them more
sensitive to asset performance assumptions than in comparable
sequential-pay structures.

RATING SENSITIVITIES

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

Weakening asset performance is strongly correlated to increasing
levels of delinquencies and defaults that could reduce credit
enhancement available to the notes. Additionally, unanticipated
declines in recoveries could also result in lower net proceeds,
which may make certain notes' ratings susceptible to negative
rating action, depending on the extent of the decline in those
recoveries.

An increase of the rating default rate (RDR) by 25% of the mean
default rate and a 25% decrease of the rating recovery rate (RRR)
at all rating levels would lead to downgrades of up to two notches
for the notes.

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

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

A reduction of the RDR by 25% of the mean default rate and a 25%
increase of the RRR at all rating levels would lead to upgrades of
up to four notches for the notes.

CRITERIA VARIATION

Fitch calibrated its correlation assumption to ensure that the
default rate for the overall portfolio at 'AAsf' covers the 32.7%
peak of delinquencies observed in FC loan book during the Covid-19
stress. The impact of this criteria variation is lower ratings by
one notch for the class A, B and C notes and by three notches for
the class D notes.

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

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.




=========
I T A L Y
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BRISCA SECURITIZATION: DBRS Cuts Rating on Class A Notes to CC
--------------------------------------------------------------
DBRS Ratings GmbH took credit rating actions on the notes issued by
Brisca Securitization S.r.l. (the Issuer) as follows:

-- Class A Notes downgraded to CC (sf) from CCC (sf)
-- Class B Notes confirmed at C (sf)

Morningstar DBRS also removed the trends on all credit ratings.

The transaction represents the issuance of Class A, Class B, and
Class J Notes (collectively, the Notes). The credit rating on the
Class A Notes addresses the timely payment of interest and the
ultimate payment of principal on or before the legal final maturity
date. The credit rating on the Class B Notes addresses the ultimate
payment of principal and interest. Morningstar DBRS does not rate
the Class J Notes.

As of closing in July 2017, the Notes were backed by a EUR 961
million portfolio by gross book value, consisting of secured and
unsecured Italian nonperforming loans originated by Banca Carige
S.p.A., Banca Cesare Ponti S.p.A., and Banca del Monte di Lucca
S.p.A. The majority of loans in the portfolio defaulted between
2011 and 2016 and are in various stages of resolution.

Prelios Credit Servicing S.p.A. (Prelios or the Servicer) services
the receivables while Banca Finanziaria Internazionale S.p.A.
(Banca Finint; formerly Securitization Services S.p.A.) operates as
the backup servicer.

CREDIT RATING RATIONALE

The credit rating actions follow an annual review of the
transaction and are based on the following analytical
considerations:

-- Transaction performance: An assessment of portfolio recoveries
as of November 2023, focusing on: (1) a comparison between actual
collections and the Servicer's initial business plan forecast; (2)
the collection performance observed over recent months; and (3) a
comparison between the current performance and Morningstar DBRS'
expectations.

-- Business plan: The Servicer's updated business plan as of
November 2023, received in January 2024, and the comparison with
the initial collection expectations.

-- Portfolio characteristics: The loan pool composition as of
February 2024 and the evolution of its core features since
issuance.

-- Transaction liquidating structure: The order of priority, which
entails a fully sequential amortization of the Notes (i.e., the
Class B Notes will begin to amortize following the full repayment
of the Class A Notes and the Class J Notes will amortize following
the repayment of the Class B Notes). Additionally, interest
payments on the Class B Notes become subordinated to principal
payments on the Class A Notes if the cumulative net collection
ratio or net present value cumulative profitability ratio are lower
than 90%. The interest subordination event has been triggered since
the June 2022 interest payment date. According to the Servicer, the
cumulative net collection ratio and net present value cumulative
profitability ratio were 78.3% and 109.8% in June 2022,
respectively. In December 2023, those ratios were 66.2% and 103.7%,
respectively.

-- Liquidity support: The transaction benefits from an amortizing
cash reserve, providing liquidity to the structure covering
potential interest shortfall on the Class A Notes and senior fees.
The cash reserve target amount is equal to 4% of the sum of the
Class A and Class B Notes' principal outstanding and is currently
fully funded.

TRANSACTION AND PERFORMANCE

According to the latest investor report from December 2023, the
outstanding principal amounts of the Class A, Class B, and Class J
Notes were EUR 100.0 million, EUR 30.5 million, and EUR 11.8
million, respectively. As of the December 2023 payment date, the
balance of the Class A Notes had amortized by 62.6% since issuance
and the current aggregated transaction balance was EUR 142.3
million.

As of November 2023, the transaction was performing below the
Servicer's initial business plan expectations. The actual
cumulative gross collections equaled EUR 239.0 million whereas the
Servicer's initial business plan estimated cumulative gross
collections of EUR 365.4 million for the same period. Therefore, as
of November 2023, the transaction was underperforming by EUR 126.4
million (-34.6%) compared with the initial business plan
expectations.

At issuance, Morningstar DBRS estimated cumulative gross
collections for the same period of EUR 298.5 million at the BBB
(high) (sf) stressed scenario and EUR 343.5 million at the B (low)
(sf) stressed scenario. Hence, the transaction is underperforming
Morningstar DBRS' initial stressed expectations.

Pursuant to the requirements set out in the receivable servicing
agreement, in January 2024, the Servicer delivered an updated
portfolio business plan. The updated portfolio business plan,
combined with the actual cumulative gross collections as of
November 2023, resulted in a total of EUR 304.1 million, which is
22.6% lower than the total gross disposition proceeds of EUR 393.0
million estimated in the initial business plan. Excluding actual
collections, the Servicer's expected future collections from
December 2023 onward account for EUR 65.1 million, which is less
than the current aggregated outstanding balance of the Class A
Notes, and they are expected to be realized over a longer period of
time. In Morningstar DBRS' CCC (sf) stressed scenario, the
Servicer's updated forecast was only adjusted in terms of actual
collections to date and timing of future expected collections.
Considering senior costs and interest due on the Notes, the full
repayment of Class A principal is increasingly unlikely, but
considering the transaction structure, a payment default on the
Notes would likely only occur a few years from now. Given the
characteristics of the Class B Notes, as defined in the transaction
documents, Morningstar DBRS notes that a default would likely only
be recognized at transaction maturity or early termination.

The final maturity date of the transaction is in December 2037.

Notes: All figures are in euros unless otherwise noted.


MAGGESE SRL: DBRS Cuts Rating on Class A Notes to CC
----------------------------------------------------
DBRS Ratings GmbH downgraded its credit rating on the Class A notes
issued by Maggese S.r.l. (the Issuer) to CC (sf) from CCC (sf) and
removed the Negative trend on the credit rating.

The transaction represents the issuance of Class A, Class B, and
Class J notes (collectively, the notes). The credit rating on the
Class A notes addresses the timely payment of interest and the
ultimate repayment of principal. Morningstar DBRS does not rate the
Class B or Class J notes.

At issuance, the notes were backed by a EUR 697 million portfolio
by gross book value consisting of a mixed pool of Italian
nonperforming residential, commercial, and unsecured loans
originated by Cassa di Risparmio di Asti S.p.A. and Cassa di
Risparmio di Biella e Vercelli - Biverbanca S.p.A.

The receivables are serviced by Prelios Credit Servicing S.p.A.
(Prelios; the servicer) while Banca Finint S.p.A (Banca Finint:
formerly Securitization Services S.p.A.) operates as backup
servicer.

CREDIT RATING RATIONALE

The credit rating downgrade follows a review of the transaction and
is based on the following analytical considerations:

-- Transaction performance: An assessment of portfolio recoveries
as of December 2023, focusing on (1) a comparison between actual
collections and the servicer's initial business plan forecast, (2)
the collection performance observed over recent months, and (3) a
comparison between the current performance and Morningstar DBRS'
expectations.

-- Updated business plan: The servicer's updated business plan as
of December 2023, received in April 2024, and the comparison with
the initial collection expectations.

