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

                          E U R O P E

          Wednesday, May 25, 2022, Vol. 23, No. 98

                           Headlines



D E N M A R K

TDC NET: Fitch Assigns First-Time BB LongTerm IDRs, Outlook Stable


F R A N C E

AGATHA DIFFUSION: June 13 Bid Submission Deadline for Shares
AGATHA SA: June 13 Bid Submission Deadline for Shares


I R E L A N D

CAPITAL FOUR IV: S&P Assigns Prelim. B- (sf) Rating on F Notes
JAZZ PHARMACEUTICALS: Fitch Alters Outlook on BB- IDR to Positive
JUBILEE CLO 2015-XV: Moody's Affirms B1 Rating on Class F Notes
PENTA CLO 11: Fitch Assigns 'B-' Rating on Class F Debt


N E T H E R L A N D S

E-MAC PROGRAM III: S&P Puts 'BB' Ratings on C notes on Watch Neg.


R U S S I A

VTBC ASSET: GFSC Puts Business Into Administration


S E R B I A

GENERALEXPORT: Serbia Fails to Sell Assets for Second Time
INTER KOP: Serbia Puts Assets Up for Sale for RSD138.7 Million


S P A I N

LOARRE INVESTMENTS: Moody's Assigns Ba3 Rating to 2 Tranches


S W I T Z E R L A N D

GABLE INSURANCE: Few Inns Sues Broker for GBP3MM Over Insolvency


U N I T E D   K I N G D O M

DRAX GROUP: Fitch Affirms 'BB+' LongTerm Issuer Default Rating
ITE UK: Put Into Voluntary Liquidation, Assets Put Up for Sale
LIVERPOOL MARKETS: Owes Liverpool City Council GBP3.46 Million
LUDGATE FUNDING 2007-FF1: S&P Raises Cl. E Notes Rating to BB+
PREFERRED RESIDENTIAL 05-2: S&P Assigns 'B-' Rating E1c Notes

SPIRIT ISSUER: Fitch Affirms 'BB' Rating on Notes

                           - - - - -


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D E N M A R K
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TDC NET: Fitch Assigns First-Time BB LongTerm IDRs, Outlook Stable
------------------------------------------------------------------
Fitch Ratings has assigned TDC NET A/S a first-time Long-Term
Issuer Default Rating (IDR) of 'BB' with a Stable Outlook. Fitch
has also assigned TDC NET's new EMTN programme for senior secured
notes, an instrument rating of 'BBB-' with a Recovery Rating
'RR2'.

TDC NET is a network company of the Danish incumbent telecom
operator TDC. Its ratings benefit from the company's leading
position within the Danish telecoms infrastructure market but are
constrained by high leverage. TDC NET has strong in-market scale
and leading market shares in both the fixed and mobile segments
while ownership of both the cable and copper-based local access
network infrastructure partly reduces its operating risk profile.
Fitch expects TDC NET to exhibit strong sustainability of leverage,
due to embedded structural protection for the creditors, which
prevent TDC NET from increasing leverage should performance
deteriorate.

Fitch maintains the Rating Watch Negative (RWN) on TDC NET's
ultimate parent DKT Holdings ApS (DKT) and Rating Watch Evolving
(RWE) on DKT Finance ApS's senior notes. Fitch expects to resolve
the watches once Fitch has more clarity on the group's capital
structure and plans on the amount and type of debt at financing
vehicle DKT Finance and services subsidiary, Nuuday.

The rating of TDC Holding A/S's existing senior unsecured EMTNs is
upgraded to 'BBB-'/'RR2' from 'BB+'/'RR1' and removed from RWE as
Fitch now treats them pari passu with TDC NET's new senior secured
debt.

KEY RATING DRIVERS

Strong Market Positions: TDC NET has leading market positions in
Denmark in both the mobile and fixed telecoms segments, with
subscriber shares of about 40% and 55%, respectively. This is
underpinned by the number one positions of its anchor customer,
Nuuday, in these two segments and a diversified customer base in
fixed broadband. Fitch expects its network quality leadership and a
focus on further improvements will allow TDC NET to protect its
market share in the long term. Fitch expects the share of Nuuday in
total revenue to gradually decline, due to a likely expansion of
national roaming agreements with other network providers and growth
of the customer base in wholesale broadband.

Limited Commercial Risk in Mobile: Fitch believes that a major part
of TDC NET's revenue is protected from commercial risk and,
therefore, should be sustainable. The majority of mobile revenue
relies on flat-fee long-term agreements with Nuuday based on
network capacity usage. Fitch sees only a remote chance of Nuuday
switching its mobile network provider in the long term as the only
viable alternative - TT network (Telia's and Telenor's network JV)
- does not have the necessary capacity and spectrum for a third
mobile operator, especially the largest one as Nuuday. This secures
good visibility for almost half of TDC NET's EBITDA.

Less Visibility in Fixed-line: Fixed network revenue has less
visibility, due to the lack of long-term commitments and a reliance
on broadband customer take-up rates. However, Fitch views
operational risks in fixed-line as modest, due to strong and
growing demand for high-speed internet in Denmark and only a
limited overlap with utility companies' fibre and cable networks.

Unique Infrastructure: TDC NET owns both the copper network and the
majority of the cable infrastructure in the country, which affords
a unique position in the fixed-line market compared with other
European telecoms. In broadband, TDC NET has better high-speed
coverage than all its utility peers combined and will likely
strengthen its position with the ongoing fibre rollout. Its
existing cable infrastructure has been upgraded to DOCSIS 3.1,
which makes it highly competitive with fibre on price and network
connection speeds.

Intense Competition: The Danish telecoms market is highly
competitive, which puts pressure on TDC NET's anchor customer
Nuuday. Fitch believes that, with the demerger of TDC Group, most
commercial risks in the mobile segment are transferred to Nuuday.
TDC NET's main competitive areas would be those where its
high-speed broadband overlaps with utilities' fibre and cable
networks. Its strategy to overbuild with fibre primarily its own
infrastructure, and in particular cable, makes a rollout of
duplicating networks by competitors economically unjustified and,
allows TDC NET highly sustainable market positions in such areas.

Regulatory Changes Supportive: Fitch believes that the changes in
broadband regulation in Denmark would be supportive for TDC NET as
they would effectively deregulate a significant part of the
company's high-speed broadband footprint, allowing for better price
flexibility. It would also allow for higher annual price increases
for copper infrastructure where the company remains regulated,
which should smooth out the negative impact from the phase-out of
legacy businesses.

As the only operator with significant market power (SMP)
nationwide, TDC NET's product prices are regulated, putting the
company in a disadvantageous position versus the unregulated
products of utility companies. The new regulation would give the
latter SMPs on a regional basis where they have a dominant
footprint, improving TDC NET's relative competitiveness.

Sustainable Leverage: Fitch expects TDC NET to maintain
Fitch-defined funds from operations (FFO) net leverage at about
6.3x in 2022-2026, consistent with its targeted sustainable
leverage. Material deviation from the target leverage will be
curtailed by trigger-event leverage and coverage ratios, which will
lock up dividend distributions and certain other payments until it
is remedied. Strong cash flow generation will likely result in
re-leveraging to the target for dividend payments or for
upstreaming loans.

Existing EMTNs Upgrade: Fitch believes the existing GBP425 million
senior unsecured EMTNs at TDC Holding A/S will continue to benefit
from the statutory demerger liability under the Danish Companies
Act, which allows us to treat these bonds effectively pari passu
with TDC NET's senior secured debt. This is based on Fitch's
assumption that the holders of the senior unsecured EMTNs will not
be disadvantaged versus TDC NET creditors in a default and have a
direct claim to TDC NET's infrastructure. There is a degree of
uncertainty in this assumption as Fitch is not aware of any legal
precedents in Denmark for debt structures like this.

The GBP425 million notes due in 2023 are included in TDC NET's
debt, covenants and trigger-event ratios calculation. Fitch expects
the notes to be repaid from the proceeds of new secured debt issued
by TDC NET.

Parent-Subsidiary Linkage (PSL): Fitch rates TDC NET on a
standalone basis due to robust contractual ring-fencing that
protects the subsidiary's cash flow and assets from DKT. Fitch
views TDC NET as the strong subsidiary and DKT as the weak parent
under Fitch's PSL Criteria. Fitch believes that legal ring-fencing
factor is "insulated" as the documentation for senior secured debt
limits dividends and inter-company lending, and is explicitly
designed to support the subsidiary's profile. Access and control is
also "insulated" as all of TDC NET's non-equity funding is external
and managed with high autonomy.

DKT's IDR Construction Change: With the new ring-fenced debt at TDC
NET in place, DKT will only have access to cash flows from Nuuday
and the TDC Pension Fund, and rely on dividend payments from TDC
NET within the limitations of the ringfence. The rating approach to
DKT will depend on whether the parent will have constraints in
accessing cash flows from Nuuday if the subsidiary raises new debt.
Fitch will likely downgrade DKT's IDR by no more than two notches
once Fitch has more clarity on the group's capital structure and
plans on the amount and type of debt at financing vehicle DKT
Finance ApS and Nuuday.

DERIVATION SUMMARY

Czech Republic-based telecoms infrastructure company CETIN a.s.
(BBB/Stable) is the closest peer of TDC NET. Compared with CETIN,
TDC NET has stronger competitive positions in the fixed-line
business, benefits from a more mature market with limited
infrastructure overlap and lower investment risks of fibre rollout
as it primarily targets overbuilding its own infrastructure. The
companies have similar operating profiles in mobile. However, TDC
NET's higher share of EBITDA from the stronger fixed-line business
makes the company's overall profile lower-risk. CETIN is rated
higher, due to its significantly lower leverage.

