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

                          E U R O P E

          Friday, July 12, 2024, Vol. 25, No. 140

                           Headlines



B E L G I U M

MANUCHAR GROUP: S&P Affirms 'B' LongTerm ICR, Outlook Stable


G E R M A N Y

DOUGLAS SERVICE: Moody's Upgrades CFR to B1, Outlook Positive
NORIA DE 2024: Moody's Assigns (P)B2 Rating to Class F Notes


G R E E C E

PIRAEUS BANK: Moody's Hikes Deposit Ratings From Ba1, Outlook Pos.


I R E L A N D

ADAGIO CLO VII: Moody's Affirms B2 Rating on EUR12MM Class F Notes
ANCHORAGE CAPITAL 10: Fitch Assigns 'B-sf' Rating on Class F2 Notes
ANCHORAGE CAPITAL 10: S&P Assigns B-(sf) Rating on Cl. F-2 Notes
AQUEDUCT EUROPEAN 3-2019: Fitch Hikes Rating on Cl. F-R Notes to B
BAIN CAPITAL 2024-2: Fitch Assigns 'B-(EXP)sf' Rating on F-2 Notes

BARINGS EURO 2018-3: Moody's Cuts Rating on EUR10MM F Notes to Caa1
BNPP IP EURO 2015-1: Fitch Affirms BB- Rating on Class F-R Notes
CVC CORDATUS III: Fitch Affirms B+ Rating on Class F-R Notes
DILOSK RMBS 9: Moody's Assigns (P)B1 Rating to Class X1 Notes
HARVEST CLO XV: Fitch Affirms B+ Rating on Class F-R Notes

HARVEST CLO XXVIII: Moody's Assigns (P)B3 Rating to Cl. F-R Notes
JUBILEE CLO 2014-XI: S&P Raises Cl. E-R Notes Rating to 'BB+(sf)'
NEWHAVEN II: Fitch Alters Outlook on 'B+sf' Rating on Cl. F-R Notes
PENTA CLO 4: Fitch Affirms 'B+sf' Rating on Class F Notes
RRE 20 LOAN: Fitch Assigns 'BB-(EXP)sf' Rating on Class D Notes

SIG PLC: S&P Lowers ICR to 'B' on Neg. Cash Flow & Higher Leverage
SOUND POINT IV: Moody's Affirms B3 Rating on EUR8.95MM Cl. F Notes


I T A L Y

BCC NPLS 2018: Moody's Cuts Rating on EUR282MM Cl. A Notes to Caa1
FIBER BIDCO: Moody's Rates New EUR430MM Senior Secured Notes 'B2'
RINO MASTROTTO: Moody's Assigns First Time B2 Corp. Family Rating
RINO MASTROTTO: S&P Gives Prelim 'B' LongTerm ICR, Outlook Stable
SESTANTE FINANCE 4: S&P Affirms 'D(sf)' Rating on 3 Tranches



N E T H E R L A N D S

ACCELL GROUP: S&P Lowers ICR to 'CCC-' on Capital Structure Talks
SAMVARDHANA MOTHERSON: Moody's Puts Ba1 CFR on Review for Upgrade
SPRINT BIDCO: Fitch Lowers LongTerm IDR to CCC-, On Watch Negative
VTR FINANCE: Moody's Puts 'Caa1' CFR Under Review for Upgrade


N O R W A Y

NORDIC UNMANNED: Has Debt Restructuring Deal with Innovasjon Norge


S P A I N

IM CAJAMAR 4: Fitch Affirms 'CCCsf' Rating on Class E Notes


U K R A I N E

PROCREDIT BANK: Fitch Affirms 'CCC-/CCC' LongTerm IDRs


U N I T E D   K I N G D O M

AJA BOTANICALS: FRP to Lead Administration Proceedings
AKA SADLER BROWN: Leonard Curtis Appointed as Administrators
BLADON JETS UK: Kroll to Lead Administration Proceedings
CAUTA CAPITAL: CMB Partners Appointed as Administrators
CONNAUGHT SECURITY: Forvis Mazars Appointed as Administrators

ELVIS UK: S&P Affirms 'B' ICR on Resilient Operating Performance
FLUSH WASHROOMS: Leonard Curtis Tapped as Administrators
FTS MERIT: Forvis Mazars to Lead Administration Proceedings
MEADOWHALL FINANCE: S&P Affirms 'B+' Rating in Class M1 Notes
NORWICH FOOTWEAR: Van Dal Shoes Operator Placed in Administration

NUTSHELL SOFTWARE: FRP to Lead Administration Proceedings
RRE 20: S&P Assigns Prelim BB-(sf) Rating on Class D Notes
THELOYALTYCO.APP LTD: Leonard Curtis Named as Administrators
WE SODA: S&P Assigns 'BB-' LT Issuer Credit Rating, Outlook Stable
WHEEL BIDCO: Fitch Alters Outlook on 'B-' LongTerm IDR to Negative


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B E L G I U M
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MANUCHAR GROUP: S&P Affirms 'B' LongTerm ICR, Outlook Stable
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S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Belgium-based chemical distributor Manuchar Group B.V.
(Manuchar). At the same time, S&P lowered the recovery rating on
Manuchar's 'B' rated senior secured notes to '4' from '3',
reflecting its revised expectation of average recovery prospects of
30%-50% (rounded estimate: 40%).

The stable outlook reflects S&P's expectation that Manuchar will
improve its EBITDA over the next 12 months, resulting in adjusted
debt to EBITDA of 5.0x-5.5x at year-end 2024.

S&P said, "We expect an increase in EBITDA will improve Manuchar's
leverage in 2024, after a normalization in 2023. We forecast
strengthening EBITDA will improve adjusted debt to EBITDA to
5.0x-5.5x in 2024, compared with about 5.6x (excluding the SLS
business) in 2023. This indicates comfortable headroom, given that
we view leverage of 5.0x-6.5x as commensurate with the 'B' rating.
We expect an increase in adjusted EBITDA to $95 million-$105
million in 2024, from about $90 million (excluding the SLS
business) in 2023. The increase will result from higher gross
margins as selling prices have bottomed out and customer destocking
has come to an end, while the sale of higher-margin products to
higher-margin industries--such as crop, human, and animal
nutrition--is gradually picking up. Additionally, Manuchar benefits
from long-term bulk shipping contracts with its shipping partners
that contribute to the company's competitive advantages as maritime
tariffs are rising. Moreover, Manuchar launched cost-efficiency
programs and invested in bolt-on acquisitions during the past two
years, which will also contribute to earnings growth. In line with
our expectation, Manuchar's gross margins normalized in 2023, after
an exceptionally high level in 2022. The company suffered from
customer destocking and decreasing prices--especially in the second
half of 2023--which were further exacerbated by adverse market
conditions in Nigeria and Argentina. This, together with higher
development costs related to digitalization, resulted in an about
$20 million lower underlying EBITDA than we had previously
expected."

High growth investments will constrain cash flow generation over
2024-2025, while the currently strong cash balance--supported by an
equity injection in 2023--provides sufficient liquidity buffer for
higher capital expenditure (capex) and acquisitions. S&P said, "We
expect Manuchar's reported free operating cash flow (FOCF) will
remain constrained over 2024-2025 due to high capex for growth
projects and normalizing working capital outflows. FOCF reached $99
million in 2023, on the back of a $128 million working capital
release, which is not recurring. Following acquisitions of about
$21 million in 2022, the company invested another $35 million in
acquisitions in 2023, of which $25 million were financed by an
equity injection. Manuchar's cash balance was high at $76 million
at year-end 2023. We expect the company will gradually invest
excess cash in growth capex and further bolt-on acquisitions."

The carve-out of the SLS business is broadly credit neutral.On July
31, 2023, Manuchar carved out the SLS business from the chemical
distribution business. The SLS business is now positioned next to,
and at the same level as, Manuchar but outside the restricted group
for the EUR350 million senior secured notes. S&P said, "Despite the
arrangement of a separate financing structure and an effective
ring-fencing of the notes' restricted group from the SLS business,
we consider the SLS business in our rating analysis for Manuchar
through our group rating methodology. This is because Manuchar and
the carved-out SLS business are owned by the same shareholder, LSF
11 Magpie Investments S.a.r.l, ultimately held by Lone Star Funds,
and there is no full operational independence between the two.
Given the relatively small size of the SLS business, which has
historically contributed about 15% to the combined group's EBITDA,
we view Manuchar as a core entity of the group and as key to the
group credit profile. We do not factor in any support from the
group and do not expect any uplift to Manuchar's stand-alone credit
profile due to group support. The reorganization removes about $28
million in EBITDA, as well as $138 million in on- and off-balance
sheet factoring and transaction funding liabilities from Manuchar
as of June 2023. We estimate the carve-out will have a limited
positive effect on Manuchar's adjusted leverage. More importantly,
we do not expect that Manuchar will provide any financial support
to the SLS business through the same parent company (LSF 11 Magpie
Investments S.a.r.l, ultimately held by Lone Star Funds) over the
next 12 months, which could lead to a deterioration of Manuchar's
credit profile."

S&P said, "We view the carve-out of the SLS business as slightly
negative for Manuchar's business risk profile. The carve-out will
reduce Manuchar's size and diversification but improve its margins,
given the low-risk, low-margin nature of the SLS business. We note
that Manuchar has shipped goods for the SLS business on vessels
that the company's chemical distribution business chartered for the
transport of chemicals. This enabled the company to optimize
maritime shipping costs by combining goods in a single shipment and
therefore increasing margins. According to management, the overlap
in the customer base is very low. We factor into the rating that
the current arrangement of sharing bulk shipping will not change in
the foreseeable future, given that the maintenance of the status
quo is in the interest of both parties.

"The stable outlook reflects our view that Manuchar will continue
to deliver its business strategy and maintain healthy
profitability. We anticipate that EBITDA will improve over the next
12 months, with adjusted debt to EBITDA of 5.0x-5.5x in 2024."

S&P could lower the rating on Manuchar if:

-- Leverage weakens and approaches adjusted debt to EBITDA of
6.5x, for example due to a weaker-than-anticipated operational
performance, major margin pressure amid increased competition, or
failure to capture growth from capital investments;

-- Continuously negative FOCF leads to a deterioration in
liquidity;

-- Manuchar and its sponsor follow a more aggressive financial
policy with regard to capex, acquisitions, or shareholder returns;
or

-- The shareholder upstreams cash from Manuchar to support the SLS
business, leading to much weaker credit metrics at Manuchar.

S&P could raise the rating if:

-- Adjusted debt to EBITDA remains sustainably below 5x;

-- FOCF remains consistently above $50 million; and

-- Manuchar's management and financial sponsor demonstrate a
strong commitment to maintain credit metrics at a level that is
commensurate with a higher rating.




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G E R M A N Y
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DOUGLAS SERVICE: Moody's Upgrades CFR to B1, Outlook Positive
-------------------------------------------------------------
Moody's Ratings has upgraded the long-term corporate family rating
of beauty retailer Douglas Service GmbH (Douglas or the company) to
B1 from B3. Moody's has also upgraded the company's probability of
default rating to B1-PD from B3-PD. Concurrently Moody's has
withdrawn the B2 ratings on the backed senior secured bank credit
facilities issued by Douglas Service GmbH, Groupe Douglas France
SAS, Kirk Beauty Netherlands Holding B.V., Groupe Nocibe SAS, and
Parfumerie Douglas International GmbH, which have been repaid. The
outlook on Douglas Service GmbH is positive. The outlook on Groupe
Douglas France SAS, Groupe Nocibe SAS, Kirk Beauty Netherlands
Holding B.V., Parfumerie Douglas International GmbH has been
withdrawn. Previously, the ratings were on review for upgrade.

The rating action follows the completion of an initial public
offering (IPO) on the Frankfurt Stock Exchange by Douglas AG, the
parent of Douglas Service GmbH, in March 2024 and the repayment in
full of the company's approximately EUR2.6 billion of debt,
including EUR674 million senior secured term loan B (TLB) due March
2026, EUR1,305 million senior secured notes due April 2026 and
EUR567 million senior PIK notes due October 2026. The existing debt
has been repaid using proceeds from the IPO alongside the issuance
of new EUR1.6 billion bank term debt which is not rated by Moody's,
and an equity injection of EUR300 million by the former sole
shareholders CVC Capital Partners and the Kreke family.

Following the transaction and this rating action, the remaining
ratings, including the CFR and PDR, will also be withdrawn.

The rating action reflects the closing of the company's refinancing
transaction on 15 April 2024, which resulted in a meaningful
leverage reduction and an improved liquidity profile. As a result,
the upgrade to B1 was also driven by the company's financial
strategy and risk management, which are governance considerations
under Moody's General Principles for Assessing Environmental,
Social and Governance Risks methodology.

This rating action concludes the review for upgrade initiated by
Moody's on March 14, 2024.

RATINGS RATIONALE

The rating action reflects Douglas' IPO, which leads to a material
deleveraging, boosts the company's financial flexibility through
its access to public equity markets, and improves its liquidity
profile.

Through the public listing completed, the company raised around
EUR850 million of primary proceeds together with a EUR300 million
equity contribution from existing shareholders, CVC Capital
Partners and the Kreke family. The company also secured a new
EUR1.6 billion bank debt financing, which includes a term loan
facility of EUR800 million due 2029, a bridge facility of EUR450
million due in 12 months (with two extension options of 6 months
each) and a EUR350 million revolving credit facility (RCF). The IPO
proceeds together with the new financing package and cash on
balance sheet have been used to repay Douglas' outstanding debt for
a total of EUR2.6 billion.

Following this transaction, the company's financial debt has
significantly reduced from EUR2.6 billion to EUR1.3 billion. This
has led to a meaningful reduction in the Moody's-adjusted debt to
EBITDA ratio to around 3.3x, as estimated by the rating agency and
pro-forma for the refinancing, compared to 5.0x as of December 31,
2023. Moody's anticipates further de-leveraging in the next 12-18
months as the company's retail expansion strategy together with
still supportive consumer spending on beauty products, as seen in
recent months this year, will continue to drive earnings growth.

The upgrade to B1 also reflects the significant improvement in the
company's interest cover ratio. With the company's large debt
reduction, Moody's estimates that Douglas' annual interest charges
will reduce by around EUR100 million. As such, Moody's expects the
company's interest cover (calculated as Moody's-adjusted [EBITDA -
capex]/interest expense) to increase above 2.5x compared to only
1.3x previously. The reduced interest payments will also boost the
company's free cash flow (FCF), which was limited in the past,
impaired by low profitability, restructuring charges and high
interest payments. Following the completion of the company's
network restructurings made in the last five years, Douglas' retail
operations, including online, are more efficient and more
profitable. This, coupled with lower financial charges will support
positive FCF going forward, which Moody's expects to improve to at
least EUR120 million per year (compared to less than EUR50 for
fiscal 2023), corresponding to around 5% of gross debt, before any
potential dividend payments.

Douglas' B1 CFR factors in (i) the company's good financial
performance since 2022, as positive customer demand and network
restructurings made in the last five years translate into more
profitable retail operations, (ii) its modest leverage following
the completion of the IPO in March 2024, also supported by earnings
growth and margin improvement in recent years, (iii) its strong
market position and significant scale in the European premium
beauty retail sector, (iv) the positive demand dynamics of the
sector compared with other discretionary retail segments, and (v)
its positive FCF and good liquidity.

The rating is however constrained by (i) the company's exposure to
discretionary spendings, despite the fact that beauty products tend
to be more stable than other discretionary products, (ii) its
exposure to intense competition in the sector and weak consumer
sentiment, which could constrain further earnings and margin
progression, and (iii) its highly seasonal business, implying large
working capital swings throughout the year.

LIQUIDITY

Douglas' liquidity profile improved substantially following the
completion of its IPO and the refinancing of its debt due 2026. Pro
forma the refinancing transaction, Douglas has improved its debt
maturity profile, with most of its new bank debt now due in 2029.
While the company's new bank debt includes a bridge debt of EUR450
million due in 12 months, this bridge facility contains two
extension options of 6 months each.

Douglas retains good liquidity following the IPO, supported by a
new EUR350 million RCF, compared to EUR170 million previously,
drawn for EUR50 million at closing. Moody's estimates the company's
pro forma cash balance at around EUR450 million as at December
2023. Free cash flows are expected to be positive following the
substantial reduction in interest payments, with Moody's-adjusted
FCF to gross debt expected at around 5% in the next 12-18 months,
before any dividends. Moody's cautions that FCFs might be impaired
by future dividend payments. The company intends to start paying
dividends of up to 40% of net income once net leverage reduces to
around 2.0x (compared to around 2.7x currently, post-IPO).  

RATIONALE FOR POSITIVE OUTLOOK

The positive outlook reflects Moody's expectation that demand for
Douglas' beauty products will sustain in the next 12-18 months,
despite the mild consumer spending environment, which will support
revenues and earnings growth the next 12-18 months. The positive
outlook also assumes that Douglas will progressively improve its
FCF and will demonstrate a balanced financial policy including good
liquidity under its new publicly listed status.

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

Positive pressure on the ratings could materialise if (i) there is
a sustained positive operating performance, with continued growth
in revenue and profitability, despite the weak consumer environment
in Europe and still high cost inflation, (ii) Douglas'
Moody's-adjusted debt/EBITDA is below 3.5x on a sustained basis,
(iii) its Moody's-adjusted EBITDA minus capex/interest expense
remains sustainably above 2.5x, and (iv) its FCF is sustained in
the mid-to-high single digits of Moody's-adjusted gross debt. An
upgrade would also require some evidence of a track record of
prudent and transparent financial policy as a public group.

Negative pressure on the rating could materialise if (i) the
company's operating performance deteriorates as a results of weaker
consumer spending or weaker operational execution, (ii) its FCF
becomes negative or remains limited for an extended period, in low
single-digits as a percentage of Moody's-adjusted gross debt, (iii)
its Moody's-adjusted EBITDA minus capex/interest expense weakens
below 2.0x or (iv) its leverage approaches 4.5x. Negative pressure
would also build up in case of liquidity deterioration or more
aggressive financial policy.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Retail and
Apparel published in November 2023.

COMPANY PROFILE

Douglas Service GmbH, headquartered in Düsseldorf, Germany, is a
leading premium beauty platform in Europe, offering a large
assortment of beauty and lifestyle products through online, stores
and a beauty partner programme. It is present in 26 European
countries and had a network of 1,867 points of sale as of December
31, 2023, of which 131 were franchised stores. Online sales
represented 33% of the company's total sales in the 12 months that
ended December 31, 2023.

Following a public listing in March 2024, CVC Capital Partners has
a 54% stake in Douglas AG, while the founders, the Kreke family,
retains around 10% of the share capital. The company generated
EUR4.2 billion of revenue and EUR765 million of EBITDA (as adjusted
by the company, post IFRS 16) in the 12 months that ended December
31, 2023. As at early May 2024, Douglas AG had a market
capitalisation of around EUR2.4 billion.


NORIA DE 2024: Moody's Assigns (P)B2 Rating to Class F Notes
------------------------------------------------------------
Moody's Ratings has assigned the following provisional ratings to
Notes to be issued by Noria DE 2024 (the "Issuer"):

EUR[ ]M Class A Asset Backed Notes due February 2043, Assigned
(P)Aaa (sf)

EUR[ ]M Class B Asset Backed Notes due February 2043, Assigned
(P)Aa1 (sf)

EUR[ ]M Class C Asset Backed Notes due February 2043, Assigned
(P)A2 (sf)

EUR[ ]M Class D Asset Backed Notes due February 2043, Assigned
(P)Baa3 (sf)

EUR[ ]M Class E Asset Backed Notes due February 2043, Assigned
(P)Ba3 (sf)

EUR[ ]M Class F Asset Backed Notes due February 2043, Assigned
(P)B2 (sf)

Moody's have not assigned a rating to the Class G Asset Backed
Notes due February 2043 amounting to EUR[ ]M.

RATINGS RATIONALE

The transaction is a 11-month revolving cash securitisation of
consumer loan receivables extended by BNP Paribas S.A. German
branch, owned by BNP Paribas (Aa3/P-1; Aa3(cr)/P-1(cr)), to
obligors located in Germany. The borrowers use the loans for
several purposes, such as home improvements, purchasing of goods
and other general purposes. The servicer is also BNP Paribas S.A.
German branch.

The initial portfolio consists of personal loans originated by BNP
Paribas S.A. German branch through its branches with direct
marketing activities, through point of sale loans offered by
business partners as well as through price comparison platforms.
The balance of the portfolio, as of May 31, 2024, corresponds to
approximately EUR806 million, for a total number of 71,804 loans.
The tenor of the loans varies from less than 1 year up to 10 years.
The weighted-average seasoning is 18.8 months. All loans are
standard German amortising loans with equal, fixed instalments.

The transaction benefits from credit strengths, such as (i) the
granularity of the portfolio, (ii) the financial strength of the
originator, and (iii) the fact that all loans are fully amortising
without any balloon payments.

In addition, the transaction contains structural features, such as:
(i) an amortising liquidity reserve support sized at 1.5% of the
aggregate amount outstanding of the Classes A to F Notes,
amortising up to a floor of 0.5% of the initial balance of Classes
A to F Notes, (ii) principal to pay interest mechanism for the
Notes, (iii) a daily sweep of collections to the Issuer account
that partially mitigates the risk of commingling, and (iv)
significant excess spread at closing. In addition to the amortising
liquidity reserve, there will also be a non-amortising Swap Reserve
Account equal to 3.0% of the aggregate amount outstanding of the
Class A to G Notes at closing, which will be used by the Issuer to
pay any upfront fees due and payable to the Swap Counterparty under
each Swap Agreement on the closing date.

Moody's note that the transaction features some credit weaknesses,
such as: (i) the fact that the pool is revolving for 11 months,
which could lead to an asset quality drift, although this is
mitigated to some extent by the portfolio concentration limits,
(ii) pro-rata payments on Classes A to G Notes from the first
payment date, and (iii) an interest rate mismatch as all the loans
are fixed-rate, whereas the Notes are floating-rate. The interest
rate mismatch is mitigated by a fixed-to-floating balance
guaranteed interest rate swap hedging coupon payments for Classes A
to G Notes. Pro-rata payment scheme will cease after the sequential
redemption events are triggered.  

Moody's determined the portfolio lifetime expected defaults of
9.0%, expected recoveries of 20% and portfolio credit enhancement
("PCE") of 21% related to borrower 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 us 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 to rate Consumer ABS.

Portfolio expected defaults of 9.0% are higher than 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, split by
new and used vehicles, personal loans and other special purpose
loans; (ii) benchmarking with other similar transactions; and (iii)
other qualitative considerations, such as the 11-month revolving
period and the related portfolio concentration limits.

Portfolio expected recoveries of 20% 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, split by
new and used vehicles, personal loans and other special purpose
loans; (ii) the unsecured nature of the consumer loans in Germany;
and (iii) benchmarking with other similar transactions.

PCE of 21% is higher 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 21% results in an implied
coefficient of variation ("CoV") of 28.2%.

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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G R E E C E
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PIRAEUS BANK: Moody's Hikes Deposit Ratings From Ba1, Outlook Pos.
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Moody's Ratings has upgraded the long- and short-term deposit
ratings of Piraeus Bank S.A. to Baa3/P-3 from Ba1/NP, its long-term
senior unsecured rating by two notches to Baa3 from Ba2, as well as
the standalone Baseline Credit Assessment (BCA) and Adjusted BCA of
the bank to ba2 from ba3. The bank's long- and short-term
Counterparty Risk Ratings (CRR) were upgraded to Baa2/P-2 from
Baa3/P-3 and its long- and short-term Counterparty Risk Assessments
(CR Assessment) were affirmed at Baa3(cr)/P-3(cr), while its
long-term senior unsecured MTN program ratings were upgraded to
(P)Baa3 from (P)Ba2 and the subordinate (Tier 2) MTN program
ratings were upgraded to (P)Ba3 from (P)B1.

In addition, Piraeus Financial Holdings S.A.'s long-term issuer
ratings were upgraded to Ba2 from Ba3, as well its senior unsecured
MTN program ratings were upgraded to (P)Ba2 from (P)Ba3. In
addition, the holding company's long-term subordinate (Tier 2) debt
rating was upgraded to Ba3 from B1, and its subordinate MTN program
ratings were also upgraded to (P)Ba3 from (P)B1. The holding
company's preferred stock non-cumulative (Additional Tier 1 notes)
rating was upgraded to B2 (hyb) from B3 (hyb) and the short-term
issuer ratings were affirmed at NP. The outlook for the senior
unsecured debt and long-term deposit ratings of Piraeus Bank
remains positive following its ratings upgrade, as well as the
outlook for the holding company's long-term issuer ratings remains
positive.

RATINGS RATIONALE

BCA UPGRADE DRIVEN BY STRONGER FINANCIAL FUNDAMENTALS AND
EXPECTATION FOR MORE IMPROVEMENTS GOING FORWARD

The BCA of Piraeus Bank was upgraded to ba2 from ba3, taking into
consideration the significant de-risking of its balance sheet with
the bank's non-performing loans (NPE) ratio declining to 3.5% in
March 2024 from 6.6% in March 2023, following the implementation of
its clean-up plan, combined with an increased NPE provisioning
coverage of 60.2%. The upgrade reflects the bank's successful track
record in executing its ambitious plan to improve asset quality to
levels commensurate to its local and European peers. Piraeus Bank
has around EUR0.7 billion of net credit claims from the Greek state
that relate to government-guaranteed delinquent loans, which the
bank classifies as other assets and are not included in its stock
of NPEs (EUR1.3 billion as of March 2024). Moody's expect the
gradual repayment of these loans from the government in the next
2-3 years, although in the meantime Moody's also understand that
the bank will need to cover any provisions shortfall through
capital deductions.

Strong core operating profitability in 2023-24, and favourable
prospects going forward is another factor driving Piraeus Bank's
BCA upgrade. The bank has demonstrated its strong underlying
profitability, with its normalized profit in the first quarter 2024
increasing by 37% year-on-year, which combined with tight
management of operating expenses lead to a cost-to-core income
ratio of 29% in March 2024. Moody's also note the bank's strong fee
and commission income contribution, which is proportionally one of
the highest among its local peers and increased by 19% year-on-year
in the first quarter 2024.