-- Portfolio characteristics: Loan pool composition as of December
2023 and the evolution of its core features since issuance.

-- Transaction liquidating structure: The order of priority
entails a fully sequential amortization of the notes (i.e., the
Class B notes will begin to amortize following the full repayment
of the Class A notes, and the Class J notes will amortize following
the repayment of the Class B notes). Additionally, interest
payments on the Class B notes become subordinated to principal
payments on the Class A notes if the cumulative collection ratio or
present value cumulative profitability ratio is lower than 90%.
These triggers have been breached since the January 2021 interest
payment date (IPD), with the actual figures at 46.5% and 87.0% as
of the January 2024 IPD, respectively, according to the servicer.

-- Liquidity support: The transaction benefits from an amortizing
cash reserve providing liquidity to the structure covering
potential interest shortfall on the Class A notes and senior fees.
The cash reserve target amount is equal to 4% of the Class A
principal outstanding and is currently fully funded.

TRANSACTION AND PERFORMANCE

According to the latest investor report from January 2024, the
outstanding principal amounts of the Class A, Class B, and Class J
notes were EUR 98.8 million, EUR 24.4 million, and EUR 11.4
million, respectively. As of the January 2024 payment date, the
balance of the Class A notes had amortized by 42.2% since issuance,
and the current aggregated transaction balance is EUR 134.6
million.

As of December 2023, the transaction was performing below the
servicer's business plan expectations. The actual cumulative gross
collections equaled EUR 105.0 million, whereas the servicer's
initial business plan estimated cumulative gross collections of EUR
223.1 million for the same period. Therefore, as of December 2023,
the transaction was underperforming by EUR 118.1 million (52.9%)
compared with the initial business plan expectations.

At issuance, Morningstar DBRS estimated cumulative gross
collections for the same period of EUR 182.8 million at the BBB
(low) (sf) stressed scenario. Therefore, as of December 2023, the
transaction is performing below Morningstar DBRS' initial stressed
expectations.

Pursuant to the requirements set out in the receivable servicing
agreement, in April 2024, the servicer delivered an updated
portfolio business plan as of December 2023.

The updated portfolio business plan, combined with the actual
cumulative gross collections of EUR 105.0 million as of December
2023, results in a total of EUR 182.5 million, which is 25.5% lower
than the total gross disposition proceeds of EUR 245.1 million
estimated in the initial business plan.

Excluding actual collections, the servicer's expected future
collections from January 2024 amount to EUR 77.5 million, which is
less than the current outstanding balance of the Class A notes. In
Morningstar DBRS' CCC (sf) scenario, the Servicer's updated
forecast was adjusted only in terms of actual collections to the
date and timing of future expected collections. Considering senior
costs and interest due on the notes, the full repayment of Class A
principal is increasingly unlikely, but considering the transaction
structure, a payment default on the notes would likely occur only a
few years from now.

The final maturity date of the transaction is July 25, 2037.

Morningstar DBRS' credit rating on the Class A notes addresses the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations are the related Interest Payment Amounts and
the related Class Balance.

Morningstar DBRS' credit rating does not address nonpayment risk
associated with contractual payment obligations contemplated in the
applicable transaction document(s) that are not financial
obligations.

Morningstar DBRS' long-term credit ratings provide opinions on risk
of default. Morningstar DBRS considers risk of default to be the
risk that an issuer will fail to satisfy the financial obligations
in accordance with the terms under which a long-term obligation has
been issued.

Notes: All figures are in euros unless otherwise noted.

POP NPLS 2018: Moody's Cuts Rating on EUR426MM Class A Notes to B2
------------------------------------------------------------------
Moody's Ratings has downgraded the ratings of two notes in Pop NPLs
2018 S.r.l. ("Pop 2018"). This downgrade reflects lower than
anticipated cash-flows generated from the recovery process on the
non-performing loans (NPLs) and underhedging.

EUR426M Class A Notes, Downgraded to B2 (sf); previously on Jul
24, 2023 Downgraded to Ba2 (sf)

EUR50M Class B Notes, Downgraded to Ca (sf); previously on Jul 24,
2023 Downgraded to Caa3 (sf)

RATINGS RATIONALE

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

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

The portfolio is serviced by Cerved Credit Management S.p.A.
("CCM", unrated). As of March 2024, Cumulative Collection Ratio
were at 60.4%, based on collections net of legal and procedural
costs and servicing fees, meaning that collections are coming
significantly slower than anticipated in the original Business Plan
projections. This compares against 77.6% at the time of the latest
rating action in July 2023, based on March 2023 data. Through the
March 31, 2024 collection period, eleven collection periods since
closing, aggregate collections net of legal and procedural costs
and servicing fees were EUR246.6 million versus original business
plan expectations of EUR408.6 million. In terms of Cumulative
Collections Ratio, the transaction has underperformed the
servicers' original expectations starting on the 8th collection
period after closing, with the gap between actual and servicers'
expected collections increasing over time. The servicer's latest
Business Plan expects total amount of future collections lower than
the outstanding amount of the Class A Notes.

NPV Cumulative Profitability Ratio (the ratio between the Net
Present Value of collections against the expected collections as
per the original business plan, for positions which have been
either collected in full or written off) stood at 105.0%. Albeit
still good, the ratio is following a declining trend. However, it
only refers to closed positions while the time to process open
positions and the future collections on those remain to be seen.

In terms of the underlying portfolio, the reported GBV stood at
EUR1.15 billion as of March 2024 down from EUR1.58 billion at
closing. The vast majority of the outstanding GBV is related to
corporate borrowers (71.58%) and the underlying properties for
secured positions, under Moody's classification, are mostly
concentrated in Lazio and Puglia (about 47%).

The unpaid interest on Class B increased to around EUR8.0 million
as of April 2024, up from EUR5.46 million as of previous interest
payment date. Interest payments to Class B are currently being
subordinated, given the subordination trigger has been hit.

Out of the approximately EUR431 million reduction in GBV since
closing, principal payments to Class A have been around EUR193
million. The advance rate (the ratio between Class A notes balance
and the outstanding gross book value of the backing portfolio)
stood at 20.32% as of April 2024, down from 21.30% as of the last
rating action. The rate of the advance rate decline has been slow
compared to its peers and in line with lower rated transactions.

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

Underhedging:

The transaction benefits from two interest rate caps with J.P.
Morgan SE (Aa1(cr), P-1 (cr)) acting as cap counterparty. On the
first cap the Issuer receives the difference, if positive, between
6-months EURIBOR and 0.10%. On the second cap the Issuer pays the
difference, if positive, between 6-months EURIBOR and strikes which
go from 0.50% up to 2.5% in 2029. The strike level is 1.50%. The
Class A notes' 6-months EURIBOR is contractually capped to the same
strikes level of the second instrument.

The notional of the interest rate cap was determined at closing, it
was initially equal to the outstanding balance of the Class A notes
and reduced in consideration of the anticipation of notes'
amortization based on a pre-defined schedule. Given the Class A
notes have so far amortised at a slower pace than the scheduled
notional amount set out in the cap agreement, a portion of the
outstanding notes is unhedged. Scheduled notional for the next
period is EUR125.8 million while Class A notes outstanding balance
stands at EUR233.05 million. The deal was structured so that Class
B notes are unhedged.

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

The principal methodology used in these ratings was "Non-performing
and Re-performing Loan Securitizations Methodology" published in
April 2024.

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (1) the recovery process of the non-performing
loans producing significantly higher cash-flows in a shorter time
frame than expected; (2) improvements in the credit quality of the
transaction counterparties; and (3) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (1) significantly lower or slower cash-flows
generated from the recovery process on the non-performing loans due
to either a longer time for the courts to process the foreclosures
and bankruptcies, a change in economic conditions from Moody's
central scenario forecast or idiosyncratic performance factors. For
instance, should economic conditions be worse than forecasted and
the sale of the properties generate less cash-flows for the issuer
or take a longer time to sell the properties, all these factors
could result in a downgrade of the ratings; (2) deterioration in
the credit quality of the transaction counterparties; and (3)
increase in sovereign risk.