European tower companies Cellnex Telecom S.A. (BBB-/Stable) and
Infrastrutture Wireless Italiane S.p.A. (BBB-/Stable) are peers as
telecoms infrastructure companies. Fitch deems the tower business
as the lowest-risk sub-segment in telecoms infrastructure as tower
companies have high visibility and stability of rental income based
on passive infrastructure and inflation-linked long-term contracts,
high visibility of investment risk for growth projects and lower
risk of technological obsolescence. TDC NET's ownership of active
infrastructure and spectrum in the mobile segment makes the
company's risk profile closer to that of integrated telecoms
companies, hence the tighter leverage thresholds compared with the
tower companies.

In the fixed-line segment, Fitch sees the Australian fibre
wholesaler NBN Co Limited (AA/Stable; Standalone Credit Profile
(SCP) of bb) as a peer for TDC NET. The ratings of NBN benefit from
a dominant, almost monopolistic market position in wholesale
local-access broadband, limited competition and a growing revenue
base. These strong structural business characteristics justify
higher leverage tolerance. NBN's SCP would become consistent with
an investment-grade rating once Fitch has visibility that FFO net
leverage will fall sustainably below 6.0x. At the same time,
compared with NBN, both TDC NET and CETIN are better protected from
the risk of fixed technology being substituted by 5G, due to their
strong positions in the mobile segment.

KEY ASSUMPTIONS

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

-- Largely flat to modestly declining revenue in 2022-2026;

-- Fitch-defined EBITDA margin to improve to 66% in 2026 from
    62.7% in 2021, on the back of cost-saving programmes;

-- Capex to have peaked at 54.6% of revenue in 2021, which
    includes deferred cash capex payment from 2020, before
    gradually declining to about 42% in 2025;

-- Excess cash flow distributed to shareholders;

-- Negative working capital of about 1.5% of revenue in 2022-
    2025.

RATING SENSITIVITIES

TDC NET

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

-- FFO net leverage sustainably below 5.7x and net debt / EBITDA
    sustainably below 5.2x.

-- Sustainable competitive positions in both the mobile and
    fixed-line segments

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

-- FFO net leverage sustainably above 6.7x and net debt / EBITDA
    sustainably above 6.2x;

-- Lower-than-expected take up rates for broadband as well as
    deterioration of the market position of Nuuday, resulting in
    pressures on the fixed-line segment;

-- Intensified competition with utility companies in high-speed
    broadband.

DKT

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

-- Positive rating action on the IDR is unlikely given the RWN.

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

-- Debt ring-fencing at the operating subsidiaries will likely
    lead to a change in the rating construction and may result in
    the downgrade of the IDR if the amount of debt at DKT Finance
    remains high and no liquidity facilities are put in place.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Healthy Liquidity: TDC NET aims to maintain low cash levels on its
balance sheet and fund intra-year working capital swings with a
revolving credit facility (RCF) of EUR350 million (DKK2.6 billion).
Fitch expects TDC NET to generate positive pre-dividend free cash
flow (FCF) from 2024. Fitch expects the maturity profile to be well
spread following the setting up of the new group structure, as per
the requirements in the secured debt documentation.

ISSUER PROFILE

DKT is a holding company for TDC, which is the incumbent telecom
operator of Denmark. TDC offers unbundled products covering mobile,
broadband, TV and telephony.

TDC NET, as the network company of TDC, owns the mobile network,
copper network and the majority of cable network in Denmark
covering 50% of Danish households.

The group is ultimately controlled by Macquarie Infrastructure and
Real Assets (MIRA, 50%) and three Danish pension funds (PFA, PKA
and ATP).

Criteria Variation

Fitch rates the senior secured debt two notches above TDC NET's IDR
of 'BB' at 'BBB-'/'RR2'. This treatment constitutes a criteria
variation from Fitch's Corporates Recovery Ratings and Instrument
Ratings Criteria under which the potential notching up for the
senior secured debt of 'BB' rated corporates in Europe is
constrained to only one notch, alongside Recovery Rating being
capped at 'RR2' (except for ABLs and super-senior RCFs).

The deviation reflects Fitch's expectation of strong recovery
prospects for the senior secured debt, due to high-value
collateral, strong underlying infrastructure business
characteristics and embedded credit-protection mechanisms,
including insulation of TDC NET from the rest of the group, trigger
events locking up distributions, a well-spread debt maturity
profile, a comprehensive security package and dedicated facilities
preventing liquidity and refinancing risks.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.



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F R A N C E
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AGATHA DIFFUSION: June 13 Bid Submission Deadline for Shares
------------------------------------------------------------
In the context of the judicial liquidation of Agatha Diffusion, the
shares and related receivables held in (i) Fenno Scandia Holding
and (ii) Agatha Japan have been put up for sale.

Bids must be submitted by noon on June 13, 2022, at the registry of
the Bobigny Commercial Court, 1-13 rue Michel de l'Hospital 93000
Bobigny, France.



AGATHA SA: June 13 Bid Submission Deadline for Shares
-----------------------------------------------------
In the context of the judicial liquidation of Agatha SA, the shares
and related receivables held in Agatha Asia Pacific Limited have
been put up for sale.

Bids must be submitted by noon on June 13, 2022, at the registry of
the Bobigny Commercial Court, 1-13 rue Michel de l'Hospital 93000
Bobigny, France.




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I R E L A N D
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CAPITAL FOUR IV: S&P Assigns Prelim. B- (sf) Rating on F Notes
--------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Capital Four CLO IV DAC's class A, B, C, D, E, and F notes. At
closing, the issuer will also issue unrated subordinated notes.

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

This transaction has a one-year non-call period and the portfolio's
reinvestment period will end approximately two years after
closing.

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

-- The diversified collateral pool, which consists primarily of
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 (OC).

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

  Portfolio Benchmarks
                                                        CURRENT
  S&P Global Ratings weighted-average rating factor    2,867.57
  Default rate dispersion                                373.57
  Weighted-average life (years)                            5.01
  Obligor diversity measure                               98.38
  Industry diversity measure                              18.36
  Regional diversity measure                               1.37

  Transaction Key Metrics
                                                        CURRENT
  Total par amount (mil. EUR)                            350.00
  Defaulted assets (mil. EUR)                                 0
  Number of performing obligors                             112
  Portfolio weighted-average rating
   derived from S&P's CDO evaluator                           B
  'CCC' category rated assets (%)                          2.29
  'AAA' target portfolio weighted-average recovery (%)    36.98
  Covenanted weighted-average spread (%)                   3.85
  Covenanted weighted-average coupon (%)                   4.00

Rating rationale

S&P said, "Our preliminary ratings reflect our assessment of the
preliminary collateral portfolio's credit quality, which has a
weighted-average rating of 'B'. We consider that the portfolio will
primarily comprise broadly syndicated speculative-grade senior
secured term loans and senior secured bonds. Therefore, we
conducted our credit and cash flow analysis by applying our
criteria for corporate cash flow CDOs.

"In our cash flow analysis, we used the EUR350 million par amount,
the covenanted weighted-average spread of 3.85%, the covenanted
weighted-average coupon of 4.00%, and the identified portfolio
weighted-average recovery rates for all rated notes. 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.

"We expect that the transaction's documented counterparty
replacement and remedy mechanisms will adequately mitigate its
exposure to counterparty risk under our 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 consider that the transaction's legal structure
will be bankruptcy remote, in line with our legal criteria.

"Our credit and cash flow analysis indicate that the available
credit enhancement for the class B to D notes could withstand
stresses commensurate with higher rating levels than those we have
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 assigned preliminary ratings on the
notes. The class A notes can withstand stresses commensurate with
the assigned preliminary ratings.

"For the class F notes, our credit and cash flow analysis indicates
a negative cushion at the assigned rating. Nevertheless, based on
the portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and recent
economic outlook, we believe this class is able to sustain a
steady-state scenario, in accordance with our criteria." S&P's
analysis reflects several key factors, including:

-- The available credit enhancement for this class of notes is in
the same range as other CLOs that S&P rates, and that has recently
been issued in Europe.

-- S&P's breakeven default rate (BDR) at the 'B-' rating level,
which is 27.43% versus a portfolio default rate of 15.54% if it was
to consider a long-term sustainable default rate of 3.1% for a
portfolio with a weighted-average life of 5.1 years (current
weighted-average life of the CLO portfolio).

-- Whether the tranche is vulnerable to nonpayment in the near
future.

-- If there is a one-in-two chance for this note to default.

-- If S&P envisions this tranche to default in the next 12-18
months.

Following this analysis, S&P considers that the available credit
enhancement for the class F notes is commensurate with the
preliminary 'B- (sf)' rating assigned.

S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe that our
preliminary ratings are commensurate with the available credit
enhancement for the class A, B, C, D, E, and F 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 A to E notes
to five of the 10 hypothetical scenarios we looked at in our
publication. The results shown in the chart below are based on the
covenanted weighted-average spread, coupon, and recoveries.

"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 notes."

Environmental, social, and governance (ESG) factors

S&P said, "We regard the exposure to 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 the following industries:
controversial weapons, casinos, pornography or prostitution, payday
lending, tobacco, fossil fuel, weapons, endangered wildlife, or
hazardous chemicals, waste, and pesticide. 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."

The manager will provide an ESG monthly report that will include:

-- The portfolio's weighted-average ESG score and distribution;

-- The portfolio's weighted-average carbon intensity; and

-- The list of obligors that have been reclassified as ESG
ineligible obligations.

Capital Four IV DAC is a European cash flow CLO securitization of a
revolving pool, comprising euro-denominated senior secured loans
and bonds issued mainly by speculative-grade borrowers. Capital
Four CLO Management K/S will manage the transaction as a lead
manager and Capital Four Management Fondsmæglerselskab A/S as a
co-collateral manager.