The bank has strengthened its capital metrics through organic
capital generation, with a pro-forma common equity Tier 1 (CET1)
ratio of 13.7% in March 2024 compared to 12.2% in March 2023.
However, given the bank's sizeable level of deferred tax credits
(DTCs) amounting to EUR3.3 billion, comprising 72% of its CET1
capital, Moody's believe that its tangible loss absorbing buffer
remains weaker than its local peers.

Lastly, Piraeus Bank's favourable funding profile, with customer
deposits comprising 76% of total liabilities (including equity) and
net loans-to-deposits ratio of 62% in March 2024, has also been
supportive to its credit profile.

ADVANCED LOSS GIVEN FAILURE (LGF) ANALYSIS POINTS TO LOWER LOSSES
FOR SENIOR DEBT CREDITORS

Piraeus Bank's Baa3 long-term deposit ratings are positioned two
notches above its BCA indicating very low losses in a resolution
scenario based on Moody's Advanced Loss Given Failure (LGF)
analysis. The bank's Baa3 long-term senior unsecured debt rating
was upgraded by two notches to Baa3 from Ba2, driven by both the
BCA upgrade and also from the issuance of additional bail-in-able
instruments issued to meet its minimum requirement for own funds
and eligible liabilities (MREL), providing a greater loss absorbing
cushion to senior creditors and depositors.

POSITIVE RATING OUTLOOK MAINTAINED

The positive outlook on the long-term deposit and senior unsecured
ratings is maintained, reflecting Moody's expectation that Piraeus
Bank will continue to improve its credit profile in the next 12-18
months. The bank is likely to increase further its earnings and
capital levels, and will reduce its problem loans including its
government-guaranteed delinquent loans. These factors exert upward
pressure on the bank's BCA (ba2), which is still positioned one
notch lower than the Government of Greece rating (Ba1 stable).

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

The deposit and senior debt ratings could be upgraded if there is
any further improvement in the bank's tangible capital metrics and
asset quality, while it maintains solid profitability and complies
with its MREL requirements. These trends will improve its solvency
and loss absorbing capacity.

Given the current positive outlook on the long-term deposit and
senior unsecured ratings, a downgrade is unlikely at this point.
However, Piraeus Bank's ratings could be downgraded in the event of
a sharp increase in its new NPEs formation, or in case it does not
meet its capital projections going forward. Any deterioration in
the operating environment will also exert downward pressure on the
bank's ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in March 2024.




=============
I R E L A N D
=============

ADAGIO CLO VII: Moody's Affirms B2 Rating on EUR12MM Class F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Adagio CLO VII Designated Activity Company:

EUR24,400,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Upgraded to Aaa (sf); previously on Nov 8, 2022 Upgraded to
Aa1 (sf)

EUR10,600,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Upgraded to Aaa (sf); previously on Nov 8, 2022 Upgraded to Aa1
(sf)

EUR5,600,000 Class C-1 Deferrable Mezzanine Floating Rate Notes
due 2031, Upgraded to A1 (sf); previously on Nov 8, 2022 Affirmed
A2 (sf)

EUR26,400,000 Class C-2 Deferrable Mezzanine Floating Rate Notes
due 2031, Upgraded to A1 (sf); previously on Nov 8, 2022 Affirmed
A2 (sf)

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

EUR248,000,000 (current outstanding balance EUR242,044,484) Class
A Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Nov 8, 2022 Affirmed Aaa (sf)

EUR21,400,000 Class D Deferrable Mezzanine Floating Rate Notes due
2031, Affirmed Baa2 (sf); previously on Nov 8, 2022 Affirmed Baa2
(sf)

EUR23,600,000 Class E Deferrable Junior Floating Rate Notes due
2031, Affirmed Ba2 (sf); previously on Nov 8, 2022 Affirmed Ba2
(sf)

EUR12,000,000 Class F Deferrable Junior Floating Rate Notes due
2031, Affirmed B2 (sf); previously on Nov 8, 2022 Affirmed B2 (sf)

Adagio CLO VII Designated Activity Company, issued in September
2018, 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 B-1, Class B-2, Class C-1 and
Class C-2 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, Class D, Class E
and Class F 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.

Key model inputs:

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: EUR387,421,008

Defaulted Securities: EUR3,100,000

Diversity Score: 59

Weighted Average Rating Factor (WARF): 3022

Weighted Average Life (WAL): 3.84 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.81%

Weighted Average Coupon (WAC): 4.02%

Weighted Average Recovery Rate (WARR): 44.47%

Par haircut in OC tests and interest diversion test:  none

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

Moody's notes that the April 2024 [1] trustee report was published
at the time it was completing its analysis of the March 2024 [2]
data. Key portfolio metrics such as WARF, diversity score, weighted
average spread and life, and OC ratios exhibit little or no change
between these dates. Of the incremental EUR11.4 million of
principal proceeds reported in March 2024 [2], EUR4.51 million was
a scheduled payment which had been incorporated in Moody's model
runs, and the residual EUR6.8 million has no material impact on
Moody's analysis.

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

-- 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.


ANCHORAGE CAPITAL 10: Fitch Assigns 'B-sf' Rating on Class F2 Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Anchorage Capital Europe CLO 10 DAC
final ratings.

   Entity/Debt              Rating           
   -----------              ------           
Anchorage Capital
Europe CLO 10 DAC

   A XS2828839618       LT AAAsf  New Rating

   B-1 XS2828839881     LT AAsf   New Rating

   B-2 XS2828840038     LT AAsf   New Rating

   C XS2828840384       LT Asf    New Rating

   D XS2828840467       LT BBB-sf New Rating

   E XS2828840541       LT BB-sf  New Rating

   F1 XS2828841192      LT B+sf   New Rating

   F2 XS2828841275      LT B-sf   New Rating

   Subordinated Notes
   XS2828841358         LT NRsf   New Rating

TRANSACTION SUMMARY

Anchorage Capital Europe CLO 10 DAC is a securitisation of mainly
senior secured obligations (at least 90%) with a component of
unsecured senior loans, unsecured senior bonds, second-lien loans,
first-lien last-out loans, mezzanine obligations and high-yield
bonds. Net proceeds from the notes issuance have been used to fund
a portfolio with a target par of EUR400 million. The portfolio is
actively managed by Anchorage CLO ECM, L.L.C. The transaction has a
five-year reinvestment period and an eight-year weighted average
life test (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor (WARF) of the
identified portfolio is 24.9.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate (WARR) of the identified portfolio
is 62.9%.

Diversified Asset Portfolio (Positive): The transaction includes
two Fitch test matrices that are effective at closing. These
correspond to a top-10 obligor concentration limit of 22%, two
fixed-rate asset limits at 7.5% and 12.5% and an eight-year WAL. It
has another two matrices, corresponding to the same limits but a
nine-year WAL, which can be selected by the manager within one year
after closing, provided that Fitch collateral quality tests are
satisfied and the collateral principal balance (including defaulted
obligations at Fitch collateral value) is above the reinvestment
target par.

The transaction also has various concentration limits of the
portfolio, including a maximum exposure to the three largest
Fitch-defined industries at 42.5%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year on the step-up date, which can be one year after
closing at the earliest. The WAL extension is subject to the same
conditions for a matrix switch unless the transaction is being
managed under the nine-year WAL matrices.

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

Cash Flow Modelling (Neutral): The WAL used for the Fitch-stressed
portfolio analysis and matrices analysis is 12 months less than the
WAL covenant at the issue date, to account for the strict
reinvestment conditions envisaged by the transaction after its
reinvestment period. These include, among others, passing both the
coverage tests and the Fitch 'CCC' maximum limit, as well as a WAL
covenant that progressively steps down over time, both before and
after the end of the reinvestment period. Fitch believes these
conditions would reduce the effective risk horizon of the portfolio
during the stress period.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class A notes
and would lead to downgrades of no more than one notch for the
class B, C, D and E notes and two notches for the class F-1 notes,
and to below 'B-sf' for the class F-2 notes.

Downgrades, which are based on the identified portfolio, may occur
if the loss expectation is larger than initially assumed, due to
unexpectedly high levels of default and portfolio deterioration.
Due to the better metrics and shorter life of the identified
portfolio than the Fitch-stressed portfolio, the class B, C, D, E
and F-2 notes display a rating cushion of two notches while the
class F-1 notes have three notches. The class A notes are at the
highest achievable rating and therefore have no rating cushion.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of up to
four notches for the class A, B and C notes, three notches for the
class D notes and to below 'B-sf' for the class E, F-1 and F-2
notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to three notches for the
rated notes, except for the 'AAAsf' rated notes.

During the reinvestment period upgrades, based on the
Fitch-stressed portfolio, may occur on better-than-expected
portfolio credit quality and a shorter remaining WAL test, allowing
the notes to withstand larger-than-expected losses for the
remaining life of the transaction. After the end of the
reinvestment period, upgrades may result from stable portfolio
credit quality and deleveraging, leading to higher credit
enhancement and excess spread to cover losses in the remaining
portfolio.

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

Fitch does not provide ESG relevance scores for Anchorage Capital
Europe CLO 10 DAC. In cases where Fitch does not provide ESG
relevance scores in connection with the credit rating of a
transaction, programme, instrument or issuer, Fitch will disclose
in the key rating drivers any ESG factor which has a significant
impact on the rating on an individual basis.


ANCHORAGE CAPITAL 10: S&P Assigns B-(sf) Rating on Cl. F-2 Notes
----------------------------------------------------------------
S&P Global Ratings assigned its credit ratings to Anchorage Capital
Europe CLO 10 DAC's class B-1 to F-2 European cash flow CLO notes.
At closing, the issuer also issued unrated class A and subordinated
notes.

Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will permanently switch to semiannual payments.

The portfolio's reinvestment period ends approximately five years
after closing, and its non-call period ends two years after
closing.

The ratings reflect S&P's assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which is bankruptcy remote.

-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.

  Portfolio benchmarks

  S&P Global Ratings' weighted-average rating factor    2,816.93

  Default rate dispersion                                 509.91

  Weighted-average life (years)                             4.67

  Weighted-average life (years) extended
  to cover the length of the reinvestment period            5.05

  Obligor diversity measure                               119.70

  Industry diversity measure                               18.48

  Regional diversity measure                                1.19


  Transaction key metrics

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                             B

  'CCC' category rated assets (%)                           1.70

  Target 'AA' weighted-average recovery (%)                46.34

  Modelled 'AA' weighted-average recovery (%)              46.34

  'AA' weighted-average recovery (%) – unidentified assets 45.00

  Target weighted-average spread (net of floors; %)         3.94

  weighted-average spread (net of floors; %)
   – identified assets                                      3.94

  Modelled weighted-average coupon (%)                      5.00

  Unidentified assets (% of target par)                     1.13


Rationale

S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'. The portfolio is well-diversified as of the closing date,
primarily comprising broadly syndicated speculative-grade senior
secured term loans and senior secured bonds. Therefore, we have
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR400 million target par
amount, the actual weighted-average spread (3.94%), the covenanted
weighted-average coupon (5.00%), and the target weighted-average
recovery rates at all rating levels, as indicated by the collateral
manager. We applied various cash flow stress scenarios, using four
different default patterns, in conjunction with different interest
rate stress scenarios for each liability rating category.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-1 to E notes benefits from
break-even default rate and scenario default rate cushions that we
would typically consider commensurate with higher ratings than
those assigned. However, as the CLO is still in its reinvestment
phase, during which the transaction's credit risk profile could
deteriorate, we have capped our ratings assigned to the notes. The
class F-1 and F-2 notes can withstand stresses commensurate with
the assigned ratings.

"Until the end of the reinvestment period on July 22, 2029, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating, and it compares that with
the current portfolio's default potential plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager may through trading deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained."

Following the end of the reinvestment period, certain assets can be
substituted as long as they meet the reinvestment criteria. One of
the provisions in the post-reinvestment criteria requires the
portfolio manager to assess if the portfolio's SDR is same or
better in comparison with the SDRs before such a trade. As these
SDRs are tested at the 'AA' rating category, the maximum potential
rating on the notes is 'AA'.

S&P said, "Under our structured finance sovereign risk criteria,
the transaction's exposure to country risk is sufficiently
mitigated at the assigned ratings as of the closing date.

"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.

"The transaction's legal structure and framework is bankruptcy
remote. The issuer is a special-purpose entity that meets our
criteria for bankruptcy remoteness.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe our ratings are
commensurate with the available credit enhancement for the class
B-1 to F-2 notes.

"In addition to our standard analysis, to provide an indication of
how rising pressures among speculative-grade corporates could
affect our ratings on European CLO transactions, we have also
included the sensitivity of the ratings on the class B-1 to F-1
notes based on four hypothetical scenarios.

"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-2 notes."

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities, including, obligors deriving revenue from
certain industries like production of palm oil, affecting animal
welfare etc. Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

  Ratings
                       AMOUNT                      CREDIT
  CLASS    RATING*   (MIL. EUR)   INTEREST RATE§   ENHANCEMENT
(%)

  A        NR           247.40     3mE +1.48%       38.15

  B-1      AA (sf)       33.90     3mE +2.05%       27.18

  B-2      AA (sf)       10.00     5.70%            27.18

  C        A (sf)        22.30     3mE +2.65%       21.60

  D        BBB- (sf)     28.80     3mE +3.80%       14.40

  E        BB- (sf)      17.60     3mE +6.69%       10.00

  F-1      B+ (sf)        7.00     3mE +8.17%        8.25

  F-2      B- (sf)        6.00     3mE +8.71%        6.75

  Subordinated  NR       36.70     N/A                N/A

*The ratings assigned to the class B-1, and B-2 notes address
timely interest and ultimate principal payments. The ratings
assigned to the class C to F-2 notes address ultimate interest and
principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month Euro Interbank Offered Rate (EURIBOR) when a
frequency switch event occurs.
NR--Not rated.
N/A--Not applicable.
3mE--Three-month EURIBOR.


AQUEDUCT EUROPEAN 3-2019: Fitch Hikes Rating on Cl. F-R Notes to B
------------------------------------------------------------------
Fitch Ratings has upgraded Aqueduct European CLO 3 - 2019 DAC 's
class B-1R/B-2R to F-R notes and affirmed the class A-R notes and
loan. All the notes are on Stable Outlook.

   Entity/Debt                  Rating           Prior
   -----------                  ------           -----
Aqueduct European
CLO 3-2019 DAC

   A-R Loan                 LT AAAsf  Affirmed   AAAsf
   A-R Notes XS2340855498   LT AAAsf  Affirmed   AAAsf
   B-1R XS2340855654        LT AA+sf  Upgrade    AAsf
   B-2R XS2340856207        LT AA+sf  Upgrade    AAsf
   C-R XS2340856892         LT A+sf   Upgrade    Asf
   D-R XS2340857510         LT BBB+sf Upgrade    BBBsf
   E-R XS2340858161         LT BB+sf  Upgrade    BBsf
   F-R XS2340858328         LT Bsf    Upgrade    B-sf

TRANSACTION SUMMARY

Aqueduct European CLO 3-2019 DAC is a cash flow collateralised loan
obligation (CLO) backed by a portfolio of mainly European leveraged
loans and bonds. The transaction is actively managed by HPS
Investment Partners CLO (UK) LLP and will exit its reinvestment
period in February 2026.

KEY RATING DRIVERS

Stable Performance: Since its last review in October 2023, the
portfolio's performance has been stable. According to the trustee
report dated 2 May 2024, the transaction was passing all of its
collateral-quality and portfolio- profile tests. The transaction is
currently 0.3% below par, which represents a slight improvement of
17bp since the last review. Exposure to assets with a Fitch-derived
rating of 'CCC+' and below is 3.2%, according to the trustee
report, versus a limit of 7.5%. In addition, the trustee did not
report any defaulted asset in the portfolio.

The stable performance of the rated debt, together with an increase
on the break-even default-rate cushions on the rated debt since the
last review, supports today's rating actions.

Low Refinancing Risk: The transaction has manageable near- and
medium-term refinancing risk, with 0.3% of the assets in the
portfolio maturing in 2024, 2.3% in 2025 and 12.4% in 2026, as
calculated by Fitch, in view of large default-rate cushions for
each class of notes.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at 'B'/'B-'. The weighted
average rating factor (WARF), as calculated by Fitch under its
latest criteria, of the current portfolio is 25.0.

High Recovery Expectations: Senior secured obligations comprise
98.6% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 63.2%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch on 22 June 2024, was 11.7%,
and no obligor represented more than 1.5% of the portfolio balance.
Exposure to the three-largest Fitch-defined industries is 29.7% as
calculated by the trustee. Fixed-rate assets reported by the
trustee are 6.3% of the portfolio balance, which compares
favourably to a limit of 10%.

Cash Flow Analysis: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par-value and interest-coverage
tests.

RATING SENSITIVITIES

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

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.

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

Upgrades may result from stable portfolio credit quality and
deleveraging leading to higher credit enhancement and excess spread
to cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

Fitch does not provide ESG relevance scores for Aqueduct European
CLO 3 - 2019 DAC. In cases where Fitch does not provide ESG
relevance scores in connection with the credit rating of a
transaction, programme, instrument or issuer, Fitch will disclose
in the key rating drivers any ESG factor which has a significant
impact on the rating on an individual basis.


BAIN CAPITAL 2024-2: Fitch Assigns 'B-(EXP)sf' Rating on F-2 Notes
------------------------------------------------------------------
Fitch Ratings has assigned Bain Capital Euro CLO 2024-2 DAC
expected ratings.

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

   Entity/Debt         Rating           
   -----------         ------           
Bain Capital Euro
CLO 2024-2 DAC

   Class A         LT AAA(EXP)sf  Expected Rating
   Class B-1       LT AA(EXP)sf   Expected Rating
   Class B-2       LT AA(EXP)sf   Expected Rating
   Class C         LT A(EXP)sf    Expected Rating
   Class D         LT BBB-(EXP)sf Expected Rating
   Class E         LT BB-(EXP)sf  Expected Rating
   Class F-1       LT B+(EXP)sf   Expected Rating
   Class F-2       LT B-(EXP)sf   Expected Rating
   Class M         LT NR(EXP)sf   Expected Rating
   Class X         LT AAA(EXP)sf  Expected Rating
   Subordinated    LT NR(EXP)sf   Expected Rating

TRANSACTION SUMMARY

Bain Capital Euro CLO 2024-2 DAC is a securitisation of mainly
senior secured loans and secured senior bonds (at least 90%) with a
component of senior unsecured, mezzanine, and second-lien loans.
Note proceeds will be used to fund a portfolio with a target par of
EUR400 million. The portfolio is actively managed by Bain Capital
Credit U.S. CLO Manager II, LP. The collateralised loan obligation
(CLO) will have an approximately 4.5-year reinvestment period and
an 8.5-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 24.9.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.7%.

Diversified Portfolio (Positive): The transaction will include
various concentration limits in the portfolio, including a
fixed-rate obligation limit at 12.5%, a top 10 obligor
concentration limit of 20% and a maximum exposure to the
three-largest Fitch-defined industries of 40%. These covenants
ensure the asset portfolio will not be exposed to excessive
concentration.

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

Cash Flow Modelling (Positive): The WAL used for Fitch-stressed
portfolio analysis is 12 months less than the WAL covenant. This is
to account for the strict reinvestment conditions envisaged by the
transaction after its reinvestment period. These conditions include
passing the coverage tests and the Fitch 'CCC' bucket limitation
test after reinvestment, as well as a WAL covenant that gradually
steps down, before and after the end of the reinvestment period.
Fitch believes these conditions would reduce the effective risk
horizon of the portfolio during the stress period.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class X and A
notes, and would lead to downgrades of no more than one notch each
for the class B to E notes, two notches for the class F-1 notes and
to below 'B-sf' for the class F-2 notes.

Downgrades based on the identified portfolio may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class F-2 notes have a cushion of
three notches, the class B to F-2 notes have a cushion of two
notches each, and the class X and A notes have no cushion, as they
are at the highest achievable rating.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
and a 25% decrease of the RRR across all ratings of the
Fitch-stressed portfolio would lead to downgrades of four notches
for the class A to C notes, to below 'B-sf' for the class E to F-2
notes and would have no impact on the class X notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to three notches for the
rated notes, except for the 'AAAsf' rated notes.

During the reinvestment period, based on the Fitch-stressed
portfolio, upgrades may occur on better-than-expected portfolio
credit quality and a shorter remaining WAL test, allowing the notes
to withstand larger-than-expected losses for the remaining life of
the transaction.

After the end of the reinvestment period, upgrades may result from
stable portfolio credit quality and deleveraging, leading to higher
credit enhancement and excess spread to cover losses in the
remaining portfolio.

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

Fitch does not provide ESG relevance scores for Bain Capital Euro
CLO 2024-2 DAC. In cases where Fitch does not provide ESG relevance
scores in connection with the credit rating of a transaction,
programme, instrument or issuer, Fitch will disclose in the key
rating drivers any ESG factor which has a significant impact on the
rating on an individual basis.


BARINGS EURO 2018-3: Moody's Cuts Rating on EUR10MM F Notes to Caa1
-------------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Barings Euro CLO 2018-3 Designated
Activity Company:

EUR10,000,000 Class B-1 Senior Secured Floating Rate Notes due
2031, Upgraded to Aaa (sf); previously on Dec 19, 2023 Upgraded to
Aa1 (sf)

EUR30,000,000 Class B-2 Senior Secured Fixed Rate Notes due 2031,
Upgraded to Aaa (sf); previously on Dec 19, 2023 Upgraded to Aa1
(sf)

EUR27,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa3 (sf); previously on Dec 19, 2023
Upgraded to A1 (sf)

EUR10,000,000 Class F Senior Secured Deferrable Floating Rate
Notes due 2031, Downgraded to Caa1 (sf); previously on Dec 19, 2023
Affirmed B2 (sf)

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

EUR231,800,000 (current outstanding balance EUR171,798,458) Class
A-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Dec 19, 2023 Affirmed Aaa (sf)

EUR12,200,000 (current outstanding balance EUR9,042,024) Class A-2
Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf);
previously on Dec 19, 2023 Affirmed Aaa (sf)

EUR24,000,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Baa3 (sf); previously on Dec 19, 2023
Affirmed Baa3 (sf)

EUR24,000,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on Dec 19, 2023
Affirmed Ba2 (sf)

Barings Euro CLO 2018-3 Designated Activity Company, issued in
December 2018, is a collateralised loan obligation (CLO) backed by
a portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by Barings (U.K.) Limited. The transaction's
reinvestment period ended in July 2023.

RATINGS RATIONALE

The rating upgrades on the Class B-1, Class B-2 and Class C notes
are primarily a result of the deleveraging of the Class A-1 and
Class A-2 notes linked to both amortisation of the underlying
portfolio and redemption due to over-collateralisation (OC) tests
breaches since the last rating action in December 2023.

The downgrade on the rating on the Class F notes is primarily a
result of the deterioration in over-collateralisation ratios since
the last rating action in December 2023.

The affirmations on the ratings on the Class A-1, Class A-2, Class
D and Class E 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.

The Class A-1 and Class A-2 notes have paid down by approximately
EUR63.0 million (25.8%) since the last rating action, with EUR3.05
million linked to OC tests cure. As a result of the deleveraging,
over-collateralisation has increased for the senior notes.
According to the trustee report dated April 2024 [1] the Class A/B
ratio is reported at 136.93%, compared to October 2023 level of
136.57%.

However, the over-collateralisation ratios of the remaining rated
notes have deteriorated. According to the trustee report dated
April 2024 [1] the Class C, Class D, Class E and Class F OC ratios
are reported at 124.35%, 114.96%, 106.89% and 103.85% compared to
October 2023 [2] levels of 124.71%, 115.78%, 108.04% and 105.11%,
respectively.

Moody's notes that Class E and Class F OC ratios are in breach as
per April 2024 trustee report. Moody's also notes that the April
2024 principal payments are not reflected in the reported OC
ratios.

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: EUR317.7m

Defaulted Securities: EUR9.9m

Diversity Score: 56

Weighted Average Rating Factor (WARF): 2965

Weighted Average Life (WAL): 3.40 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.93%

Weighted Average Coupon (WAC): 4.14%

Weighted Average Recovery Rate (WARR): 42.32%

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
December 2021.

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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


BNPP IP EURO 2015-1: Fitch Affirms BB- Rating on Class F-R Notes
----------------------------------------------------------------
Fitch Ratings has revised BNPP IP Euro CLO 2015-1 DAC class B-1-RR,
B-2-RR, C-RR notes Outlook to Positive from Stable and the Outlook
for the class F-R notes to Negative from Stable. All ratings have
been affirmed.

   Entity/Debt               Rating           Prior
   -----------               ------           -----
BNPP IP Euro
CLO 2015-1 DAC

   A-R XS1802328267      LT AAAsf  Affirmed   AAAsf
   B-1-RR XS1802328424   LT AA+sf  Affirmed   AA+sf
   B-2-RR XS1802328770   LT AA+sf  Affirmed   AA+sf
   C-RR XS1802329075     LT A+sf   Affirmed   A+sf
   D-RR XS1802330677     LT BBB+sf Affirmed   BBB+sf
   E-R XS1802331139      LT BB+sf  Affirmed   BB+sf
   F-R XS1802332533      LT BB-sf  Affirmed   BB-sf

TRANSACTION SUMMARY

BNPP IP Euro CLO 2015-1 DAC is a cash flow collateralised loan
obligation (CLO) backed by a portfolio of mainly European leveraged
loans and bonds. The transaction is actively managed by BNP Paribas
Asset Management France and exited its reinvestment period in July
2022.

KEY RATING DRIVERS

Deleveraging Boosts Credit Enhancement: The Positive Outlooks
reflect increases in credit enhancement (CE) since the last review
in August 2023 by 4.2% for the class B-1-RR and class B-2-RR notes
and 2.9% for the class C-RR notes. The transaction has deleveraged
by about EUR39 million.

Portfolio Deterioration: Since August 2023, Fitch's weighted
average rating factor (WARF) of the portfolio has worsened to 27.3
(B/B-) from 26.5 (B/B-). As of the May investor report, the
portfolio was below par by 2.6% (calculated as the current par
difference over the original target par) compared with the 1.8%
below par as of the July 2023 report.

The portfolio now has EUR4.6 million in defaulted assets now versus
EUR3.9 million at the last review, and the reported Fitch 'CCC'
exposure has increased to 7.9% from 6.9%. The transaction is also
failing the weighted average life test (3.72 versus 2.50). In
addition, the class F-R notes are vulnerable to tail risk as the
transaction matures in late 2030 while a majority of the assets
mature on or later than 2028.

