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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, June 29, 2022, Vol. 23, No. 123

                           Headlines



C Z E C H   R E P U B L I C

NET4GAS SRO: Moody's Confirms Ba2 CFR & Alters Outlook to Negative


G E R M A N Y

PACCOR HOLDINGS: S&P Retains 'B-' LongTerm ICR on Watch Positive


I R E L A N D

PERRIGO COMPANY: Fitch Corrects June 17 Rating Release


I T A L Y

2WORLDS SRL: DBRS' CCC Rating on Class B Notes Still on Review


N E T H E R L A N D S

VINCENT MIDCO: Moody's Affirms 'B3' CFR & Alters Outlook to Stable


P O R T U G A L

TAGUS: DBRS Assigns Prov. B Rating on Class E Notes


S P A I N

TDA IBERCAJA 4: Moody's Hikes Rating on Class D Notes to Ba3


U N I T E D   K I N G D O M

888 HOLDINGS: S&P Assigns Prelim. 'B' ICR on Planned Acquisition
ALLDERS: Secret Cinema Founder Makes Bid for Former Croydon Store
AMIGO LOANS: Plans to Offer New Lending Products
BERG FINANCE 2021: DBRS Confirms BB(high) Rating on Class E Notes
FAIRFIELD REAL: Director Rescues Business Out of Administration

FOUR SEASONS: Puts Bulk of Operations Up for Sale
GREEN CLOVER: Enters Administration, Halts Trading
INVESCO EURO VIII: Fitch Assigns B- Rating on Class F Debt
NORIA 2018-1: DBRS Confirms C Rating on Class G Notes
S4 CAPITAL: S&P Affirms 'BB-' LongTerm ICR, Off Watch Negative

TOGETHER ASSET 2022-2ND1: DBRS Gives Prov. B Rating on F Notes
TOOGOOD INT'L: Enters Administration, Seeks Buyer for Business

                           - - - - -


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C Z E C H   R E P U B L I C
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NET4GAS SRO: Moody's Confirms Ba2 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has confirmed the long-term Ba2 Corporate
Family Rating, the Ba2-PD probability of default rating and the Ba2
senior unsecured debt ratings of NET4GAS, s.r.o. (N4G), the owner
and operator of the gas transmission system in the Czech Republic
(Aa3 stable). The outlook is negative. This rating action concludes
the review for downgrade initiated on March 3, 2022.

RATINGS RATIONALE

The confirmation of N4G's ratings at Ba2 reflects the continued
payment of ship-or-pay tariffs by N4G's key customer, the major
Russian shipper, and the continued significant cash flow generation
and consequent build-up of cash balances since the multi-notch
rating downgrade from Baa2 on March 23, 2022.

In taking this rating action, Moody's has balanced N4G's continued
good financial performance against the significant downside risks
associated with the current geopolitical environment and the
multiple scenarios in which Russian gas flows and/or non-payment of
ship-or-pay tariffs may arise.

N4G generates around 75% of its revenues from transporting gas that
is primarily sourced from Russia to Western and Southern Europe
under long-term gas transit contracts. The Russian company Gazprom
Export LLC, a 100% subsidiary of Gazprom, PJSC, has the monopoly on
pipeline gas exports from Russia. N4G's transit contracts are
largely on a ship-or-pay basis, meaning that the company receives
most income from capacity payments and independent of actual gas
flows. The transit contracts are primarily with the major Russian
gas shipper.

While Russia, through Gazprom Export LLC, has in recent months
stopped gas flows to certain European buyers, including Polskie
Gornictwo Naftowe i Gazownictwo SA (Baa2 stable) in Poland,
Bulgargaz EAD, a subsidiary of Bulgarian Energy Holding EAD (Ba1
stable), and Danish utility Orsted A/S (Baa1 stable), gas has
generally continued to flow into Europe and N4G's pipeline is
utilized.

Since N4G's gas transportation network is located centrally in
Europe, Moody's expects that in case of a cessation of gas flows
from Russia or a disruption of capacity payments by the Russian
shipper, or both, the company could replace part but not all of the
business with the Russian shipper. The extent to which
 alternative bookings would be obtained would depend on the
volumes of gas in Europe, where this was received and how it was
allocated across countries.