  Ratings List

  CLASS    PRELIM     PRELIM     SUB (%)    INTEREST RATE*
           RATING     AMOUNT
                     (MIL. EUR)

  A        AAA (sf)    213.90    38.89     Three/six-month EURIBOR

                                           plus 1.12%

  B        AA (sf)      40.00    27.46     Three/six-month EURIBOR

                                           plus 2.29%

  C        A (sf)       17.20    22.54     Three/six-month EURIBOR

                                           plus 3.25%

  D        BBB (sf)     23.60    15.80     Three/six-month EURIBOR

                                           plus 4.50%

  E        BB- (sf)     19.40    10.26     Three/six-month EURIBOR

                                           plus 7.25%

  F        B- (sf)       7.90     8.00     Three/six-month EURIBOR

                                           plus 9.45%

  Sub      NR           29.60      N/A     N/A

*The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event
occurs.


JAZZ PHARMACEUTICALS: Fitch Alters Outlook on BB- IDR to Positive
-----------------------------------------------------------------
Fitch Ratings has affirmed Jazz Pharmaceuticals plc's (Jazz)
Long-Term Issuer Default Rating (IDR) at 'BB-'. The Rating Outlook
is revised to Positive from Stable. Fitch also affirmed the
'BB+'/'RR1 debt ratings on Jazz and its subsidiaries' secured
credit facilities and secured notes and the 'BB-'/'RR4 debt ratings
on Jazz Investments I Limited.

The Outlook revision is primarily based on Fitch's expectation that
Jazz will continue to benefit from steady revenue growth and
diversification over the medium term and to maintain CFO-Capex
solidly above 10%, despite the potential for periodic spikes in
leverage similar to that caused by the acquisition of GW
Pharmaceuticals.

The 'BB-' IDR for Jazz reflects its leadership position in the sale
and development of products to address sleep and movement disorders
and its growing business in oncology, including hematologic
malignancies and solid tumors and with the addition of GW
Pharmaceuticals, epilepsies. These strengths are primarily offset
by financial leverage, increased borrowing costs and significant,
albeit declining, product revenue concentration.

KEY RATING DRIVERS

Innovative, High-Growth Biopharmaceutical Company: The acquisition
of GW by Jazz positions the combined company to become a leader in
the neuroscience field as a result of complementary products with
significant future growth prospects. Jazz has a solid track record
of launching innovative products serving the sleep disorder market
and has recently expanded its portfolio of oncology products with
the launch of Zepzelca.

Revenue Growth and Diversification: Jazz's revenue growth is
reflective of its solid track record of new product launches (five
key launches in 2020 and 2021) and recent acquisition of GW
Pharmaceuticals. Coupled with the addition of Epidiolex to its
portfolio through the GW Pharmaceuticals acquisition, Jazz is on
track to report more than 60% of its net product sales in 2022
coming from newly approved, or acquired products.

Effective Deleveraging: Following the combination with GW
Pharmaceuticals, Jazz's leverage peaked on a pro forma basis in the
range of 5.5x-6.0x -- gross debt to EBITDA. However, Jazz has been
quick to reduce debt by over $1.3 billion bringing gross
debt/EBITDA to approximately 4.7x as of Dec. 31, 2021. Fitch
believes that if the company continues to apply substantially all
of its FCF to debt reduction in fiscal 2022, leverage may reach
3.5x or lower with cashflow capex/Debt above 10%.

Growth Through Acquisition: Fitch anticipates that Jazz will
continue to pursue a steady level of investments in companies or
assets to build out its portfolio of products but will remain
largely focused on areas of significant unmet needs and targeted
therapeutic conditions. The acquisitions of Celator Pharmaceuticals
and GW, and expenditures on IPR&D are clear indications of the
company's willingness to increase financial leverage to continue to
grow revenues and cash flows. As a result, Fitch anticipates that
financial leverage may rise and fall as the company continues to
explore and invest in adjacent therapeutic categories. Fitch's
forecast includes significant amounts of IPR&D investments and
acquisitions over the forecast period.

Competition for Xyrem: Xyrem is currently the top-selling product
approved by the FDA and marketed in the U.S. for the treatment of
both cataplexy and excessive daytime sleepiness (EDS) in patients
with narcolepsy. Jazz is highly dependent on Xyrem, and its
financial results have been significantly influenced by sales of
Xyrem. Jazz's ability to successfully commercialize Xywav (a newly
launched low-sodium product), which will replace Xyrem, will depend
on its ability to obtain and maintain adequate coverage and
reimbursement for Xywav and acceptance of Xywav by payors,
physicians and patients. The continued conversion of sales to Xywav
and maintenance of sales of the two products at levels consistent
with 2020 or higher will be critical to solid CFO.

Fitch anticipates that Xyrem and Xywav will face competition from
authorized generics and generic versions of sodium oxybate, though
Fitch expects Jazz to receive meaningful royalty revenues on Xyrem
authorized generics. In addition, non-oxybate products intended for
the treatment of EDS or cataplexy in narcolepsy, including new
market entrants, even if not directly competitive with Xyrem or
Xywav, could have the effect of changing treatment regimens and
payor or formulary coverage of Xyrem or Xywav in favor of other
products.

DERIVATION SUMMARY

Jazz's 'BB-'/Positive IDR reflects its leadership position in the
sale and development of products to address sleep and movement
disorders and its growing business in oncology, including
hematologic malignancies and solid tumors. In addition, the rating
reflects Jazz's significant cash flow generation and its expanding
pipeline of therapeutics.

The combination with GW Pharmaceuticals adds additional leadership
in the sale products to address epilepsies, increases Jazz scale
and has already diversified its revenue and cash flow sources.
Those strengths are primarily offset by the competitive challenges
to the Oxybate franchise and its leveraged growth strategy, which
may cause leverage to exceed Fitch's negative rating sensitivities
for relatively short periods.

Jazz's credit profile compares favourably to other
biopharmaceutical companies with comparable revenues. Jazz has
greater revenue diversification and significantly less litigation
claims and expenses, for example compared to Mallinckrodt
Pharmaceuticals or Endo International. In addition, Jazz has lower
financial leverage and more growth momentum compared to Teva
Pharmaceutical Industries Limited ('BB-'/Stable) and Bausch Health
Companies (B/Negative).

Parent-Subsidiary Relationship --The IDRs are rated on a
consolidated basis as discussed in Fitch's Parent-Subsidiary
Linkage Criteria using the weak parent/strong subsidiary approach,
open access and control factors based on the intercompany
guarantees of secured debt and the entities operating as a single
enterprise with strong legal and operational ties.

KEY ASSUMPTIONS

Revenue growth rate of 9% over the forecast period 2022-2025;
growth driven primarily from increased sales of Epidiolex, Xywav
and Zepzelca;

Adjusted gross margins of approximately 91%-92% and adjusted EBITDA
margins of approximately 42%-44% over the forecast period;

Cash tax rate of approximately 30%-45%;

Working capital changes are assumed generally to be approximately
1% of revenue over the forecast period;

Capital expenditures and other one-time costs assumed to be
approximately 4% of revenues;

Acquisition and share repurchase activity resume in 2023-2025 after
gross leverage reaches 3.5x; no common dividends are assumed;

Cash balances of approximately $250 million-$400 million.

RATING SENSITIVITIES

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

-- Expectation of revenue CAGR over forecast period of 12% or
    higher including royalties for Xyrem;

-- Total debt/EBITDA sustained below 4.0x and CFO -- CapEx/total
    debt with equity credit greater than 10%.

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

-- Loss of Oxybate revenues without offsetting growth in other
    products;

-- A large debt-funded transaction or significant investments in
    IPR&D that causes total debt/EBITDA to be sustained above 4.5x

    and CFO -- CapEx /total debt with equity credit less than 5%.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

Good, steady source of Liquidity: Jazz is expected to show good
liquidity to support its debt service and potential investments in
its business to support its long-term growth strategy. Jazz's
primary sources of liquidity are expected to be CFO and a
five-year, $500 million revolving credit facility. Combined with an
expectation of approximately $250 million-$400 million of cash over
the near term. Fitch believes Jazz will have sufficient resources
to fund operations and to meet required obligations.

Manageable Maturities of Long-Term Debt: Jazz has a modest level of
required principal payments compared to forecast FCF. As a result,
Fitch believes Jazz will have significant flexibility to pay down
its new term loan rapidly and Fitch understands that Jazz has a
target leverage ratio of less than 3.5x on a net basis. Based on
the Fitch forecast of FCF, this target appears to be attainable by
the end of fiscal 2022. As of the end of the first quarter of
fiscal 2022, Jazz has repaid all of its Euro Term Loan borrowed in
connection with the acquisition of GW Pharmaceuticals.

Hybrid Instruments: Fitch has treated two exchangeable notes as
100% debt in its ratio calculations. According to Fitch's Corporate
Hybrid and Rating Criteria, optional convertibles (whether the
option is with the issuer, instrument holder or both) will be
treated as debt in all cases, unless the instrument has other
features as described in the criteria report and which are
conducive to equity credit. This is not the case for the two
exchangeable notes because they have stated maturities and required
interest payments with no deferral features.

ISSUER PROFILE

Jazz Pharmaceuticals plc is a global biopharmaceutical company
dedicated to developing life-changing medicines for people with
serious diseases - often with limited or no therapeutic options.
The company has a diverse portfolio of marketed medicines and novel
product candidates, from early- to late-stage development, in
neuroscience and oncology.

SUMMARY OF FINANCIAL ADJUSTMENTS

Adjustments have been made to add back stock-based compensation,
transaction and integration related expenses, and acquisition
accounting inventory fair value step-up, and operating lease
interest expense (treated as an operating cost) to earnings before
interest, depreciation, amortization and taxes.

ESG CONSIDERATIONS

Jazz Pharmaceuticals Public Limited Company has an ESG Relevance
Score of '4' for Exposure to Social Impacts due to pressure to
contain healthcare spending, a highly sensitive political
environment and social pressure to contain costs or restrict
pricing. The score of '4' has industry-wide relevance for
pharmaceutical companies. This has a negative impact on the credit
profile, and is relevant to the ratings in conjunction with other
factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.