Transaction No Longer Reinvesting: The transaction recorded its
last purchase in July 2022, the same month when it exited its
reinvestment period in July 2022. The manager is unlikely to
reinvest as the transaction is failing its WAL test, Fitch 'CCC'
test, another agency's WARF test, and given strict maturity
conditions for reinvesting. Since the manager is unlikely to
reinvest, Fitch has assessed the transaction by stressing the
portfolio by notching down one level all assets in the current
portfolio with Negative Outlook on their Fitch-Derived Ratings
(FDR).

Deviation from Model-implied Ratings: The class B-1-RR, B-2-RR and
C-RR notes are rated one notch below their model-implied ratings
(MIR). The deviation reflects limited default-rate cushions at
their MIRs, which would expose them to downside risk stemming from
the most vulnerable EMEA leveraged loan issuers under Fitch's
stress.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated WARF of the current
portfolio was 27.3 and of the Fitch-stressed portfolio with
Negative Outlook notching was 29.2.

High Recovery Expectations: Senior secured obligations comprise
99.2% of the portfolio as calculated by the trustee. Fitch views
the recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-calculated
weighted average recovery rate of the current portfolio is 61.1%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration is 16.2% and no obligor represents more than 1.9% of
the portfolio balance as calculated by Fitch.

RATING SENSITIVITIES

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

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.

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

Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher CE and excess spread available to
cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

Fitch does not provide ESG relevance scores for BNPP IP Euro CLO
2015-1 DAC. In cases where Fitch does not provide ESG relevance
scores in connection with the credit rating of a transaction,
programme, instrument or issuer, Fitch will disclose in the key
rating drivers any ESG factor which has a significant impact on the
rating on an individual basis.


CVC CORDATUS III: Fitch Affirms B+ Rating on Class F-R Notes
------------------------------------------------------------
Fitch Ratings has upgraded CVC Cordatus Loan Fund III DAC's class
B-1-RR and B-2-RR notes and revised the Outlook for the class E-R
notes to Stable from Negative.

   Entity/Debt               Rating           Prior
   -----------               ------           -----
CVC Cordatus Loan
Fund III DAC

   A-1-RR XS1823354284   LT AAAsf  Affirmed   AAAsf
   A-2-RR XS1823355091   LT AAAsf  Affirmed   AAAsf
   B-1-RR XS1823355687   LT AAAsf  Upgrade    AA+sf
   B-2-RR XS1823356222   LT AAAsf  Upgrade    AA+sf
   C-RR XS1823356909     LT A+sf   Affirmed   A+sf
   D-R XS1823357899      LT BBB+sf Affirmed   BBB+sf
   E-R XS1823358608      LT BB+sf  Affirmed   BB+sf
   F-R XS1823358434      LT B+sf   Affirmed   B+sf

TRANSACTION SUMMARY

CVC Cordatus Loan Fund III DAC is a cash flow CLO comprising mostly
senior secured obligations. The transaction is actively managed by
CVC Credit Partners Group Limited and exited its reinvestment
period in November 2022.

KEY RATING DRIVERS

Amortisation Increases Credit Enhancement: The transaction is
deleveraging with the class A-1-RR and A-2-RR notes having been
paid down by about EUR15.2 million since its last review in
September 2023. About EUR72.7 million are available in cash to
further amortise the structure and increase the credit enhancement
(CE) of rated notes. According to the May trustee report, the
portfolio had approximately EUR15.5 million of defaulted assets.
However, exposure to assets with a Fitch-derived rating of 'CCC+'
and below was 3%, versus a limit of 7.5% and the portfolio's total
par loss remained below its rating-case assumptions.

Cushion Remains Sufficient: Although the erosion of approximately
2.1% of target par has reduced the default-rate cushion for all
notes, they have retained sufficient buffer to support their
current ratings and, except the class F-R notes, should be capable
of absorbing further defaults in the portfolio. This supports the
Stable Outlooks on all notes, bar the class F-R notes.

The Negative Outlook on the class F-R notes reflects a moderate
default-rate cushion against credit quality deterioration in view
of the par erosion and considerable refinancing risk in the
near-and-medium term, with approximately 13.6% of the portfolio
maturing by mid-2026. The Negative Outlook indicate a potential
downgrade but Fitch expects the ratings to remain within the
current category.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The weighted average rating factor of the
current portfolio, as calculated by Fitch under its latest
criteria, is 25.8.

High Recovery Expectations: Senior secured obligations comprise
96.6% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio as reported by the trustee was
62.3%, based on outdated criteria. Under the current criteria, the
Fitch-calculated WARR is 59.3%.

Diversified Portfolio: The transaction's top-10 obligor
concentration, as calculated by Fitch, is 18.2%, which is below its
limit of 26.5%. The largest issuer represents less than 2.7% of the
portfolio balance.

Transaction Outside Reinvestment Period: Although the transaction
exited its reinvestment period in November 2022, the manager can
reinvest unscheduled principal proceeds and sale proceeds from
credit-risk obligations post the reinvestment period subject to
compliance with the reinvestment criteria. Given the manager's
ability to reinvest, Fitch's analysis is based on a stressed
portfolio using the agency's matrix specified in the transaction
documentation. Fitch also applied a haircut of 1.5% to the WARR as
the calculation of the WARR in the transaction documentation is not
in line with the agency's current CLO Criteria.

RATING SENSITIVITIES

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

Downgrades may occur if the build-up of the notes' CE following
amortisation does not compensate for a larger loss expectation than
initially assumed, due to unexpectedly high levels of defaults and
portfolio deterioration.

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

Upgrades may result from stable portfolio credit quality and
amortisation of notes leading to higher CE across the structure.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

Fitch does not provide ESG relevance scores for this transaction.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.


DILOSK RMBS 9: Moody's Assigns (P)B1 Rating to Class X1 Notes
-------------------------------------------------------------
Moody's Ratings has assigned provisional ratings to Notes to be
issued by Dilosk RMBS No.9 DAC:

EUR[]M Class A Residential Mortgage Backed Floating Rate Notes due
January 2063, Assigned (P) Aaa (sf)

EUR[]M Class B Residential Mortgage Backed Floating Rate Notes due
January 2063, Assigned (P) Aa2 (sf)

EUR[]M Class C Residential Mortgage Backed Floating Rate Notes due
January 2063, Assigned (P) A1 (sf)

EUR[]M Class D Residential Mortgage Backed Floating Rate Notes due
January 2063, Assigned (P) A3 (sf)

EUR[]M Class X1 Residential Mortgage Backed Floating Rate Notes due
January 2063, Assigned (P) B1 (sf)

Moody's has not assigned ratings to the subordinated EUR[]M Class
X2 Notes and EUR[]M Class Z Notes due January 2063.

RATINGS RATIONALE

The Notes are backed by a static pool of Irish buy-to-let mortgage
loans originated by Dilosk DAC. This represents the 9th issuance
out of the Dilosk securitization.

The portfolio of assets amount to approximately EUR180.9 million as
of February 2024 pool cutoff date. The General Reserve Fund will be
funded to 1.5% of Class A to D Notes balance at closing and the
total credit enhancement for the Class A Notes will be 10.85%.

The ratings are primarily based on the credit quality of the
portfolio, the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from various credit
strengths such as a portfolio with low indexed LTV of 45.9%, 100%
of the portfolio comprises of variable rate loans which have a
minimum yield of Euribor plus 3.25% and an amortising liquidity
reserve sized at 1.00% of Class A Notes balance which is part of
the General Reserve. Interest and principal payments under the
unrated Class Z notes are subordinated in the structure. However,
Moody's notes that the transaction features some credit weaknesses
such as an unrated servicer. Various mitigants have been included
in the transaction structure such as a back-up servicer facilitator
which is obliged to appoint a back-up servicer if certain triggers
are breached, an independent cash manager, as well as an estimation
language. Moreover, originator and servicer may agree to a request
by a borrower to convert their mortgage loan into a mortgage loan
with a different type of fixed interest rate term, subject to
certain conditions being satisfied. However, product switch can
only be granted before the transaction step-up date and the maximum
term for fixed rate loans is limited to 5.5 years per product
switch conditions. At closing, 100% of the loans in the portfolio
yield a variable rate. The portfolio is subject to product switches
up to the step-up date. Hence, there is a potential interest rate
risk. However, if the portion of the fixed rate loans is greater
than EUR5 million, the issuer will enter into a swap with notional
equal to the fixed rate loans.

Moody's determined the portfolio lifetime expected loss of 1.2% and
Aaa MILAN Stressed Loss of 12.2% related to borrower receivables.
The expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expect the portfolio to suffer in
the event of a severe recession scenario. Expected defaults and
MILAN Stressed Loss 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 to rate RMBS.

Portfolio expected loss of 1.2%: This is based on Moody's
assessment of the lifetime loss expectation for the pool taking
into account: (i) the collateral performance of Dilosk originated
loans to date, as provided by the originator and observed in
previously securitised portfolios; (ii) the current macroeconomic
environment in Ireland; (iii) benchmarking within the Irish RMBS
sector; (iv) the weighted average current loan-to-value of 53.4%
which is lower than the sector average; and (v) 100% floating rate
mortgage loans.

MILAN Stressed Loss of 12.2%: This follows Moody's assessment of
the loan-by-loan information taking into account the following key
drivers: (i) the collateral performance of Dilosk originated loans
to date as described above; (ii) the weighted average current
loan-to-value of 53.4% which is lower than the sector average;
(iii) 100% BTL portfolio with 51.5% interest-only loans as of
February 2024 pool cutoff date; (iv) the pool concentration with
the top 20 borrowers accounting for approximately 20.3% of current
balance; and (v) the current macroeconomic environment in Ireland.

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 AN UPGRADE OR DOWNGRADE OF THE RATINGS:

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

Factors that may cause an upgrade of the ratings of the notes
include significantly better than expected performance of the pool
together with an increase in credit enhancement of Notes.


HARVEST CLO XV: Fitch Affirms B+ Rating on Class F-R Notes
----------------------------------------------------------
Fitch Ratings has upgraded Harvest CLO XV DAC's class B-1-R and
B-2-R notes and affirmed all other notes. The Outlook on the class
F-R notes has been revised to Negative from Stable.

   Entity/Debt               Rating           Prior
   -----------               ------           -----
Harvest CLO XV DAC

   A-1A-R XS1817777375   LT AAAsf  Affirmed   AAAsf
   A-1B-R XS1820806328   LT AAAsf  Affirmed   AAAsf
   A-2-R XS1820808456    LT AAAsf  Affirmed   AAAsf
   B-1-R XS1817777961    LT AAAsf  Upgrade    AA+sf
   B-2-R XS1817778696    LT AAAsf  Upgrade    AA+sf
   C-R XS1817779231      LT A+sf   Affirmed   A+sf
   D-R XS1817779827      LT BBB+sf Affirmed   BBB+sf
   E-R XS1817780320      LT BB+sf  Affirmed   BB+sf
   F-R XS1817780676      LT B+sf   Affirmed   B+sf

TRANSACTION SUMMARY

Harvest CLO XV DAC is a cash flow CLO mostly comprising senior
secured obligations. The transaction is actively managed by managed
by Investcorp Credit Management EU Limited and exited its
reinvestment period in May 2022.

KEY RATING DRIVERS

Amortisation Benefits Senior Notes: The transaction is continuing
to deleverage with the class A-1A-R notes having paid down by about
EUR112 million and the class A-1B-R notes by about EUR14 million
since the last review in July 2023. The amortisation has resulted
in an increase in the credit enhancement for senior notes and
therefore the upgrade of the class B-1-R and B-2-R notes.

Par Erosion but Limited Losses: The transaction is currently about
2.4% below target par versus 2.3% below target par in the last
review following further par erosion. The par erosion is due partly
to EUR3.9 million reported defaults in the portfolio. Exposure to
assets with a Fitch-derived rating of 'CCC+' and below is 5.0%,
according to the trustee report as of 31 May 2024, versus a limit
of 7.5%. However, losses are smaller than its rating case
assumptions.

Junior Notes Sensitive to Deterioration: The Stable Outlooks on the
class A-1A-R to E-R notes reflect their comfortable default-rate
cushion at their respective ratings. The Negative Outlook on the
class F-R notes reflects their moderate default rate cushion at
their ratings as well as sensitivity to defaults of the most
vulnerable credits and refinancing risk of obligors with assets
maturing prior to June 2026. This is based on its EMEA stress test,
which that assumes the immediate default of its top market concern
loans (MCL) and Tier 2 MCL and downgrades of up to two notches with
a 'CCC-' floor for Tier 3 MCL and issuers with assets that have
maturities before June 2026.

High Recovery Expectations: Senior secured obligations comprise
96.8% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate of the current portfolio was 60.5%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 21.1%, and no obligor
represents more than 3.0% of the portfolio balance. The exposure to
the three largest Fitch-defined industries is 37.7% as calculated
by the trustee. Fixed-rate assets currently are reported by the
trustee at 7.30 % of the portfolio balance, which is above the
maximum of 5%.

Transaction Outside Reinvestment Period: The transaction exited its
reinvestment period in May 2022, and the most senior notes are
deleveraging. The transaction is failing another credit rating
agency's weighted average rating factor test so reinvestment is
restricted as it must be satisfied post-reinvestment period. Given
the manager's inability to reinvest and the short weighted average
life, Fitch's analysis is based on the current portfolio and
notching the assets with Negative Outlook down by one notch.

Cash Flow Analysis: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par-value and interest-coverage
tests.

Deviation from Model-implied Ratings: The class C-R notes are three
notches below their model-implied ratings (MIR) and the class D-R
and F-R notes are two notches and one notch below their respective
MIRs. The deviations reflect limited default-rate cushion at their
MIRs under the Fitch-stressed portfolio and uncertain
macro-economic conditions.

RATING SENSITIVITIES

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

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.

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

Upgrades may occur on stable portfolio credit quality and
deleveraging, leading to higher credit enhancement and excess
spread available to cover losses in the remaining portfolio.

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

Harvest CLO XV DAC

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk presenting entities
have ratings or credit opinions from Fitch and/or other Nationally
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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

Fitch does not provide ESG relevance scores for Harvest CLO XV DAC.
In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.


HARVEST CLO XXVIII: Moody's Assigns (P)B3 Rating to Cl. F-R Notes
-----------------------------------------------------------------
Moody's Ratings announced that it has assigned the following
provisional ratings to refinancing notes to be issued by Harvest
CLO XXVIII Designated Activity Company (the "Issuer"):

EUR47,300,000 Class B-R Senior Secured Floating Rate Notes due
2034, Assigned (P)Aa2 (sf)

EUR23,900,000 Class C-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)A2 (sf)

EUR30,900,000 Class D-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Baa3 (sf)

EUR25,600,000 Class E-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)Ba3 (sf)

EUR12,200,000 Class F-R Senior Secured Deferrable Floating Rate
Notes due 2034, Assigned (P)B3 (sf)

RATINGS RATIONALE

The rationale for the ratings is based on a consideration of the
risks associated with the CLO's portfolio and structure as
described in Moody's methodology.

As part of this refinancing, the Issuer will also amend minor
features.

The Issuer is a managed cash flow CLO. At least 90% of the
portfolio must consist of secured senior loans or senior secured
bonds and up to 10% of the portfolio may consist of unsecured
senior loans, second-lien loans, high yield bonds and mezzanine
loans. The underlying portfolio is expected to be fully ramped as
of the closing date and to comprise of predominantly corporate
loans to obligors domiciled in Western Europe.

Investcorp Credit Management EU Limited ("Investcorp") will
continue to manage the CLO. It will direct the selection,
acquisition and disposition of collateral on behalf of the Issuer
and may engage in trading activity, including discretionary
trading, during the transaction's two and a half year remaining
reinvestment period. Thereafter, subject to certain restrictions,
purchases are permitted using principal proceeds from unscheduled
principal payments and proceeds from sales of credit risk
obligations and credit improved obligations.

The transaction incorporates interest and par coverage tests which,
if triggered, divert interest and principal proceeds to pay down
the notes in order of seniority.

Methodology Underlying the Rating Action:

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

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.

Moody's Ratings modeled the transaction using a cash flow model
based on the Binomial Expansion Technique, as described in Section
2.3 of the "Moody's Global Approach to Rating Collateralized Loan
Obligations" rating methodology published in December 2021.

Moody's Ratings used the following base-case modeling assumptions:

Performing par and principal proceeds balance: EUR447.23 million

Defaulted Par: EUR3.39 million as of April 15, 2024

Diversity Score: 57

Weighted Average Rating Factor (WARF): 3212

Weighted Average Spread (WAS): 4.11%

Weighted Average Coupon (WAC): 5.22%

Weighted Average Recovery Rate (WARR): 43.32%

Weighted Average Life (WAL): 5.55 years

Moody's Ratings has addressed the potential exposure to obligors
domiciled in countries with local currency ceiling (LCC) of A1 or
below.

As per the portfolio constraints and eligibility criteria,
exposures to countries with LCC of A1 to A3 cannot exceed 10% and
obligors cannot be domiciled in countries with LCC below A3.


JUBILEE CLO 2014-XI: S&P Raises Cl. E-R Notes Rating to 'BB+(sf)'
-----------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Jubilee CLO 2014-XI
DAC's class B-R notes to 'AAA (sf)' from 'AA (sf)', C-R notes to
'AA+ (sf)' from 'A (sf)', D-R notes to 'A+ (sf)' from 'BBB (sf)',
E-R notes to 'BB+ (sf)' from 'BB (sf)', and F-R to notes 'B (sf)'
from 'B- (sf)'. S&P also affirmed its 'AAA (sf)' rating on the
class A-R-R notes.

Jubilee CLO 2014-XI is a cash flow collateralized loan obligation
(CLO), securitizing a portfolio of primarily senior secured
euro-denominated leveraged loans and bonds issued by European
borrowers. The transaction is managed by Alcentra Ltd. Its
reinvestment period ended in April 2021.

The rating actions follow the application of our relevant criteria
and S&P's credit and cash flow analysis based on the April 2024
trustee report.

Since the end of the reinvestment period, the class A-R-R notes
have amortized to 40% of their initial size. As a result, credit
enhancement has increased for all the rated notes.

S&P's scenario default rates (SDRs) have benefited from a decrease
in the portfolio's weighted-average life to 3.02 years from 4.12
years with decreases at each rating level.

According to the April 2024 trustee report, all the notes are
paying current interest and all the coverage tests are passing.

  Table 1

  Assets key metrics
                                                       AS OF APRIL
                                            CURRENT*   2021 REVIEW

  S&P Global Ratings' weighted-average
  rating factor                                2858         2881

  'CCC' assets (%)                             8.20         7.82

  Weighted-average life (years)                3.02        4.116

  Obligor diversity measure                    72.9        104.4

  Industry diversity measure                   20.8         20.0

  Regional diversity measure                    1.2          1.1

  Total collateral amount (mil. EUR)§        255.32       391.69

  Defaulted assets (mil. EUR)                  0.00         0.23

  Number of performing obligors                 102          154

  'AAA' SDR (%)                               57.04        61.51

  'AAA' WARR (%)                              36.45        37.23

*Based on the portfolio composition as reported by the trustee in
April 2024 and S&P Global Ratings' data as of June 2024.
§Performing assets plus cash and expected recoveries on defaulted
assets.
SDR--Scenario default rate.
WARR--Weighted-average recovery rate.

  Table 2

  Liabilities key metrics

        CURRENT AMOUNT  CURRENT CREDIT   CREDIT ENHANCEMENT AS OF
  CLASS   (MIL. EUR) ENHANCEMENT (%)    APRIL 2021 REVIEW (%)

  A-R-R       94.07         63.16               40.00

  B-R         46.50         44.94               28.13

  C-R         36.50         30.65               18.81

  D-R         23.00         21.64               12.94

  E-R         18.60         14.35                8.19

  F-R         11.80          9.73                5.18

Credit enhancement = [Performing balance + cash balance + recovery
on defaulted obligations (if any) – tranche balance (including
tranche balance of all senior tranches)] / [Performing balance +
cash balance + recovery on defaulted obligations (if any)].

S&P said, "Following the application of our relevant criteria, we
believe that the class B-R, C-R, D-R, E-R, and F-R notes can now
withstand higher rating scenarios.

"Our standard cash flow analysis indicates that the available
credit enhancement for the class E-R and F-R notes is commensurate
with higher ratings. For these classes, we considered the level of
cushion between our break-even default rate (BDR) and SDR for these
notes at their passing rating levels, as well as the current
macroeconomic conditions and these tranches' relative seniority. We
therefore limited our upgrades to the class E-R and F-R notes.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class A-R-R notes is still commensurate
with a 'AAA (sf)' rating. We therefore affirmed our 'AAA (sf)'
rating on this class of notes.

"Counterparty, operational, and legal risks are adequately
mitigated in line with our criteria. Following the application of
our structured finance sovereign risk criteria, we consider the
transaction's exposure to country risk to be limited at the
assigned ratings, as the exposure to individual sovereigns does not
exceed the diversification thresholds outlined in our criteria."


NEWHAVEN II: Fitch Alters Outlook on 'B+sf' Rating on Cl. F-R Notes
-------------------------------------------------------------------
Fitch Ratings has upgraded Newhaven II CLO DAC's class B-1-R/B-2-R
to D-R notes and revised the Outlook on the class F-R notes to
Negative from Stable.

   Entity/Debt              Rating           Prior
   -----------              ------           -----
Newhaven II CLO DAC

   A-1-R XS1767787333   LT AAAsf  Affirmed   AAAsf
   A-2-R XS1769793990   LT AAAsf  Affirmed   AAAsf
   B-1-R XS1767788067   LT AAAsf  Upgrade    AA+sf
   B-2-R XS1767788810   LT AAAsf  Upgrade    AA+sf
   C-R XS1767789461     LT AAsf   Upgrade    A+sf
   D-R XS1767790394     LT A-sf   Upgrade    BBB+sf
   E-R XS1767789974     LT BB+sf  Affirmed   BB+sf
   F-R XS1767790121     LT B+sf   Affirmed   B+sf

TRANSACTION SUMMARY

Newhaven II CLO DAC is a cash flow CLO. The underlying portfolio of
assets mainly consists of leveraged loans and is managed by Bain
Capital Credit, Ltd. The deal exited its reinvestment period in
February 2022.

KEY RATING DRIVERS

Deleveraging Transaction: The transaction is outside its
reinvestment period and as not all proceeds have been reinvested
they have been used for deleveraging. As of the latest trustee
report, it had EUR10.7 million cash in the principal account. The
class A-1-R and A-2-R notes have paid down by around EUR30.0
million since the last review in July 2023, leading to an increase
in credit enhancement (CE) on the upgraded tranches.

The notional amounts of defaulted assets have increased to EUR5.1
million from EUR3.9 million, leading to reduced CE on the class F-R
notes as underlined by the Negative Outlook. Comfortable break-even
default rate cushions support the Stable Outlooks on the class
A-1-R to E-R notes.

Losses Below Expected Case: The portfolio's credit quality remains
largely stable. Exposure to assets with a Fitch-derived rating of
'CCC+' and below is at 6.8%, versus a limit of 7.5%, per the latest
trustee report dated June 2024.The transaction is below target par
by 3.6%, but losses have been below its rating-case expectations.
The transaction has moderate refinancing risk with 5.3% and 21.3%
of the portfolio maturing in 2025 and 2026, respectively.

Junior Notes Sensitive to Deterioration: The CE has decreased on
the class F-R notes since the last review. Given the limited
default rate cushion at the current rating, the notes are sensitive
to further portfolio deterioration. This results in their Negative
Outlook.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated weighted average
rating factor (WARF) of the current portfolio is 25.9.

High Recovery Expectations: Senior secured obligations comprise
96.7% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 62.9%.

Diversified Portfolio: The top 10 obligor concentration as
calculated by the trustee is 14.9%, which is below the limit of
18%, and the largest obligor is no more than its 3.0% limit of the
portfolio balance.

Reinvestment Criteria Met: The transaction exited its reinvestment
period in February 2022. However, the manager can reinvest
unscheduled principal proceeds and sale proceeds from credit-
improved or impaired obligations after the reinvestment period,
subject to compliance with the reinvestment criteria.

Given the manager's ability to reinvest, Fitch's analysis is based
on a stressed portfolio using the agency's collateral quality
matrix specified in the transaction documentation. Fitch also
applied a haircut of 1.5% to the WARR as the calculation of the
WARR in the transaction documentation is not in line with the
agency's latest CLO Criteria.

RATING SENSITIVITIES

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

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.

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

Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher CE and excess spread available to
cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

Fitch does not provide ESG relevance scores for Newhaven II CLO
DAC. In cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.


PENTA CLO 4: Fitch Affirms 'B+sf' Rating on Class F Notes
---------------------------------------------------------
Fitch Ratings has upgraded Penta CLO 4 DAC's class B-1 to class D
notes and affirmed the rest. All the notes are on Stable Outlook.

   Entity/Debt            Rating           Prior
   -----------            ------           -----
Penta CLO 4 DAC

   A XS1814398829     LT AAAsf  Affirmed   AAAsf
   B-1 XS1814399637   LT AAAsf  Upgrade    AA+sf
   B-2 XS1814400237   LT AAAsf  Upgrade    AA+sf
   C XS1814400823     LT AAsf   Upgrade    A+sf
   D XS1814401631     LT Asf    Upgrade    BBB+sf
   E XS1814402100     LT BB+sf  Affirmed   BB+sf
   F XS1814402365     LT B+sf   Affirmed   B+sf

TRANSACTION SUMMARY

Penta CLO 4 DAC is a cash flow collateralised loan obligation (CLO)
backed by portfolios of mainly European leveraged loans and bonds.
The transaction is actively managed by Partners Group (UK)
Management Ltd and exited its reinvestment period on 17 June 2022.

KEY RATING DRIVERS

Amortisation Increases Credit Enhancement: The transaction is
currently failing some of its tests, including the weighted average
life (WAL) test. As a result, the manager can no longer reinvest
principal proceeds in substitute collateral obligations and the
transaction has deleveraged with the class A notes having been paid
down by about EUR85.7 million since its last review in July 2023.
This amortisation resulted in a material increase in the credit
enhancement (CE) of senior and upper mezzanine notes, leading to
today's upgrade.