Moody's notes that N4G has accumulated unrestricted cash of around
CZK5.5 billion as of June 15, 2022 supported by the shareholders'
decision to suspend dividend pay-outs which has strengthened its
financial profile. While the committed bank facilities of EUR100
million (around CZK2.6 billion) expired in May and have not been
replaced to date, Moody's expects N4G to continue to preserve cash
in order to mitigate its debt repayment risk, the next significant
debt maturity being a bank term loan in May 2025.

OUTLOOK RATIONALE

As N4G remains highly exposed to a cessation of capacity payments,
whether resulting from the cessation of gas deliveries from Russia
to Europe or otherwise, the negative outlook reflects this material
risk. Any further developments that would suggest a high
probability of the cessation of such payments would likely result
in a ratings downgrade.

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

Given the negative outlook, an upgrade of N4G's ratings in the near
term is unlikely and would require high visibility as to the
continued receipt of capacity payments from the Russian shipper
into the medium term, or its replacement with revenues from
alternative shippers with a solid credit profile; or tangible
external credit support; or a combination of these.

The outlook could be changed to stable if N4G continues to receive
capacity payments under the long-term transit contracts and uses
them to strengthen its financial profile to significantly reduce
refinancing risk ahead of the next debt maturities in 2025; or if
the company obtains adequate support from its owners or other
stakeholders to offset any further deterioration of its credit
profile.

N4G's ratings could be downgraded if capacity payments to the
company were, or were expected to be, discontinued or materially
delayed, resulting in material pressure on its liquidity and
financial profile, without clear and adequate replacement through
new bookings or external credit support; or if the company ceased
to use free cash flows to strengthen its financial profile, for
example by resuming dividend pay-outs.

The principal methodology used in these ratings was Natural Gas
Pipelines published in July 2018.

NET4GAS, s.r.o. is the owner and operator of the Czech gas
transmission system. N4G is ultimately 50% owned by Allianz
Infrastructure Czech Holdco II S.a r.l., part of the wider Allianz
group and 50% by Borealis Novus Parent B.V., a subsidiary of OMERS
Administration Corporation. The company's core business consists of
transporting gas, primarily sourced from Russia, towards Western
and Southern Europe under long-term contracts. It is also the
regulated domestic gas transmission network operator under an
unlimited licence. In 2021, N4G reported revenues of CZK10,373
million and EBITDA amounting to CZK8,955 million.




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G E R M A N Y
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PACCOR HOLDINGS: S&P Retains 'B-' LongTerm ICR on Watch Positive
----------------------------------------------------------------
S&P Global Ratings kept its 'B-' long-term issuer credit ratings on
Germany-based packaging producer PACCOR Holdings GmbH (Paccor) and
its subsidiaries on CreditWatch with positive implications. The
'B-' issue rating on Paccor's senior secured facilities and 'CCC'
issue rating on the group's second-lien facility also remain on
CreditWatch with positive implications.

S&P expects to resolve the CreditWatch once it is able to evaluate
Paccor's financial risk profile, financial policy, and group status
under the new owners.

The ratings remain supported by the forthcoming sale of Paccor to
Faerch Group and the potential positive impact on Paccor's credit
metrics and financial policy. S&P said, "Although the details of
the transaction have not been disclosed, we believe that Faerch
Group, through its owner A.P. Moller Holding, may pursue a less
aggressive financial strategy than Paccor's current owner,
private-equity firm Lindsay Goldberg. This could have a positive
impact on Paccor's credit metrics. Furthermore, we believe that the
prospective owners have stronger credit quality than the current
owner." The transaction is subject to the customary closing
conditions and regulatory approvals, and is due to close in the
third quarter of 2022. The transaction excludes Paccor's operations
in the U.K.