JUBILEE CLO 2015-XV: Moody's Affirms B1 Rating on Class F Notes
---------------------------------------------------------------
Moody's Investors Service has upgraded the ratings on the following
notes issued by Jubilee CLO 2015-XV DAC:

EUR26,000,000 Refinancing Class C Deferrable Mezzanine Floating
Rate Notes due 2028, Upgraded to Aaa (sf); previously on Oct 5,
2021 Upgraded to Aa1 (sf)

EUR23,500,000 Refinancing Class D Deferrable Mezzanine Floating
Rate Notes due 2028, Upgraded to Aa3 (sf); previously on Oct 5,
2021 Upgraded to A2 (sf)

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

EUR252,750,000 (Current outstanding amount EUR29,735,532)
Refinancing Class A Senior Secured Floating Rate Notes due 2028,
Affirmed Aaa (sf); previously on Oct 5, 2021 Affirmed Aaa (sf)

EUR60,250,000 Refinancing Class B Senior Secured Floating Rate
Notes due 2028, Affirmed Aaa (sf); previously on Oct 5, 2021
Affirmed Aaa (sf)

EUR27,000,000 Class E Deferrable Junior Floating Rate Notes due
2028, Affirmed Ba1 (sf); previously on Oct 5, 2021 Affirmed Ba1
(sf)

EUR15,250,000 Class F Deferrable Junior Floating Rate Notes due
2028, Affirmed B1 (sf); previously on Oct 5, 2021 Affirmed B1 (sf)

Jubilee CLO 2015-XV DAC, originally issued in June 2015 and
refinanced in October 2017, is a collateralised loan obligation
(CLO) backed by a portfolio of mostly high-yield senior secured
European loans. The portfolio is managed by Alcentra Limited. The
transaction's reinvestment period ended in July 2019.

RATINGS RATIONALE

The rating upgrades on the Class C and D Notes are primarily a
result of the deleveraging of the Class A Notes following
amortisation of the underlying portfolio since the last rating
action in October 2021.

The affirmations on the ratings on the Class A, B, 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.

The Class A Notes have paid down by approximately EUR101.3 million
(40.1%) since the last rating action in October 2021 and EUR223.0
million (88.2%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased across the capital
structure. According to the trustee report dated March 2022 [1] the
Class A/B, Class C, Class D and Class E OC ratios are reported at
189.0%, 156.5%, 135.4% and 117.3% compared to August 2021 [2]
levels of 157.6%, 138.7%, 125.2% and 112.6%, respectively.

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: EUR202.73m

Defaulted Securities: EUR0.36m

Diversity Score: 32

Weighted Average Rating Factor (WARF): 3111

Weighted Average Life (WAL): 3.07 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.54%

Weighted Average Coupon (WAC): 3.18%

Weighted Average Recovery Rate (WARR): 44.60%

Par haircut in OC tests and interest diversion test: 0.73%

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" published in May 2021. 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:

This transaction is subject to a high level of macroeconomic
uncertainty, which could negatively affect the ratings on the note,
in light of uncertainty about credit conditions in the general
economy. In particular, the length and severity of the economic and
credit shock precipitated by the global coronavirus pandemic will
have a significant impact on the performance of the securities. CLO
notes' performance may also be impacted either positively or
negatively by (1) the manager's investment strategy and behaviour,
and (2) divergence in the legal interpretation of CDO documentation
by different transactional parties because of embedded
ambiguities.

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.


PENTA CLO 11: Fitch Assigns 'B-' Rating on Class F Debt
-------------------------------------------------------
Fitch Ratings has assigned Penta CLO 11 DAC final ratings.

   DEBT                 RATING
   ----                 ------
Penta CLO 11 DAC

A XS2462576633         LT AAAsf     New Rating
B XS2462576716         LT AAsf      New Rating
C XS2462576807         LT Asf       New Rating
D XS2462576989         LT BBB-sf    New Rating
E XS2462577011         LT BB-sf     New Rating
F XS2462577102         LT B-sf      New Rating
Subordinated Notes     LT NRsf      New Rating
XS2462577284

TRANSACTION SUMMARY

Penta CLO 11 DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
were used to fund a portfolio with a target par of EUR400 million.
The portfolio is actively managed by Partners Group. The
collateralised loan obligation (CLO) has a three-year reinvestment
period and an eight-year weighted average life (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 25.5.

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-calculated
weighted average recovery rate (WARR) of the identified portfolio
is 62.9%.

Diversified Asset Portfolio (Positive): The transaction includes
two Fitch matrices: one effective at closing corresponding to a
top-10 obligor concentration limit at 20%, fixed-rate asset limit
at 5% and an eight-year WAL; and one that can be selected by the
manager at any time from one year after closing as long as the
portfolio balance (including defaulted obligations at their
Fitch-calculated collateral value) is above target par and
corresponding to the same limits as the previous matrix, apart from
a seven-year WAL. The transaction also includes various
concentration limits, including 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 has a three-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed-case portfolio with the aim of testing the robustness of
the transaction structure against its covenants and portfolio
guidelines.

Cash Flow Modelling (Positive): 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 passing the
over-collateralisation and Fitch 'CCC' limitation tests. In the
agency's opinion, these conditions 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
would result in downgrades of up to four notches across the
structure.

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:

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings would result in upgrades of
no more than five notches across the structure, apart from the
class A notes, which are already at the highest rating on Fitch's
scale and cannot be upgraded.

Except for the tranche already at the highest 'AAAsf' rating,
upgrades may occur on better-than-expected portfolio credit quality
and deal performance, leading to higher credit enhancement and
excess spread available to cover losses in the remaining
portfolio.

BEST/WORST CASE RATING SCENARIO

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

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

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

DATA ADEQUACY

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.




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

E-MAC PROGRAM III: S&P Puts 'BB' Ratings on C notes on Watch Neg.
-----------------------------------------------------------------
S&P Global Ratings placed its 'BBB+ (sf)' and 'BB (sf)' credit
ratings on E-MAC Program III B.V. Compartment NL 2008-II's class B
and C notes on CreditWatch negative due to the lack of clarity
surrounding the high transaction fees over recent interest payment
dates. The transaction is potentially exposed to the continued
erosion of excess spread should fees increase or remain at elevated
levels on future payments dates.

The transaction continues to experience liquidity stresses, and the
available liquidity facility decreased to EUR1.21 million in April
2022 from EUR1.54 million in January 2021. The high transaction
fees and resultant liquidity drawings have escalated in recent
payment dates. Corporate management expenses, administration fees,
and third-party fees have fluctuated significantly, and S&P has not
been provided with details on these fees following its request to
Intertrust B.V. in their capacity as director of the issuer.

Aside from the high fees, total arrears now stand at 7.95% of the
current pool balance, and the loan pool has reduced to just EUR23.6
million (resulting in a pool factor of 19.7%). Given the notes'
continued sequential paydown, S&P expects further erosion of excess
spread--although the extent of this is uncertain and will depend on
the long-term trajectory of transaction level fees.

S&P said, "We placed our ratings on the class B and C notes on
CreditWatch negative due to the lack of clarity on these fees. When
we stress fees to levels above what the transaction is currently
paying, the ratings currently assigned to these notes are unstable,
particularly for the class C notes. Unless we have further clarity
regarding the transaction level fees, which may persist at an
elevated level, we will make conservative assumptions in our
cashflow analysis when we resolve the negative CreditWatch
placement.

"The 'A+ (sf)' rating on the class A2 notes is robust to our fee
assumptions. After considering the overall lack of clarity
regarding transaction fees, the resultant liquidity drawings, and
the continuing reduction in pool granularity in the existing
rating, we did not place our rating on the class A2 notes on
CreditWatch negative.

"We did not place our 'CCC (sf)' rating on the class D notes on
CreditWatch negative as the current rating is not affected by the
lack of clarity regarding the fees. The assigned 'CCC' rating
reflects our liquidity concerns for this class of notes."

The swap counterparty in the transaction is NatWest Markets PLC.
Based on the combination of the replacement commitment and the
collateral-posting framework, the maximum potential rating
supported by the swap counterparty in this transaction is 'AA-
(sf)'. All other rating-dependent counterparties do not constrain
our ratings on the notes.

E-MAC Program III B.V. Compartment NL 2008-II is a Dutch RMBS
transaction backed by Dutch residential mortgages originated by
CMIS Nederland (previously GMAC-RFC Nederland).




===========
R U S S I A
===========

VTBC ASSET: GFSC Puts Business Into Administration
--------------------------------------------------
Mark Battersby at International Investment reports that the
Guernsey Financial Services Commission (GFSC) has obtained a court
order putting the Russian-owned VTBC Asset Management International
Limited into administration, in the first use of its special powers
under the Financial Services Business (Enforcement Powers)
(Bailiwick of Guernsey) Law 2020.

VTBC AMI is an indirect Guernsey-registered subsidiary of VTB Bank,
which is majority-owned by the Russian state and is on the EU, UK
and US sanctions lists.

The GFSC took this action on April 29, 2022, and the Administration
Management Order came into effect from May 13, 2022.

In its statement, the Commission said it "felt necessary to take
these steps, in these particular circumstances, in order to protect
the interests of investors and the reputation of the Bailiwick as a
financial centre given the ongoing impact of sanctions resulting
from the Russo-Ukrainian war.

"As a result of the application, the Royal Court appointed
Alexander Cameron Adam, Andrew McFarlane Wood and Ian Colin
Wormleighton of Teneo Financial Advisory Limited as the
Administrators of the Company."




===========
S E R B I A
===========

GENERALEXPORT: Serbia Fails to Sell Assets for Second Time
----------------------------------------------------------
Branislav Urosevic at SeeNews reports that Serbia failed for the
second time to sell assets of bankrupt holding company
Generalexport.

The auction failed as no interested buyers showed up, local
business portal eKapija quoted Serbia's Deposit Insurance Agency as
saying in a statement on May 23, SeeNews relates.