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

LUX VELVET: Moody's Affirms 'B2' CFR, Outlook Stable
----------------------------------------------------
Moody's Ratings has affirmed Lux Velvet Holding S.a r.l.'s (Axilone
or the company) B2 long-term corporate family rating and its B2-PD
probability of default rating. Axilone is a supplier of premium
packaging for lipsticks, fragrances and skincare products.

Concurrently, Moody's has affirmed the B2 rating on the EUR327
million senior secured term loan and on the USD23 million backed
senior secured term loan due January 2028 and borrowed by Axilone
and Axilone Holdings USA, Inc. respectively, and the B2 rating on
the EUR45 million senior secured multi-currency revolving credit
facility (RCF) due July 2027 borrowed by Axilone. Moody's has also
upgraded to B2 from B3 the rating on USD48.9 million (USD7 million
outstanding) senior secured term loan due January 2025 which was
not extended during last year amend-and-extend transaction and it
ranks pari passu with the rest of the rated debt. The outlook on
both entities is stable.

"Despite a weaker than expected operating performance in 2023 and
Q1 2024, the rating affirmation reflects Moody's expectation that
trading conditions will gradually improve from the second half of
2024 and Axilone will be able to resume its EBITDA growth
trajectory and sustain its credit metrics at levels consistent with
the B2 rating category," says Donatella Maso, a Moody's Vice
President – Senior Credit Officer and lead analyst for Axilone.

RATINGS RATIONALE      

Axilone's operating performance in 2023 has been weaker than both
management and Moody's expectations due to the customer destocking
effect and a slow recovery in the Asian beauty industry and in
travel retail. Despite less-than-anticipated revenue growth, the
company achieved a stable Moody's adjusted EBITDA of about EUR77
million and consistent profitability of approximately 27% owing to
an improved sales mix, operational efficiency and strict cost
control. This led to a gross leverage of 5.0x with positive free
cash flow (FCF) resulting from lower capital expenditure than
planned and working capital inflow.

In the first quarter of 2024, Axilone's operating performance
remained weak as its EBITDA fell behind by EUR4 million compared to
Q1 2023, pushing its gross leverage up to 5.5x, the maximum limit
for the B2 rating.

Moody's anticipates that these challenging trading conditions will
persist through the first half of 2024, but expects gradual
improvement thereafter as Axilone's customers will need to
replenish their stock and both China and travel retail bounce back.
The company is also likely to benefit from productivity gains in
France and China due to increased automation, which may offset
easing prices and a shift in product categories. As a result,
Axilone will resume its EBITDA growth in 2025.

Axilone has consistently been delivering positive FCF. However,
this trend will reverse in 2024 as the company will need to
complete its expansion projects and build-up its inventory. At the
same time, it will also be facing higher interest expenses. Despite
this short-term cash flow pressure, Moody's forecasts that these
strategic investments will ultimately contribute to an increase in
Axilone's EBITDA growth upon their completion.

Axilone's B2 rating continues to reflect the focused and
discretionary nature of the company's product offering, limited to
premium packaging for lipsticks, fragrances and skin care products;
its relatively small scale compared with its concentrated blue-chip
customer base; the exposure to a competitive and cyclical end
market reliant on new launches with relatively short product
lifecycles; the company's significant currency exposure given that
a significant portion of its revenue is generated in US dollars,
while its production is mainly concentrated in China and the
reporting currency is the Euro; and the lack of contractual
pass-through mechanisms for raw material price changes, despite the
company's good track record of mitigating raw material price
volatility.

Axilone's B2 rating remains supported by its Moody's-adjusted
EBITDA margin, which is higher than of its peers because of the
company's cost-competitive, comprehensive and integrated production
capabilities in China, and its focus on premium brands and
products. The rating positively reflects the company's broad
revenue footprint across Europe, the US and Asia; and the
diversification, although marginal into skin care and local Asian
brands.

LIQUIDITY

Axilone's liquidity is adequate as it is underpinned by
approximately EUR63 million of cash on balance sheet as of March
31, 2024; full availability under its EUR45 million RCF due July
2027; and no significant debt maturity until January 2028 when the
term loan is due. The company has also access to EUR15 million
non-recourse factoring program, but uncommitted in nature. These
sources of liquidity are deemed sufficient to cover its basic cash
flow needs including working capital build-up, expansion projects
and increases in interest costs.

The RCF has one springing financial covenant (net senior secured
leverage ratio), set at 9.8x, to be tested on a quarterly basis
when the RCF is drawn by more than 40%, for which Moody's expects
the company to maintain an ample buffer.

STRUCTURAL CONSIDERATIONS

The B2 instrument ratings on the debt facilities are in line with
the CFR, because they represent the majority of the debt capital
structure. Guarantors represent at least 80% of consolidated EBITDA
and the security package is weak, comprising mainly share pledges.
The capital structure also includes a EUR252 million shareholders
loan (including accrued interests) which matures in July 2028 that
benefits from equity credit treatment.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that the company
will resume its EBITDA growth trajectory, will achieve positive FCF
once it has completed its growth investments, and gradually reduce
leverage. The outlook also assumes that the company will not embark
in material debt funded acquisitions or shareholder distributions.

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

Upward pressure on the rating could arise over time if the business
grows further and diversifies. An upgrade could be considered if
the company reduces its Moody's-adjusted debt/EBITDA below 4.0x on
a sustained basis; its Moody's-adjusted FCF/debt ratio increases
above 5%; while its liquidity is good.

Negative pressure on the rating could develop if the company's
growth path reverses, for example from customer or brand losses;
its Moody's-adjusted debt/EBITDA leverage increases above 5.5x; its
Moody's-adjusted EBITDA/interest expense falls below 2.5x; FCF
remains negative beyond 2024; or liquidity concerns arise.

PRINCIPAL METHODOLOGY

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

Axilone is a supplier of premium packaging for lipsticks,
fragrances and skincare products. The company is owned by Trustar
Capital Partners, the private equity affiliate of the Chinese CITIC
Group Corporation (A3 stable), since 2018.

For the last twelve months ending March 31, 2024, Axilone generated
EUR280 million of revenue and EUR72 million of EBITDA (as adjusted
by Moody's).




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

CREDIT EUROPE: Moody's Rates $105MM Tier 2 Subordinated Debt 'B1'
-----------------------------------------------------------------
Moody's Ratings has assigned a first-time rating of B1 to the
USD105 million Tier 2 subordinated debt issued by Credit Europe
Group N.V. (CEG NV), the Netherland-based holding company for all
shares of Credit Europe Bank N.V. (CEB NV). The debt is intended to
qualify as Tier 2 capital.

CEB NV's existing ratings, outlooks and rating assessments are
unaffected by  rating action.

RATINGS RATIONALE

The B1 subordinated debt rating reflects (1) CEB NV's Baseline
Credit Assessment (BCA) and Adjusted BCA of b1 and (2) the results
of Moody's Advanced Loss Given Failure (LGF) analysis, which takes
into account the severity of loss faced by the different liability
classes in resolution.

Under the European Union's Bank Recovery and Resolution Directive
(BRRD), the subordinated instruments issued by a holding company
(CEG NV) and its operating bank (CEB NV) would have the same
ranking in resolution. For CEG NV's subordinated debt, the rating
agency's Advanced LGF analysis indicates a moderate loss severity
in the event of the bank's failure, leading to a positioning of the
rating at par with CEB NV's Adjusted BCA.

The rating of this instrument class does not benefit from any
government support uplift, in line with Moody's assumption of a low
probability of government support to be forthcoming to instruments
specifically designated as loss-absorbing in resolution.

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

The rating of CEG NV's subordinated debt could be upgraded if CEB
NV's BCA were upgraded, which could occur if the bank's asset risk
profile, capitalisation and profitability were to improve over
time.