S&P said, "We believe that the current shareholders will cover any
potential liquidity needs until the transaction closes.Since
December 2021, insufficient cash generation and an unexpected rise
in working capital needs have led Paccor's liquidity position to
deteriorate. Paccor has struggled with the sharp and unexpected
rise in raw-material and energy prices, which it only passes on to
customers after a three-month delay, on average. Paccor has drawn
down its entire EUR50 million revolving credit facility (RCF) in
the past seven months and has also received EUR39.8 million in
loans from shareholders--EUR19.8 million in December 2021 and
EUR20.0 million in March 2022--which we treat as equity. Of these
shareholder loans, EUR10 million remains undrawn. We believe that
the current shareholders will fund any potential liquidity needs,
should they arise before the transaction closes. We also understand
that Paccor has some flexibility to cut back capital expenditures
(capex) in 2022. We therefore view liquidity risk as limited until
the transaction closes.

"We expect a significant improvement in Paccor's EBITDA but
negative free operating cash flow (FOCF) in 2022.In 2022, we
forecast S&P Global Ratings-adjusted EBITDA of EUR75 million-EUR80
million for Paccor, up from EUR47 million in 2021, as the company
passes rising input costs on to customers and curbs exceptional
costs. In 2022, we only expect the company to incur EUR10 million
in exceptional costs, versus EUR28 million in 2021, most of which
relate to a reorganization of its production footprint. That said,
we believe that the margins remain vulnerable to further
raw-material price increases due to the time lag in the
pass-through. We anticipate that investments in efficiency
initiatives and working capital outflows stemming from the ongoing
rise in raw-material costs will continue to undermine FOCF. We
thereby expect FOCF to be negative by EUR21 million in 2022."

CreditWatch

S&P said, "In resolving the CreditWatch, we will evaluate the
transaction's benefits for Paccor's credit profile and financial
policy. We expect to resolve the CreditWatch on completion of the
transaction. We could raise our long-term issuer credit rating on
Paccor if we believe that there will be a material improvement in
the company's credit profile after its sale to Faerch Group."

ESG credit indicators: E-3, S-2, G-3

S&P said, "Environmental factors are a moderately negative
consideration in our credit rating analysis of Paccor. We believe
that plastic packaging companies are exposed to higher
environmental and regulatory risks than the overall packaging
industry. Paccor is focusing on the circularity of its products and
developing more sustainable solutions through light-weighting and
increasing the amount of recycled material in its packaging.
However, plastic packaging is exposed to substitution risks from
materials like paper and metal as environmental concerns about
plastic waste escalate. We expect industry growth to taper in the
coming years as businesses and consumers move toward other
packaging solutions.

"Governance factors are also a moderately negative consideration.
We view financial-sponsor-owned companies with highly leveraged
financial risk profiles as demonstrating corporate decision-making
that prioritizes the interests of the controlling owners, who
typically have finite holding periods and focus on maximizing
shareholder returns."




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I R E L A N D
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PERRIGO COMPANY: Fitch Corrects June 17 Rating Release
------------------------------------------------------
Fitch Ratings issued a correction of a press release on Perrigo
Company published June 17, 2022 to include Perrigo Investments
Capital, Inc. in the withdrawal.

The amended ratings release is as follows:

Fitch Ratings has affirmed Perrigo Company plc's Issuer Default
Rating (IDR) at 'BB+' with a Stable Rating Outlook and the debt
ratings of its subsidiaries including Perrigo Company plc's senior
unsecured notes at 'BB+'/'RR4', and Perrigo Finance Unlimited
Company's senior unsecured notes at 'BB+'/'RR4'. Fitch has also
assigned final ratings to Perrigo Investments LLC's Senior Secured
Revolver and Term Loans at 'BBB-'/'RR1'. The rating actions follow
the company's successful financing of the HRA Pharma acquisition.

Fitch has withdrawn the 'BB+(EXP)'/'RR4' on Perrigo Investments
LLC's and Perrigo Investments Capital, Inc.'s proposed senior
unsecured notes, as the issuance is no longer expected to proceed
as previously envisaged. Fitch has also withdrawn the 'BB+'/'RR4'
ratings on Perrigo Finance Unlimited Company's senior unsecured
revolver and term loan, as it has been replaced by Perrigo
Investments LLC's senior secured revolver and term loans.