Manageable Refinancing Risk: The transaction has manageable near-
and medium-term refinancing risk, with 3.4% of the assets in the
portfolio maturing in 2025 and 6.8% in 1H26, as calculated by
Fitch.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the transaction's underlying obligors at 'B'/'B-'. The weighted
average rating factor (WARF) of the current portfolio, as
calculated by Fitch under its latest criteria, is 25.4.

High Recovery Expectations: Senior secured obligations comprise
99.5% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio under its latest criteria is
at 63.7%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. As calculated by the trustee,
the top 10 obligor concentration is 15.9%, no obligor represents
more than 2% of the portfolio balance, and exposure to the
three-largest Fitch-defined industries is 32.5%. Fixed-rate assets
are reported by the trustee at 3.1% of the portfolio balance,
versus a limit of 10%.

Cash Flow Analysis: Fitch used a customised proprietary cash flow
model to replicate the principal and interest waterfalls and the
various structural features of the transaction, and to assess their
effectiveness, including the structural protection provided by
excess spread diverted through the par-value and interest-coverage
tests.

Deviation from Model-implied Ratings: The class C and F notes are
rated two notches below their model-implied ratings (MIR) and the
class D and E notes at one notch below. The deviation reflects
limited default-rate cushions at their MIRs, which would expose
them to the downside risk stemming from the most vulnerable EMEA
leveraged loan issuers under Fitch's stress.

RATING SENSITIVITIES

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

Based on the current portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration.

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

Upgrades may result from stable portfolio credit quality and
deleveraging, leading to higher CE and excess spread available to
cover losses in the remaining portfolio.

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

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

DATA ADEQUACY

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset pool
and the transaction. Fitch has not reviewed the results of any
third-party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

Fitch does not provide ESG relevance scores for Penta CLO 4 DAC. In
cases where Fitch does not provide ESG relevance scores in
connection with the credit rating of a transaction, programme,
instrument or issuer, Fitch will disclose in the key rating drivers
any ESG factor which has a significant impact on the rating on an
individual basis.


RRE 20 LOAN: Fitch Assigns 'BB-(EXP)sf' Rating on Class D Notes
---------------------------------------------------------------
Fitch Ratings has assigned RRE 20 Loan Management DAC expected
ratings. The assignment of final ratings is contingent on the
receipt of final documents conforming to information already
reviewed.

   Entity/Debt             Rating           
   -----------             ------           
RRE 20 LOAN
MANAGEMENT DAC

   A-1                 LT AAA(EXP)sf Expected Rating

   A-2A                LT NR(EXP)sf  Expected Rating

   A-2B                LT NR(EXP)sf  Expected Rating

   B                   LT NR(EXP)sf  Expected Rating

   C-1                 LT NR(EXP)sf  Expected Rating

   C-2                 LT NR(EXP)sf  Expected Rating

   D                   LT BB-(EXP)sf Expected Rating

   Performance Notes   LT NR(EXP)sf  Expected Rating

   Preferred
   Return Notes        LT NR(EXP)sf  Expected Rating

   Subordinated        LT NR(EXP)sf  Expected Rating

The class A-2A, A-2B, B, C-1 and C-2 notes are not rated and their
model-implied ratings (MIRs) are 'A+sf', 'A+sf', 'A-sf', 'BBB-sf'
and 'BB+sf', respectively.

TRANSACTION SUMMARY

RRE 20 Loan Management DAC is a securitisation of mainly senior
secured obligations with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
will be used to purchase a portfolio with a target par of EUR400
million. The portfolio is actively managed by Redding Ridge Asset
Management (UK) LLP. The collateralised loan obligation (CLO) will
have a 4.6 reinvestment period and an 8.5-year weighted average
life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/ 'B-'. The Fitch weighted
average rating factor (WARF) of the identified portfolio is 25.

High Recovery Expectations (Positive): At least 96% of the
portfolio comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is 62.5%.

Diversified Asset Portfolio (Positive): The transaction will
include various concentration limits in the portfolio, including a
fixed-rate obligation limit at 10%, a top 10 obligor concentration
limit at 20%, and a maximum exposure to the three-largest
Fitch-defined industries in the portfolio at 40%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

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

Cash Flow Modelling (Positive): The WAL used for the transaction's
stressed-case portfolio and matrices analysis is 12 months less
than the WAL covenant to account for structural and reinvestment
conditions after the reinvestment period, including the
satisfaction of the over-collateralisation test and Fitch 'CCC'
limit, together with a consistently decreasing WAL covenant. These
conditions would in the agency's opinion reduce the effective risk
horizon of the portfolio during stress periods.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no rating impact on the class
A-1 notes and would lead to a downgrade of no more than one notch
for the D notes.

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of defaults and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class D notes display a rating
cushion of two notches.

Should the cushion between the identified portfolio and the
Fitch-stressed portfolio be eroded either due to manager trading or
negative portfolio credit migration, a 25% increase of the mean RDR
across all ratings and a 25% decrease of the RRR across all ratings
of the Fitch-stressed portfolio would lead to downgrades of four
notches for the class A-1 notes and to below 'B-sf' for the class D
notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to an upgrade of two notches for the class D
notes.

During the reinvestment period, upgrades, based on the
Fitch-stressed portfolio, except for the 'AAAsf' notes, may occur
on better-than-expected portfolio credit quality and a shorter
remaining WAL test, allowing the notes to withstand
larger-than-expected losses for the remaining life of the
transaction. After the end of the reinvestment period, upgrades,
except for the 'AAAsf' notes, may result from stable portfolio
credit quality and deleveraging, leading to higher credit
enhancement and excess spread available to cover losses in the
remaining portfolio.

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

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

DATA ADEQUACY

The majority of the underlying assets or risk-presenting entities
have ratings or credit opinions from Fitch and/or other nationally
recognised statistical rating organisations and/or European
securities and markets authority-registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk-presenting entities.

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

Fitch does not provide ESG relevance scores for RRE 20 Loan
Management DAC. In cases where Fitch does not provide ESG relevance
scores in connection with the credit rating of a transaction,
programme, instrument or issuer, Fitch will disclose in the key
rating drivers any ESG factor which has a significant impact on the
rating on an individual basis.


SIG PLC: S&P Lowers ICR to 'B' on Neg. Cash Flow & Higher Leverage
------------------------------------------------------------------
S&P Global Ratings lowered to 'B' from 'B+' its long-term issuer
credit rating on U.K.-based building materials distributor SIG PLC
and its issue rating on its senior secured debt. The '3' recovery
rating on the debt is unchanged, indicating its expectation of
meaningful (50%-70%; rounded estimate: 55%) recovery in the event
of a default.

The stable outlook indicates that S&P expects adjusted debt to
EBITDA to remain elevated during 2024 and 2025, and that the
company will maintain adequate liquidity and remain compliant with
its financial covenants.

Subdued demand in the building and construction sector is likely to
weigh on SIG's profits and margins during 2024. The pace and
magnitude of any recovery is uncertain, although S&P thinks
stronger GDP and the easing of inflation could enable volumes to
rise slightly in the second half of the year and into 2025. SIG's
core markets--U.K. interiors, France, and Germany--remain
difficult, with volumes, prices, and margins all weaker than
initially anticipated. This weakness is only partly offset by
stronger performance in Poland, Ireland, and U.K. exteriors.

Converging market conditions dented activity in the renovation
sector and hit new residential construction, diminishing the
benefit of the company's geographic diversification. SIG operates
in several European countries but its main markets all saw elevated
interest rates and the loss of purchasing power among private
households in 2023 and 2024. The group has roughly equal exposure
to the RMI and new build markets; both depend on consumer
sentiment, discretionary income, and interest rates.

S&P said, "We downgraded SIG because we anticipate that leverage
will remain above 5.0x for the next 12-18 months because of lower
earnings. In our base case, we forecast that adjusted EBITDA
margins will decline to 4.0%-4.2% in 2024, from 4.4% in 2023. This
reflects weaker demand in core markets such as France, Germany and
the U.K. In 2025, we anticipate that margins will strengthen to
4.6%-4.8%, supported by a modest rise in volumes. Management's cost
reduction and efficiency initiatives are progressing well and
should benefit the group in 2024 and 2025. The initiatives include
a permanent restructuring of central and operating company
overheads, a focus on commercial execution, and the implementation
of modernizations that will lower costs and improve control over
product mix.

"SIG's leverage in 2023 was 5.3x and we consider leverage of
4.0x-5.0x to be commensurate with a 'B+' rating. We predict that
SIG's adjusted EBITDA will be GBP107 million-GBP109 million in 2024
and GBP125 million-GBP127 million in 2025. Our EBITDA figure
captures one-off and restructuring costs, as well as the execution
of cost reductions and efficiency measures. We add to SIG's
reported gross financial debt about GBP320 million related to
operating leases, GBP20 million of postretirement obligations (net
of tax), and GBP40 million related to factoring arrangements.

"The downgrade is also driven by our base case forecast that FOCF
after lease payments will be negative in both 2024 and 2025.
Specifically, SIG's earnings in both years will be more than fully
utilized to cover interest expenses, working capital, capital
expenditure (capex), and lease payments of about GBP70 million.
This is notwithstanding SIG's focus on cash flow generation through
optimal working capital management, which is countercyclical and
typically has a release in a downturn, and low maintenance capex
due to the asset-light nature of the business. By contrast, our
forecast for BME Group Holding B.V. (B/Negative), one of the
leading European distributors of building materials, is that it
will generate strongly positive FOCF after leases.

"We consider SIG's financial policy to be conservative. It targets
leverage of 2.5x, based on International Financial Reporting
Standards 16.

"The stable outlook reflects our expectation that SIG's adjusted
debt to EBITDA will remain elevated at about 5.9x-6.0x in 2024 and
about 5.1x-5.2x in 2025. We also anticipate that the company will
maintain adequate liquidity and remain compliant with its financial
covenants."

S&P could lower the rating if:

-- Adjusted debt to EBITDA deteriorates to over 6.5x without swift
recovery prospects, or the company's FOCF after lease payments
weakens further. This could occur because of further margin
pressure, or a slower-than-anticipated recovery in the building
construction industry;

-- Liquidity weakened or the covenant headroom was eroded, either
by further negative FOCF after lease payments or a delay in
refinancing the revolving credit facility (RCF) due May 2026 and
the senior secured bond due November 2026 (so that it becomes a
short-term liability);

-- SIG departs from its prudent financial policy and resumes
paying dividends or pursuing debt-financed acquisitions, despite
the pressure on its credit metrics. S&P views this as a remote
scenario.

S&P could raise its rating on SIG if it developed a track record of
posting an adjusted EBITDA margin above 5% so that it generates
positive FOCF after lease payments and its adjusted debt to EBITDA
reduced to below 5.0x on sustainable basis.


SOUND POINT IV: Moody's Affirms B3 Rating on EUR8.95MM Cl. F Notes
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings on the following notes
issued by Sound Point Euro CLO IV Funding DAC:

EUR18,750,000 Class B-1 Senior Secured Floating Rate Notes due
2035, Upgraded to Aa1 (sf); previously on Dec 1, 2020 Assigned Aa2
(sf)

EUR10,500,000 Class B-2 Senior Secured Fixed Rate Notes due 2035,
Upgraded to Aa1 (sf); previously on Dec 1, 2020 Assigned Aa2 (sf)

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

EUR201,500,000 Class A Senior Secured Floating Rate Notes due
2035, Affirmed Aaa (sf); previously on Dec 1, 2020 Assigned Aaa
(sf)

EUR26,000,000 Class C Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed A2 (sf); previously on Dec 1, 2020
Assigned A2 (sf)

EUR19,925,000 Class D Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed Baa3 (sf); previously on Dec 1, 2020
Assigned Baa3 (sf)

EUR15,850,000 Class E Senior Secured Deferrable Floating Rate
Notes due 2035, Affirmed Ba3 (sf); previously on Dec 1, 2020
Assigned Ba3 (sf)

EUR8,950,000 Class F Senior Secured Deferrable Floating Rate Notes
due 2035, Affirmed B3 (sf); previously on Dec 1, 2020 Assigned B3
(sf)

Sound Point Euro CLO IV Funding DAC, issued in December 2020, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Sound Point CLO C-MOA, LLC with Sound Point Euro CLO
Management, LP acting as sub-adviser. The transaction's
reinvestment period will end in July 2024.

RATINGS RATIONALE

The rating upgrades on the Class B-1 and B-2 notes are primarily a
result of the benefit of the shorter period of time remaining
before the end of the reinvestment period in July 2024.

The affirmations on the ratings on the Class A, C, D, E and F 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: EUR326.7m

Defaulted Securities: none

Diversity Score: 59

Weighted Average Rating Factor (WARF): 2956

Weighted Average Life (WAL): 4.13 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 4.06%

Weighted Average Coupon (WAC): 4.41%

Weighted Average Recovery Rate (WARR): 44.26%

Par haircut in OC tests and interest diversion test: none

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
December 2021.

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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




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

BCC NPLS 2018: Moody's Cuts Rating on EUR282MM Cl. A Notes to Caa1
------------------------------------------------------------------
Moody's Ratings has downgraded the rating of Class A notes BCC NPLS
2018 S.r.l ("BCC 2018") and affirmed the rating of Class B notes.
This downgrade reflects lower than anticipated cash-flows generated
from the recovery process on the non-performing loans (NPLs) and
underhedging. The affirmation of the rating on Class B notes
reflects the lengthy recovery process and takes into account the
potential for improvement in collections.

EUR282M Class A Notes, Downgraded to Caa1 (sf); previously on Oct
24, 2023 Downgraded to B3 (sf)

EUR31.4M Class B Notes, Affirmed Ca (sf); previously on Oct 24,
2023 Downgraded to Ca (sf)

A comprehensive review of all credit ratings for the respective
transaction has been conducted during a rating committee.

RATINGS RATIONALE

The downgrade of Class A notes is prompted by lower than
anticipated cash-flows generated from the recovery process on the
NPLs and under-hedging.

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

Special Gardant S.p.A. (SG) has replaced the original servicer in
April 2023. As of May 2024, Cumulative Collection Ratio were at
50.43%, based on collections net of legal and procedural costs,
meaning that collections are coming significantly slower than
anticipated in the original Business Plan projections. This is
overall flat if Moody's compare it  against 49.67% at the time of
the latest rating action in October 2023, based on May 2023 data.
Through the May 31, 2024 collection period, twelve collection
periods since closing, aggregate collections net of legal and
procedural costs were EUR178.5 million versus original business
plan expectations of EUR354.0 million. In terms of Cumulative
Collections Ratio, the transaction has underperformed the
servicers' original expectations starting on the 6th collection
period after closing, with the gap between actual and servicers'
expected collections increasing over time. The new servicer has
recently updated the Business plan and total amount of future
collections are significantly lower than the outstanding amount of
the Class A Notes. In Moody's assessment, Moody's took into account
the lengthy recovery process and the potential for improvement or
deterioration in collections during the long period of time between
and final legal maturity.

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 89.2%, on the low
side compared to other Italian NPL transactions.

In terms of the underlying portfolio, the Gross Book Value ("GBV")
stood at EUR633.87 million as of May 2024 down from EUR1.05 billion
at closing. Borrowers are mainly corporates (around 87.4%) and the
portfolio is concentrated in Lombardia, Toscana and Emilia Romagna
(about 71.9%).

The Unpaid interest on Class B increased to around EUR8.13 million
as of April 2024, up from EUR4.99 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 EUR412 million reduction in GBV since
closing, principal payments to Class A have been around EUR132
million. The advance rate (the ratio between Class A notes balance
and the outstanding gross book value of the backing portfolio)
stood at 23.69% as of June 2024, down from 24.63% 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 have
considered additional stresses in its analysis, including a 6
months delay in the recovery timing.

Underhedging:

The transaction benefits from two interest rate caps linked to
six-month EURIBOR with J.P. Morgan SE (Aa1(cr), P-1 (cr)) acting as
cap counterparty. The cap strike for the receiver leg of caps
started from 0.50% and moves up stepwise to a maximum of 2.5% for
Class A and 4% for Class B. The cap covering class A has also a
payer leg with increasing strikes which are set at the same levels
as the six-month Euribor contractual cap for Class A (which is
capped from December 2022 till final maturity date at 2.5%
increasing to 3.5%.Six-month Euribor is now capped at 2.5% ).

The notional of the two interest rate caps was determined at
closing, it was initially equal to the outstanding balance of the
class A and Class B 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 EUR83.42 million while
Class A notes outstanding balance stands at EUR150.18 million. On
the contrary, Class B notes are fully hedged as of notional amount
starts to reduce only from 2026 and is still equal to issued
amount. Six-months EURIBOR for last payment date was 3.885% as it
was fixed 6 months before. The negative effect of this underhedging
is partially mitigated due to the six-month Euribor contractual cap
for Class A notes mentioned above.

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

Affirmation of the Class B notes' rating

Moody's affirmed the Class B notes. Despite the performance of the
transaction has deteriorated, Moody's took into account the lengthy
recovery process and the potential for improvement in collections
and considered the current Ca (sf) rating on the tranche still
appropriate.

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


FIBER BIDCO: Moody's Rates New EUR430MM Senior Secured Notes 'B2'
-----------------------------------------------------------------
Moody's Ratings has assigned a B2 rating to the new EUR430 million
backed senior secured Fixed Rate Notes to be issued by Fiber Bidco
S.p.A. ("Fedrigoni" or "the company"). Concurrently Moody's
affirmed the B2 long term corporate family rating and the B2-PD
probability of default rating of Fedrigoni, the B2 instrument
rating of the EUR665 million backed senior secured floating rate
notes maturing in 2030 and the B2 instrument rating of the EUR365
million backed senior secured fixed rate notes maturing in 2027.
The outlook has been changed to negative from stable.

The issuance is part of a larger transaction whereby Fiber Midco
S.p.A. (Midco), intermediate holding of Fedrigoni, is also offering
EUR300 million Senior Holdco Pay-If-You-Can Toggle notes due 2029
(unrated).

The proceeds of the EUR430 million backed senior secured notes
issuance will be primarily used to redeem the EUR365 million
existing senior secured fixed rate notes maturing in 2027. The
amount remaining after redemption and paying a prepayment premium
will be used also to reduce the current exposure under the SACE
guaranteed credit facility. Overall, the notes issuance will assist
to further improve Fedrigoni's debt maturity profile.

RATINGS RATIONALE

The decision to change the outlook to negative from stable is
primarily driven by the succession of transactions that added debt
within the restricted group over the last few months through a sale
& leaseback transaction, the issuance of the SACE loan and
refinancing, which adds another EUR50 million of debt to the
restricted group. The rating action is also driven by the decision
to repay the vendor loan outside of the restricted group through a
PIK instrument to be held by third party investors, which increases
the number of stakeholders with potentially diverging interests at
the level of Midco, a credit negative for Fedrigoni. Against the
backdrop of an already weakly positioned rating Moody's considers
these steps as a further evidence that Fedrigoni follows aggressive
financial policies as reflected in Moody's G-4 Governance score.

The B2 CFR of Fedrigoni is primarily supported by the company's
market-leading positions in a number of structurally growing
premium niches, with well-established brands, which allow it to
operate with a level of profitability that compares well with that
of most other paper producers. The exposure to the packaging
industry and good customer and product diversification in different
industries reduce the cyclicality of the company's operating
performance relative to other peers. The affirmation of the rating
factors in Fedrigoni's ability to generate solid EBITDA margin in
the low-to-mid teens (2023: 13.9% Moody's-adjusted) and the
expectation of positive free cash flow (FCF) generation given
relatively limited maintenance capital spending needs and the
realisation of efficiency improvement measures.

The rating is constrained by high gross leverage of 6.5x
Moody's-adjusted debt/EBITDA (5.5x on a net debt basis) in 2023,
calculated prior to the EUR50 million debt increase resulting from
the pending transaction.

Supported by Q1 results indicating a market stabilization which
will benefit EBITDA in 2024 and assuming that Fedrigoni will use
part of its cash balance (around EUR288 million as of March 2024)
for external growth opportunities which will increase EBITDA,
Moody's expects that Fedrigoni's leverage will reduce again towards
6.0x over the next 12-18 months, which would then be in line with
the expected level for the B2 rating category. Interest cover, as
measured by Moody's adjusted EBITDA/Interest expense, which is
currently at 1.5x, will benefit from reduced interest expense
resulting from the refinancing transactions.

Further constraints are the company's moderate scale, with revenue
of around EUR1.7 billion in 2023; exposure to volatile pulp prices;
and some, although decreasing, exposure to the structurally
declining and margin-dilutive coated wood-free and uncoated
wood-free paper segment.

LIQUIDITY

Fedrigoni maintains good liquidity, underpinned by EUR288 million
of available cash and EUR169 million availability under its EUR180
million committed revolving credit facility (RCF) and EUR25 million
of other available committed bilateral facilities as of March 2024,
as well as positive FCF generation. The RCF contains a springing
covenant tested only when the revolver is more than 40% drawn.
Moody's consider these sources sufficient to cover any seasonality
in cash flow. The current liquidity profile benefits from drawings
under the company's factoring programme of around EUR300 million.
The B2 CFR assumes continued access to this factoring programme.
Following the planned redemption of the EUR365 million backed
senior secured fixed rate notes from the proceeds of the new notes
issuance there are no significant debt maturities until 2027, when
eventual drawings under the RCF become due.

RATING OUTLOOK

The rating is currently weakly positioned. The negative rating
outlook takes into account Fedrigoni's high leverage of 6.5x
debt/EBITDA for 2023 prior to the debt increase resulting from the
sale-and-lease back transaction finalized in Q1 2024 and the notes
issuance and reflects Moody's concern that Fedrigoni will be
challenged to sustainably reduce leverage during the next 12 – 18
months back into the 5.0x – 6.0x range Moody's expects for the B2
rating of the company.

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

Moody's could downgrade Fedrigoni's rating if the company is unable
to swiftly restore credit metrics indicated by (1) Moody's adjusted
debt/EBITDA remaining above 6.0x (without taking into account the
shareholder loan or above 7.5x including the shareholder loan) on a
sustained basis; (2) interest cover below 2.0x EBITDA/interest
expense; or (3) negative free cash flow on a sustained basis.
Likewise, negative pressure could increase if (4) Moody's adjusted
EBITDA margin deteriorates sustainably below 10%; (5) liquidity
weakens; (6) if the company's cash flow would be applied to fund
further interest payments to the PIK investors or in case
refinancing risk related to the PIK rises; or (7) in case of
distributions to shareholders.

Moody's could upgrade Fedrigoni's CFR if (1) the company
demonstrates the existence of financial policies aimed to reduce
its debt/EBITDA ratio (as adjusted) sustainably below 5.0x (and
below 6.0x including shareholder loan), (2) interest cover is
trending above 3.0x EBITDA/ interest expense; (3) its Moody's
adjusted EBITDA margin remains sustainably in low teens in % terms;
(4) it builds a track record of material positive free cash flow
generation; and if (5) it strengthens its liquidity by building
sufficient cash balances.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Paper and
Forest Products published in December 2021.

COMPANY PROFILE

Fiber Bidco S.p.A. is the holding entity of Fedrigoni S.p.A.
Headquartered in Verona, Italy, Fedrigoni is a producer of
specialty paper and self-adhesive labels. With more than 5,000
employees and more than 70 production plants, distribution and
slitting centers, and R&D labs in Italy, Spain, Brazil, Turkey,
China, and the US, the group sells its products in more than 130
countries around the world. Fedrigoni was founded in 1888, and it
operates through its two business segments: Specialty Paper -
Luxury Packaging and Creative Solutions (LPCS) and
Self-Adhesive/Labels business (FSA). Fedrigoni reported revenue of
EUR1.7 billion for 2023.

In July 2022, Bain Capital Private Equity and BC Partners entered
into a joint ownership agreement for Fedrigoni.


RINO MASTROTTO: Moody's Assigns First Time B2 Corp. Family Rating
-----------------------------------------------------------------
Moody's Ratings has assigned a first-time B2 long-term corporate
family rating and B2-PD probability of default rating to Rino
Mastrotto Group S.p.A. (Rino Mastrotto or the company), a leading
supplier of high-quality leather and textiles for the luxury
fashion, automotive and interior design industries, based in Italy.
At the same time, Moody's has assigned a B2 instrument rating to
Rino Mastrotto's proposed EUR320 million backed senior secured
floating rate notes due 2031. The outlook is stable.

Proceeds from the proposed notes will be used to refinance the
company's existing debt, fund a shareholder payment of around
EUR124 million, as well as related transaction fees and expenses.

"The B2 rating is supported by the company's leading market
position as premium leather supplier for globally recognized luxury
fashion brands, with good and fairly stable profit margins and
sound liquidity with expected good cash generation. These strengths
are offset by the company's small size, its exposure to cyclical
end markets and high starting financial leverage of 5.6x pro-forma
for the transaction and the acquisitions made in late 2023", says
Giuliana Cirrincione, Moody's Ratings lead analyst for Rino
Mastrotto.

RATINGS RATIONALE

The B2 rating considers the company's market leading position as
premium leather supplier for globally recognized luxury fashion
brands, with exposure also to the automotive and interior design
sectors. Rino Mastrotto is one of the largest players in the
fragmented leather market, with strong diversification by end
markets and range of materials used, long-standing relationships
with key customers and vertical integration.

At the same time, the B2 rating reflects the company's small size
and its exposure to cyclical end markets which rely on highly
discretionary consumer demand and create potential earnings
volatility risk. On the positive side, the company's focus on
luxury and premium segments and its flexible cost structure have so
far resulted in good and fairly stable profit margins.

Rino Mastrotto's starting leverage is relatively high, with a
Moody's adjusted gross debt to EBITDA ratio of 5.6x in 2023,
pro-forma for the refinancing transaction and the EBITDA
contribution from the two businesses acquired in late 2023.
According to Moody's forecasts, leverage will gradually improve
towards 5x or slightly below that by the end of 2025, on the back
of broadly flattish or modest earnings growth in 2024 and a
stronger EBITDA uplift from 2025, as the impact of better product
mix, savings and economies of scale becomes more visible.

Moody's acknowledge that Rino Mastrotto  aims to consolidate its
position in its Luxury Creations business unit by growing the
existing client portfolio and adding new customers - either
organically or via M&A. In addition, the company also plans to
increase its market share in the leather seats and interior panels
segments within the Automotive & Mobility division, and to expand
in Interior Design by leveraging on cross-sell opportunities from
its textile offering. However, Moody's believe the company's
strategy to become a larger player in the Automotive & Mobility and
Interior Design divisions carries a degree of execution risk, with
main downsides being a still uncertain consumer spending
environment throughout 2024 and potential competitive pressure.