The rating of CEG NV's subordinated debt could be downgraded if CEB
NV's BCA were downgraded, which could occur if a deteriorated macro
environment were to result in an increase in asset risk and capital
depletion, or if the bank increased its loan concentrations. The
subordinated debt rating could also be downgraded if the buffer of
subordinated instruments were to shrink materially as a proportion
of assets.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Banks Methodology
published in March 2024.




===========
N O R W A Y
===========

SECTOR ALARM: Moody's Raises CFR to B2 & Alters Outlook to Stable
-----------------------------------------------------------------
Moody's Ratings has upgraded to B2 from B3 the corporate family
rating and to B2-PD from B3-PD the probability of default rating of
Sector Alarm Holding AS (Sector Alarm or the company). At the same
time, the agency has also assigned B2 ratings to the EUR100 million
senior secured multi currency revolving credit facility and the
EUR590 million senior secured term loan B2 that are being amended
and extended to fall due in 2029. The outlook on all ratings has
been changed to stable from negative.            

The upgrade of ratings to B2 with a stable outlook is driven by (1)
Amend and Extend (A&E) of the existing senior secured term loan B1
(due 2026) and the senior secured multi currency Revolving Credit
Facility (RCF) that will extend maturities to 2029; (2) the
decision of Sector Alarm's shareholders to inject NOK855 million of
equity subject to A&E completion to replenish its liquidity
position and reduce leverage while; and (3) the company's strong
operating performance in Q1 2024 driven by high customer additions
and improvement in attrition rate, suggesting better performance
for the rest of 2024 than Sector Alarm's initial expectations.

The equity injection will be conditioned upon the successful
execution of the A&E transaction and the rating action assumes that
both successfully conclude in the next few weeks.

"Sector Alarm's business plan will be fully funded for the next few
years supported by the equity injection from its shareholders. The
company's gross leverage (Moody's adjusted) will reduce to below
6.0x in 2024 from 7.8x for the last twelve months ending March
2024" says Gunjan Dixit, a Moody's Vice President – Senior Credit
Officer and lead analyst for Sector Alarm. "The company's operating
performance is likely to be better than Moody's previous
expectations but its free cash flow will remain negative over
2024/25 suggesting the company will partly need to rely on its RCF
in 2025 to fund its expansion plan", adds Ms. Dixit.

RATINGS RATIONALE

In 2023, Sector Alarm's shareholders had injected NOK500 million of
equity to restore the company's liquidity and support the company's
growth strategy. They have now announced a further NOK855 million
(EUR75 million) this year to be used to repay NOK506 million (EUR55
million) of outstanding RCF drawings and provide EUR20 million of
cash on balance sheet to support the company's capex intensive
expansion plan. As a result, reported company net leverage will
reduce from 6.4x to 5.7x on a pro-forma basis based on the last two
quarters annualized reported adjusted EBITDA of NOK108 million as
of March 2024.

In Q1 2024, Sector Alarm generated NOK940 million in revenue and
adjusted EBITDA (as calculated by the company) of NOK332 million,
up by 10% and 44% year-on-year in constant currency, respectively.
Growth was largely driven by an increased customer base, strong
ARPU developments, cost controls and reduction in customer
acquisitions costs (CPA).

For full year 2024, Moody's expects Sector Alarm's adjusted EBITDA
to improve towards NOK1.3 billion (from NOK1.1 billion in 2023)
compared to Moody's previous expectation of NOK1.2 billion, on the
back of higher targeted net customer growth, despite elevated
terminations expected in H12024. Following the company's strong
performance in Q1, Sector Alarm's CPA should reduce in 2024 in
Moody's opinion, largely driven by a number of initiatives that the
company is pursuing in Southern Europe. In addition, having
completed the Growth & Improvement Program, which is delivering
cost savings of NOK200 million per year, Sector Alarm expects to
achieve  further cost savings of around NOK100 million in 2024/25,
which will support EBITDA growth. While Sector Alarm's budget
appears credible, it carries some execution risks in Moody's view.

The rating agency forecasts that Moody's-adjusted leverage will
fall to around 5.8x in 2024 from 7.8x as of March 2024, supported
by NOK500 million of debt reduction via the equity proceeds and an
improvement in EBITDA over 2024 and a material drop in exceptional
one-off costs. Moody's expects continued robust EBITDA growth
beyond 2024 to offer further de-leveraging potential, but higher
than currently budgeted expansionary capex spending could soften
the de-leveraging pace.

Following Moody's-adjusted free cash flow (FCF) of negative NOK620
million for the last twelve months ending March 2024, Moody's
expects FCF to improve over 2024 and 2025, but remain negative at
around NOK100 million. This negative FCF will be a combination of
the company's continued discretionary investments in its
capex-intensive expansion program and higher interest payments as a
result of the A&E transaction. Moody's-adjusted EBITA/ Interest
ratio will remain below 2.0x in 2024 and 2025.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Governance considerations are a key driver for the rating action.
An issuer profile score of G-4 for Sector Alarm reflects its
capital intensive expansion strategy that results in continued
negative free cash flow and relies on a significant level of debt
as well as equity support from shareholders from time to time.

RATING OUTLOOK

The stable outlook reflects Moody's expectation of strong operating
performance as well as material de-leveraging supported by the
sizeable equity injection, together with an improved liquidity
profile and EBITDA growth over the next 12-18 months.

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

Upward rating pressure is likely if (1) Sector Alarm expands in
scale via pursuing a balanced growth strategy alongside solid
operating performance that improves Moody's-adjusted gross
debt/EBITDA to below 4.5x on a sustained basis; (2) FCF (after
customer acquisition costs) turns positive and steady state
FCF/Debt improves to above 10%; and (3) its liquidity is
comfortable at all times.

Downward ratings pressure could develop, if: (1) Moody's-adjusted
gross debt/ EBITDA increases above 6.0x; (2) If there is a
pronounced decline in the company's operating performance or its
business plan is not adequately funded for at least 12-18 months
ahead and if its FCF (after customer acquisition costs) remains
negative on a prolonged basis; and (3) any change in financial
policy that increases expected leverage, including using debt to
finance growth in the subscriber base.

LIQUIDITY

Sector Alarm's liquidity is adequate. Proforma for the equity
injection and the refinancing transaction, Sector Alarm's cash on
balance sheet will be EUR25 million based on March 2024. For 2025,
Moody's expects Sector Alarm to rely on RCF drawings to further
support its growth strategy. The company's senior secured Term Loan
and multi currency RCF will both be extended with maturity in 2029.
Moody's expects the company to remain in compliance with its
springing covenant under the RCF, when it's drawn above 40% over
the next 12-18 months.

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

Headquartered in Oslo, Norway, Sector Alarm is a leading provider
of monitored alarm solutions. It operates in eight countries across
Europe under the Sector Alarm brand name (as well as Phone Watch in
Ireland). During 2023, Sector Alarm reported NOK3,516 million in
revenue and NOK875 million in company reported EBITDA. The company
is majority owned by its current CEO and founder, Jorgen Dahl, with
KKR holding a 30% minority stake.




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

BBVA CONSUMER 2024-1: Moody's Assigns B1 Rating to EUR24MM D Notes
------------------------------------------------------------------
Moody's Ratings has assigned the following definitive ratings to
Notes issued by BBVA CONSUMER 2024-1, FT:

EUR674M Class A Asset-Backed Floating Rate Notes due April 2037,
Definitive Rating Assigned Aa1 (sf)

EUR32M Class B Asset-Backed Floating Rate Notes due April 2037,
Definitive Rating Assigned A3 (sf)

EUR50M Class C Asset-Backed Floating Rate Notes due April 2037,
Definitive Rating Assigned Baa3 (sf)

EUR24M Class D Asset-Backed Floating Rate Notes due April 2037,
Definitive Rating Assigned B1 (sf)

Moody's has not assigned any ratings to the EUR20M Class E
Asset-Backed Floating Rate Notes due April 2037 and EUR7.1M Class Z
Subordinated Floating Rate Notes due April 2037.

Maximum achievable rating is Aa1 (sf) for structured finance
transactions in Spain, driven by the corresponding local currency
country ceiling of the country.