KEY RATING DRIVERS

Acquisition and Elevated Leverage: The acquisition of HRA Pharma
adds three category-leading self-care brands in blister care,
women's health and scar care to Perrigo's product portfolio. These
platforms offer higher growth and margins relative to Perrigo's
base business. Fitch expects that the company will be able to
generate at least $40 million in annual cost synergies during the
next three years.

There are likely some attainable revenue synergies, but Fitch has
not incorporated any into its forecast. The acquisition will
consume balance sheet cash, which will prevent Perrigo from
reducing debt in the near term, causing leverage to remain above
3.5x for more than 18-24 months.

Business Transformation/Restructuring: The company has largely
completed its effort to transform its business. In 2019, the
company initiated a reorganization plan in order to refocus on
priorities, increase efficiencies and improve growth, targeting
$100 million in net savings by 2022. Perrigo divested its generic
prescription pharmaceuticals business for $1.5 billion in cash in
2021.

In addition, the company divested its animal health, international
prescription drug businesses and other businesses. On the growth
side, the company completed a number of targeted acquisitions in
existing or adjacent product categories, and Fitch expects this
strategy to continue.

Pandemic Challenging but Manageable: The company has been able to
sustain operations during the coronavirus pandemic. Adjustments to
scheduling and social distancing modestly challenged operating
efficiency, but Perrigo has largely satisfied consumer demand.
Alternative sourcing helped to mitigate any supply constraints.
E-commerce revenues grew rapidly during the pandemic as consumers
increased their level of online shopping.

Scale and Diversification: Perrigo is by far the largest
manufacturer of private label over-the-counter (OTC) medicines. The
company's significant scale positions it well to serve a broad
range of customers, including large retailers. Perrigo serves
Walmart, Target, Walgreens, CVS, Sam's Club, Amazon, Costco and a
number of large drug distributors. Walmart is Perrigo's largest
customer and accounts for roughly 13% of sales and the next five
largest customers account of 25% of sales. In addition, no product
category accounts for more than 10% of total sales. The company
generates roughly 68% of its revenues in the U.S., 27% in Europe
and 5% in other geographies.

Contingent Tax Liability Reduced: The company has resolved its
Irish Tax Assessment risk for EUR266 million in cash. Perrigo plc
funded it with the proceeds of a EUR350 million Belgian arbitration
award. The Irish Office of the Revenue Commissioners issued a
Notice of Amended Assessment on in November 2018 that assesses a
tax liability against Perrigo of EUR1,636 million. and subsequently
reduced it by EUR600 million.

Consistently Positive FCF: Perrigo is a consistent generator of
positive FCF. The company benefits from relatively reliable demand,
generally stable margins and manageable capital expenditures. Fitch
expects the company to generate roughly $250 million in annual FCF
during the forecast period. However, contingent liability and tax
disputes could offset the expected results at some point in the
future.

Dependable Demand: Consumer health care products and prescription
medicines benefit from relatively reliable demand. Sales tend to be
recession-resistant as most people prioritize health care needs.
OTC medicines can be purchased without a physician's prescription
and offer relief for some non-critical medical issues. In addition,
private label brands offer less costly alternatives to brand-name
products, attracting cost-conscious consumers, while at the same
time offering higher margins to retailers. Consumers have been
gradually switching to private-label alternatives.

DERIVATION SUMMARY

Perrigo's most relevant peer is P&L Development Holdings, LLC's
(B-/Stable), as both manufacture and market private label OTC
health care products. Perrigo is significantly larger and more
diverse in terms of products and geographies. Nevertheless, P&L
Development Holdings, LLC offers an alternative to retailers as the
second-largest player in the space. In addition, Perrigo operates
with leverage (total debt/EBITDA) significantly lower than P&L
Development Holdings. Both companies' products are mainly paid for
by large retailers with meaningful negotiating power.