According to SeeNews, the assets were put up for sale on April 21
at a starting price of RSD2.09 billion (US$19.03 million/EUR17.76
million).

They included the bankrupt company's office component of the Genex
Tower building in Belgrade, with an aggregate area of approximately
16,400 sq m, as well as office equipment, SeeNews relays, citing an
earlier statement by the agency.

Generalexport was declared bankrupt in 2015, SeeNews recounts.


INTER KOP: Serbia Puts Assets Up for Sale for RSD138.7 Million
--------------------------------------------------------------
Branislav Urosevic at SeeNews reports that Serbia's Bankruptcy
Supervision Agency said it is offering for sale assets of bankrupt
construction company Inter Kop for RSD138.7 million (EUR1.18
million/US$1.26 million).

According to SeeNews, the agency said in a statement on May 23 the
assets include two quarries, along with buildings, equipment, and
crushed stone aggregate supply.

The quarries are located near the villages of Volujac and Zablace,
in western Serbia, with the starting prices set at RSD83.1 million
and RSD55.7 million, respectively, SeeNews discloses.

The call for bids will expire on June 24, SeeNews states.




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

LOARRE INVESTMENTS: Moody's Assigns Ba3 Rating to 2 Tranches
------------------------------------------------------------
Moody's Investors Service has assigned definitive ratings to senior
secured notes issued by Loarre Investments S.a r.l. ("Loarre" or
"the issuer"):

EUR500,000,000 6.500% Senior Secured Notes due 2029, Definitive
Rating Assigned Ba3

EUR350,000,000 Senior Secured Floating Rate Notes due 2029,
Assigned Ba3

The notes are backed primarily by revenues from 8.2% of
audio-visual rights ("AV rights") commercialized by La Liga
Nacional de Futbol Profesional ("LaLiga", not rated) in respect of
matches of the first- and second-tier league ("Primera Division"
and "Segunda Division") competitions of Spanish professional
football. In addition, the notes are backed by revenues from
additional activities ("non-AV activities") such as sponsorships
and licences, infrastructural maintenance and technological
solutions.

The issuer, which is fully owned by entities controlled by CVC
Capital Partners ("CVC" or "the sponsor", not rated), acquires the
entitlement to approximately 8.2% of LaLiga's AV rights and non-AV
activities, through an investment of EUR1.99bn (the "investment"),
to fund the development of the participating clubs and to increase
the value of LaLiga's business in general. The issuer is a private
limited liability company (societe a responsabilite limitee)
incorporated and domiciled in Luxembourg.

RATINGS RATIONALE

The definitive ratings of the notes is based on: (1) Moody's
assessment of LaLiga's credit quality as a standalone entity, (2)
the issuer's estimated initial and covenanted debt leverage ratios,
and (3) the credit strengths and challenges of the transaction as
described below.

LaLiga was founded in 1984 as a private law non-profit organisation
representing the Primera División and Segunda División leagues in
Spanish professional football, with a total of 42 member clubs.
LaLiga's main responsibilities are to organize and promote
professional official football competitions, to commercially
exploit the competitions and to commercialize the AV rights of the
professional football competitions. The commercialization of AV
rights for the professional football competitions is regulated by
the Royal Decree 5/2015 of the Ministry of Education, Culture and
Sports of the Government of Spain.

Loarre entered into agreements to invest in LaLiga's activities in
the context of "LaLiga Impulso", a plan for the future development
of LaLiga's competitions and the participating clubs. The
Investment comprises:

(1) EUR1,929.4mn investment through a silent partnership agreement
("SPSA") with LaLiga, pursuant to which Loarre acquired an
entitlement to approximately 8.2% of LaLiga's AV rights until year
2071. LaLiga will on-lend most of this investment amount to the
participating clubs for investing in digital and commercial
capabilities, infrastructure and the fan experience, and to repay
debt and fund player expenses such as transfer fees and wages.

(2) EUR64.8mn purchase of a 8.2% capital participation in LaLiga
Group International, S.L. ("LGISL"), which is jointly owned with
LaLiga (which owns the remaining 91.8%), and will provide certain
business management and consulting services to LaLiga. The
dividends entitlement pursuant to this capital participation in
LGISL entitles Loarre to revenues from LaLiga's non-AV activities.

The EUR850m notes issuance will provide a portion of the total
Investment, while the remaining EUR1.2bn will be funded through an
equity commitment letter between the sponsor and the issuer.

Loarre will disburse the investment to LaLiga in instalments, with
around EUR633mn having been disbursed to date. The remaining
EUR1.3bn disbursements will be made between June 2022 and June
2024, i.e., after the issuance of the notes.

Loarre's main asset is its entitlement to revenues from LaLiga's
activities, consequently the notes benefit from several of LaLiga's
credit strengths, which include:

(1) Robust market position in Spain with virtually no national
competitors, as LaLiga has exclusive rights to commercialize the AV
rights of matches of the Primera Division and Segunda División
leagues, which are the top Spanish professional football
competitions, and rank among the top within the global sports
entertainment market.

(2) Strong and predictable revenue stream, based on broadcasting
revenues secured by long-term contracts (3-5 years long).

(3) Strong financial control as well as disciplinary powers on
LaLiga's member clubs, including controls on debt limits for
individual clubs, salary caps on football players, and the right to
set off unpaid debts of clubs against the AV rights owed to them.

Conversely, the notes are also exposed to credit challenges of
LaLiga, such as:

(1) LaLiga's currently strong governance may become more difficult
to manage in the future, in the context of a complex transaction
that also sparked some division between some of the larger clubs
and the smaller ones, given three of the largest member clubs did
not participate in Loarre's Investment and issued legal actions
against it.

(2) Reduced demand for LaLiga if the European Super League
(proposed in 2021 as a closed competition for only 12 of the
world's top football clubs) or similar competitive format
reactivates, which could lead to reduced interest in LaLiga and
therefore to a reduction in the value of the AV rights.

(3) LaLiga relies heavily on Movistar (Telefonica S.A., Baa3
stable) as its main broadcasting counterparty; it currently
represents around 90% of domestic rights revenues and 61% of total
broadcasting revenues. The agreement with Movistar was renewed in
December 2021 for the next five seasons, starting in the 2022/2023
season.

Furthermore, the nature of the investment and the terms of the
transaction documents expose the notes to additional credit risks:

(1) The issuer is much more leveraged than LaLiga: Loarre's debt
load (most of it consisting of the notes) is several times higher
than LaLiga's, however Loarre's debt is backed by only a small
fraction of LaLiga's revenues. Thus, Loarre's debt equals around 6
times its current estimated annual operating revenues, in contrast
to only about 4% of revenues for LaLiga as a standalone entity.

(2) Refinancing risk: The structure does not provide a mechanism to
repay the notes' principal at maturity from the issuer's cashflows.
Neither are there any early amortisation or cash trap features to
address financial deterioration during the life of the transaction.
As such, the structure is entirely reliant on the ability to
refinance at maturity, exposing the notes to the risk of reduced
liquidity and interest rates increases and therefore negatively
impacting the value of the issuer's entitlement to LaLiga's
revenues at the time of refinancing.

(3) The issuer is not completely bankruptcy-remote: Under the
equity commitment letter CVC is still required to disburse around
EUR1.3bn of the remaining Investment between June 2022 and June
2024, with the failure to do so entitling LaLiga to claim damages
under the SPSA. In addition, there is no requirement that all
material agreements entered into by the issuer should contain
limited recourse/non-petition language.

(4) Termination of the SPSA: Under certain scenarios the SPSA may
be terminated, which would trigger an unwinding of the transaction,
without the requirement of having sufficient proceeds to fully
repay the notes.

(5) While Moody's understands that the issuer does not expect to
diversify its investment portfolio in the short to medium term, the
transaction documents allow the issuer to invest in other sports
industry businesses that may be not related to LaLiga's
activities.

The fact that CVC holds several roles in Loarre's transaction,
including that of the Issuer's owner and the equity investor, may
weaken the transaction's governance due to weaker checks and
balances as compared to a typical structured finance setup, which
in addition may introduce misalignment of interests in the
transaction, whereby the issuer might agree to actions to benefit
the equity holders that could be detrimental to Noteholders.
Moody's regard this as a governance risk under Moody's ESG
framework.

PRINCIPAL METHODOLOGY

The methodologies used in these ratings were "Operating Company
Securitizations Methodology" published in April 2020.

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

Factors that could lead to an upgrade of the ratings include: (1)
an improvement of LaLiga's credit quality, and (2) a significant
improvement in the value of LaLiga's AV rights and non-AV
activities and/or significant reduction of Loarre's leverage
ratios.

Factors that could lead to a downgrade of the ratings include: (1)
a deterioration of LaLiga's credit quality, (2) a significant
deterioration in the value of LaLiga's AV rights and non-AV
activities and/or significant increase of Loarre's leverage ratios,
and (3) any material change of terms deemed detrimental to the
notes, in particular the investment in other businesses with lower
credit quality that those related to LaLiga's activities.




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

GABLE INSURANCE: Few Inns Sues Broker for GBP3MM Over Insolvency
----------------------------------------------------------------
Ronan Barnard at Law360 reports that a pub company has sued its
insurance broker for GBP3 million (US$3.8 million) for allegedly
failing to do its due diligence on an insurer that went into
liquidation without paying the bar's GBP2 million fire claim.

Few Inns Ltd. launched a negligence suit against Towergate
Underwriting Group Ltd., saying the broker did not fulfill its
duties when it placed the company with the insurer Gable Insurance
AG, according to its particular of claim filed with the High Court,
Law360 relates.

                     Bankruptcy Proceedings

By order of the Princely Court of Justice dated Nov 17, 2016,
bankruptcy proceedings were opened on the assets of Gable Insurance
AG, Bergstrasse 10, 9490 Vaduz (registration no.:
FL-0002.161.375-6).