RATINGS RATIONALE

The transaction is a static cash securitisation of Spanish
unsecured consumer loans originated by Banco Bilbao Vizcaya
Argentaria, S.A. (BBVA) (A2/A3(cr), A2 LT Bank Deposits). The
portfolio consists of consumer loans used for several purposes,
such car acquisition, property improvement and other undefined or
general purposes. BBVA also acts as servicer, collection account
bank and issuer account bank provider of the transaction.

The underlying assets consist of consumer loans with fixed rates
and a total outstanding balance of approximately EUR937 million. As
of March 12, 2024, the provisional portfolio has 107,351 loans with
a weighted average interest of 7.9%. The portfolio is highly
granular with the largest and 20 largest borrowers representing
0.01% and 0.17% of the pool, respectively. The portfolio also
benefits from a good geographic diversification and good weighted
average seasoning of 13.6 months. The final EUR800 million
portfolio will be selected at random from the provisional portfolio
to match the final Notes issuance amount.

The transaction benefits from credit strengths such as the
granularity of the portfolio, the excess spread-trapping mechanism
through a 6 months artificial write off mechanism, the high average
interest rate of 7.9% and the financial strength and securitisation
experience of the originator. However, Moody's notes that there is
a risk of yield compression as 98.3% of the loans in the pool has
the option of an automatic discount on the loan interest rate as a
result of the future cross selling of other products.

Moreover, Moody's notes that the transaction features some credit
weaknesses such as a complex structure including interest deferral
triggers for junior Notes, pro-rata payments on all asset-backed
Notes from the first payment date, the high linkage to BBVA and
limited liquidity available in case of servicer disruption. Various
mitigants have been put in place in the transaction structure such
as sequential redemption triggers to stop the pro-rata
amortization. Commingling risk is mitigated by the transfer of
collections to the issuer account within two days and the high
rating of the servicer.

Hedging: all the loans are fixed-rate loans, whereas the Notes are
floating-rate liabilities. As a result, the issuer is subjected to
a fixed-floating interest-rate mismatch. To mitigate the
fixed-floating rate mismatch, the issuer has entered into a swap
agreement with BBVA. Under the swap agreement, (i) the issuer pays
a fixed rate of 2.948%, (ii) the swap counterparty pays 3M Euribor
(floored at 0), (iii) the notional as of any date will be the
outstanding balance of Classes A-E Notes.

Moody's analysis focused, amongst other factors, on: (i) an
evaluation of the underlying portfolio of consumer loans and the
eligibility criteria; (ii) historical performance provided on
BBVA's total book and past consumer loan ABS transactions and
performance of previous BBVA Consumo deals; (iii) the credit
enhancement provided by subordination, excess spread and the
reserve fund; (iv) the liquidity support available in the
transaction by way of principal to pay interest; and (v) the
overall legal and structural integrity of the transaction.

MAIN MODEL ASSUMPTIONS

Moody's determined a portfolio lifetime expected mean default rate
of 4.5%, expected recoveries of 15.0% and a portfolio credit
enhancement ("PCE") of 17.0%. The expected defaults and recoveries
capture Moody's expectations of performance considering the current
economic outlook, while the PCE captures the loss Moody's expect
the portfolio to suffer in the event of a severe recession
scenario. Expected defaults and PCE are parameters used by Moody's
to calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
its ABSROM cash flow model to rate consumer ABS transactions.

The portfolio expected mean default rate of 4.5% is in line with
recent Spanish consumer loan transaction average and is based on
Moody's assessment of the lifetime expectation for the pool taking
into account: (i) historical performance of the loan book of the
originator, (ii) performance track record on most recent BBVA
Consumo deals, (iii) benchmark transactions, and (iv) other
qualitative considerations.

Portfolio expected recoveries of 15% are in line with recent
Spanish consumer loan average and are based on Moody's assessment
of the lifetime expectation for the pool taking into account: (i)
historical performance of the loan book of the originator, (ii)
benchmark transactions, and (iii) other qualitative considerations
such as quality of data provided.

The PCE of 17.0% is in line with other Spanish consumer loan peers
and is based on Moody's assessment of the pool taking into account
the relative ranking to originator peers in the Spanish consumer
loan market. The PCE of 17.0% results in an implied coefficient of
variation ("CoV") of 51.88%.

The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in December
2022.

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

Factors or circumstances that could lead to an upgrade of the
ratings of the Notes would be (1) better than expected performance
of the underlying collateral; or (2) a lowering of Spain's
sovereign risk leading to the removal of the local currency ceiling
cap.

Factors or circumstances that could lead to a downgrade of the
ratings would be (1) worse than expected performance of the
underlying collateral; (2) deterioration in the credit quality of
BBVA; or (3) an increase in Spain's sovereign risk.


SANTANDER CONSUMO 6: DBRS Gives Prov. B(high) Rating on E Notes
---------------------------------------------------------------
DBRS Ratings GmbH assigned provisional credit ratings to the notes
(the Rated Notes) to be issued by Santander Consumo 6 FT (the
Issuer) as follows:

-- Class A Notes at AA (sf)
-- Class B Notes at AA (low) (sf)
-- Class C Notes at A (high) (sf)
-- Class D Notes at BBB (high) (sf)
-- Class E Notes at B (high) (sf)

Morningstar DBRS does not rate the Class F Notes also expected to
be issued by the Issuer (collectively with the Rated Notes, the
Notes).

The credit ratings on the Class A, Class B, Class C and Class D
Notes address the timely payment of scheduled interest and the
ultimate repayment of principal by the legal final maturity date.
The credit rating on the Class E Notes addresses the ultimate
payment of interest and the ultimate repayment of principal by the
legal final maturity date.

The Rated Notes are backed by a portfolio of fixed-rate unsecured
amortizing personal loans granted without a specific purpose to
private individuals domiciled in Spain and serviced by Banco
Santander SA (Santander).

CREDIT RATING RATIONALE

The credit ratings are based on the following analytical
considerations:

-- The transaction's structure, including form and sufficiency of
available credit enhancement to withstand stressed cash flow
assumptions and repay the Issuer's financial obligations according
to the terms under which the Rated Notes are issued;

-- The credit quality of the collateral, historical and projected
performance of Santander's portfolio, and Morningstar DBRS'
projected performance under various stress scenarios;

-- An operational risk review of Santander's capabilities with
regard to its originations, underwriting, servicing, and financial
strength;

-- The transaction parties' financial strength with regard to
their respective roles;

-- Morningstar DBRS' sovereign credit rating on the Kingdom of
Spain, currently at "A" with a Stable trend; and

-- The expected consistency of the transaction's structure with
Morningstar DBRS' "Legal Criteria for European Structured Finance
Transactions" and "Derivative Criteria for European Structured
Finance Transactions".

TRANSACTION STRUCTURE

The transaction includes a seven-month scheduled revolving period,
during which the Issuer is able to purchase additional loan
receivables on each monthly payment date as long as they satisfy
the eligibility criteria and the transaction concentration limits.

The transaction allocates payments on a combined interest and
principal priority of payments and benefits from an amortizing cash
reserve equal to 2.0% of the outstanding balance of the Rated Notes
balance, subject to a floor of 0.5% of the initial Rated Notes
amount. The cash reserve is part of available interest funds to
cover shortfalls in senior expenses, senior swap payments as well
as interest on the Class A, Class B, Class C, and Class D Notes
and, if not deferred, the Class E Notes.

The repayment of the Rated Notes after the end of the revolving
period will be on a pro rata basis until a sequential amortization
event. Upon the occurrence of a subordination event, the repayment
of the Notes will switch to non-reversible sequential. On the other
hand, the unrated Class F Notes will begin amortizing immediately
after the transaction closing during the revolving period with a
target amortization equal to 10% of the initial balance on each
payment date. Interest (and if applicable, principal) payments of
the Notes will be made quarterly.

The Notes pay floating interest rates based on three-month Euribor
whereas the portfolio comprises fixed-rate loans. The interest rate
mismatch risk between the Notes and the portfolio is hedged through
an interest rate swap agreement with an eligible counterparty.