Perrigo divested its prescription generic drug business in 2021 and
now focuses on consumer health care. It also has a portfolio of
branded products. However, Perrigo and generic prescription drug
manufacturers have some similar manufacturing processes and offer
lower cost private label/generic products compared to branded
products. Viatris (f/k/a Mylan N.V; BBB/Stable) and Teva
Pharmaceutical Industries Limited (BB-/Stable) are much larger than
Perrigo in terms of size and scope of operations in the generic
prescription drug market. Both companies' products are mainly paid
for by large commercial and public payers with significant
negotiating power.

KEY ASSUMPTIONS

-- Revenues grow organically about 3% annually driven by
    digestive health products and nutritional products in CSCA
    segment;

-- Moderately increasing margins;

-- Annual FCF of roughly $200 million-$300 million;

-- Small tuck-in acquisitions targeting OTC products;

-- Near-term debt maturities to be refinanced;

-- Total debt with equity credit/EBITDA remains above 3.5x during

    the next 24 months.

RATING SENSITIVITIES

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

-- Gross leverage (total debt/EBITDA) is sustained below 3.5x,
    driven by EBITDA growth and some debt reduction;

-- Successful integration of HRA Pharma;

-- Near-term M&A is targeted and doesn't negatively affect
    Perrigo's deleveraging ability.

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

-- Gross leverage (total debt/EBITDA) sustainably above 4.0x 18-
    24 months post acquisition;

-- Integration issues with HRA that would materially and durably
stress operating or financial performance;

-- Additional leveraging M&A in the near-term.

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

Fitch expects Perrigo to maintain adequate liquidity throughout the
forecast period. At April 4, 2022, PRGO had balance sheet cash of
approximately $1.97 billion and full availability on its revolving
credit agreement and Fitch's expectation of $200 million to $300
million of FCF per year. After the recent refinancing, debt
maturities are manageable with $700 million due in 2024 and $2.81
billion thereafter. It is worth noting that the company completed
its acquisition of HRA on May 2, 2022.

Recovery Assumptions

Fitch applies a generic approach to rate and assign RRs to
instruments for issuers rated 'BB-' or above. Perrigo Investments
LLC's first liens security on its bank facility are considered
Category 1 first liens as they are not contractually, structurally
or practically junior to ABL facilities and warrant a 'BBB-'/'RR1',
one notch above the IDR. The unsecured debt is rated 'BB+'/RR4',
the same as the IDR.

ISSUER PROFILE

Perrigo is the largest manufacturer of private label OTC medicines.
The company focuses on the quality and affordability of its
products. P&L Development, the second-largest firm in the space is
significantly smaller and less diversified than Perrigo.

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.

   DEBT                  RATING                       RECOVERY
   ----                  ------                       --------

Perrigo Finance Unlimited Company

   senior unsecured    LT       WD     Withdrawn

   senior unsecured    LT       BB+    Affirmed       RR4

Perrigo Investments Capital, Inc.

   senior unsecured    LT       WD     Withdrawn

Perrigo Company plc    LT IDR   BB+    Affirmed

   senior unsecured    LT       BB+    Affirmed       RR4

Perrigo Investments LLC

   senior unsecured    LT       WD     Withdrawn

   senior secured      LT       BBB-   New Rating     RR1



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I T A L Y
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2WORLDS SRL: DBRS' CCC Rating on Class B Notes Still on Review
--------------------------------------------------------------
DBRS Ratings GmbH maintained the Under Review with Negative
Implications status on the BB (sf) and CCC (sf) ratings on the
Class A and Class B notes, respectively, issued by 2Worlds S.r.l.
(the Issuer).

RATING RATIONALE

The maintenance of the Under Review with Negative Implications
status is based on the following analytical considerations:

-- Transaction performance: as reported in the most recent
semiannual servicer report, the actual cumulative gross collections
as of 31 December 2021 were EUR 180.9 million whereas the special
servicer's initial business plan assumed cumulative gross
collections of EUR 217.3 million for the same period. Therefore,
the transaction is underperforming by 16.7% compared with the
servicer's initial expectations.