Excluding the extraordinary EUR124 million dividend payment
following the refinancing transaction, Moody's forecast that Rino
Mastrotto will generate around EUR15-20 million FCF (on a Moody's
adjusted basis) in both 2024 and 2025. This is based on the
assumption of annual capital investments of approximately 4% of
sales - which includes both maintenance and fully discretionary
expansionary capex -, and limited working capital needs.

The rating also takes into account Rino Mastrotto's solid track
record of successful business integrations. Since the takeover by
NB Renaissance in 2019, the company has completed seven business
acquisitions, which have resulted into a larger customer base,
broader product diversification and higher margins through revenue
and cost synergies and economies of scale. Although Moody's current
forecasts do not include any imminent business acquisitions, M&A
should be considered as a recurring item within the company's
financial policy, given its small size and its strategy to increase
business diversification and profitability. Moody's expectation is
that the company will maintain a selective and prudent approach
towards any future M&A opportunity, meaning that acquisitions will
not be debt-funded, they will entail an acquisition price
commensurate with the company's liquidity position, and will be
EBITDA accretive with a short payback period.

ESG CONSIDERATIONS

ESG and specifically governance is a key driver of the rating
action. This reflects the weight placed on Rino Mastrotto's
financial policy and concentrated ownership by NB Renaissance.
Despite the extraordinary dividend payment within the proposed
refinancing transaction, Moody's expect shareholders – which
include also the Mastrotto family with a 30% ownership stake - to
target a gradual leverage reduction while maintaining prudent M&A
strategy. Exposure to environmental and social risks exist but have
less influence on the rating.

LIQUIDITY

Pro-forma for the proposed refinancing transaction, Moody's expect
Rino Mastrotto to maintain good liquidity, supported by EUR51
million cash balance as of May 2024 and access to its EUR50 million
new revolving credit facility (RCF). Moody's also forecast
operating cash flow generation after interest and income tax
payments to be good, in the range of EUR30-35 million annually, and
to abundantly cover all basic cash needs over the next 12-18
months. These include estimated EUR8 million annual working capital
needs on average, and EUR15 million capital spending per year,
which comprises both maintenance (60%) and expansionary capex
(40%). As a result, according to Moody's estimates, free cash flow
(adjusted for the use of factoring and excluding the extraordinary
dividend of EUR124 million) will be around EUR15-20 million
annually, which provides a liquidity buffer for the company to fund
small bolt-on acquisitions - in line with its recent past - or to
reduce financial debt.

Moody's expect the RCF will remain largely undrawn, as swings in
working capital due to business seasonality, mainly related to the
purchase of leather hides in Q1, are manageable within the
company's internal cash generation capacity. The RCF contains a
springing covenant of super senior net leverage below 1.1x to be
tested when the drawings of the RCF exceed 40% of the committed
amounts, under which Moody's expect the company to maintain ample
capacity.

STRUCTURAL CONSIDERATIONS

The B2 rating of the proposed EUR320 million backed senior secured
floating rate notes is in line with the CFR, to reflect that they
represent the majority of the company's new debt structure.
According to Moody's Loss Given Default for Speculative-Grade
Companies (LGD) methodology, the B2 CFR is aligned with the B2-PD
probability of default rating, based on an assumed recovery rate of
50%, as customary for transactions that include both senior secured
bonds and bank debt.

The super senior revolving credit facility ranks at the top of
Moody's LGD waterfall, followed by the EUR320 million backed senior
secured floating rate notes and trade payables. The size of the
revolving credit facility is not significant enough to warrant a
notching of the bond below the CFR according to Moody's LGD
methodology.

Both the backed senior secured floating rate notes and the super
senior RCF are secured against share pledges of the main companies
of the group. Moody's typically view debt with this type of
security package to be akin to unsecured debt. Guarantor
subsidiaries at closing will account for at least 80% of
consolidated adjusted EBITDA.  

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects Moody's expectation that Rino Mastrotto
will maintain good operating performance across all business
divisions, supported by a progressively growing share of wallet
with existing clients and contract wins, with its Moody's adjusted
leverage progressively declining to slightly below 5x over the next
12-18 months, and positive free cash flow (FCF) before acquisition
spending of EUR15-20 million annually. The stable outlook also
assumes an at least adequate liquidity profile, including a prudent
M&A policy.

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

Moody's could upgrade Rino Mastrotto's ratings if Moody's adjusted
gross debt to EBITDA moves sustainably below 4.5x, Moody's adjusted
EBIT margins improve to the high-teen percentages, and Moody's
adjusted EBIT interest expense cover ratio is sustainably above
2.5x.

Moody's could downgrade Rino Mastrotto's ratings if Moody's
adjusted gross debt to EBITDA remains above 5.5x on a sustained
basis, Moody's adjusted EBIT margins decline towards the low-teen
percentages, Moody's adjusted EBIT interest expense cover ratio is
below 1.5x, and liquidity weakens as a result of persistently
negative free cash flow or an aggressive M&A strategy.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Headquartered in Vicenza, Italy, Rino Mastrotto is a leading
supplier of premium  leather, high-quality textiles and value-added
services for the luxury fashion, automotive and interior design
industries. The company has three business divisions: Luxury
creations (50% of sales in 2023), Automotive & Mobility (around 33%
of sales); and Interior Design (around 17% of sales).

Rino Mastrotto reported EUR332 million sales and EUR57 million
EBITDA in 2023.

Rino Mastrotto is majority-owned by private equity investment firm
NB Renaissance, which owns a 70% stake in the company since 2019,
while the founding family and the management retain the remaining
30% stake.


RINO MASTROTTO: S&P Gives Prelim 'B' LongTerm ICR, Outlook Stable
-----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Italian leather and textile manufacturer Rino
Mastrotto and its preliminary 'B' issue rating to the company's
proposed EUR320 million notes with a recovery rating of '3'
(recovery expectation: 50%-70%). The final ratings will depend on
our receipt and satisfactory review of all final documentation and
final terms of the transaction.

S&P said, "The stable outlook reflects our expectation that Rino
Mastrotto will continue to expand its sales by 4.5%-5.0% over the
next two years while improving its adjusted EBITDA margins to about
19%-21%, driven by a gradual shift to the luxury creation segment,
a better absorption of fixed costs linked to stronger topline
volumes, and improved operating leverage related to the flexibility
of company's production lines. We estimate this will translate into
adjusted debt to EBITDA approaching 5.0x in 2025 and positive
annual free operating cash flow (FOCF) generation (after leases) of
EUR10 million-EUR20 million."

Rino Mastrotto enjoys an established market position in the leather
goods industry, with a focus on the high-end of the segment. Rino
Mastrotto supplies clients across luxury creation, automotive, and
interior design, serving the premium segment, which has
demonstrated an overall good resilience across different economic
cycles.

Within the luxury creation segment, the company is a strategic
partner for global personal luxury goods players, with a market
share of approximately 10% for calf and bovine leather and about
6%-7% for textiles. Within the leather industry, calf and bovine
leather accounts for about 60% of the high-end leather segment,
with the remainder represented by lamb, goat, and other exotic
leather, to which Rino Mastrotto does not have exposure.

Within the personal luxury goods industry, soft luxury (including
ready-to-wear, apparel, bags, accessories, and shoes) represents
about 50% of the overall industry and is expected to post average
value growth of about 5%-6% during next five years. However, S&P
has observed that in recent years, several major luxury houses have
started to internalize their production processes to reduce
reliance on suppliers, posing a potential risk to Rino Mastrotto's
growth. That said, S&P understands that the in-house capabilities
of the global luxury houses represent on average only 15%-20% of
the calf and bovine leather volume needs.

In the automotive segment, Rino Mastrotto leads with an estimated
market share of about 20% in leather for steering wheels, while it
is expanding in interior car panels and seats, although market
share remains still very limited. The use of genuine leather
remains a differentiating factor for the premium and luxury
automotive segment, although--especially in steering wheels (core
segment for Rino Mastrotto)--the industry is shifting to other
materials, which could lead to swings in volumes. Positively,
within the automotive sector, we note that volume trend for premium
and luxury cars is outperforming the broader mass market segment,
and that Rino Mastrotto has won some new contracts with premium
automakers starting in 2024 and 2025.

In the interior design segment, Rino Mastrotto holds an estimated
10% volume market share in high-end leather upholstery in 2023,
with a total estimate value of about EUR23 billion-EUR25 billion
(representing about 52% of total furniture market). S&P estimates
that the addressable market for Rino Mastrotto will continue to
post positive market growth, with an expected compound annual
growth rate (CAGR) of 5%-7% over 2023-2028 driven by the
premiumization trend and personalization.

Rino Mastrotto benefits from long-lasting relationships with its
key clients, leveraging on its manufacturing know-how and
capabilities, integrated and flexible value chain, and "one-stop
shop" business model. The company serves a relatively large
customer base and benefits from multi-decade relationship with most
of its top clients. Customers include iconic luxury fashion brands,
well-recognized and premium automotive brands, and other renowned
brands in the interior design arena. In some cases, they are the
sole supplier for certain iconic products, highlighting their
position as a key partner for its clients.

Rino Mastrotto covers the vast majority of the manufacturing
process, from sourcing raw materials to delivering the
semi-finished products. S&P said, "We understand that leather
manufacturing is a relatively complex process requiring various
steps and lasting several weeks, and that the company's advanced
technology allows it to improve the overall final quality of the
leather utilized. We believe Rino Mastrotto's strong know-how in
working different types of leather and craftmanship, along with its
ability to obtain top quality consistent leather starting from
heterogeneous inputs, represents a key competitive advantage
compared to peers. Moreover, by leveraging the expertise of the
companies acquired over the years, Rino Mastrotto can offer
additional services such as stamps, decoration, and embroidery."

S&P said, "We view positively Rino Mastrotto's vertical integration
activities, which significantly reduce delivery times, increasing
efficiency, and giving some competitive advantage compared with
less integrated manufacturers. The company also co-develops some of
its clients' products by bringing innovation and creativity to the
production process, reinforcing its partnership with some of its
key customers, which ultimately translates into a strong client
retention rate. Rino Mastrotto functions as a "one-stop shop"
ensuring substantial cross-selling opportunities by providing
majority components of the finished product that would otherwise
need to be sourced separately, thus simplifying and streamlining
its clients' supply chain."

Rino Mastrotto has a good diversity in terms of business divisions,
with limited costumer and supply concentration. This, combined with
its focus on the premium segment, gives the company pricing power,
providing some resilience against negative macroeconomic cycles.

Rino Mastrotto operates across three distinct business units, each
with different market dynamics: luxury creations, accounting for
51% of the company's total sales in 2023 on a pro-forma basis
including most recent acquisitions, automotive (33% of sales), and
interior design (16%). This level of diversification reduces risks
associated with dependence on single market segment, limiting
overall volatility in company's operating performance. Moreover,
the company does not have any significant supplier or customer
concentration, with the top five customers accounting for 30%-35%
of 2023 pro-forma sales. The company's supplier base is also
well-diversified, with no supplier representing more than 8% of
total purchases of raw materials.

Rino Mastrotto mainly serves the higher-end premium segment of its
business divisions, which has proven to be resilient even in
uncertain times. In fact, the soft personal luxury goods market has
shown good resilience over time, with 2019-2022 CAGR close to
7%-8%. Similarly, the segment for premium cars has consistently
outperformed the mass market segment, with CAGR of about 4%-5% in
volume terms. As such, S&P believes that Rino Mastrotto' premium
market positioning has given it superior pricing power, which has
ultimately translated into sound historical profitability.

S&P said, "Over time, Rino Mastrotto has gradually improved its
margins and we expect S&P Global Ratings-adjusted EBITDA margins of
19%-21% over 2024-2025. Over 2019-2023, the company posted an S&P
Global Ratings-average adjusted EBITDA margin of about 17.0%. We
expect this will increase to about 19%-20% in 2024 and close to 21%
by year-end 2025, supported by the company's gradual shift to the
luxury creation segment, which retains higher marginality than
automotive and interior design." Other supportive drivers include
the premiumization trend in personal luxury goods, a better
absorption of fixed costs linked to stronger higher topline
volumes, and improved operating leverage related to the flexibility
of company's production lines. The improvement is also explained by
Rino Mastrotto's ability to source raw material from different
countries at favorable prices. The company's direct relationships
with the slaughterhouses, and deep knowledge across a wide range of
animals will allow it to constantly adjust the sourcing mix,
reducing average costs and preserving margins, while keeping
high-quality standards.

Margin development will also depend on Rino Mastrotto's ability to
achieve cost savings related to the implementation of new
technologies. Those include projects related to conscious water
consumption and sustainable wastewater disposal, enabling a more
efficient tanning process, resulting in significant water and
chemical cost savings; as well as insourcing of trimming and
production processes resulting in a reduction of outsourcing and
logistics costs. Profitability improvement could be constrained by
the company's reliance on high-skilled labor for the most
profitable steps of the production process (finishing, cutting,
printing, and embossing). As the market for highly-skilled
personnel is very competitive, the company may encounter personnel
shortages or salary pressures that could hinder its operations.

Rino Mastrotto has limited size with a relatively high
concentration in Italy in terms of manufacturing capabilities. With
revenue of about EUR363 million and S&P Global Ratings-adjusted
EBITDA of EUR58 million in 2023, Rino Mastrotto is a niche player
that generates most of its revenue in Italy (40%), France (18%),
U.S. (21%), and other countries (20%). The exposure to these
countries, primarily Italy and France, is explained by the nature
of its business as a supplier primarily serving luxury fashion
brands. The company operates a total of 16 plants, of which 12 are
production plants (nine in Italy, one in Sweden, one in Brazil, and
one in Mexico) and the others are distribution centres. Rino
Mastrotto's plants and distribution centers are strategically
located close to raw material suppliers as well as the main luxury
fashion houses driving de-complexity in logistic activities.
However, the customer proximity to their major automotive
manufacturers is relatively limited considering the locations of
customers' operations in Continental Europe, the U.S., and Asia
Pacific.

Rino Mastrotto's product range is focused on leather (90% of 2023
pro-forma sales), however it has started to diversify into textile
and other leather-like solutions that S&P views positively, but
with attached execution risk. Rino Mastrotto's product range
traditionally focuses on leather, particularly calf and bovine
leather, representing 63% of 2022 market leather consumption in the
high-end of luxury segment. However, since 2018, Rino Mastrotto has
been diversifying away from the leather industry (currently
representing 90% of 2023 pro-forma sales from 100% in 2018), into
the textile sector. This expansion was primarily achieved through
the acquisitions of Tessitura O. Mariani in 2022, a manufacturer of
luxury textiles for the fashion industry, Imatex in 2023, a
producer specializing in jacquard textiles for high-end furniture,
and Mapel Group in 2023, a manufacturer specialized in tapes and
components for the fashion industry. By 2023, the textile and
components segment accounted for 9% of Rino Mastrotto's revenue.
The company aims to further grow this segment by leveraging
cross-selling opportunities with its existing leather clientele.
Additionally, Rino Mastrotto has formed a partnership with a new
supplier to produce alternative synthetic materials, with specific
applications for the automotive industry. While S&P views this
diversification strategy positively, it believes the company could
face execution risk associated with the penetration of these new
markets, with different dynamics and potentially high competition
from established players in the market.

S&P said, "We expect Rino Mastrotto to report positive annual FOCF
of EUR10 million-EUR20 million (after leases) during 2024-2025.Over
the past five years, maintenance capital expenditure (capex) has
remained stable, within 1.5%-2.0% of revenue, and we expect this to
continue over time. On the other hand, expansion capex has been
historically around EUR6 million-EUR8 million annually, but it
increased to EUR17 million in 2023 due to substantial new
investments in photovoltaic plants, new headquarters, and new green
technologies, as well as the upgrade of the Tessitura Mariani plant
and set-up of a new plant in Tuscany. We anticipate that annual
capex will remain higher until 2026 (in the range of EUR13
million-EUR18 million each year), owing to investment in new
technologies.

"We observed that Rino Mastrotto's plants are not operating at
their full capacity, with most facilities exhibiting over 20% of
excess capacity. This can lead to the under-absorption of fixed
costs. However, it also implies that the company will not require
additional investment in expansionary capex to support volume
growth. Working capital is expected to remain stable at
approximately 25% of revenue. In 2023, we observed an increase in
working capital driven by a strategic decision to build-up
inventory to mitigate raw material quality fluctuations and prevent
production disruptions. For fiscal year 2024 and 2025, we expect
EUR5 million-EUR10 million of cash absorption associated to working
capital requirements. However, considering the new contracts signed
within the automotive segment, we anticipate higher working capital
requirements in 2026 due to the anticipated higher sales.

"Under our base case, we estimate that Rino Mastrotto will post
adjusted debt to EBITDA of close to 5.5x at year-end 2024, and
approaching 5.0x in 2025.Rino Mastrotto intends to issue EUR320
million senior secured floating-rate notes due 2031, to refinance
the existing debt, right size its capital structure, and decrease
the total cost of debt. As part of the proposed transaction, Rino
Mastrotto will pay a EUR124 million one-off dividend to its
shareholders. Our adjusted debt figure includes the EUR320 million
senior secured floating-rate notes, our estimate of about EUR33
million-EUR36 million of factoring liabilities, about EUR37
million-EUR40 million put options on minority stakes, and a limited
amount for lease and pension liabilities. We do not net cash from
our adjusted debt calculation in line with our criteria for
financial sponsor owned companies.

"Although the company is majority owned (70%) by NB Renaissance
(private equity) we view positively that the family will remain
invested with a stake of 30%. We anticipate adjusted debt to EBITDA
to reach about 5.5x at year-end 2024 (post transaction), before
decreasing toward 5.0x in 2025. The deleveraging is supported by
our expectation of an EBITDA increase thanks to pricing initiatives
and positive volumes, combined with higher sales contribution
coming from luxury creation, and cost saving initiatives. We
understand that the company wants to continue acting as an industry
consolidator, although we do not include mergers and acquisitions
within our base case, considering the limited visibility. That
said, bolt-on acquisitions could delay the expected deleveraging,
although we do not anticipate major deviations in credit metrics.
Finally, we believe that the current company's shareholder
structure has a relatively long investment horizon and that credit
metrics are better placed than typical private-equity owned
entities.

"The stable outlook reflects our expectation that Rino Mastrotto
will continue to expand its sales by 4.5%-5.0% over the next couple
of years while improving its adjusted EBITDA margin at about
19%-21%, underpinned by the gradual shift toward the luxury
creation segment, better absorption of fixed costs linked to
stronger higher topline volumes, and improved operating leverage
related to the flexibility of company's production lines. We
estimate this will translate into adjusted debt to EBITDA
approaching 5.0x in 2025 and positive annual FOCF generation (after
leases) of EUR10 million-EUR20 million."

Downside scenario

S&P could lower its rating on Rino Mastrotto if adjusted debt to
EBITDA increases above 7x or if the company becomes unable to
generate positive FOCF. This could stem from operating setbacks
such as the loss of key customer contracts as a result of weaker
consumer demand, a higher share of production internalization from
its clients, or execution risk related to company's penetration
strategy of the textile market. A more aggressive financial policy
favoring significant debt-funded acquisitions or shareholder
returns could also pressure the rating.

Upside scenario

A positive rating action would require Rino Mastrotto to improve
credit metrics such that the adjusted debt-to-EBITDA ratio remains
comfortably below 5x and with a track-record and clear financial
policy commitment to maintain the leverage at this level over time.
A positive rating action would also depend on the company's
successful diversification into alternative synthetic materials,
resulting in a more diversified product range and higher scale,
along with the ability to continually sustain higher positive
FOCF.

S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Rino Mastrotto,
because of the company's ownership (70% financial sponsor and 30%
Mastrotto family). We view financial sponsor-owned companies with
aggressive or highly leveraged financial risk profiles as
demonstrating corporate decision-making that prioritizes the
interests of the controlling owners. This also reflects the
generally finite holding periods and a focus on maximizing
shareholder returns. Still, we positively view that the family
remains invested with a stake of 30% and think the company's
shareholder structure has a relatively long investment horizon than
typical private-equity owned entities.

"Environmental and social factors have a neutral influence on our
credit analysis of Rino Mastrotto. Leather is, by its nature, a
sustainable and biodegradable product that supports the circular
economy as raw hides, the key resource in the leather production
process; are a by-product of the meat food production process; and
an additional source of revenue for slaughterhouses for materials
that would otherwise be disposed of as waste. However, leather
production relies on carbon dioxide-emitting inputs such as hides
and chromium, such that we think it is somewhat more
carbon-intensive. We acknowledge the company's efforts in reducing
scope 1 and 2 greenhouse emissions by 45% over the past three
years, and its development of technologies allowing a reduction of
water and chemicals consumption within the tanning phase."
Increasing environmental and animal wellness considerations have so
far not materially affected customers' demand for leather, which
remains primarily identified as a luxury feature. The company is
also investing in developing alternative materials to leather, as
seen by its recent partnership a new supplier to produce
alternative synthetic materials, with specific applications for the
automotive industry.


SESTANTE FINANCE 4: S&P Affirms 'D(sf)' Rating on 3 Tranches
------------------------------------------------------------
S&P Global Ratings raised to 'AA (sf)' from 'A+ (sf)' its credit
rating on Sestante Finance S.r.l. series 4's class A2 notes. At the
same time, S&P affirmed its 'D (sf)' ratings on the class B, C1,
and C2 notes.

The rating actions follow S&P's credit and cash flow analysis of
the most recent transaction information that it has received, as of
the April 2024 payment date.

S&P said, "Severe delinquencies of more than 90 days were at 3.55%,
up from 2.16% at our previous review. Total arrears for more than
30 days have increased to 4.9% from 4.2% over the same period. This
transaction defines defaults as mortgage loans in arrears for more
than 12 months. If we recalculate the arrears ratio based on the
performing balance (net of defaults), total arrears also increased
to 8.9% from 7.2% over the same period. Despite arrears increasing
since our previous review, they are not comparable with the
historical peaks. The servicer's strategy has been to reduce
outstanding arrears by making delinquent positions return to
performing and reducing new defaults. Cumulative defaults are
21.6%, compared with 21.2% as of our previous review.

"After applying our global RMBS criteria, including reperforming
adjustments to 8.2% of loans classified as reperforming, our credit
analysis shows an increase in the weighted-average foreclosure
frequency (WAFF) compared with our previous review. This increase
is mainly due to the application of reperforming adjustments and
partially due to higher arrears. Our analysis also shows a decrease
in the weighted-average loss severity (WALS) at all ratings, driven
by a decrease in the weighted-average current loan-to-value
ratio."

  Credit analysis results

                       APRIL 2024           JANUARY 2023

  RATING LEVEL      WAFF (%)   WALS (%)   WAFF (%)   WALS (%)

  AAA               27.94      11.88      22.29      17.87

  AA                21.87       8.90      17.59      14.87

  A                 18.72       3.17      15.18       8.85

  BBB               15.57       2.00      12.74       5.71

  BB                12.42       2.00      10.25       3.63

  B                 11.67       2.00       9.63       2.00

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity.


Available credit enhancement for the class A2 notes has increased
to 14.9% from 10.3% as of S&P's previous review, partially due to
the slight decrease in the unpaid principal deficiency ledger.

The reserve fund has not been replenished since its depletion in
August 2009.

S&P said, "During the previous review, we performed our cash flow
analysis without giving benefit to the swap and we delinked our
ratings on Sestante Finance series 4's notes from the resolution
counterparty rating (RCR) on the swap counterparty (Commerzbank
AG), which is 'A (sf)'. In this review, we have also performed our
cash flow analysis without giving benefit to the swap.

"In line with our sovereign risk criteria, we determined the
transaction's sensitivity to sovereign risk to be low. Despite
arrears increasing in the past year, arrears are materially lower
than their historical peaks. For this review, we received
additional information about reperforming loans, for which we
incorporated adjustments in our credit analysis. Based on these
considerations and our cash flow results, the class A2 notes can
now be rated up to six notches above the unsolicited sovereign
credit rating on Italy, or 'AA (sf)', compared to the four-notch
cap we applied in our previous reviews.

"Considering the results of our updated credit and cash flow
analysis, the available credit enhancement for the class A2 notes
of 14.9% can support a 'AAA' rating level. However, our sovereign
risk criteria cap at 'AA (sf)' our ratings on the notes in this
transaction. We therefore raised to 'AA (sf)' from 'A+ (sf)' our
rating on the class A2 notes.

"The class C1 and C2 notes breached the interest deferral trigger
in October 2013, and the class B notes breached it in October 2016.
These classes have not received any interest payments since. As
interest on the class B, C1, and C2 notes remains unpaid, we
affirmed our 'D (sf)' ratings on these classes of notes.

"We also consider the transaction's resilience to additional
stresses to some key variables, in particular defaults and loss
severity, to determine our forward-looking view. We expect
borrowers' ability to repay their mortgage loans to be highly
correlated to macroeconomic conditions, particularly unemployment,
consumer price index (CPI) inflation, and interest rates. Our
expected CPI inflation for Italy is 1.4% in 2024 and 1.9% in 2025,
and our forecasts for unemployment for 2024 and 2025 are 7.3% and
7.4%."

Furthermore, a decline in house prices typically affects the level
of realized recoveries. For Italy, we forecast a year-on-year
reduction of nominal house prices of 3.9% in 2024 and 1.0% in
2025.

S&P therefore ran additional scenarios with increased defaults of
up to 30% and higher WALS at the 'AAA' rating level of 17.88%--up
from 11.88%--after applying a 10% haircut to the original property
values.

The results of the above sensitivity analysis indicate a
deterioration of one notch on the class A2 notes, which still pass
at 'AA+' despite the 'AA' sovereign cap. This means the transaction
can withstand higher defaults and losses, and that the assigned
rating remains robust under these stresses.

S&P has not considered this sensitivity analysis for the class B,
C1, and C2 notes as they are rated 'D (sf)'.

Sestante Finance's series 4 is an Italian RMBS transaction, which
closed in December 2006. It is backed by a pool of residential
mortgage loans originated by Meliorbanca SpA, which merged with
BPER Banca SpA in 2012.




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

ACCELL GROUP: S&P Lowers ICR to 'CCC-' on Capital Structure Talks
-----------------------------------------------------------------
S&P Global Ratings lowered to 'CCC-' from 'CCC+' its ratings on
Dutch E-Bike Maker Accell Group (Sprint HoldCo B.V.) and its
outstanding debt obligations.