At closing, the weighted-average portfolio yield is expected to be
at least 6.7%, which is one of the portfolio concentration limits
during the revolving period.

TRANSACTION COUNTERPARTIES

Santander is the account bank for the transaction. Based on
Morningstar DBRS' Long-Term Issuer Rating of A (high) on Santander,
the downgrade provisions outlined in the transaction documents and
other mitigating factors in the transaction structure, Morningstar
DBRS considers the risk arising from the exposure to the account
bank to be consistent with the credit ratings assigned to the Rated
Notes.

Santander is also the swap counterparty for the transaction.
Morningstar DBRS has a Long-Term Issuer Rating of A (high) on
Santander, which meets Morningstar DBRS' criteria with respect to
its role. The transaction also has downgrade provisions consistent
with Morningstar DBRS' criteria.

Morningstar DBRS' credit ratings on the Rated Notes address the
credit risk associated with the identified financial obligations in
accordance with the relevant transaction documents. The associated
financial obligations for each class of the Rated Notes are the
related Interest Amounts and Principal.

Morningstar DBRS' credit ratings do not address nonpayment risk
associated with contractual payment obligations contemplated in the
applicable transaction documents that are not financial
obligations.

Morningstar DBRS' long-term credit ratings provide opinions on risk
of default. Morningstar DBRS considers risk of default to be the
risk that an issuer will fail to satisfy the financial obligations
in accordance with the terms under which a long-term obligation has
been issued.

Notes: All figures are in euros unless otherwise noted.




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

APPLE INVEST: Collapses Into Administration
-------------------------------------------
Business Sale reports that Apple Invest Limited, an Essex-based
real estate firm, fell into administration last week, with Simon
Barriball and Sandra McAlister of McAlister & Co Insolvency
Practitioners appointed as joint administrators.

According to Business Sale, in the company's accounts for the year
to October 31, 2022, its fixed assets were valued at GBP10.8
million and current assets at GBP1.9 million, with net assets
amounting to GBP4.5 million.


BODY SHOP: Marks & Spencer, Next Among Potential Buyers
-------------------------------------------------------
Alessandro Carrara at Cosmetics Business reports that Marks &
Spencer and Next have expressed early interest in rescuing The Body
Shop, as an auction for the embattled beauty business begins.

According to Cosmetics Business, the Body Shop's administrator, FRP
Advisory, said it was "encouraged" by the bids from around 70
potential buyers.

Aurelius is reportedly among the interested parties, according to
The Times, as it prepares its own bid to regain ownership of The
Body Shop, Cosmetics Business notes.

It comes after FRP revealed in April it was mulling a company
voluntary arrangement (CVA) to rescue the brand, Cosmetics Business
states.

However, the administrator said at the time that it would proceed
with a sale of the business and its assets if the CVA could not be
agreed, Cosmetics Business relates.

Next previously approached FRP Advisory in February to purchase
assets of the Aurelius Group-owned beauty brand, Cosmetics Business
recounts.

The potential deal was met with obstacles, however, as The Body
Shop's brand and intellectual property (IP) assets were not part of
the administration process, Cosmetics Business discloses.

The Body Shop's UK and German businesses collapsed into
administration in February 2024, Cosmetics Business relays.

Its Denmark arm also filed for bankruptcy on Feb. 29, while its
French subsidiary fell into administration in April, Cosmetics
Business notes.

Reports also emerged that The Body Shop fell into administration
after its new owner failed to secure fresh funding following HSBC's
withdrawal of its line of credit, Cosmetics Business states.

HSBC withdrew its line of credit following The Body Shop's sale,
which contributed to a shortfall of at least GBP100 million,
Cosmetics Business discloses.

In the UK, 197 stores have closed as part of its restructuring
process, according to Cosmetics Business.


C X WEALTH: Goes Into Administration
------------------------------------
Business Sale reports that C X Wealth Limited, a financial
management firm based in London, fell into administration earlier
this month, with the Gazette confirming the appointment of Ben
Woodthorpe and Mark Supperstone of ReSolve Advisory as joint
administrators last week.

According to Business Sale, in the company's accounts for the year
to March 31, 2023, its total assets were valued at close to GBP22.6
million, but its debts meant that net assets amounted to just
GBP1.9 million.


CABLE & WIRELESS: Moody's Alters Outlook on 'Ba3' CFR to Negative
-----------------------------------------------------------------
Moody's Ratings has affirmed the corporate family rating of Cable &
Wireless Communications Limited (CWC) at Ba3. Moody's also affirmed
the Ba3 backed senior secured bank credit facilities ratings on
CORAL-US CO-BORROWER LLC (Coral-US) and Ba3 backed senior secured
notes and backed senior secured bank credit facility rating Sable
International Finance Limited (SIFL), and the B2 backed senior
unsecured ratings of C&W Senior Finance Limited. The outlook was
changed to negative from stable.  

RATINGS RATIONALE

The change in CWC's outlook to negative incorporates CWC's leverage
of 4.7x, as adjusted by Moody's, for the last twelve months ended
March 2024 and Moody's view that it will remain above 4x in the
next 12 to 18 months. Leverage peaked at 5.5x in 2020, and has
persistently been around 5x despite margin improvements. During the
same period, Moody's adjusted EBITDA margin expanded to 40.7% from
38.7%.

CWC's Ba3 corporate family rating (CFR) reflects its integrated
business model and leading market positions throughout the
Caribbean and Panama, which lead to strong profitability. The
company's Ba3 rating is also supported by the company's strong
liquidity position. Conversely, the rating is constrained by the
company's large exposure to emerging economies and the company's
tolerance to high leverage.

CWC expects to improve leverage starting in 2024 driven by EBITDA
improvements, mainly ARPU and subscriber growth and cost reduction
projects in CWC's Caribbean business; postpaid growth, full synergy
benefits and the lack of integration costs following market
consolidation in Panama. These initiatives should sustain and even
improve EBITDA margin above 40% leading to a leverage reduction in
line with Liberty Latin America Limited (LLA)'s public guidance of
3.5x net leverage at the consolidated level from 4.6x as of March
2024. Since CWC represents 59% of debt and 63% of LLA's EBITDA,
CWC's leverage must improve in order to reach LLA's public target.

CWC's liquidity is strong with $513.3 million in cash as of March
2024, supported by positive cash generation before dividends. Going
forward Moody's assumes that CWC liquidity will remain solid with
access to around $1 billion, that is in cash and committed lines.
The company has access to its fully available $650 million in
committed revolving credit facilities due in 2027 ($580 million at
the holding level and additional regional facilities totaling $70
million at subsidiary level). CWC does not face any large debt
maturity before 2027.

CWC is one of the three Latin American and Caribbean credit pools
owned by LLA. While CWC reaps some benefits from being part of a
wider group, the ownership by LLA also raises some risks. LLA,
which is a holding company and does not have operating activities,
may need to upstream cash from its subsidiaries to fund its
operating needs and growth in the region. Moody's assume that any
cash upstream will be subject to the company's leverage reduction
in line with LLA's public guidance of 3.5x net leverage.

The group has a springing maintenance covenant, which kicks in if
one-third or more of the RCF is drawn, under which it has a large
leeway. The covenant is a senior secured proportionate net leverage
ratio with a limit at 5.0x. As of March 2024, the company reported
a leverage of 3.9x.

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

A rating upgrade could be considered if leverage (Moody's-adjusted
debt/EBITDA) is comfortably sustained below 3.5x on a consolidated
basis; Moody's-adjusted EBITDA margin of at least 40%; and sound
positive free cash flow generation (FCF), all on a sustained
basis.

Quantitatively, a downgrade could occur if Moody's-adjusted
leverage is sustained above 4.5x by FYE 2024 or above 4.0x by 2025,
its EBITDA margin declines toward 35% on a sustained basis. CWC's
rating could be downgraded if its liquidity position weakens
significantly due to a large cash distribution to its parent
company in a way that it jeopardizes the company's liquidity or
requires additional debt.