-- Performance ratios and underperformance events: as per the
January 2022 payment report, the cumulative net collection ratio
was 88.0% and the net present value cumulative profitability ratio
was 114.6%. A subordination event has not occurred as it would
occur if the cumulative net collection ratio or the net present
value cumulative profitability ratio was less than 85% or with
Class A interest shortfalls.

-- Special servicer's updated business plan: in April 2021, DBRS
Morningstar received the special servicer's third revised business
plan as of December 2020. The third updated business plan displays
a 16.9% decrease in gross collections compared with the servicer's
initial expectations and an additional 10.0% decrease compared with
the second updated business plan delivered in April 2020. The
servicer has been underperforming its third updated business plan
over the past two semesters. The monitoring agent has not yet
released a fourth updated business plan as it does not have the
required approvals.

Following the receipt of the fourth updated business plan, DBRS
Morningstar will assess the changes from previous expectations in
detail, which may result in adjustments to its stressed
assumptions.

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

DBRS Morningstar analyzed the transaction structure using Intex
DealMaker.

The Coronavirus Disease (COVID-19) and the resulting isolation
measures had caused an economic contraction, leading in some cases
to increases in unemployment rates and income reductions for many
borrowers. For this transaction, DBRS Morningstar incorporated its
expectation of a moderate medium-term decline in commercial real
estate prices for certain property types.

Notes: All figures are in euros unless otherwise noted.




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N E T H E R L A N D S
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VINCENT MIDCO: Moody's Affirms 'B3' CFR & Alters Outlook to Stable
------------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Vincent Midco BV
(Vermaat or the company), a leading provider of premium catering
services in The Netherlands, with a growing presence in France.
Concurrently, Moody's has also affirmed the B2 ratings on the
backed senior secured first lien term loan B and backed senior
secured multi currency revolving credit facility (RCF) both due
2026 at Vincent Bidco BV, a direct subsidiary of Vincent Midco BV.
The outlook on both entities has been changed to stable from
negative.

RATINGS RATIONALE

The rating action reflects Moody's expectations that the continued
recovery in revenue and earnings following the lifting of sanitary
restrictions in Vermaat's main countries of operations in March and
April 2022 will support deleveraging to around 7x (Moody's adjusted
leverage) by 2023 and that Moody's-adjusted free cash flow/debt
will begin to turn positive. These level of credit metrics will
better position Vermaat's CFR in the B3 category, although still at
the weaker end.

Moody's expects Vermaat's revenue and earnings will continue to
recover. The rating agency's base case assumes no recurrence of
significant Covid related operating restrictions and this supports
the company's earnings recovery. This is a social consideration
under Moody's ESG framework and was a key driver behind today's
rating action.

However, Moody's anticipates that market conditions for Vermaat
will nevertheless be challenging over the next 12-18 months,
primarily due to a weaker macroeconomic environment, but also
because the company's revenues are likely to be constrained by
continuing elevated levels of remote working, as well as wage
inflation within its cost base and potential staff shortages. In
Moody's view, Vermaat has had a good operating track record,
underpinned by strong execution capabilities to date and Moody's
expects this will help the company deal with these pressures.

The B3 CFR also reflects Vermaat's adequate liquidity profile and
the absence of debt maturities before 2026, which give the company
some time to grow back into a more sustainable capital structure
– namely Moody's adjusted leverage below 7x, EBITA/interest of
above 1.0x and an ability to generate positive FCF on a recurring
basis. Moody's-adjusted debt/EBITDA was 15.5x at year-end 2021,
improving to 14.5x as of April 24, 2022 (Q1 2022). Vermaat also has
a good track record in limiting cash burn since the outset of the
pandemic as reflected by a cumulative negative Moody's-adjusted
free cash flow of around EUR20 million over 2020-2021.

LIQUIDITY

Moody's views Vermaat's liquidity as adequate. As of April 24,
2022, the company had cash balances of EUR34 million and EUR75
million available under the backed senior secured RCF due 2026. The
backed senior secured RCF is the nearest material debt maturity.