The law firm of BATLINER WANGER BATLINER Rechtsanwaelte AG, Am
Schraegen Weg 2, 9490 Vaduz, was appointed as the trustee in
bankruptcy.  

Gable Insurance AG (Gable) is a Liechtenstein incorporated company
subject to prudential supervision by the Financial Market Authority
(FMA).




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

DRAX GROUP: Fitch Affirms 'BB+' LongTerm Issuer Default Rating
--------------------------------------------------------------
Fitch Ratings has affirmed Drax Group Holdings Limited's (Drax)
Long-Term Issuer Default Rating (IDR) at 'BB+' with a Stable
Outlook and Drax Finco p.l.c's senior secured notes at 'BBB-/RR2'.


The affirmation is supported by Drax's strong earnings visibility,
which is underpinned by substantial regulatory support and an
existing hedging policy. The action also reflects Fitch's
expectations of deleveraging to 2025, partially driven by high
electricity prices, which could create rating headroom.

However, long-term risks remain as the company's renewable
subsidies schemes end in 2027. This implies that beyond 2027, Drax
remains highly dependent on continued biomass cost reduction.
Possible provision of regulatory support from the UK for bioenergy
carbon capture and storage (BECCS) technology would improve
long-term visibility.

KEY RATING DRIVERS

Revenue Predictability: Drax's exposure to electricity price
volatility is reduced chiefly by the support schemes for its
biomass units (around 70% of projected EBITDA based on normalised
prices at around GBP85/MWh). Near-term visibility is bolstered by a
hedging policy on power of around two years forward for three
renewable obligation (RO)-supported biomass units. Drax also holds
contracts for difference (CfDs) with UK baseload power prices on
another biomass unit. However, these renewable subsidies schemes
supporting Drax's biomass generation expire in 2027.

Upside from High Market Prices: Despite the stable earnings
obtained through their strong hedging policy, Fitch expects Drax to
benefit from the current high market-price environment. The
majority of RO-supported biomass units have production hedged for
around two years forward, and contracted RO certificate (ROC)
prices benefit from current market dynamics. This leads to higher
hedged prices for the next two years. Fitch also expects the
company to increase output at the RO units while lowering it at its
CfD unit, as they optimise biomass generation in 2022 to support
increased generation at times of high demand, implying a benefit
from higher prices.

Deleveraging Expectations: Drax's FFO net leverage in 2021 was 3.9x
(exceeding the negative rating sensitivity by 1.1x) as a result of
a planned CfD unit outage, the absorption of debt from its Pinnacle
acquisition and a drawdown of remaining committed term loan
facilities. However, Fitch expects to see a deleveraging trend to
an average FFO net leverage of 2.2x in 2022-2025, supported by
higher expected earnings resulting from higher contracted ROC
prices.

Fitch also expects Drax's expansion in pellet production and
continued reduction in biomass costs to contribute to the
deleveraging trend. The deleveraging is in line with the company's
target to reduce leverage to below 2x net debt/adjusted EBITDA.

Coal Closure Increases Biomass Dominance: Drax expects to end coal
generation in September 2022, once capacity-market obligations are
satisfied, and despite ongoing discussions with the government to
remain available to enhance the security of supply. This implies
that around 80% of the company's capacity would be from biomass
assets, with the rest from hydro. Although this limits
diversification, the generation portfolio continues to offer a full
spectrum of system-support services from its flexible and
dispatchable sources, a benefit in a market evolving towards a
higher share of renewable sources.

Evolving Generation Portfolio: In January 2021, Drax disposed of
their CCGT generation assets. However, it also holds a capacity
market agreement to develop three open cycle gas turbine (OCGT)
plants, for which development agreements have been signed.
Production from these plants is expected to start in 2024. However,
Drax is still evaluating options for these developments, including
a potential sale, in which any capex spent would be recovered.
Therefore, Fitch does not expect this to have a negative impact on
the rating as Fitch expects Drax to maintain its commitment to
low-carbon generation and to its financial policy.

Biomass Cost Reduction: Drax targets a further reduction in biomass
costs to USD100/ton by 2027, after having cut them to USD143/ton in
2021, due to capacity expansion resulting from the acquisition of
Pinnacle. It also holds long-term biomass supply contracts
(typically over three years), together with a rolling five-year
currency hedge on the contracts, which allows them to maintain
lower biomass costs. Nevertheless, its reliance on biomass
increases the risks of operational challenges such as extreme
weather conditions that can negatively affect their production.

In 2021, wildfires in Canada disrupted the supply chain for some
pellet production plants. However, this only had a limited impact
on Drax's operations due to a diversified supply chain of biomass.

Long-Term Threats: As renewable subsidies schemes expire in 2027,
Drax plans to offset this risk through lower biomass cost and
investment opportunities in BECCS technology. However, some
uncertainty remains since the UK government has yet to outline a
selection process and a support scheme for individual BECCS
projects in 2022 which could include Drax, in Fitch's view.

DERIVATION SUMMARY

Drax has substantially stronger credit metrics, a more conservative
financial policy and a size advantage over Energia Group Limited
(BB-/ Stable). Fitch estimates average FFO net leverage of 2.2x at
Drax compared with 4.1x at Energia for 2022-2026. Drax also has
substantially stronger credit metrics than SSE plc (BBB/Stable),
but this is largely offset by the latter's presence in regulated
grids at 41% of EBITDA and widely diversified earnings as the
broadest-based energy company in the UK.

ERG S.p.A. (BBB-/Stable) has a higher rating than Drax,
notwithstanding its higher leverage, due mainly to its larger size,
a cleaner asset base and a slightly higher weight of regulated and
quasi-regulated activities. Meanwhile, Alperia SpA (BBB/Stable) has
a higher debt capacity than Drax, relative to its rating due to
effective business integration, some contribution from purely
regulated activities (distribution: 16%), an incumbent position in
its reference area and a supportive shareholder.

KEY ASSUMPTIONS

-- Normalised power price on average at GBP85/MWh in 2023-2025
    for uncontracted RO-unit volumes inferred from forwards;

-- Discount of 2% to power prices for contracted ROC volumes as
    at April 2022;

-- UK RPI at 4.4% in 2022, 5.9% in 2023, 3.7% in 2024 and 3.2% in

    2025;

-- UK CPI at 2.9% in 2022, 4.2% in 2023, 2.4% in 2024 and 2% in
    2025;

-Capacity market and ancillary services revenue as per management's
guidance;

-- Closure of coal units in 2022;

-- Average EBITDA growth of 18% in pellet production business by
    2025;

-- Capex and working-capital flows in line with management's
    projections;

-- Full refinancing of all maturing debt at a higher interest
    cost.

RATING SENSITIVITIES

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

-- Sustainably high share of contracted or quasi-regulated
    EBITDA, at least in line with the currently expected level of
    around 70% at normalised electricity prices, and with tangible

    progress towards long-term supported or commercially viable
    BECCS;

-- FFO net leverage sustainably below 1.8x.

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

-- FFO net leverage sustainably above 2.8x, for example, due to a

    major debt-funded acquisition;

-- A change to the regulatory framework with a material negative
    impact on profitability and cash flow;

-- A significantly lower share of EBITDA that is contracted or
    quasi-regulated, and failure to adapt the business profile
    ahead of the expiry of biomass CfDs in March 2027.

BEST/WORST CASE RATING SCENARIO

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

LIQUIDITY AND DEBT STRUCTURE

As at March 2022, Drax had cash and cash equivalents of GBP330
million with access to a total committed amount of GBP306 million
in revolver maturing in 2024, of which GBP248 million was
available. Fitch expects Drax to be negative in free cash flow due
to high capex. Next debt repayment is GBP40.6 million in 2022,
after which Fitch expects the company to have enough liquidity to
cover debt maturities until 2024.

ISSUER PROFILE

Drax operates an integrated value chain across electricity
generation, energy supply to business customers in the UK and wood
pellet production in north America.

ESG CONSIDERATIONS

Drax has an ESG Relevance Score of '4' for energy and fuel
management. This reflects supply risk for its sizable biomass
generation business and the long and logistically complex
environmental impact of the biomass supply chain from globally on
the UK, potentially affecting capacity utilisation and cash flows.
This has a negative impact on the credit profile and is relevant to
the rating in conjunction with other factors.

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.

Rating Actions

Drax Corporate Limited

  super senior          LT      BBB-    Affirmed RR1    BBB-
Drax Finco Plc

  senior secured        LT      BBB-    Affirmed RR2    BBB-

Drax Group Holdings
Limited                 LT IDR  BB+     Affirmed        BB+

  senior secured        LT      BBB-    Affirmed RR2   BBB-

  super senior          LT      BBB-    Affirmed RR1  BBB-


ITE UK: Put Into Voluntary Liquidation, Assets Put Up for Sale
--------------------------------------------------------------
Cooling Post reports that Belgian tools supplier ITE has closed its
UK office, putting the business into voluntary liquidation.

Incorporated in 1989 and based in Thatcham, ITE (UK) Ltd was placed
into liquidation on May 16 following a meeting at the Newbury
offices of insolvency practitioners Harveys, concluding that "the
company cannot by reason of its liabilities continue its business",
Cooling Post relates.

The assets of the UK business are being sold at auction by
auctioneers Gilbert Baitson, Cooling Post discloses.  Under the
hammer are over 400 lots, including service parts and tools stock
as well as a Vauxhall Insignia Estate car, forklift, access steps,
pallet trucks, computer printers and monitors, a laptop, packing
equipment and office furniture, Cooling Post states.

ITE NV has its head office in the East Flanders city of
Sint-Niklaas.  It also operates a branch office in Germany.


LIVERPOOL MARKETS: Owes Liverpool City Council GBP3.46 Million
--------------------------------------------------------------
Tom Duffy at Liverpool Echo reports that Liverpool Markets Limited,
a collapsed company that ran markets for Liverpool City Council,
owes millions of pounds to the local authority.