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

Cable & Wireless Communications Limited (CWC) is a subsidiary of
Liberty Latin America Ltd (LLA). The company is an integrated
telecommunications provider offering mobile, broadband, video,
fixed-line, business, IT and wholesale services in Panama, Jamaica,
the Bahamas, Trinidad and Tobago, Barbados and other markets in the
Caribbean. For the 12 months that ended March 31, 2024, the company
generated revenue of $2.5 billion. As of the same date, CWC served
2.4 million revenue generating units (RGUs) through its fixed
network, which passes 2.7 million homes. The company also serves
3.8 million mobile subscribers.


CHAMBERLIN & HILL: Enters Administration After Rescue Bid Fails
---------------------------------------------------------------
Business Sale reports that West Midlands-based specialist castings
and engineering group Chamberlin Plc has appointed administrators
to its two trading subsidiaries.

Chamberlin & Hill Castings Ltd and Russell Ductile Castings Ltd
have been placed into administration after the group failed to
secure rescue funding in the wake of deteriorating trading,
Business Sale relates.

Raj Mittal and Benjamin Jones of FRP Advisory have been appointed
as joint administrators to the subsidiaries, which employ 129 staff
across sites in Walsall and Scunthorpe, with the businesses now set
to be wound down, Business Sale discloses.

The group was subject to a winding-up petition from its main power
supplier earlier this year, resulting in its shares being suspended
from trading on AIM in early May, Business Sale recounts.  The
following week, the company said it had been unable to secure the
required funding to continue operating, Business Sale notes.

According to Business Sale, Chamberlin experienced lower than
expected underlying demand during Q3 2023, while its profitability
and working capital were impacted by lower sales.  As a result, the
company instituted a cost-cutting strategy and price increases.

However, these measures failed to generate the necessary liquidity
and led to the group's share price dropping, Business Sale relays.
Administrators were appointed amid growing pressure from creditors
and the company's bank, with the majority of the workforce made
redundant and a small number retained to assist in an orderly
wind-down of the business, Business Sale states.


CHESHIRE PLC 2020-1: Moody's Ups GBP8.2MM F Notes Rating to Caa2
----------------------------------------------------------------
Moody's Ratings has upgraded the ratings of four notes in Cheshire
2020-1 Plc. The rating action reflects increased levels of credit
enhancement for the affected notes. Moody's affirmed the ratings of
the notes that had sufficient credit enhancement to maintain their
current ratings.

GBP190.1M Class A Notes, Affirmed Aaa (sf); previously on Jul 28,
2023 Affirmed Aaa (sf)

GBP10.6M Class B Notes, Affirmed Aa1 (sf); previously on Jul 28,
2023 Affirmed Aa1 (sf)

GBP5.9M Class C Notes, Upgraded to Aa2 (sf); previously on Jul 28,
2023 Upgraded to Aa3 (sf)

GBP5.9M Class D Notes, Upgraded to A1 (sf); previously on Jul 28,
2023 Upgraded to A3 (sf)

GBP8.2M Class E Notes, Upgraded to Baa3 (sf); previously on Jul
28, 2023 Upgraded to Ba2 (sf)

GBP8.2M Class F Notes, Upgraded to Caa2 (sf); previously on Jul
28, 2023 Affirmed Caa3 (sf)

RATINGS RATIONALE

The rating action is prompted by an increase in credit enhancement
available for the affected notes.

Increase in Available Credit Enhancement

Sequential amortization and a non-amortizing reserve fund led to
the increase in the credit enhancement available in this
transaction. For instance, the credit enhancement for Class C notes
affected by rating action increased to 22.44% from 18.08% since the
last rating action. The credit enhancement for Class D notes
increased to 18.26% from 14.65%. Lastly, the credit enhancement for
the Class E and F notes increased to 12.39% from 9.85%, and to
6.53% from 5.06% respectively.

The reserve fund is sized at 1.4% of the initial balance of Class A
to Z notes and is made up of the Class A liquidity reserve fund and
a general reserve fund. The general reserve fund is the difference
between the reserve fund and the Class A liquidity reserve. As the
liquidity reserve amortises over time, the general reserve fund
will be built up via the waterfall. The general reserve is
available to provide liquidity and credit enhancement for Class A
to Z notes.

Revision of Key Collateral Assumptions:

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

Although the performance has deteriorated during the last year,
with 90 days plus arrears standing at 11.17% of current pool
balance, the cumulative losses have been low and stable at 0.31% of
the original balance.

Moody's decreased the expected loss assumption to 3.45% as a
percentage of original pool balance from 4.51% due to better than
expected performance. The revised expected loss assumption
corresponds to 5.31% as a percentage of current pool balance.

Moody's also reassessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the MILAN Stressed Loss
assumption at 17.10%.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations methodology" published in October
2023.

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

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

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

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


CLEAN COLD: Goes Into Administration
------------------------------------
Business Sale reports that Clean Cold Power UK Limited, a clean
technology firm focused on commercialisation of Zero Emission
Transport Refrigeration Units (ZE-TRU), fell into administration
last month, with the Gazette confirming the appointment of Tommaso
Ahmad and Paul Bailey of Bailey Ahmad as joint administrators last
week.

In its most recent accounts, for the year to June 30, 2022, the
Croydon-based company's fixed assets were valued at GBP5.8 million
and current assets at GBP1.8 million, Business Sale discloses.
However, the company's debts at the time left it with total
liabilities of GBP11.4 million, Business Sale notes.


INTELLIGENT MONEY: Goes Into Administration
-------------------------------------------
Maria Nikolova at FX News Group reports that Intelligent Money Ltd
has entered into administration.

On May 28, 2024, the directors of Intelligent Money appointed
Richard Heis and Edward Boyle of Interpath Advisory as joint
administrators, FNG relates.  The joint administrators are
qualified insolvency practitioners.

Action taken prior to the appointment of the administrators has
ensured that the administration of SIPPs, Individual Saving
Accounts (ISAs) and General Investment Accounts (GIAs) is
transferred to another regulated firm, Quai Investment Services
Limited (Quai), so consumers can continue to contribute, withdraw,
and make investment decisions as before, FNG discloses.

According to FNG, the Financial Services Compensation Scheme (FSCS)
is now open to claims against Intelligent Money and will be
investigating whether there are any claims that meet their
qualifying conditions for compensation.

Intelligent Money Ltd is a self-invested personal pension (SIPP)
operator authorised and regulated by the UK Financial Conduct
Authority (FCA).


POLARIS PLC 2021-1: Moody's Affirms B3 Rating on GBP4.3MM Z Notes
-----------------------------------------------------------------
Moody's Ratings has upgraded the ratings of three notes in Polaris
2021-1 Plc. The rating action reflects increased levels of credit
enhancement for the affected notes. Moody's affirmed the ratings of
the notes that had sufficient credit enhancement to maintain their
current ratings.

GBP365.5M Class A Notes, Affirmed Aaa (sf); previously on Jul 22,
2021 Definitive Rating Assigned Aaa (sf)

GBP19.1M Class B Notes, Affirmed Aa2 (sf); previously on Jul 22,
2021 Definitive Rating Assigned Aa2 (sf)

GBP14.9M Class C Notes, Upgraded to Aa2 (sf); previously on Jul
22, 2021 Definitive Rating Assigned Aa3 (sf)

. GBP8.5M Class D Notes, Upgraded to Aa3 (sf); previously on Jul
22, 2021 Definitive Rating Assigned A2 (sf)

GBP6.4M Class E Notes, Upgraded to Baa1 (sf); previously on Jul
22, 2021 Definitive Rating Assigned Baa2 (sf)

GBP6.4M Class F Notes, Affirmed Ba2 (sf); previously on Jul 22,
2021 Definitive Rating Assigned Ba2 (sf)

GBP4.3M Class Z Notes, Affirmed B3 (sf); previously on Jul 22,
2021 Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

The rating action is prompted by decreased key collateral
assumptions, namely the portfolio Expected Loss (EL) due to better
than expected collateral performance, as well as an increase in
credit enhancement available for the affected notes.