The company will need to comply with a net first lien leverage
covenant set at 10.25x and tested quarterly from Q2 2022 when the
backed senior secured RCF is used by 40%. In December 2020, Vermaat
received a waiver on its springing covenant until Q2 2022 and had
to comply with a financial covenant of minimum liquidity of EUR21
million for this period. Moody's expects Vermaat to maintain
comfortable covenant headroom when the springing net leverage
covenant will be reinstated.

STRUCTURAL CONSIDERATIONS

The backed senior secured first lien term loan B and the backed
senior secured RCF are rated B2 - one notch above the B3 CFR -
reflecting their first ranking, ahead of the second lien term loan.
The backed senior secured first lien term loan B benefit from first
ranking transaction security over shares, bank accounts and
intragroup receivables of material subsidiaries. Moody's typically
views debt with this type of security package to be akin to
unsecured debt. However, the backed senior secured first lien debt
benefit from upstream guarantees from operating companies
accounting for at least 80% of consolidated EBITDA.

RATING OUTLOOK

The stable outlook reflects Moody's expectation that Vermaat's
credit metrics will recover to levels more commensurate with the B3
CFR over the next 12-18 months, notably a Moody's-adjusted
debt/EBITDA sustainably below 7.0x, and positive Moody's-adjusted
free cash flow.

Moody's forecasts do not assume further government restrictions
such as remote working requirements and travel restrictions, which
would likely further impede a recovery in the company's revenue and
profitability.

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

An upgrade could materialise over time if sustained positive
organic growth momentum lead to (1) Moody's-adjusted debt/EBITDA
reducing closer to 6.0x on a sustained basis, and (2) a solid
liquidity profile including Moody's-adjusted free cash flow of
around 5%.

A downgrade could materialise if operating performance do not
materially improve over the next 12-18 months leading to (1)
Moody's-adjusted debt/EBITDA remaining sustainably above 7.0x, or
(2) weaker liquidity or negative Moody's-adjusted free cash flow.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Vermaat is the market leader in premium catering and hospitality
services in The Netherlands, with a growing presence in France
following the acquisition of Serenest in March 2021. It generated
revenue of EUR224 million in 2021.




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P O R T U G A L
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TAGUS: DBRS Assigns Prov. B Rating on Class E Notes
---------------------------------------------------
DBRS Ratings GmbH assigned provisional ratings to the following
classes of notes (the Rated Notes) to be issued by TAGUS -
Sociedade de Titularizacao de Creditos, S.A. (Ulisses Finance No.
3) (the Issuer), a limited liability company incorporated under the
laws of Portugal:

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

DBRS Morningstar did not assign provisional ratings to the Class G
Notes or Class Z Notes also expected to be issued in this
transaction. The rating on the Class A Notes addresses the timely
payment of scheduled interest and the ultimate repayment of
principal by the legal final maturity date. The ratings on the
Class B Notes, Class C Notes, Class D Notes, Class E Notes, and
Class F Notes address the ultimate payment of interest (timely when
most senior) and the ultimate repayment of principal by the legal
final maturity date.

The provisional ratings are based on information provided to DBRS
Morningstar by the Issuer and its agents as of the date of this
press release. These ratings will be finalized upon a review of the
final version of the transaction documents and of the relevant
opinions. If the information therein were substantially different,
DBRS Morningstar may assign different final ratings to the Rated
Notes.

The transaction represents the issuance of notes backed by assigned
rights of receivables related to auto loans granted by 321Crédito
– Instituicao Financeira de Credito, S.A. (321C) to borrowers in
the Republic of Portugal. 321C will also act as servicer for the
transaction.

The underlying receivables consist of fully amortizing auto loan
contracts granted for the purpose of acquiring used vehicles (100%
of the initial portfolio). There are neither balloon loans nor auto
lease contracts contained within the portfolio and, therefore, the
Issuer is not directly exposed to residual value risk.

The transaction includes a one-year revolving period, during which
time the originator may offer additional receivables that the
Issuer may purchase, provided that eligibility criteria and
concentration limits set out in the transaction documents are
satisfied. The revolving period may end earlier than scheduled if
certain events occur, such as a breach of performance triggers, an
insolvency of the seller, or a default of the servicer.