LML, which managed the council's markets across the city, entered
into liquidation in May 2019, Liverpool Echo relates.  According to
Liverpool Echo, a report by liquidators FRP Advisory Limited LLP
has now revealed LML owes the council GBP3,469,896.

Information on Companies House records the company was formed in
2003 and Liverpool council took control of the company in 2016,
buying all the shares, Liverpool Echo recounts.  The accounts from
December 2015 showed a deficit of GBP965,330, Liverpool Echo
states.

This deficit increased to GBP2,398,077 in March 2017, Liverpool
Echo notes.  The latest figures posted earlier this month show that
LML owes the council GBP3,469,896.00, Liverpool Echo discloses.

According to Liverpool Echo, Colin Laphan, Chair of Liverpool
Markets Traders Association, said that he did not understand how
the debt had increased to such levels prior to the lockdown
period.

"The spectacular collapse of the Liverpool Markets Company is one
of the reasons that the council is having a review conducted of our
remaining Local Authority Companies," Liverpool Echo quotes Richard
Kemp, leader of Liverpool's Liberal Democrats, as saying.

"The GBP3 million loss is just part of a much larger sum which I
believe to have been absorbed as a cost by the council because of
the failings of the council to adequately control its own affairs.

"When certain politicians complained about cuts from the government
they conveniently forgot to mention the cuts that we were being
made to pay for the incompetence of their own council.

"The council has just completed a review of our markets function
and the Liberal Democrat group made many suggestions about how the
markets function could lead to more businesses for local companies
and better use of some of our facilities like parks.

"We await the report which will flow from this and will seek to
implement measures quickly so that the markets don't make a loss
but a positive contribution both to the economy of our city and the
coffers of the council."


LUDGATE FUNDING 2007-FF1: S&P Raises Cl. E Notes Rating to BB+
--------------------------------------------------------------
S&P Global Ratings raised its credit ratings on Ludgate Funding
PLC's series 2006-FF1 class C, D, and E notes, series 2007-FF1
class Cb, Da, Db, and E notes, and series 2008-W1 class Cb and D
notes. At the same time, S&P affirmed its ratings on the series
2006-FF1 class A2, A2b, Ba, and Bb notes, on the series 2007-FF1
class A2a, A2b, Ma, Mb, and Bb notes, and the series 2008-W1 class
A1, A2b, Bb, and E notes.

In these transactions, our ratings address timely receipt of
interest and ultimate repayment of principal for all classes of
notes. The notes are amortizing pro rata for series 2006-FF1 and
2008-W1. They are currently amortizing sequentially for series
2007-FF1 due to a drawdown on the reserve fund reported in January
2022, which S&P understands to be operational in nature and not
performance-related.

S&P said, "Collateral performance is generally stable to positive
since our previous reviews. Although total arrears decreased for
all three transactions, we see contrasted results with arrears over
90 days increasing for series 2007-FF1 and 2008-W1 and decreasing
for 2006-FF1.

"However, our credit results have improved for all three
transactions, in particular on our WALS measurement which benefits
from lower overvaluation of property values. As a result, most
junior notes benefit from passing at higher stress levels. These
classes of notes therefore have credit enhancement that is
commensurate with higher ratings than those currently assigned. We
therefore raised our ratings on these classes of notes."

  WAFF And WALS Levels

  RATING LEVEL      WAFF (%)     WALS (%)

  LUDGATE SERIES 2006-FF1

  AAA               16.10        32.63
  AA                11.43        24.88
  A                  8.99        12.93
  BBB                6.60         7.14
  BB                 3.97         3.97
  B                  3.38         2.00

  LUDGATE SERIES 2007-FF1

  AAA               19.14        39.80
  AA                13.76        32.19
  A                 10.87        20.04
  BBB                8.07        13.10
  BB                 5.11         8.77
  B                  4.45         5.32

  LUDGATE SERIES 2008-W1

  AAA               20.27        44.26
  AA                14.40        36.89
  A                 11.34        24.98
  BBB                8.41        17.86
  BB                 5.33        12.89
  B                  4.63         8.82

The notes in all three transactions benefit from a liquidity
facility and a reserve fund, none of which is amortizing as the
respective cumulative loss triggers have been breached. In
addition, series 2006-FF1 and 2008-W1 are paying pro rata, enabling
the principal payment of all classes, while series 2007-FF1 has
been paying sequentially since January 2022 and should resume
paying pro rata once the reserve fund is at target.

For each of the three transactions, our conclusions on operational,
legal, and counterparty risk analysis remain unchanged since our
previous full reviews. S&P said, "The liquidity facility and bank
account provider (Barclays Bank PLC; A/Positive/A-1) breached the
'A-1+' downgrade trigger specified in the transaction documents,
following our lowering of its long- and short-term ratings in
November 2011. Because no remedial actions were taken following our
November 2011 downgrade, our current counterparty criteria cap the
maximum potential rating on the notes in these transactions at our
'A' long-term issuer credit rating (ICR) on Barclays Bank."

S&P said, "Our cash flow analysis indicates that, for all classes
currently rated 'A (sf)', the available credit enhancement is
commensurate with higher ratings than those currently assigned.
However, given the ratings on all the notes are capped at the
long-term ICR on Barclays Bank, we affirmed our 'A (sf)' ratings on
these classes of notes.

"We also affirmed our 'B- (sf)' rating on the series 2008-W1 class
E notes. Our credit and cash flow analysis indicates that the
available credit enhancement for these notes is commensurate with
the currently assigned rating. The reserve fund is fully funded and
prepayments are low. Therefore, we do not expect the issuer to be
dependent upon favorable business, financial, and economic
conditions to meet its financial commitment on the notes.

"In addition, we upgraded the series 2006-FF1 class C notes, series
2007-FF1 class Cb notes, and series 2008-W1 class Cb notes to 'A
(sf)', as these notes can sustain a higher level of stress compared
with the ratings currently assigned, although the ratings are
capped at 'A (sf)' for the same reasons as for the senior classes
of notes.

"Our cash flow analysis also shows that the series 2006-FF1 class D
and E notes, series 2007-FF1 class Da, Db, and E notes, and series
2008-W1 class Cb and D notes can sustain a higher level of stress
compared with the ratings currently assigned.

"In our analysis, we considered the improved cash flow results and
that credit enhancement has generally increased for the junior
notes. However, we also considered the relatively high arrears,
tail risk in the transactions due to relatively low pool factors,
the high percentage of interest-only loans, and macroeconomic
uncertainties including the increased cost of living expenses. As a
result, we did not raise our ratings on these classes of notes in
line with our cash flow results."

Ludgate Funding series 2006-FF1, series 2007-FF1, and series
2008-W1 are U.K. RMBS transactions, which securitize pools of
nonconforming loans secured on first-ranking U.K. mortgages.

  Ratings List

  CLASS     RATING TO    RATING FROM

  Ludgate Funding PLC (Series 2006-FF1)

  A2a       A (sf)       A (sf)
  A2b       A (sf)       A (sf)
  Ba        A (sf)       A (sf)
  Bb        A (sf)       A (sf)
  C         A (sf)       BBB+ (sf)
  D         A- (sf)      BB+ (sf)
  E         BBB (sf)     B+ (sf)

  Ludgate Funding PLC (Series 2007-FF1)

  A2a       A (sf)       A (sf)
  A2b       A (sf)       A (sf)
  Ma        A (sf)       A (sf)
  Mb        A (sf)       A (sf)
  Bb        A (sf)       A (sf)
  Cb        A (sf)       BBB+ (sf)
  Da        A- (sf)      BB+ (sf)
  Db        A- (sf)      BB+ (sf)
  E         BB+ (sf)     B (sf)

  Ludgate Funding PLC (Series 2008-W1)

  A1        A (sf)       A (sf)
  A2b       A (sf)       A (sf)
  Bb        A (sf)       A (sf)
  Cb        A (sf)       BBB+ (sf)
  D         BBB+ (sf)    BB+ (sf)
  E         B- (sf)      B- (sf)


PREFERRED RESIDENTIAL 05-2: S&P Assigns 'B-' Rating E1c Notes
-------------------------------------------------------------
S&P Global Ratings affirmed its 'A (sf)' credit ratings on
Preferred Residential Securities 05-2 PLC's class B1a, B1c, C1a,
and C1c notes. S&P also affirmed its 'BB (sf)' and 'B- (sf)'
ratings on the class D1c notes and E1c notes, respectively.

The affirmations follow S&P's credit and cash flow analysis of the
transaction. Given the low pool factor, the transaction currently
has limited excess spread. Therefore, the higher fees relating to
the LIBOR transition has led to a draw on the reserve fund to pay
interest due on the class E1c notes.

Overall, the transaction's credit performance is stable and credit
enhancement has increased for all outstanding notes following
sequential amortization and a non-amortizing reserve fund. There is
a liquidity facility in the transaction to cover interest
shortfalls if the reserve fund was to fully deplete.

  Credit Analysis Results

  RATING LEVEL    WAFF (%)   WALS (%)

  AAA             54.57      18.00
  AA              50.27      10.57
  A               47.24       2.86
  BBB             43.36       2.00
  BB              38.58       2.00
  B               37.51       2.00

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

S&P said, "The class B1a, B1c, C1a, and C1c notes pass our stresses
at higher rating levels than those currently assigned. However, our
ratings on these classes of notes are capped at our 'A' long-term
issuer credit rating on the bank accounts provider, Barclays Bank
PLC, following its short-term rating falling below the documented
replacement trigger and its failure to take the expected remedy
action. We therefore affirmed our 'A (sf)' ratings on these classes
of notes.

"In our cash flow analysis, the cash flow output for the class D1c
notes is extremely sensitive to the increased fixed fees
assumption. However, we expect fixed fees to decrease over 2022 as
the LIBOR transition is completed. Therefore, we affirmed our
rating at 'BB (sf)' on this class of notes.