The negative outlook reflects that S&P could lower the rating
further if Sprint HoldCo announces a debt restructuring that it
views as distressed and tantamount to default.

The announcement follows weak sales results in the first half of
2024. On June 25, 2024, Accell Group announced that it plans to
discuss its capital structure with shareholders, lenders, and other
stakeholders. Weaker-than-expected sales volumes in the first half
of 2024--hampered by unfavorable weather conditions and continued
high discounts to reduce the industry-wide high level of
inventory--have prompted the company to undertake actions to
right-size its capital structure, including a liquidity support
package.

S&P said, "In our view, an Accell Group default is nearly
inevitable within the next six months as it faces its interest
payment in December 2024. Although the capital structure emerging
from the discussions is not yet defined, we believe that a default,
distressed exchange, or redemption is almost inevitable within the
next six months. We view the group as exposed to a liquidity
shortfall as the company's next interest payment on its term loan B
is due in December 2024, and we don't expect the group to have
sufficient liquidity to address it, absent any liquidity support.

"The negative outlook reflects our view that the company is almost
certain to face default scenarios over the next six months, such as
deferred interest payments, and debt restructuring whereby lenders
will be receive less than originally promised from the ongoing
discussion."

Downside scenario

S&P would lower the rating on Sprint HoldCo B.V. if it completed a
debt exchange or debt restructuring that it viewed as distressed,
whereby lenders received less than originally promised or if it
missed its interest payment due December 2024.

Upside scenario

S&P is unlikely to raise the rating at this stage. A positive
rating action would involve unforeseen favorable circumstances,
such as extraordinary support from shareholders.


SAMVARDHANA MOTHERSON: Moody's Puts Ba1 CFR on Review for Upgrade
-----------------------------------------------------------------
Moody's Ratings has assigned a Ba1 corporate family rating on
review for upgrade to Samvardhana Motherson Automotive Systems
Group B.V. (SMRP), a wholly-owned subsidiary of Samvardhana
Motherson International Limited (SAMIL, Ba1 RUR-UP).

In March this year, SAMIL announced that it had almost completed
its company-wide reorganization to move its international
businesses under its 100%-owned SMRP. Following the reorganization,
SMRP's EBITDA accounts for around 80% of SAMIL's, up from 67%.

"SMRP's rating reflects SAMIL's credit quality, given its ownership
and strong interlinkages with its parent – including strategic
oversight and board representation, business synergies through
common raw material sourcing, customer engagement and
cross-selling, and a soon-to-be-completed common unified treasury
function to enable cash fungibility across SAMIL companies," says
Kaustubh Chaubal, a Moody's Senior Vice President, who is also lead
analyst for SAMIL and SMRP.

RATINGS RATIONALE

SMRP's Ba1 CFR reflects as credit strengths the company's (1)
growing importance to its sole shareholder, SAMIL; (2) deeply
entrenched product offering that further bolsters its market
position; (3) improving scale, diversification, scope and
profitability, especially on the back of recent acquisitions; (4)
strong execution of its acquisition strategy; (5) optimization of
working capital, which aids positive free cash flow generation
despite its capital spending; and (6) established track record of
financial discipline and measured growth that preserve its solidly
positioned credit metrics and good liquidity.

These strengths are counterbalanced by the company's exposure to
the global automotive industry, which accounts for over 90% of its
earnings.

Moody's expects SMRP's revenues will grow to $12.4 billion for the
fiscal year ending March 2025 (fiscal 2025) up from $6.7 billion in
fiscal 2023, and its EBITA margin will steadily improve to 6% after
staying in the 3%-5% range over the past few years.

SMRP has a successful track record of growing its business through
organic and inorganic routes while judiciously funding through a
good mix of debt and internal cash flow generation. Since January
2023, SMRP announced eight acquisitions that entailed a net cash
outflow of around $560 million, taking its Moody's-adjusted
debt/EBITDA leverage to 4.2x at December 2023 from 3.5x at March
2023. Nonetheless, full-year operations of the acquired businesses
and completion of the reorganization, synergies and cross-selling
opportunities would improve the company's EBITDA and pave the way
for its leverage to correct to 2.0x by March 2026.

SMRP's rating is on review for upgrade, mirroring the rating action
taken on its parent SAMIL. The review will focus on Moody's
assessment of SAMIL's ability to maintain credit metrics and
financial policies commensurate with an investment-grade rating,
with a degree of cushion to absorb some risks. The agency expects
to conclude the review within the next 60-90 days.

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

Moody's could upgrade the rating to investment grade if SAMIL
delivers on its strategic priorities and improves its operating
profile, such that it maintains its leverage below 3.0x and
increases its Moody's-adjusted EBITA margin toward 7% while
generating positive free cash flow, all on a sustained basis. An
upgrade would also depend on the company maintaining at least a
good liquidity profile.

Moody's expects SMRP to remain an integral part of SAMIL and for it
to operate with a single, unified treasury. Any deviation from
these expectations, including a reduction in SAMIL's shareholding
in SMRP or a decline in SMRP's importance to SAMIL, would lead the
rating agency to revisit its analytical approach and would impact
the rating.

LIQUIDITY

SMRP's liquidity is good. The company's consolidated cash, cash
equivalents and short-term investments were about $650 million
(EUR605 million) as of December 2023 (pro-forma for the
reorganization). This, together with its Moody's-estimated cash
flow from operations of $880 million over the 18 months until June
2025, will be more than sufficient to meet its regular cash
obligations of just over $1.3 billion. These cash obligations
comprise $736 million in debt repayments as well as capital
expenditure and dividends.

Moreover, multiyear revolving credit facilities with undrawn
amounts of $650 million provide SMRP cushion to tide through
seasonal variations in its operations, as well as fund its growth
capex and payments with respect to purchase considerations for its
announced acquisitions.

SMRP's liquidity is also supported by its sole shareholder SAMIL,
which has previously extended shareholder loans.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

SMRP has taken conscious steps to manage environmental risks, in
particular risks associated with carbon transition through its
power train agnostic product portfolio as well as its focused
strategy on increasing the proportion of non-auto sales. As to
social risk considerations, SMRP's exposure relates to human
capital, health and safety and changing demographic and societal
trends, which are inherent to auto suppliers.

As to governance, whereas concentrated ownership and control can
raise potential conflicts of interest and/or related-party
transactions that are not aligned with creditor interests, the
concentrated ownership with SAMIL has benefited SMRP and its
creditors.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Automotive
Suppliers published in May 2021.

Samvardhana Motherson Automotive Systems Group B.V. (SMRP) is a
wholly-owned subsidiary of Samvardhana Motherson International
Limited (SAMIL), a leading supplier of wiring harness, vision
systems, modules and polymer products, integrated assemblies and
other emerging businesses outside the automotive sector. SAMIL is
listed on India's two stock exchanges – the National and Bombay
stock exchanges. The Sehgal family held a 50.5% stake in SAMIL as
of March 31, 2024. Following a just-completed entity-wide
reorganization, all of SAMIL's international operations are held
through SMRP.


SPRINT BIDCO: Fitch Lowers LongTerm IDR to CCC-, On Watch Negative
------------------------------------------------------------------
Fitch Ratings has downgraded Sprint Bidco B.V.'s (Accell) Long-Term
Issuer Default Rating (IDR) to 'CCC-' from 'CCC' and its senior
secured debt to 'CC' from 'ССС-', and placed all ratings on
Rating Watch Negative (RWN).

The downgrade reflects an increasing risk of Sprint's debt
restructuring in light of its persistently unsustainable credit
metrics, deeply negative free cash flow (FCF) and tightening
liquidity due to weak operating performance and uncertain
turnaround prospects.

The RWN reflects high likelihood of a near-term downgrade after the
recent initiation of discussions with lenders aimed at securing a
more sustainable capital structure.

KEY RATING DRIVERS

Debt Restructuring Highly Likely: On 26 June 2024, Sprint announced
that it has begun discussion with its stakeholders to achieve a
more sustainable capital structure. This action follows Sprint's
unsustainable leverage and tightened liquidity headroom due to weak
operating performance and product recall. The likelihood of a debt
restructuring, which under Fitch's criteria would be classified as
distressed debt exchange (DDE), is increasing due to a likely
reduction in terms for Accell's lenders to avoid a default. The
extent of these term reductions remains uncertain as the discussion
has just commenced.

Poor Liquidity: Accell's FCF and liquidity headroom have been
eroded by a large increase of more than EUR700 million in
working-capital requirements over the last three years. This has
led to a full drawdown of its EUR180 million revolving credit
facility (RCF), in addition to using a EUR75 million asset-based
loan (ABL) and a EUR298 million shareholder loan (SHL), the latter
of which Fitch views as debt under its criteria.

Third-Party Funding Needed: In its view, fresh third-party support
is necessary to avoid a liquidity crisis within the next 12 months.
Consistently negative near-term FCF is likely to further adversely
affect liquidity while profitability remains under pressure.

Reliance on Shareholder Support: In the absence of alternative
funding options, Accell is reliant on shareholder support, with the
sponsor having committed up to EUR298 million in the form of a loan
over the past year. This confirms the shareholder's strong
commitment to the business. However, the lack of visibility on the
pace of recovery means Fitch cannot accurately assesses how long
the available shareholder commitment of around EUR70 million will
be sufficient to meet liquidity needs, and whether additional
capital injections would be needed.

Uncertain Turnaround Prospects: Fitch sees uncertainty over
Accell's turnaround strategy after a lack of clear progress and
recent senior management changes. Fitch sees substantial
operational challenges as the company overhauls its product
portfolio and business processes around manufacturing, logistics
and procurement. These efforts are exacerbated by sell-in
challenges in addition to the costs of its Babboe recall. Business
seasonality and the sector's challenges mean the second and third
quarters of 2024 are critical for Accell's recovery.

Unsustainable Capital Structure: Accell's IDR reflects an
unsustainable capital structure, with Fitch projecting EBITDA net
leverage to remain at double digits and EBITDA interest coverage at
below 1.0x until 2025. Inventory build-up continues to weigh on
cash flow generation, causing additional debt drawdown to fund
working-capital needs, further impeding deleveraging prospects.
Accell will remain dependent on shareholder support in the absence
of material progress in a near-term operational turnaround, making
a debt restructuring possible in the medium term.

Negative FCF: Weaker-than-expected operating performance, in
combination with high trade working capital, despite assuming some
release in 2024, will lead to negative FCF at least in 2024. Future
FCF trajectory will depend on Accell's ability to meaningfully
rebuild its EBITDA towards EUR100 million, together with further
reduction in trade working capital, all subject to turnaround
execution.

Weak TLB Documentation: Fitch believes the SHL, now secured by
collateral, creates a lien that will likely impair recovery
prospects for term loan B (TLB) lenders. The SHL and existing TLB
are now secured against different assets, with shareholders
benefitting from a strong collateral package, including certain
Accell IP rights and real-estate mortgages. In particular, Fitch
views the IP rights as the most valuable asset for Accell, which
would no longer be available to TLB lenders on share pledge
execution.

DERIVATION SUMMARY

Fitch rates Accell under its Consumer Products Navigator. Accell's
credit profile is weighed down by its fragile liquidity, with a
lack of funding alternatives outside nearly exhausted committed
shareholder support, and unsustainable capital structure. Fitch
estimates EBITDA leverage will remain excessive in 2024-2026, with
some prospects of decreasing towards 10.0x in 2026, subject to
turnaround execution.

KEY ASSUMPTIONS

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

- Low single-digit revenue growth to 2026

- Near break-even EBITDA margin in 2024, before returning to
mid-to-high single digits by 2026

- Net working-capital inflows of around EUR120 million in
2024-2025

- Capex at 1%-2% of sales to 2026

- No bolt-on acquisitions or shareholder distributions to 2026

- Voluntary debt repayments of between EUR50 million and EUR115
million a year for 2025-2026, subject to working-capital
normalisation

It should be noted that the above assumptions are not updated due
to lack of information on Accell's current performance and rely on
a near-term operational turnaround.

RECOVERY ANALYSIS

Its recovery analysis assumes Accell would be reorganised as a
going concern (GC) in bankruptcy rather than liquidated. Fitch
assumes a 10% administrative claim. Fitch estimates GC EBITDA at
EUR100 million, which reflects its view of Accell's underlying
earning capacity, supported by its attractive product offering and
brand value.

Fitch uses an enterprise value (EV)/EBITDA multiple of 5.5x to
calculate a post-reorganisation valuation, which takes into account
the company's position as an industry leader, with attractive
long-term demand fundamentals. This should allow it to benefit from
positive market trends once its operational challenges are
resolved.

The RCF of EUR180 million, assumed to be fully drawn on default,
ranks equally with its EUR705million TLB, but is subordinated to
the SHL. Fitch has reclassified the EUR298million SHL as
prior-ranking to the TLB and RCF, from equally ranking, as the SHL
is not only guaranteed by operating subsidiaries, but also secured
now by certain Accell IP rights, real-estate mortgages and pledges
over shares in some operating subsidiaries.

Further, Fitch includes in the recovery analysis the full amount of
EUR298 million committed by shareholders, assuming the remaining
undrawn balance of EUR70 million will be used prior to default, of
which around EUR50 million is earmarked for the Babboe product
recall and which, in its view, will be called in the next few
months.

Fitch views the EUR100 million securitisation facility and EUR75
million ABL facility as being available to the company during and
post-distress, based on the record of Accell's continuing access to
these asset-backed facilities during 2023 and in May 2024.

The waterfall analysis generated a ranked recovery for the EUR705
million TLB in the 'RR5' band, indicating a 'CC' rating. The
waterfall generated recovery computation output percentage is 22%,
based on current metrics and assumptions after adding the SHL,
which Fitch treats as debt, to the capital structure. The senior
secured debt has been placed on RWN to reflect the prospect of a
near-term instrument downgrade should a DDE be agreed and
executed.

RATING SENSITIVITIES

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

Access to additional funding leading to improved liquidity headroom
that is sufficient to avoid a liquidity crisis at least for the
next 12 months

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

Company announcement to implement a debt restructuring that Fitch
would view as a DDE

Less than 12 months of liquidity headroom available

Entry into a grace period following non-payment of a material
financial obligation

LIQUIDITY AND DEBT STRUCTURE

Liquidity Poorly Funded: Fitch views Accell's liquidity position as
poorly funded with full reliance on additional support from the
shareholder, whereby most of the committed shareholder funding has
been drawn.

Increased Debt Funding: Accell has fully drawn down its RCF of
EUR180 million. In addition, the company raised a EUR75million ABL
facility in February 2023 and received a EUR298 million SHL in
three tranches. As of end-1Q24, it had around EUR70 million
available under the SHL. On top of these measures, it has up to
EUR100 million securitisation funding, of which more than EUR90
million was used as of mid-May 2024. The closest maturity is in
2027, when a EUR150 million SHL comes due. The RCF and TLB are due
in 2028 and 2029, respectively.

ISSUER PROFILE

Sprint Bidco B.V. is a special purpose vehicle that owns the
Dutch-based bicycle company Accell.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

ESG CONSIDERATIONS

Accell has an ESG Relevance Score of '4[+]' for GHG Emissions & Air
Quality, due to the company's products contributing to reducing
greenhouse gas emissions and benefiting from a supportive
regulatory environment, which has a positive impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

Accell has an ESG Relevance Score of '4' for Management Strategy,
due to ineffectiveness of the operational restructuring accompanied
by several changes in the senior management team since 2022, which
has a negative impact on the credit profile, and is relevant to the
ratings in conjunction with other factors.

Accell has an ESG Relevance Score of '4' for Financial
Transparency, due to delays in releasing audited annual accounts
for 2023, which increases uncertainty over the company's ability to
remain a going concern. This has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

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

   Entity/Debt             Rating          Recovery   Prior
   -----------             ------          --------   -----
Sprint BidCo B.V.    LT IDR CCC- Downgrade            CCC

   senior secured    LT     CC   Downgrade    RR5     CCC-


VTR FINANCE: Moody's Puts 'Caa1' CFR Under Review for Upgrade
-------------------------------------------------------------
Moody's Ratings has placed VTR Finance N.V. ("VTR") Caa1 corporate
family rating under review for upgrade. Moody's have also placed
under review for upgrade the Caa3 rating of VTR's 6.375% $483
million senior unsecured notes and the Caa1 rating of VTR
Comunicaciones SpA's 4.375% $392 million outstanding backed senior
secured notes and 5.125% $474 million outstanding backed senior
secured notes. Previously, the outlook was negative.

The review process follows material operational improvements that
will benefit VTR's business model and provide for flexibility to
better manage churn, by allowing the company's customers to access
fiber and 5G technologies. These developments, together with the
recent announcement that America Movil, S.A.B. de C.V. (America
Movil, Baa1 stable) will be controlling and consolidating ClaroVTR,
the joint venture (JV) owning VTR, increase the visibility into the
company's strategy, business model and potential liquidity levers.

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

Moody's review will focus on the JV's ability to capitalize on
recent operational developments and the impact on its financial
profile, including: (i) the company's revenue trend, market
position and cash flow generation capacity and (ii) corporate
governance following the consolidation into America Movil.

Recent operating developments have strengthened VTR's business
model allowing it to catch up with other operator's spectrum
holdings and commercial offerings. VTR's current ability to offer
fiber optic access and 5G mobile services should help it manage
churn and subscriber losses, stabilizing or even improving the
company's operating metrics.

VTR has managed to maintain a relatively stable market position in
the last few quarters with 19% market share in mobile and 31% in
broadband (combined for VTR and Claro) as of March 2024. In March,
Claro Chile S.A. reached an agreement with neutral infrastructure
provider ON*NETFIBRA that allows it to offer and sell services over
optic fiber. Also, in June, Claro Chile S.A. gained five 10 MHz
blocks in the 3.5 MHz band of a 5G spectrum auction for around $90
million.

America Movil's consolidation of ClaroVTR is subject to regulatory
approvals and should be effective starting in 3Q 2024. VTR's credit
profile has been strained by the lack of visibility into the JV's
strategy, capital spending plan and other potential liquidity
levers, including existing and or potential future support from
shareholders. Following the consolidation, Moody's expect America
Movil to treat ClaroVTR the same as any other of its subsidiaries,
benefiting from administrative, operational and financial support,
if needed. Moody's assume that the decision making process for the
JV will be faster, which is particularly advantageous given the
Chile's challenging competitive environment.

The rating action also reflects governance considerations as key
drivers of the rating action including liquidity support and
improved operating profile. These will be reflected now in the
company's "Financial Strategy and Risk Management", "Management
Credibility and Track Record" and "Board Structure, Policies and
Procedures" assessments once the review period has been finalized.
As such, Moody's would expect that the overall exposure to
governance risks (Issuer Profile Score or "IPS"), and VTR's Credit
Impact Score currently G-5 and CIS-5 change accordingly.

Moody's review will focus on the JV's ability to capitalize on
recent operational developments and the impact on its financial
profile, including: (i) the company's revenue trend, market
position and cash flow generation capacity and (ii) corporate
governance following the consolidation into America Movil.

The ratings could be upgraded if the company manages to execute on
its strategy and turnaround profitability and cash flow trends,
exhibiting positive revenue and subscriber growth. At the same
time, additional information on parental support, additional
committed liquidity sources and operating plan that would improve
visibility over the company's cash flow generation capacity would
be positive for the ratings.

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

VTR Finance N.V. offers mobile, broadband, pay TV and fixed
telephony services, which allow it to offer bundles and benefit
from cross-selling opportunities. For the last twelve months ended
March 2024, VTR Finance N.V. reported revenue of CLP429.8 billion,
418,300 mobile subscribers and 2.4 million fixed-revenue-generating
units served by its network of 4.3 million homes.




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

NORDIC UNMANNED: Has Debt Restructuring Deal with Innovasjon Norge
------------------------------------------------------------------
Nordic Unmanned has agreed terms with Innovasjon Norge as part of
the financial restructuring communicated to the market on May 14,
2024. The key terms agreed with Innovasjon Norge are:

* Debt forgiveness of NOK 10 million;

* Postponement of all debt installments until
   October 27, 2028;

* The initial interest payment for the Term Loan
   Facility is deferred until June 30, 2025, with
   subsequent interest payments occurring quarterly
   thereafter.

"The new terms with Innovasjon Norge further strengthens our
Equity, Balance Sheet and cashflow over the coming period.
Innovasjon Norge has been a key enabler for Nordic Unmanned's
growth over the years and we are thankful for Innovasjon Norge's
support and in particular for this Q2 financial restructuring" says
Lars A. Landsnes CFO/COO of Nordic Unmanned

In a statement in May, the Company said Pareto Securities AS is
acting as its financial advisor and sole manager and sole
bookrunner in a Private Placement and the Subsequent Offering; and
Advokatfirmaet Schjødt AS is acting as its legal counsel.

Nordic Unmanned may be reached at:

     Lars A Landsnes, CFO/COO
     Nordic Unmanned ASA
     Tel: +47 951 40 370
     E-mail: ll@nordicunmanned.com

                         About Nordic Unmanned

Nordic Unmanned -- https://nordicunmanned.com/ -- is a European
manufacturer (OEM) and certified operator of unmanned aircraft
systems.  The Company serves large corporations, government
agencies and security customers by offering systems, solutions and
flight services for environmentally friendly delivery of
productivity improvements and time critical, actionable data
insights and logistics services.

Founded in Norway in 2014, Nordic Unmanned has offices in Sandnes
(NO), Cranfield (UK), Hasselt (BE) and Arnsberg (GER). Nordic
Unmanned also comprise joint venture -- Omni Unmanned SA with OHI
Group SA (registered in Luxemburg) and joint venture -- NUAer AS
with Aeromon OY (registered in Norway).




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

IM CAJAMAR 4: Fitch Affirms 'CCCsf' Rating on Class E Notes
-----------------------------------------------------------
Fitch Ratings has upgraded three tranches of IM Cajamar 4, FTA and
one tranche of IM Cajamar 3, FTA. The remaining tranches have been
affirmed.

   Entity/Debt                 Rating           Prior
   -----------                 ------           -----
IM Cajamar 4, FTA

   A ES0349044000          LT AAAsf  Upgrade    AA+sf
   B ES0349044018          LT AAsf   Affirmed   AAsf
   C ES0349044026          LT AA-sf  Upgrade    A+sf
   D ES0349044034          LT A+sf   Upgrade    Asf
   E ES0349044042          LT CCCsf  Affirmed   CCCsf

IM Cajamar 3, FTA

   Series A ES0347783005   LT AAAsf  Affirmed   AAAsf
   Series B ES0347783013   LT AAAsf  Affirmed   AAAsf
   Series C ES0347783021   LT AA-sf  Affirmed   AA-sf
   Series D ES0347783039   LT AA-sf  Upgrade    A+sf

TRANSACTION SUMMARY

The static Spanish RMBS transactions comprise fully amortising
residential mortgages originated and serviced by Cajamar Caja
Rural, Sociedad Cooperativa de Credito (BBB-/Stable/F3). The
current portfolio balance for IM Cajamar 3 is 10.1% and for IM
Cajamar 4 13.0% relative to the initial portfolio balance as of the
latest collateral report date.

KEY RATING DRIVERS

Increasing CE: The rating actions reflect Fitch's view that the
notes are sufficiently protected by credit enhancement (CE) to
absorb the projected losses commensurate with the corresponding
rating scenarios. Fitch expects structural CE for both deals to
increase as the mandatory switch to sequential amortisation is
activated in the short to medium term after the portfolio balances
fall below 10%. The reserve funds (RF) remains stable at their
floor.

Excessive Counterparty Risk: Both transactions' class C and D
notes' ratings are capped at the transaction account bank
provider's deposit rating (BNP Paribas S.A.; (AA-/F1+) as the main
source of structural CE for these classes is the reserve fund held
at the TAB. The rating cap reflects the excessive counterparty
dependence, in accordance with Fitch's Structured Finance and
Covered Bonds Counterparty Rating Criteria. This counterparty cap
currently applies to Cajamar 3's class C and class D notes. This
cap does not apply to Cajamar 4's class C and D notes as their
current ratings are below or in line with the cap level.

Cajamar 3's notes are at their highest achievable ratings. In
affirming Cajamar 4's class B notes, Fitch has deviated from its
model-implied ratings (MIR) by one notch to incorporate its
forward-looking view with regard to counterparty exposure trends
and the notes' sensitivity to changes in default levels.

Regional Concentration Risk: Both portfolios are exposed to
geographical concentration in the regions of Murcia (around 30% in
volume terms) and Andalucía (around 40% in volume terms). In line
with Fitch's European RMBS Rating Criteria, higher rating multiples
are applied to the base foreclosure frequency assumption to the
portion of the portfolios that exceeds two and a half times the
population share of these regions relative to the national count.

PIR Mitigated: Fitch considers payment interruption risk (PIR) in
both transactions mitigated in the event of a servicer disruption.
Fitch deems the available structural mitigant of the RF that can be
depleted by losses as sufficient to cover senior fees and senior
notes interest due amounts while an alternative servicer
arrangement was implemented.

Uncollateralised Notes Repayment Expectations Maintained: The
repayment of Cajamar 4's class E notes depends solely on the RF
releases. Fitch does not expect the RF to be depleted as the
performance of the deal has been stable. However, the notes are
still exposed to tail risks and repayment may be affected by
volatile performance and cash flow at the very tail of the
transaction.

RATING SENSITIVITIES

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

- For notes rated 'AAA', a downgrade of Spain's Long-Term Issuer
Default Rating (IDR) that could decrease the maximum achievable
rating for Spanish structured finance transactions. This is because
these notes are rated at the maximum achievable rating, six notches
above the sovereign IDR.

- For both transactions' class C notes and class D notes, a
downgrade of the TAB's long-term deposit rating could trigger a
corresponding downgrade. This is because the notes' ratings are
capped at the TAB's rating given the excessive counterparty risk
exposure.

- Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by changes
to macroeconomic conditions, interest rate increases or borrower
behaviour.

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

- For Cajamar 3's class C and D notes, an upgrade of the TAB
long-term deposit rating could trigger a corresponding upgrade.
This is because the notes' ratings are capped at the bank rating
given the excessive counterparty risk exposure.

- CE ratios increase as the transactions deleverage able to fully
compensate the credit losses and cash flow stresses commensurate
with higher rating scenarios, in addition to adequate counterparty
arrangements.