Revision of Key Collateral Assumptions:

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

Although the performance has slightly deteriorated during the last
year, with 90 days plus arrears standing at 4.85% of current pool
balance, there are no recorded losses since closing.

Moody's decreased the expected loss assumption to 1.68% as a
percentage of original pool balance from 2.30% due to better than
expected performance. The revised expected loss assumption
corresponds to 3.34% as a percentage of current pool balance.

Moody's has also reassessed loan-by-loan information as a part of
its detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the MILAN Stressed Loss
assumption at 9.50%.

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available in this transaction. Moody's also notes that
on and after the step-up date in July 2025, the Notes will benefit
from a turbo feature, whereby any available excess spread will be
used to sequentially redeem their principal.

The credit enhancement for Classes C, D and E notes increased to
11.86%, 7.91% and 4.94% respectively, from 6.00%, 4.00% and 2.50%
since closing in July 2021.

Counterparty Exposure

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

Moody's considered how the liquidity available in the transaction
and other mitigants support continuity of note payments, in case of
servicer default, using the CR assessment as a reference point for
servicers. At closing and prior to the step-up date the liquidity
reserve fund is equal to 1.0% of the Class A and Class B notes
original balance. Prior to the step-up date the liquidity reserve
fund is non-amortising. After the step-up date the liquidity
reserve fund is equal to 1.0% of the outstanding balance of the
Class A notes and will amortise together with the Class A notes.
The liquidity reserve fund provides liquidity for the Class A notes
only. The notes ranking below Class A notes do not benefit from any
reserve fund and rely on the principal to pay interest mechanism,
which is in itself limited in certain circumstances, to support
timely payments of interest. Therefore, the ratings of Class B and
C notes are constrained by operational risk due to insufficient
liquidity.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations methodology" published in October
2023.

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

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

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

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


TAURUS UK 2021-5: Moody's Affirms B3 Rating on GBP41.7MM F Notes
----------------------------------------------------------------
Moody's Ratings has affirmed the ratings of six classes of Notes
issued by Taurus 2021-5 UK DAC:

GBP98.4M Class A Notes, Affirmed Aaa (sf); previously on Nov 16,
2021 Definitive Rating Assigned Aaa (sf)

GBP31.8M Class B Notes, Affirmed Aa3 (sf); previously on Nov 16,
2021 Definitive Rating Assigned Aa3 (sf)

GBP17.3M Class C Notes, Affirmed A3 (sf); previously on Nov 16,
2021 Definitive Rating Assigned A3 (sf)

GBP26.1M Class D Notes, Affirmed Baa3 (sf); previously on Nov 16,
2021 Definitive Rating Assigned Baa3 (sf)

GBP34.7M Class E Notes, Affirmed Ba3 (sf); previously on Nov 16,
2021 Definitive Rating Assigned Ba3 (sf)

GBP41.7M Class F Notes, Affirmed B3 (sf); previously on Nov 16,
2021 Definitive Rating Assigned B3 (sf)

RATINGS RATIONALE

The affirmation action reflects the stable performance of the
transaction. After the low occupancy level recorded during the
pandemic, since Q4 2022 the average occupancy levels exceeded 95%.
This increase was driven by the return of international students,
the decline in Houses for Multiple Occupation (HMO) and the
increase of student population driven by demographic trend. With
the UK student population currently at its highest ever level,
purpose-built student accommodation (PBSA) demand is set to remain
strong in 2024. Bed supply shortage has also impacted the rental
growth which is reflected in the steady increase in gross rental
income.

The refinancing risk of the securitised loan is increased,
primarily driven by a relatively low debt-yield of 7.9% and a high
Moody's loan-to-value (LTV). The borrower has just exercised its
final one-year extension option and the loan matures in May 2025.

The key parameters in Moody's analysis are the default probability
of the securitised loan (both during the term and at maturity) as
well as Moody's value assessment of the collateral. Moody's derives
from these parameters a loss expectation for the securitised loans.
Moody's total default risk assumption is medium/high for the loan.
The Moody's LTV of the securitised loan is 90.1%. Moody's has
applied a property grade of 1.5 for the portfolio (on a scale of 1
to 5, 1 being the best).

The key strengths of the transaction include: (i) the very good
quality of the collateral properties; (ii) strong demand
fundamentals for student housing in the UK; (iii) the portfolio's
geographic diversity and (iv) the experienced sponsor and asset
manager.

Challenges in the transaction include: (i) the high leverage as
indicated by Moody's LTV; (ii) the high dependence on international
students and (iii) non-sequential allocation of proceeds such that
senior notes have less cushion against increased concentration and
potential for adverse selection due to property sales.

Methodology Underlying the Rating Action:

The principal methodology used in these ratings was "Moody's
Approach to Rating EMEA CMBS Transactions" published in May 2021.

Factors that would lead to an upgrade or downgrade of the ratings:
Main factors or circumstances that could lead to an upgrade of the

ratings are generally: (i) an increase in the property values
backing the underlying loan or (ii) a decrease in the default
probability driven by improving loan performance or decrease in
refinancing risk.

Main factors or circumstances that would lead to a downgrade of the
ratings are generally: (i) a decline in the property values backing
the underlying loan; (ii) an increase in the default probability of
the loan and (iii) changes to the ratings of some transaction
counterparties.


THAMES WATER: Moody's Lowers Rating on GBP400MM Term Notes to C
---------------------------------------------------------------
Moody's Ratings has downgraded to C from Ca the backed senior
secured rating of the GBP400 million medium term notes due 2026,
issued by Thames Water (Kemble) Finance PLC (Kemble). Kemble's
outlook was changed to stable from negative.

RATINGS RATIONALE

The downgrade of Kemble's backed senior secured debt rating to C
from Ca reflects Moody's understanding that, on May 20, 2024, the
company missed its scheduled interest payment on the notes. This is
the first payment default on the rated instrument, but follows
previous missed interest and principal payments on debt at Kemble's
parent company Kemble Water Finance Limited in April.

Following an event of default, secured creditors of Kemble and its
parent Kemble Water Finance Limited (together the Kemble group),
including the bondholders, have the ability to take enforcement
action, including the enforcement of a pledge over the shares in
Thames Water Limited, or agree to a debt restructuring. Moody's
believes that Kemble creditors are unlikely to take any action
before there is greater clarity over the financial trajectory of
Thames Water Utilities Ltd. (Thames Water, corporate family rating:
Baa3 negative), the core operating subsidiary of the Kemble group.
Draft determinations, which will provide an early steer towards
proposed regulated tariffs for the next regulatory period starting
in April 2025, will be published in summer, and final
determinations are expected in December 2024.

Kemble's consolidated leverage currently stands at around 90% of
net debt to Thames Water's regulatory capital value (RCV). A Kemble
debt restructuring or sale (following enforcement of the share
pledge) at a substantial discount to the operating company's RCV
could result in a material loss for Kemble lenders. In addition,
the value of the Kemble security and the shares in Thames Water
Limited may be limited if either the security granted under the
operating company's financing arrangements were to be enforced
(subject to the conditions of Thames Water's documentation), or the
operating company became subject to a special administration
process. The C rating on the notes reflects that they currently
trade at a cash price in the single digits, which in turn indicates
a very low expected recovery.

RATING OUTLOOK

Kemble's outlook is stable. The company is in default and any
potential future restructuring process will take time to conclude.

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

Given significant uncertainty around any potential recovery
proceeds and the timing of these for Kemble lenders, Moody's does
not expect any upward rating pressure for the Kemble notes in the
near term.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Regulated Water
Utilities published in August 2023.

Thames Water (Kemble) Finance PLC (Kemble) is the financing
subsidiary of Kemble Water Finance Limited, which owns Thames Water
through intermediate holding companies including Thames Water
Limited. Kemble is ultimately owned by a consortium of national and
international infrastructure and pension funds, the largest being
OMERS (31.8%) and the Universities Superannuation Scheme (19.7%).



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