"We also affirmed our 'B- (sf)' rating on the class E1c notes
because we do not consider this class of notes to be currently
vulnerable and dependent upon favorable business, financial, and
economic conditions to pay timely interest and ultimate principal.
In our cash flow analysis, the notes did not pass our 'B' rating
level cash flow stresses in several cash flow scenarios. Therefore,
we applied our 'CCC' ratings criteria, to assess if either a 'B-'
rating or a rating in the 'CCC' category would be appropriate. We
performed a qualitative assessment of the key variables, together
with an analysis of performance and market data, and we do not
consider repayment of this class of notes to be dependent upon
favorable business, financial, and economic conditions. The credit
enhancement is increasing due to the sequential amortization and
the non-amortizing reserve fund. Furthermore, we do not expect this
class of notes to experience interest shortfalls in the short term
because a considerable liquidity facility would also be available
to cover potential interest shortfalls if the reserve fund were to
deplete. We therefore believe that the class E1c notes will be able
to pay timely interest and ultimate principal in a steady-state
scenario commensurate with a 'B-' stress in accordance with our
'CCC' ratings criteria."

Preferred Residential Securities 05-2 is a U.K. nonconforming RMBS
transaction originated by Preferred Mortgages Ltd.


SPIRIT ISSUER: Fitch Affirms 'BB' Rating on Notes
-------------------------------------------------
Fitch Ratings has affirmed Spirit Issuer plc's notes at 'BB'. The
Outlook is Stable.

   DEBT                           RATING                   PRIOR
   ----                           ------                   -----
Spirit Issuer plc

Spirit Issuer plc/Debt/1 LT      LT BB      Affirmed       BB

RATING RATIONALE

The 'BB' rating reflects the quality of the estate, the robust debt
structure, benefiting from the standard whole business
securitisation (WBS) legal and structural features, and a
comprehensive covenant package. The Fitch rating case (FRC)
lease-adjusted projected free cash flow (FCF) debt service coverage
(DSCRs) to final maturity averages 2.6x. However, Fitch notes a
sustained period of around 1.3x coverage from 2029 when
amortisation starts.

Spirit has made a better-than-expected recovery from the impact of
Covid-19. Fitch still assumes the 2020 shock will be progressively
recovered by the end of 2023.

KEY RATING DRIVERS

Sector Recovery Continues - Industry Profile: Midrange

The Covid-19 pandemic and its related containment measures have had
a material impact on the UK's pub sector. Restrictions have
gradually been lifted and trade volumes are recovering, although
some uncertainties remain. The recovery started in 2021 and Fitch
expects the sector to be fully recovered by the end of 2023.

The pub sector in the UK has a long history and is deeply rooted in
the UK's culture. However, in recent years (pre-pandemic), pub
assets have shown significant weakness. The sector is highly
exposed to discretionary spending, strong competition (including
from the off-trade), and other macro factors such as a generally
inflationary environment impacting wages, utility costs and food
and drink costs. For bigger pub groups, Fitch considers price risk
limited but volume risk high.

In terms of barriers to entry, licensing laws and regulations are
moderately stringent, and managed pubs and tenanted pubs (i.e.
non-full repairing and insuring) are fairly capital-intensive.
However, switching costs are generally viewed as low, even though
there may be some positive brand and captive market effects. In
terms of sustainability, Fitch expects the strong pub culture in
the UK to persist, leading people back to pubs, despite the
potentially unfavourable economic situation caused by Brexit and
Covid-19.

Sub-KRDs - Operating Environment: Weaker, Barriers to Entry:
Midrange, Sustainability: Midrange

Hybrid Managed/Tenanted Model: Company Profile - Midrange

Branded pubs represent a significant portion of total securitised
pubs. Spirit has limited pricing influence but it is a fairly large
operator within the pub sector. Its acquisition by Greene King in
2015 supports further economies of scale. Fitch views the change in
strategy positively, given that the food-led approach has generally
led to revenue growth, although increased competition in the
eating-out sector could put pressure on sales performance. High
inflation is having an impact on Spirit. However, Fitch expects it
will be able to pass through some of the cost increase to customers
and limit the impact on margins.

The more transparent managed business (self-operated) represents
around 66% of the securitised group by EBITDA in 2021.
Historically, management has demonstrated some ability to adapt to
industry changes with the extensive rollout of branding and
food-led offers to mitigate the declining performance of the
tenanted model. Operator replacement is not straightforward but
would be possible within a reasonable period of time (several
alternative operators are available). Centralised management of the
managed and tenanted estates and common supply contracts result in
close operational ties between both estates.

Fitch views the pubs as well-maintained following the completion of
a conversion programme of the managed estate in 2017. Assets are
also well-located (with a significant portion in London and the
south-east).

The secondary market is fairly liquid. However, following the
parent's strategy of pub assets optimisation, Fitch does not expect
significant pub disposals in the near future.

Sub-KRDs: Financial Performance: Midrange, Company Operations:
Midrange, Transparency: Midrange, Dependence on Operator: Midrange,
Asset Quality: Midrange

Uneven Debt Profile, Ongoing Technical Default: Debt Structure -
Midrange

Following the prepayment of the class A4 and A2 notes in June 2019
and March 2020, the debt profile is uneven, meaning it is not very
well aligned with the industry risk profile, given the back-ended
principal repayment. The class A5 notes are the only remaining
outstanding notes. They are currently interest-only with a fixed
rate until December 2028, when they switch to floating rate and
start to pay principal.

Fitch views the security package as 'stronger' with comprehensive
first ranking fixed and floating charges over the issuer's assets
and ultimately over all of the operating assets. All standard WBS
legal and structural features are present, and the covenant package
is comprehensive. The financial covenant level is fairly high (with
the DSCR at 1.3x) and the restricted payment condition, calculated
using synthetic debt service, is set at 1.45x DSCR. The structure
also includes step-up amounts, which are subordinated to the
payments on the notes and the ratings do not address the payment of
these amounts.

The liquidity facility reduces in line with principal, covering
more than 36 months of debt service given the current interest-only
stage.

Sub-KRDs: Debt Profile: Midrange, Security Package: Stronger,
Structural Features: Stronger

In 1Q21, pubs in the UK were closed, with a gradual reopening from
April 2021. Spirit's sales started to improve strongly over the
summer, which indicates that Covid-19 is a temporary impairment of
the credit profile. This reflects Fitch's view that demand levels
within the pub sector will return to pre-pandemic levels by 2023.

Increasing inflation in 2021 and 2022 continues to put pressure on
consumers' net disposable incomes and could lead to reduced
consumption in pubs. Inflation also impacts Spirit directly as the
company is exposed to increasing pressure on wages, utility costs
as well as food and drinks costs, despite some short-term
protections.

Under the FRC Fitch assumes a recovery in profitability to
pre-pandemic level in 2023. For the longer term, Fitch forecasts
that FCF will contract between 2023 and 2033, reflecting the cost
pressures as well as changing consumer habits affecting the pubs
industry. The UK's pub culture helps the sector to withstand the
challenges of consumers' reduced discretionary spending, strong
competition within the industry and inflationary cost pressures.

Fitch will continue to monitor the developments in the sector, and
will revise the FRC if Spirit's operating environment substantially
changes.

The FCF DSCRs under Fitch's current FRC for the class A5 notes is
at 2.6x on average but with several years around 1.3x.

PEER GROUP

Spirit's closest peers are hybrid or managed pubco securitisations
of Greene King, Marston's and Mitchells & Butlers. The
transaction's EBITDA generated by managed pubs is around 66%, which
is close to Greene King's 71% and higher than Marston's, but below
M&B, which is 100% managed pubs.

Spirit's rating metrics are stronger than closest peers on average,
mainly driven by interest-only payments at present. However, Spirit
has a low-coverage period at around 1.3x for several years.

RATING SENSITIVITIES

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

-- Projected FCF DSCRs substantially below 1.3x during the
    amortisation period.

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

-- Positive rating action is unlikely until Spirit is able to
    solve the covenant breach status.

BEST/WORST CASE RATING SCENARIO

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

TRANSACTION SUMMARY

The transaction is a securitisation of both managed and tenanted
pubs operated by Greene King, comprising 300 managed pubs and 217
tenanted pubs as at January 2022.

CREDIT UPDATE

Restrictions on gatherings and trading have now been fully lifted.
However, 2021 revenues suffered from the restrictions imposed on
pubs for several months as a response to the increasing Covid-19
infection rate. In 1Q21, trading was fully suspended, with a
gradual reopening from April 2021. The summer trading season was
strong, with pent-up demand driving turnover. The emergence of the
Omicron variant in late autumn/winter affected Christmas trade and
Spirit finished 2H21 with turnover below 2019 levels.

Trade volumes in early 2022 have been below 2019 pre-pandemic
levels. However, sales are at similar levels due to a shift to
higher-margin products.

Spirit is exposed to inflation on energy, food and drinks costs as
well as wages. It expects to be able to pass through some of these
costs to the customers.

In 2021, the required capex amount was GBP14.8 million and Spirit
spent GBP18.0 million. This was spent on repairs and maintenance
taken to the profit and loss account, on capex used to maintain the
current state of property and systems and also on capex used to
enhance the state of property and systems.

The 2Q FCF DSCR as of January 2022 was 2.61x. The 4Q FCF DSCR was
-2.82x, which is an improvement compared with earlier metrics,
although it is still negative as a result of earlier lockdown
measures.

In 2022, the vehicle remains in a state of technical default and
Spirit have not obtained the waivers it looked to obtain earlier.
Fitch believes that a bondholders' enforcement action is unlikely.
In effect, the pub assets within the Spirit's securitisation are
considered to have reasonable long-term cash flow sustainability.
Under its assumption that pubs recover to end-2019 level by the end
of 2023, Fitch believes that there is no economic incentive for the
bondholders to enforce the debt.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.



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

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