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

IM Cajamar 3, FTA, IM Cajamar 4, FTA

Fitch has checked the consistency and plausibility of the
information it has received about the performance of the asset
pools and the transactions. Fitch has not reviewed the results of
any third party assessment of the asset portfolio information or
conducted a review of origination files as part of its ongoing
monitoring.

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

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

Cajamar 3's class C and D notes 3 have been capped at the TAB's
deposit rating due to the excessive counterparty exposure.

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.




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

PROCREDIT BANK: Fitch Affirms 'CCC-/CCC' LongTerm IDRs
------------------------------------------------------
Fitch Ratings has affirmed Procredit Bank (Ukraine)'s (PCBU)
Long-Term Foreign-Currency (LTFC) Issuer Default Rating (IDR) at
'CCC-' and Long-Term Local-Currency (LTLC) IDR at 'CCC'. The IDRs
do not carry an Outlook at this level. Its Viability Rating (VR)
has been affirmed at 'ccc-'.

KEY RATING DRIVERS

Ratings Driven by Support, Underpinned by VR: PCBU's LTFC IDR is
driven by potential support from ProCredit Holding AG (PCH;
BBB/Stable/bb), and underpinned by its VR. PCBU's Shareholder
Support Rating (SSR) of 'ccc-' reflects Fitch's view of the bank's
strategic importance to PCH, but also potential constraints on the
bank's ability to utilise parent support, in particular to service
FC obligations. PCBU's 'ccc-' VR reflects that failure remains a
real possibility.

High Risk of Default: PCBU's LTFC IDR reflects Fitch's view that a
default on its senior FC third-party non-government obligations
remains a real possibility due to the war between Ukraine and
Russia. The bank maintains generally adequate FC liquidity, helped
by various regulatory capital and exchange controls in place since
the war outbreak to reduce the risks of deposit and capital
outflows and to maintain stability and confidence in the banking
system. The 'CCC' LTLC IDR, one notch above the LTFC IDR, reflects
limited regulatory constraints on LC operations. Support measures
have helped maintain confidence in the banking system and the
sector's continued access to LC liquidity.

Small Bank with SME Focus: PCBU is a small foreign-owned bank with
a 1.3% share in net sector assets at end-1Q24. The bank is
primarily engaged in providing banking services to local small and
medium-sized businesses.

Worsened Risk Profile: Despite adequate risk controls and limited
growth since the beginning of the war, PCBU's risk profile has
sharply worsened due to challenges caused by the operating
environment. The bank is exposed to sovereign risk through exposure
to the National Bank of Ukraine (NBU; 23% of total assets at
end-2023) and government securities (1%).

Asset-Quality Risks: PCBU's asset-quality metrics worsened sharply
since the war outbreak, which led to large impairment charges
(2022: 3.4x pre-impairment operating profit). At end-1Q24, the
impaired loans/gross loans ratio (including stage 3 and POCI loans)
improved to 6.8% (end-2023: 7.3%). Risks to asset quality remain
high and dependent on the progress of the war, despite improved
operating environment conditions.

Fitch believes further increases in impaired loans are possible due
to the protracted war, particularly from migration of very high
Stage 2 loans (58.4% of gross loans), but the less severe operating
conditions, if sustained, may lessen the extent of this
deterioration.

Improved Profitability: PCBU reported a UAH300 million net profit
in 1Q24 (return on average equity: 38%; 2023: 32%), following a
sizeable UAH1.8 billion loss in 2022 due to a surge in loan
impairment charges (LICs) caused by the war. The operating
profit/risk weighted assets ratio improved to 9.6% in 1Q24 (2023:
8.8%; 2022: -10.8%). Profitability remains sensitive to
asset-quality deterioration.

Improved Core Capitalisation: PCBU's Fitch core capital ratio
improved to 17.5% at end-1Q24 (end-2023: 14.8%) on the back of
strong internal capital generation. However, the bank's tangible
common equity/tangible assets ratio of 7.8% demonstrates core
capitalisation's vulnerability to losses through loan impairments.

Deposit-Funded Bank: Customer deposits accounted for 89% of the
bank's non-equity funding at end-1Q24. The remaining funding
sources were subordinated debt held by the parent and international
financial institution (IFI) funding. At end-2023, available FC
liquidity was sufficient to cover all FC borrowings maturing under
one year plus 75% of FC deposits.

RATING SENSITIVITIES

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

Fitch would downgrade PCBU's IDRs on a sovereign LTLC IDR downgrade
or if Fitch perceives an increased likelihood that the bank would
default on or seek a restructuring of its senior obligations. The
LTFC IDR could be downgraded if Fitch believes the parent has a
lower propensity to support its subsidiary, and if PCBU's VR is
also downgraded. A downgrade of the sovereign LTFC IDR due to a
debt restructuring that excludes Ukrainian banks' FC obligations
would not directly affect PCBU's LTFC IDR.

A marked further deterioration in asset quality that erodes the
bank's loss absorption buffers would lead to a VR downgrade. A
sovereign LTLC IDR downgrade would also likely result in a VR
downgrade.

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

Fitch believes positive rating action on the IDRs is unlikely in
the near term. However, the LTFC IDR could be upgraded if Fitch
views the bank has a greater ability to use parental support. The
ratings could also be upgraded if the sovereign IDRs are upgraded.

An upgrade of the VR would likely require an upgrade of the
sovereign LTFC IDR, a considerable improvement in the operating
environment and significantly smaller-than-expected loan losses,
all leading to lower solvency risk.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

PCBU's LTFC and LTLC IDRs (xgs) are notched from their parent's
'BB(xgs)' Long-Term IDR (xgs) and are in line with the bank's LTFC
and LTLC IDRs, respectively, because they are constrained by
country risks. PCBU's LTLC IDR (xgs) is one notch above its LTFC
IDR (xgs), reflecting limited regulatory restrictions and
constraints on local-currency operations in Ukraine relative to
those in foreign currency.

The STFC IDR (xgs) and STLC IDR (xgs) are mapped to the bank's LTFC
IDR (xgs) and LTLC IDR (xgs), respectively, taking into account the
parent's ST IDR (xgs).

PCBU's National Long-Term Rating at 'AA(ukr)' is driven by its view
of support from PCH, and is in line with the state-owned peers',
and one notch above its privately-owned peer FUIB's.

PCBU's SSR of 'ccc-' reflects Fitch's view of the bank's strategic
importance to PCH, but also potential constraints on the bank's
ability to utilise parent support, in particular to service FC
obligations.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

The bank's ST IDRs are sensitive to change in its LT IDRs.

PCBU's LTFC IDR (xgs) and LTLC IDR (xgs) are sensitive to changes
in the bank's LTFC and LTLC IDRs, respectively, to an upgrade of
its VR, and to the parent's ability or propensity to provide
support. The STFC IDR (xgs) and STLC IDR (xgs) are sensitive to
changes in PCBU's LTFC IDR (xgs) and LTLC IDR (xgs), respectively.

A change in PCBU's National Long-Term Rating would likely arise
from a weakening or strengthening in its overall credit profile
relative to other Ukrainian entities rated on the National Rating
scale.

PCBU's SSR may be sensitive to changes to its view of its ability
to use parental support, or the parent's ability or propensity to
provide support to it.

VR ADJUSTMENTS

The operating environment score of 'ccc-' is below the 'b' category
implied score due to the following adjustment reason: sovereign
rating (negative).

The business profile score of 'ccc-' is below the 'b' category
implied score due to the following adjustment reason: business
model (negative).

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

PCBU's ratings are linked to PCH's ratings.

ESG CONSIDERATIONS

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

   Entity/Debt                    Rating               Prior
   -----------                    ------               -----
ProCredit Bank (Ukraine)

                 LT IDR           CCC-      Affirmed   CCC-
                 ST IDR           C         Affirmed   C
                 LC LT IDR        CCC       Affirmed   CCC
                 LC ST IDR        C         Affirmed   C
                 Natl LT          AA(ukr)   Affirmed   AA(ukr)
                 Viability        ccc-      Affirmed   ccc-
                 LT IDR (xgs)     CCC-(xgs) Affirmed   CCC-(xgs)
                 Shareholder
                   Support        ccc-      Affirmed   ccc-
                 ST IDR (xgs)     C(xgs)    Affirmed   C(xgs)
                 LC LT IDR (xgs)  CCC(xgs)  Affirmed   CCC(xgs)
                 LC ST IDR (xgs)  C(xgs)    Affirmed   C(xgs)




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

AJA BOTANICALS: FRP to Lead Administration Proceedings
------------------------------------------------------
AJA Botanicals Ltd was placed in administration proceedings in a UK
court (Court Number: CR-2024-003890) and FRP Advisory Trading
Limited was appointed as administrators on July 2, 2024.

AJA Botanicals Ltd is a wholesaler of perfume and cosmetics.  Its
registered office and principal trading address are at Suite 1, 7th
Floor, 50 Broadway, London, SW1H 0BL (to be changed to c/o FRP, 4
Beaconsfield Road, St Albans, Hertfordshire, AL1 3RD).

The Administrators may be reached at:

     Sarah Cook
     Miles Needham
     FRP Advisory Trading Limited
     4 Beaconsfield Road
     St Albans
     Hertfordshire, AL1 3RD
     Tel: 01727 811111

Alternative contact:

     Luke Bambrough
     E-mail: cp.stalbans@frpadvisory.com


AKA SADLER BROWN: Leonard Curtis Appointed as Administrators
------------------------------------------------------------
Aka (Sadler Brown) Limited was placed in administration proceedings
in the High Court of Justice, Business and Property Courts in
Newcastle-upon-Tyne, Insolvency & Companies List (ChD), Court
Number: CR-2024-00103, and Leonard Curtis was named as
administrators on July 4, 2024.

Aka (Sadler Brown) Limited is engaged in architectural activities.
Its registered office and principal trading address are at 4
Airview Park, Woolsington, Newcastle Upon Tyne, NE13 8BR. This is
to be changed to Unit 13, Kingsway House, Kingsway Team Valley,
Trading Estate, Gateshead NE11 0HW.

The Joint Administrators may be reached at:

     Iain David Nairn
     Sean Williams
     Leonard Curtis
     Unit 13, Kingsway House
     Kingsway Team Valley Trading Estate
     Gateshead, NE11 0HW
     Tel: 0191 933 1560
     E-mail: recovery@leonardcurtis.co.uk

Alternative contact: Edward Colley


BLADON JETS UK: Kroll to Lead Administration Proceedings
--------------------------------------------------------
Bladon Jets (UK) Limited was placed in administration proceedings
in the High Court of Justice, Business and Property Courts in
Birmingham, Insolvency and Companies List (ChD) (Court Number:
CR-2024-BHM-000413), and Kroll Advisory Ltd was named as
administrators on July 8, 2024.

Bladon Jets (UK) Limited, doing business as Bladon Micro Turbine,
-- https://www.bladonmt.com/ -- is a pioneer in the design,
development and manufacture of Micro Turbine Gensets for the
telecom tower market.  Its registered office and principal trading
address are at Bladon Micro Turbine, Unit 3 Spartan Close, Warwick,
Warwickshire, CV34 6NG.

The Administrators may be reached at:

     Matthew Ingram
     Mark Blackman
     Kroll Advisory Ltd
     The Chancery
     58 Spring Gardens
     Manchester, M2 1EW

For further details, contact:

     Phoebe Skidmore
     Tel: 0161 827 9165
     E-mail: Phoebe.Skidmore@Kroll.com


CAUTA CAPITAL: CMB Partners Appointed as Administrators
-------------------------------------------------------
Cauta Capital Limited was placed in administration proceedings in
the UK and CMB Partners UK Limited was named as administrators on
July 8, 2024.

Cauta Capital Limited is an investment/bond provider.  Its
registered office is at Inchmead Suite, 100 Berkshire Place,
Winnersh, RG41 5RD.  Its principal trading address is at 61/63
Crockhamwell Road, Woodley, Reading, RG5 3JP.

The Administrators may be reached at:

     Adam Price
     Lane Bednash
     CMB Partners UK Limited
     Craftwork Studios
     1-3 Dufferin Street
     London, EC1Y 8NA
     Tel: 020 7377 4370
     E-mail: info@cmbukltd.co.uk

Alternative contact: Grant Meadows


CONNAUGHT SECURITY: Forvis Mazars Appointed as Administrators
-------------------------------------------------------------
Connaught Security Ltd was placed in administration proceedings in
the High Court of Justice, Business and Property Courts in
Manchester, Insolvency & Companies List (ChD), Court Number:
CR-2024-MAN-000860, and Forvis Mazars LLP was appointed as
administrators on July 4, 2024.

Connaught Security Ltd is a fence contractor.  Its registered
office is c/o Forvis Mazars LLP, The Pinnacle, 160 Midsummer
Boulevard, Milton Keynes, MK9 1FF.  Its principal trading address
is at Coal Pit Lane, Atherton, M46 0RY.

The Administrators may be reached at:

     Rebecca Jane Dacre
     Forvis Mazars LLP
     The Pinnacle, 160 Midsummer Boulevard
     Milton Keynes, MK9 1FF

          - and -

     Adam Harris
     Forvis Mazars LLP
     30 Old Bailey
     London, EC4M 7AU
     Tel: 0121 232 9603

Alternative contact:

     Lottie Atkins
     E-mail: Lottie.Atkins@mazars.co.uk


ELVIS UK: S&P Affirms 'B' ICR on Resilient Operating Performance
----------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Elvis UK Holdco and its 'B' issue rating, with a '3' recovery
rating, on the group's first-lien debt.

The stable outlook reflects that sound revenue growth, fueled by
numerous store openings, and a healthy S&P Global Ratings-adjusted
EBITDA margin of 22%-23% should maintain adjusted leverage close to
5x in 2024 and FOCF after lease payments should turn positive in
2024, despite high capex.

Despite RBI facing slower market demand and slight delays in the
ramp-up of new stores, revenue should still increase by 10%-11% in
2024. The group is decelerating its ambitious expansion plan to
account for lower demand in the quick service restauration segment
due to pressure on households' disposable income, which has
typically been characterized by a broadly stable number of tickets
on a constant perimeter basis, but an unfavorable product mix
effect, weighing on sales. S&P said, "We expect RBI to maintain its
market share in Spain and thus, to continue to grow slightly above
the market average thanks to its robust positioning among smaller
and more local players. We understand that the group is facing
slower foot traffic ramp-up of recently opened stores, especially
in Portugal and under the Popeyes brand. We do not anticipate any
changes in our base case because we have been more conservative in
the past than the group's expectations, especially as regards
Popeyes' expansion, and we expect the group to catch up in the
second half of the year with an overall opening of 40-50 stores for
Burger King and 15-25 stores for Popeyes in 2024. We believe that
new concepts, as the Popeyes one, take more time to gain brand
awareness, especially in smaller cities and suburban areas, and
therefore encompass execution risk. Nonetheless, the Burger King
brand remains strong and continues to account for more than 90% of
the group's total sales. Consequently, we expect the group's
like-for-like sales to be slightly positive compared with last
year's solid growth, with pressure on both foot traffic and average
basket mix. As a result, we forecast RBI's revenue will reach
EUR1.26 billion at year-end 2024 and EUR1.4 billion in 2025, from
EUR1.14 billion in 2023."

The group's S&P Global Ratings-adjusted EBITDA margin is benefiting
from inflation relief and better cost management, leading to sound
deleveraging. The group should continue to improve its cost
structure thanks to external factors like a general decrease in
food costs and stabilization of staff costs, but also thanks to
better terms with suppliers giving the group increasing size and
thus bargaining power. The purchasing power agreement signed in
2022 will also bring some energy cost relief. Moreover, RBI is in
the process of developing a new software which should help each
store manager to monitor the respective store's own cost structure
and supplies management, and which will therefore reduce the
overall operating expenses of the group, alongside rebalancing
marketing expenses to maintain healthy EBITDA margins.
Consequently, S&P forecasts S&P Global Ratings-adjusted EBITDA to
stand at EUR282 million in 2024, and further up at EUR325 million
in 2025, from EUR242 million in 2023, leading to an S&P Global
Ratings-adjusted EBITDA margin of 22.4% in 2024 and 23.1% in 2025,
compared with 21.2% in 2023. This growth in the EBITDA base will
also enable the group's sound deleveraging with S&P Global
Ratings-adjusted debt to EBITDA reaching 4.7x in 2024 and 4.0x in
2025, from 5.3x in 2023, in spite of the additional financial debt
added regularly on the balance sheet to finance the store network
expansion.

S&P said, "Relatively high capex will continue to pressure RBI's
FOCF after leases, but we expect this metric to turn positive in
2024.We forecast capex to reach about EUR110 million in 2024 and
EUR117 in 2025, compared with EUR163 million in 2023. Despite
anticipating a deceleration of budgeted capex to 9% of revenue in
2024 versus the previous years' high level of around 14%-17%, we
expect capex will continue to weigh on the group's cash generation,
notably because of higher construction and opening costs per store,
which increased along with inflation in the past two years. In
addition, we do not rule out the possibility of further modest debt
financing to continue to fuel the ambitious network expansion,
therefore further increasing capex and lowering year-end cash
generation. Moreover, and despite the 100-basis point repricing of
RBI's term loan B (TLB) which took place in February this year, the
group still displays elevated cash interest expenses expected at
EUR72 million in 2024 given the significant debt quantum on the
balance sheet. We forecast FOCF after leases to turn positive in
2024 at EUR12 million and to further increase to EUR47 million in
2025, from negative EUR55 million in 2023, on the back of robust
EBITDA growth and absent further store network expansion, either
through mergers and acquisitions or organic expansion."

The stable outlook reflects that sound revenue growth, fueled
primarily by store expansion, and an S&P Global Ratings-adjusted
EBITDA margin of 22%-23% should translate into adjusted leverage
remaining close to 5x in 2024. At the same time, FOCF after lease
payments should turn positive in 2024 and thereafter, despite
still-elevated capex.

S&P could lower the rating on Elvis UK Holdco over the next 12
months if RBI's operating performance and credit metrics
deteriorated due to a less successful expansion plan than
anticipated or because of continuing large debt-funded
acquisitions. These developments might cause:

-- S&P Global Ratings-adjusted leverage ratio to surpass 6x for a
prolonged period; or

-- The group's FOCF to be materially negative over the forecast
period and be financed through further drawings on the revolving
credit facility (RCF), depleting the group's liquidity.

S&P said, "We could raise the rating on Elvis UK Holdco over the
next 12 months if RBI executes its expansion plan ahead of our
expectations, translating into S&P Global Ratings-adjusted leverage
declining comfortably below 5x and FOCF after leases turning
materially and structurally positive in the near future. Rating
upside would also hinge on the group's financial policy being
consistent with sustaining the improved credit metrics."


FLUSH WASHROOMS: Leonard Curtis Tapped as Administrators
--------------------------------------------------------
Flush Washrooms Limited was placed in administration proceedings in
the High Court of Justice, Business and Property Courts in
Birmingham, Insolvency & Companies List (ChD), Court Number:
CR-2024-000405), and Leonard Curtis was appointed as administrators
on July 3, 2024.

Flush Washrooms Limited is an interior construction contractor.
Its registered office is c/o Charnwood Accountants, The Point,
Granite Way, Mountsorrel, Loughborough, Leicestershire, LE12 7TZ.
Its principal trading address is at 87b Leicester Road,
Mountsorrel, Loughborough, Leicestershire, LE12 7AJ.

The Administrators may be reached at:

     Richard Pinder
     Sean Williams
     Leonard Curtis
     22 Gander Lane
     Barlborough, Chesterfield, S43 4PZ
     Tel 01246 385 775
     E-mail: recovery@leonardcurtis.co.uk

Alternative contact: Jefferson Da Costa


FTS MERIT: Forvis Mazars to Lead Administration Proceedings
-----------------------------------------------------------
FTS Merit Limited was placed in administration in the High Court of
Justice, Business and Property Courts in Manchester, Insolvency and
Companies List (ChD), Court Number: CR-2024-MAN-000859, and Forvis
Mazars LLP was named as administrators on July 4, 2024.

FTS Merit Limited provides electrical installation services.  Its
registered office is c/o Forvis Mazars LLP, The Pinnacle, 160
Midsummer Boulevard, Milton Keynes, MK9 1FF.  Its principal trading
address is at 10 Barrow Close, Blackpool, FY4 5PS.

The Administrators may be reached at:

     Rebecca Jane Dacre
     Forvis Mazars LLP
     The Pinnacle, 160 Midsummer Boulevard
     Milton Keynes, MK9 1FF

          - and -

     Adam Harris
     Forvis Mazars LLP
     30 Old Bailey
     London, EC4M 7AU
     Tel: 0161 238 9330

Alternative contact:

     Alex Borowicz
     E-mail: alex.borowicz@mazars.co.uk


MEADOWHALL FINANCE: S&P Affirms 'B+' Rating in Class M1 Notes
-------------------------------------------------------------
S&P Global Ratings raised to 'A+ (sf)' from 'A (sf)' its credit
ratings on Meadowhall Finance PLC's class A1 and A2 notes, and to
'BBB (sf)' from 'BBB- (sf)' its rating on the class B notes. At the
same time, S&P affirmed its 'B+ (sf)' and 'B- (sf)' ratings on the
class M1 and C1 notes, respectively.

Rating rationale

S&P said, "The rating actions follow our review of the
transaction's credit and cash flow characteristics. Our S&P Global
Ratings value has remained relatively unchanged because the
increase in our S&P Global Ratings net cash flow (NCF) is offset by
a higher cap rate assumption. However, the transaction has
deleveraged through scheduled amortization, and the assumed hedge
break costs in our analysis are now lower due to the current higher
interest rate environment and shorter remaining time to hedge
expiration. We have therefore raised the ratings on the class A1,
A2, and B notes, and affirmed the ratings on the class M1 and C1
notes in this transaction."

Transaction overview

Meadowhall Finance is a secured U.K. commercial mortgage-backed
securities (CMBS) transaction that closed in 2006, with notes
totaling GBP1.015 billion, which included GBP175.0 million in
unissued reserve notes. The single loan is secured on Meadowhall
Shopping Centre, one of the U.K.'s largest shopping centers located
in Sheffield, South Yorkshire. In May 2024, The British Land
Company PLC (British Land) entered into a sale and purchase
agreement to sell its ownership interest in the center to a member
of the Norges Bank group of companies (Norges), and from July 12,
2024, the center will be fully owned by Norges. British Land
remains as the asset manager of the shopping center.

The current securitized loan balance is GBP435.2 million. At
closing, two reserve tranches (the M1 and C1 reserve notes) were
created, but remain unissued. While the issuance of these reserve
tranches is subject to certain conditions (including rating agency
confirmation), S&P's analysis assumes a full issuance of the class
M1 and C1 reserve notes, which currently total GBP132.0 million.

S&P said, "As of March 31, 2024, the property's reported market
value was GBP689.0 million, which reflects a 2.5% decrease from the
valuation as of our previous review in February 2023. The GBP18.0
million decline in market value has been offset by the GBP46.8
million amortization of the loan since our previous review.
Consequently, the whole loan-to-value (LTV) ratio, including funds
in the reserve account, has decreased to 60.8% from 66.6% (or to
79.2% from 85.3% if including the reserve notes)."

Rental performance over the same period has improved. The annual
passing rent has increased by 2.0% to GBP67.8 from GBP66.5 million,
and contracted rent has increased by 5.7% to GBP71.8 million from
GBP67.9 million. The valuer's estimated rental value (ERV) has
increased by 9% to GBP58.2 million from GBP53.4 million.

As of March 2024, the property's reported occupancy increased to
98.0% from 94.8% in September 2022. At the same time, the property
experienced a reduction in the weighted-average unexpired lease
term until first break to 3.6 years from 4.0 years, indicating
shorter terms for new leases and an increasing risk in lease
turnover.

The tenant profile is diversified and comprises a combination of
internationally and nationally recognized retailers. The largest
retail tenants include Primark, Zara, Sportsdirect, JD Sports,
Next, Boots, H&M, Goldsmiths, River Island, and Apple. The top 10
tenants account for 25.9% of contracted rent and occupy 31.6% of
gross internal area.

The total amount of unpaid rent outstanding from tenants is GBP5.0
million, which is unchanged from a year ago but down from GBP9.0
million at its previous review.

Funds in the excess cash flow reserve account from the April 2024
interest payment date are GBP27.0 million, up from GBP16.6 million
as of January 2023. These funds are available for debt service. Per
the transaction documentation, the funds may be released if the LTV
ratio is below 50%, and either (i) British Land holds at least 50%
of the partnership interest in the borrower, or (ii) the net
coverage ratio on the two preceding calculation dates has been at
least 1.20x. The current LTV ratio, including funds in the reserve
account, is 60.8% and the net coverage ratio is 2.83x. Following
the sale of British Land's ownership interest to Norges, the funds
can be released from the reserve account if the LTV ratio is below
50% and the net coverage ratio exceeds 1.20x.

S&P said, "Since our previous review, our S&P Global Ratings value
has decreased by less than 1.0% to GBP583.4 million from GBP588.5
million. We have assumed a higher fully let rent in line with the
increased ERV of the property. We lowered our vacancy assumption to
10.0% from 13.0%, because the vacancy at the shopping center has
remained consistently low even during the pandemic. Notably, the
unit previously occupied by Debenhams has been successfully relet
to The Frasers Group as of October 2023. The vacancy rate at the
center is also better than the broader vacancy rate at U.K.
shopping centers, which remains elevated at 17.7% as of 2023. We
have increased our non-recoverable expense assumption to 15% from
10%, which is comparable with other U.K. shopping centers. Our S&P
Global Ratings NCF has increased by 6.5% to GBP44.5 million from
GBP41.8 million.

"The increase in our S&P Global Ratings NCF is offset by a higher
cap rate assumption. We increased our cap rate to 7.25% from 6.75%
in light of the higher retail yields that have persisted for a few
years now and that had already widened before the interest rate
increases in 2022-2023. We applied the cap rate against the S&P
Global Ratings NCF and deducted 5% of purchase costs to arrive at
our S&P Global Ratings value."

  Table 1

  Loan And Collateral Summary
                                      REVIEW AS OF   REVIEW AS OF
                                         JULY 2024   FEBRUARY 2023

  Securitized loan balance (mil. GBP)       435.2       482.0

  Securitized LTV ratio (%)                  63.2        68.2

  Securitized LTV ratio (%)*                 60.8        66.6

  Securitized loan balance plus the
  class M1 and C1 reserve notes (mil. GBP)  567.2       617.2

  Securitized loan balance plus the class M1
  and C1 reserve notes LTV ratio (%)         82.3        87.3

  Securitized loan balance plus the class M1
  and C1 reserve notes LTV ratio (%)*        79.2        85.3

  Reported passing rent per year (mil. GBP)  67.8        66.5

  Vacancy rate (%)                            2.0         5.2

  Market value (mil. GBP)                   689.0       707.0

  Equivalent yield (%)                       7.88        6.99

*Including GBP27.0 million excess cash flow reserve in 2024 and
GBP16.6 million in 2023.
LTV--Loan to value.


  Table 2

  S&P Global Ratings' Key Assumptions
                                      REVIEW AS OF   REVIEW AS OF
                                         JULY 2024   FEBRUARY 2023

  S&P Global Ratings fully let rent (mil. GBP)58.2      53.4

  S&P Global Ratings vacancy (%)              10.0      13.0

  S&P Global Ratings expenses (%)             15.0      10.0

  S&P Global Ratings net cash flow
  (NCF) (mil. GBP)                            44.5      41.8

  S&P Global Ratings value (mil. GBP)        583.4     588.5

  S&P Global Ratings cap rate (%)             7.25      6.75

  Haircut-to-market value (%)                 15.3      16.8

  Class A1 and A2 S&P Global Ratings LTV
  ratio (before recovery rate adjustments) (%)56.8      63.4

  Class B S&P Global Ratings LTV ratio
  (before recovery rate adjustments) (%)      74.6      81.9

  Class M1 S&P Global Ratings LTV ratio
  (before recovery rate adjustments) (%)      87.3      95.1

  Class C1 S&P Global Ratings LTV ratio
  (before recovery rate adjustments) (%)      97.2     104.9

LTV--Loan to value.


Other analytical considerations

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

"The risk of interest shortfalls is mitigated by a GBP75 million
facility that provides liquidity support to service interest on the
notes and scheduled principal repayments on the class A notes, if
needed. While current rental income is sufficient to make interest
and principal payments on the notes, our S&P Global Ratings NCF is
insufficient to make all interest and scheduled principal payments
in full. Should rents rebase to the ERV, the transaction could
experience shortfalls in the scheduled principal payments and the
liquidity facility may be drawn. The amount of the facility
available is restricted to not greater than 70% of the facility for
the class B notes, 45% for the class M1 notes, and 10% for the
class C1 notes. However, interest does not accrue on the reserve
tranches, the class M1 and C1 notes, which remain unissued.

"Our analysis also included a full review of the legal and
regulatory risks, operational and administrative risks, and
counterparty risks. Our assessment of these risks remains unchanged
since closing and is commensurate with the ratings."

Rating actions

S&P said, "Our ratings in this transaction address the timely
payment of interest, payable quarterly, and the payment of
principal no later than the legal final maturity date in July
2037.

"Our opinion of the long-term sustainable value is largely
unchanged from our previous review. However, the transaction has
paid down by 9.7% through scheduled amortization since our previous
review. Furthermore, the assumed hedge break costs, which could
reduce recovery from the property sale in our analysis, are now
lower due to the current higher interest rate environment."

The combination of the above factors results in an S&P Global
Ratings LTV ratio of 56.8%, 74.6%, 87.3%, and 97.2% for the class
A1 and A2 (pari passu notes), B, M1, and C1 notes, respectively.
After transaction-level adjustments, these translate into 'A+ (sf)'
ratings for the class A1 and A2 notes, a 'BBB (sf)' rating for the
class B notes, and a 'B+ (sf)' rating for the class M1 notes.

S&P also affirmed its 'B- (sf)' rating on the class C1 notes. Even
though they do not pass its 'B' rating level stresses, the
repayment of interest and principal on the class C1 notes does not
rely on favorable economic and financial conditions, in its view.


NORWICH FOOTWEAR: Van Dal Shoes Operator Placed in Administration
-----------------------------------------------------------------
Norwich Footwear Limited was placed in administration proceedings
in the High Court of Justice, Business and Property Courts of
England and Wales, Court Number: CR-2024-003939, and Leonard Curtis
was named as administrators on July 5, 2024.

Doing business as Van Dal Shoes, Norwich Footwear Limited is a
wholesaler of clothing and footwear.  Its registered office is at
Catherine House, Harwood Road, Northminster Business Park, Upper
Poppleton, York, YO26 6QU.  Its principal trading address is at St
Georges House, Norwich, NR7 9AU.

The Administrators may be reached at:

     Andrew Knowles
     Andrew Poxon
     Leonard Curtis
     Riverside House
     Irwell Street
     Manchester, M3 5EN
     Tel: 0161 831 9999
     E-mail: recovery@leonardcurtis.co.uk.

Alternative contact: Nicola Carlton


NUTSHELL SOFTWARE: FRP to Lead Administration Proceedings
---------------------------------------------------------
Nutshell Software Limited was placed in administration proceedings
in the High Court of Justice, Business and Property Courts in
Newcastle, Court Number: CR-2024-NCL-000110), and FRP Advisory
Trading Limited was appointed as administrators on July 3, 2024.

Nutshell Software Limited is an app developer.  Its registered
office is at Suite 5, 2nd Floor Bulman House, Regent Centre,
Newcastle Upon Tyne, NE3 3LS.  Its principal trading address is at
Floor 1, Baltimore House, Baltic Business Quarter, Gateshead, NE8
3DF.

The Administrators may be reached at:

     Steven Philip Ross
     Allan Kelly
     FRP Advisory Trading Limited
     Suite 5, 2nd Floor Bulman House
     Regent Centre
     Newcastle Upon Tyne, NE3 3LS
     Tel: 0191 605 3737

Alternative contact:

     Paul Caisley
     E-mail: cp.newcastle@frpadvisory.com


RRE 20: S&P Assigns Prelim BB-(sf) Rating on Class D Notes
----------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to RRE
20 Loan Management DAC's class A-1 to D notes. At closing, the
issuer will also issue unrated performance, preferred return, and
subordinated notes.

This is a European cash flow CLO transaction, securitizing a
portfolio of primarily senior secured leveraged loans and bonds.
The transaction will be managed by Redding Ridge Asset Management
(UK) LLP.

The preliminary ratings assigned to the notes reflect S&P's
assessment of:

-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.

-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.

-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.

-- The transaction's legal structure, which S&P expects to be
bankruptcy remote.

-- The transaction's counterparty risks, which S&P expects to be
in line with its counterparty rating framework.

-- Under the transaction documents, the rated notes will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes will permanently switch to semiannual
payment.

-- The portfolio's reinvestment period will end approximately 4.60
years after closing, and the portfolio's maximum average maturity
date is approximately 8.5 years after closing.


  Portfolio benchmarks
                                                       CURRENT

  S&P Global Ratings weighted-average rating factor   2,801.10

  Default rate dispersion                               446.47

  Weighted-average life (years)                           4.88

  Obligor diversity measure                              83.09

  Industry diversity measure                             17.92

  Regional diversity measure                              1.45


  Transaction key metrics
                                                       CURRENT

  Total par amount (mil. EUR)                              400

  Defaulted assets (mil. EUR)                                0

  Number of performing obligors                             98

  Portfolio weighted-average rating
  derived from S&P's CDO evaluator                           B

  'CCC' category rated assets (%)                         0.00

  Target 'AAA' weighted-average recovery (%)             37.00

  Target portfolio weighted-average spread (%)            4.08


S&P said, "The portfolio is well-diversified, primarily comprising
broadly syndicated speculative-grade senior secured term loans and
senior secured bonds. Therefore, we have conducted our credit and
cash flow analysis by applying our criteria for corporate cash flow
CDOs. As such, we have not applied any additional scenario and
sensitivity analysis when assigning ratings to any class of notes
in this transaction.

"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread (3.70%), and the
covenanted weighted-average coupon indicated by the collateral
manager (5.50%). We assumed weighted-average recovery rates in line
with those of the target portfolio presented to us. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

"Our credit and cash flow analysis indicates that the available
credit enhancement for the class A-2A, A-2B, B, C-1, C-2, and D
notes could withstand stresses commensurate with higher ratings
than those assigned. However, as the CLO will be in its
reinvestment phase starting from closing, during which the
transaction's credit risk profile could deteriorate, we have capped
the assigned preliminary ratings.

"At closing, we expect the transaction's documented counterparty
replacement and remedy mechanisms to adequately mitigate its
exposure to counterparty risk under our current counterparty
criteria.

"Following the application of our structured finance sovereign risk
criteria, we consider the transaction's exposure to country risk to
be limited at the assigned preliminary ratings, as the exposure to
individual sovereigns does not exceed the diversification
thresholds outlined in our criteria.

"At closing, we expect the transaction's legal structure to be
bankruptcy remote, in line with our legal criteria.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our assigned
preliminary ratings are commensurate with the available credit
enhancement for the class A-1, A-2A, A-2B, B, C-1, C-2, and D
notes.

"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A-1 to D notes to four
hypothetical scenarios."

Environmental, social, and governance factors

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain industries, including, but not limited:
thermal-coal-based power generation, mining or extraction; Arctic
oil or gas production, and unconventional oil or gas production
from shale, tight reservoirs, or oil sands; production of civilian
weapons; development of nuclear weapon programs and production of
controversial weapons; management of private for-profit prisons;
tobacco or tobacco products; opioids; adult entertainment;
speculative transactions of soft commodities; predatory lending
practices; non-sustainable palm oil productions; animal testing for
non-pharmaceutical products; endangered species; and banned
pesticides or chemicals.

"Accordingly, since the exclusion of assets from these industries
does not result in material differences between the transaction and
our ESG benchmark for the sector, no specific adjustments have been
made in our rating analysis to account for any ESG-related risks or
opportunities."

  Preliminary ratings

          PRELIM. PRELIM. AMOUNT  CREDIT
  CLASS   RATING*   (MIL. EUR)    ENHANCEMENT (%) INTEREST RATE§

  A-1     AAA (sf)    244.00      39.00    Three/six-month EURIBOR

                                           plus TBD

  A-2A    AA (sf)      41.50      26.75    Three/six-month EURIBOR

                                           plus TBD

  A-2B    AA (sf)       7.50      26.75    TBD

  B       A (sf)       23.00      21.00    Three/six-month EURIBOR

                                           plus TBD

  C-1     BBB (sf)     24.00      15.00    Three/six-month EURIBOR

                                           plus TBD

  C-2     BBB- (sf)     4.00      14.00    Three/six-month EURIBOR

                                           plus TBD

  D       BB- (sf)     18.00       9.50    Three/six-month EURIBOR

                                           plus TBD

  Performance
  notes       NR        1.00        N/A    N/A

  Preferred
  return notes  NR      0.25        N/A    N/A

  Sub notes     NR    44.175        N/A    N/A

*The preliminary ratings assigned to the class A-1, A-2A, and A-2B
notes address timely interest and ultimate principal payments. The
ratings assigned to the class B, C-1, C-2, and D notes address
ultimate interest and principal payments.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.

NR--Not rated.
N/A--Not applicable.
EURIBOR--Euro Interbank Offered Rate.
TBD--To be determined.


THELOYALTYCO.APP LTD: Leonard Curtis Named as Administrators
------------------------------------------------------------
TheLoyaltyCo.App Ltd was placed in administration proceedings in
the High Court of Justice, Business and Property Courts in
Manchester, Insolvency & Companies List (ChD), Court Number:
CR-2024-MAN-000906, and Leonard Curtis was appointed as
administrators on July 5, 2024.

TheLoyaltyCo.App Ltd trades under the name TLC.  The Company
provides information technology consultancy services.  Its
registered office and principal trading address are at St John's
House, Queen Street, Manchester, M2 5JB.

The Administrators may be reached at:

     Mike Dillon
     Andrew Knowles
     Leonard Curtis
     Riverside House
     Irwell Street
     Manchester, M3 5EN
     Tel: 0161 831 9999
     E-mail: recovery@leonardcurtis.co.uk

Alternative contact: Joe Thompson


WE SODA: S&P Assigns 'BB-' LT Issuer Credit Rating, Outlook Stable
------------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' long-term issuer credit
rating to WE Soda Ltd., the consolidating entity of WE Soda group
and the parent entity of the restricted group. S&P also affirmed
its 'BB-' issue rating on WE Soda group's senior secured notes.

At the same time, at the request of the issuer, S&P withdrew its
'BB-' long-term issuer credit rating on Kew Soda Ltd., the
intermediate parent company of WE Soda group.

The 'BB-' rating on WE Soda Ltd. is identical to the previous
rating on Kew Soda Ltd. Following the decision to cancel the
initial public offering in June 2023, WE Soda group transferred the
governance arrangements from Kew Soda Ltd. to WE Soda Ltd. and
decided to report the consolidated audited accounts at the WE Soda
Ltd. level from 2023 onward. WE Soda Ltd., similar to KEW Soda
Ltd., is an intermediate holding company. The immediate parent is
KEW Soda Ltd., which is incorporated in the U.K., and the ultimate
holding company is Akkan Enerji ve Madencilik A.Ş., which is
incorporated in Turkiye. S&P said, "While additional holding
companies exist above WE Soda Ltd., we exclude them from our group
assessment since we believe they have no material liabilities or
operating assets and therefore no bearing on the group's overall
credit quality. As a result, our view of WE Soda Ltd.'s business
risk continues to reflect its advantageous cost position--which
helps it generate very high profitability and resilient sales
volumes--its strong market positions in its key regions, such as
Europe and South America, and the disciplined nature of the soda
ash market. We regard WE Soda Ltd.'s narrow geographical and
product diversity as the main constraints for its credit profile."

S&P said, "The rating action reflects our expectation that leverage
will remain above 3.0x over the next 12-18 months due to lower
earnings.We have lowered WE Soda Ltd.'s SACP to 'bb-' from 'bb'. At
the same time, we revised the outlook on the SACP to stable from
positive. This is because we no longer think that WE Soda Ltd. is
likely to meet the requirements for a higher rating over the next
12-18 months, including maintaining adjusted leverage below 3.0x.
Our base case is that demand for soda ash in key end markets--such
as construction, auto, and chemicals that account for over half of
the company's output--will likely remain subdued over 2024-2025,
leading to lower soda ash prices. Specifically, we expect the total
construction output in the important European market will decline
for the second consecutive year in 2024, while S&P Global Mobility
projects light vehicle production will marginally decline in 2024,
after increasing strongly in 2023. Finally, we forecast a gradual
and only modest recovery of the chemical sector in 2024. As a
result, we expect that WE Soda Ltd.'s revenues will decline to
about $1.3 billion in 2024, from $1.56 billion in 2023, and that
margins will erode. Even so, we expect sales volumes will grow as
the company's production capacity increased following the
debottlenecking in Kazan, Turkiye.

"Our forecast factors in WE Soda Ltd.'s position at the low end of
the cost curve.This means changes in the demand in end markets are
unlikely to affect WE Soda Ltd.'s sales volumes since they will
price out marginal suppliers first. Accordingly, we forecast
adjusted EBITDA of $520 million-$540 million in 2024, corresponding
to adjusted leverage of 3.2x-3.6x. This exceeds the 2.0x-3.0x range
we view as commensurate with the 'bb' SACP. We calculate leverage
on a gross debt basis, which we project at about $1.8 billion in
2024, including adjustments for items such as leases, asset
retirement obligations, net pension liabilities, and the drawn
portion of committed receivable financing facilities.

"Our 'BB-' rating on WE Soda Ltd. is now equal to our T&C
assessment on Turkiye and remains one notch above the sovereign
credit rating on Turkiye.WE Soda group's physical assets are in
Turkiye and its operations can be significantly affected by
decisions that are beyond its control, such as government-imposed
export restrictions. Nevertheless, WE Soda Ltd. passes our
sovereign stress test, which includes both economic stress and a
potential currency devaluation. We therefore rate the company one
notch above the unsolicited 'B+' long-term foreign currency
sovereign credit rating on Turkiye. WE Soda Ltd. passes our stress
test because of its export-oriented business--which accounted for
about 84% of total revenues in 2023 and means that virtually all
the company's earnings are in hard currency--and its sizable cash
holdings in offshore accounts.

"The stable outlook indicates that we expect WE Soda Ltd. will
maintain adjusted debt to EBITDA within the 3.0x-4.0x range we see
as commensurate with the 'BB-' rating. In our base case, we
forecast adjusted EBITDA of $520 million-$540 million in 2024,
improving to about $600 million in 2025. As a result, we expect
adjusted debt to EBITDA will increase to 3.2x-3.6x in 2024 and
about 3.0x in 2025, from 2.5x in 2023. This reflects our
expectation that weaker demand in key end markets will result in
lower soda ash prices.

"Furthermore, the stable outlook reflects our expectation that the
company will continue passing our hypothetical sovereign stress
test on Turkiye.

"We could lower our rating on WE Soda Ltd. if a
less-than-supportive market environment persists for longer than we
anticipate, hampering demand, depressing soda ash prices, and
leading to adjusted debt to EBITDA above 4.0x without near-term
prospects of a recovery, combined with free operating cash flow
(FOCF) to debt declining below 10%.

"While unlikely, given the export-oriented nature of the business,
we could also lower our rating if WE Soda Ltd.'s export revenues
and liquidity position in offshore accounts deteriorate such that
it no longer passes our hypothetical sovereign stress test."

S&P could consider a positive rating action if:

-- Debt to EBITDA improved sustainably below 3.0x;

-- FOCF to debt remained above 10%; and

-- WE Soda continued to pass S&P's hypothetical sovereign stress
test on Turkiye, all else being equal.


WHEEL BIDCO: Fitch Alters Outlook on 'B-' LongTerm IDR to Negative
------------------------------------------------------------------
Fitch Ratings has revised Wheel Bidco Limited's (Pizza Express)
Outlook to Negative from Stable, while affirming its Long-Term
Issuer Default Rating (IDR) at 'B-'.

The Negative Outlook reflects uncertainty around Pizza Express's
EBITDA recovery and deleveraging as the UK casual dining market
remains tough. In its view, inability to grow EBITDA in 2024-2025
may lead to negative free cash flow (FCF) and increase refinancing
risks for its notes maturing in July 2026.

The 'B-' rating is supported by Pizza Express's adequate liquidity,
with an almost fully available revolving credit facility (RCF), and
flexibility to cut expansionary capex by GBP10 million-GBP15
million in case of liquidity needs. The fixed rates on its debt
also protect the company from currently high interest rates and
help preserve operating cash flow. In addition, the rating
considers Pizza Express's established brand in a popular pizza
category and wide consumer appeal across the demographic spectrum.

KEY RATING DRIVERS

Tough Market Environment: The operating environment in UK casual
dining remains challenging in view of continued consumer caution,
the cost-of-living crisis and stiff competition. The market shrank
1%-2% in 1Q24 and the near-term consumer spending outlook remains
gloomy, posing risks to the company's performance in 2024. Fitch
assumes some acceleration in consumer spending from 2025, which
would lead to a more normal trading environment and allow Pizza
Express to resume revenue growth of 2%-3%.

Price Increases to Support Performance: Pizza Express increased
prices by a total 7% across 2023, which were however not fully
reflected in revenue due to their timing. Fitch expects the impact
of price increases in 2023 will help offset a decline in restaurant
covers and cost inflation in 2024. Further price increases in 2024
are likely to be more limited as the market remains highly
competitive.

Uncertain EBITDA Recovery: Pizza Express's 2023 EBITDA was below
its expectations, due primarily to a sharp market slowdown in 4Q23.
Its rating case assumes slight growth in EBITDA in 2024 due to
price increases, deflation in some food costs and optimisation of
labour, central and marketing expenses, which would offset higher
rents linked to the full-year impact of company voluntary
arrangement (CVA) protection expiry. Nevertheless, Fitch sees risks
to its forecast should consumer demand be weaker than Fitch
assumes.

Structural Profitability Reduction: Fitch believes the reduction in
Pizza Express's profitability over 2022-2023 was structural after
sharp inflation in food and beverage, energy and labour costs was
not fully passed on to consumers. The company's Fitch-adjusted
EBITDA margin was around 9% in 2023, materially below the 15%-16%
it generated before the pandemic. In its view, some improvements
are possible but a full recovery to 2019 levels is unlikely in the
medium term.

High Leverage: Pizza Express' EBITDAR leverage increased to 8x in
2023 (2022: 7.3x), which is high for the restaurant sector and
above its negative rating sensitivity of 7.5x. Fitch projects some
deleveraging over 2024-2025 but it may be insufficient to ensure
rating headroom for the 'B-' IDR and address refinancing risks for
its bond due in July 2026. This is reflected in the Negative
Outlook.

Neutral-to-Negative FCF: Pizza Express generated neutral FCF in
2023 but it was supported mostly by cash inflow under working
capital due to a change in the frequency of rent payments following
CVA expiration. As Fich expects working capital to normalise, FCF
is likely to turn mildly negative from 2024. This assumes capex
will remain at GBP20 million-GBP25 million a year as Pizza Express
continues its refurbishments programme, which is core to
maintaining its competitiveness.

Small Scale; Limited Diversification: Pizza Express's business
profile is consistent with the 'B' category due to its small scale
in a fragmented UK restaurant sector, limited diversification in
international markets and a single brand. The company operates 460
restaurants (including 77 franchised restaurants) in casual dining
and has around an 8% share of the UK market. The market provides
some long-term growth opportunities, but Fitch does not expect
Pizza Express to substantially expand its network and increase its
EBITDAR (2023: GBP77 million) towards the 'BB' category median in
the sector.

DERIVATION SUMMARY

Pizza Express has the same rating as UK pub companies Stonegate Pub
Company Limited (B-/Rating Watch Negative (RWN)) and Punch Pubs
Group Limited (B-/Stable), all rated under Fitch's Global
Restaurants Navigator framework.

All three companies are highly leveraged but differ by business
model, FCF generation and refinancing risks. In its view, pub
groups have a stronger business profile than Pizza Express in view
of their larger size and better financial and operational
flexibility, given their freehold property and more limited
exposure to labour costs. Stonegate's RWN reflects higher
refinancing risks than Punch and Pizza Express.

Pizza Express shares the same rating as Sizzling Platter, LLC
(B-/Stable), a US-based franchisee for quick-service restaurant
chains with a slightly larger restaurant portfolio. However, Pizza
Express's higher leverage and weaker operating performance
underline its Negative Outlook versus Sizzling Platter's Stable
Outlook.

KEY ASSUMPTIONS

- Flat revenue in 2024 as price increases in 2023-2024 are offset
by decline in covers; while revenue of international business
shrinks due to closures of company-operated restaurants in 2023

- Low single-digit revenue growth over 2025-2027, driven by
normalisation in the market

- Gradual EBITDA recovery towards GBP48 million over 2024-2027
(2023: GBP41 million)

- Neutral changes in working capital to 2027

- Capex at GBP20 million-GBP25 million a year, with refurbishment
programme to be completed in 2026

- Debt refinancing at a higher cost

- No dividends or M&A to 2027

RECOVERY ANALYSIS

The recovery analysis assumes that Pizza Express would be
reorganised as a going concern (GC) in bankruptcy rather than
liquidated. Fitch has assumed a 10% administrative claim.

Fitch has revised its estimate for post-reorganisation GC EBITDA to
GBP40 million from GBP50 million, on which Fitch bases the
enterprise value (EV). It is now similar to Fitch-adjusted EBITDA
of EUR41 million in 2023, which came under pressure from high cost
inflation and a challenging market environment.

Fitch has applied a 5.0x EV/EBITDA multiple to the GC EBITDA to
calculate a post-reorganisation EV. This is within the 4.0x-6.0x
range Fitch has used across publicly and privately rated peers. It
considers the scale, limited international diversification and
single core brand of Pizza Express.

The company's senior secured notes rank behind its GBP30 million
super senior RCF, which is assumed to be fully drawn on default.

Its waterfall analysis generates a ranked recovery for the GBP335
million senior secured notes in the 'RR4' band, indicating a 'B-'
instrument rating, in line with the 'B-' IDR. The waterfall
generated recovery computation on current metrics and assumptions
is 45%.

The ranked recovery for the GBP30 million super senior RCF is in
the 'RR1' band with a 100% recovery, indicating a 'BB-' instrument
rating, three notches up from the IDR.

RATING SENSITIVITIES

Factors That May, Individually or Collectively, Lead to a
Downgrade:

- Greater-than-expected EBITDA recovery, leading to
neutral-to-positive FCF

- Visibility of EBITDAR leverage falling below 6.0x on a sustained
basis

- EBITDAR fixed charge coverage above 1.6x on a sustained basis

Factors That May, Individually or Collectively, Lead to Positive
Rating Action/Upgrade:

- Weaker-than-expected recovery, due to the macro environment,
competitive pressures or higher inflation leading to lower sales
and lower-than-expected profit and cash margins

- EBITDAR leverage above 7.5x on a sustained basis

- EBITDAR fixed charge coverage below 1.3x on a sustained basis

- Negative FCF leading to tightening liquidity headroom

- Absence of tangible refinancing plans 12-18 months ahead of
GBP335 million bond maturity in July 2026

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: At end-March 2024, Pizza Express's
liquidity was satisfactory, with Fitch-adjusted cash of GBP30
million (after excluding GBP20 million for daily operations and
therefore not available for debt service) and GBP26 million
available under the GBP30 million RCF. Of the RCF, GBP4 million was
used to issue an electricity letter of credit. Its forecast does
not envisage cash drawings under the RCF, even though Fitch
projects negative FCF over the next three years.

Additional flexibility comes from Pizza Express's option to curtail
expansion and refurbishment capex to preserve liquidity.
Non-discretionary maintenance capex is around GBP10 million out of
GBP20 million-GBP25 million assumed in its rating case. Fitch
believes that improvement in EBITDA and deleveraging are important
to address refinancing risks of its RCF and notes maturing in
2026.

ISSUER PROFILE

Pizza Express is a leading casual dining operator with 460
restaurants, of which 358 are owned/operated in the UK and
Ireland.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

ESG CONSIDERATIONS

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

   Entity/Debt              Rating        Recovery   Prior
   -----------              ------        --------   -----
Wheel Bidco Limited   LT IDR B-  Affirmed            B-

   senior secured     LT     B-  Downgrade   RR4     B

   super senior       LT     BB- Affirmed    RR1     BB-



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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