DBRS Morningstar based its ratings on a review of the following
analytical considerations:

-- The transaction capital structure, including form and
sufficiency of available credit enhancement;

-- Relevant credit enhancement in the form of subordination, a
cash reserve, and excess spread;

-- Credit enhancement levels that are sufficient to support DBRS
Morningstar's projected cumulative net loss assumptions under
various stressed cash flow assumptions for the Rated Notes;

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay investors according to the terms under which
they have invested; 

-- 321C's capabilities with regard to originations, underwriting,
and servicing;

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

-- The credit quality of the collateral, and the historical and
projected performance of the originator's portfolio;

-- DBRS Morningstar's sovereign rating on the Republic of
Portugal, currently at BBB (high) with a Positive trend; and

-- The expected consistency of the transaction's legal structure
with DBRS Morningstar's "Legal Criteria for European Structured
Finance Transactions methodology" and the presence of legal
opinions that are expected to address the true sale of the assets
to the Issuer.

TRANSACTION STRUCTURE

During the revolving period and prior to the delivery of an
enforcement notice or an optional redemption event, the Issuer
applies the available funds in accordance with a combined priority
of payments that incorporates a specific carveout for the repayment
of principal on the Rated Notes (the application of the principal
withholding amount). Prior to a sequential redemption event
principal is allocated to the Rated Notes on a pro rata basis.
Following a sequential redemption event, principal is allocated on
a sequential basis. Once the amortization becomes sequential, it
cannot switch back to pro rata.

Except for the then-most senior notes, interest on the Rated Notes
may be deferred to protect the payment of principal on the notes
senior to itself. Interest deferral is subject to note-specific
conditions that evaluate principal deficiencies for each of the
Rated Notes. These deferrals are curable and potentially allow for
interest payments previously deferred to switch back to their
higher position in the pre-enforcement payment priority.

The structure incorporates a cash reserve available to cover senior
expenses and interest shortfalls on the Rated Notes. After the
Rated Notes have been redeemed, the target cash reserve amount is
equal to zero.

There is an interest rate mismatch as 93.3% of the initial
portfolio represents fixed-rate loans while floating-rate Rated
Notes have been issued. There is also a degree of basis risk as
floating-rate loans are indexed to three-month Euribor while the
Rated Notes are indexed to one-month Euribor. The Issuer is
expected to enter into an interest rate swap agreement to mitigate
the interest rate risk. Floating-rate loans are repriced on a
quarterly basis and represent a relatively small proportion of the
portfolio.

COUNTERPARTIES

Deutsche Bank AG has been appointed as the Issuer's account bank
for the transaction. DBRS Morningstar's public Long-Term Issuer
Rating of Deutsche Bank AG is at A (low) with a Stable trend, which
meets DBRS Morningstar's criteria to act in these capacities. The
transaction documents contain downgrade provisions relating to the
account bank consistent with DBRS Morningstar's legal criteria
where a replacement must be sought if the long-term rating of the
accounts bank falls below a specific threshold (BBB (high) by DBRS
Morningstar). DBRS Morningstar considered this threshold and the
current rating on Deutsche Bank AG within its analysis. The
Issuer's accounts include the payment account, cash reserve
account, and the swap collateral account.

Credit Agricole Corporate & Investment Bank (CACIB) has been
appointed as the swap counterparty for the transaction. DBRS
Morningstar privately rates CACIB and concluded that it meets the
minimum criteria to act in its capacity. The hedging documents
contain downgrade provisions consistent with DBRS Morningstar
criteria's where the DBRS Morningstar rating refers to the rating
on Credit Agricole S.A. while CACIB acts as the swap counterparty.

Notes: All figures are in euros unless otherwise noted.




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

TDA IBERCAJA 4: Moody's Hikes Rating on Class D Notes to Ba3
------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of Class B,
Class C and Class D Notes in TDA IBERCAJA 4, FTA. The rating action
reflects better than expected collateral performance and the
increased levels of credit enhancement for the affected notes.

Moody's affirmed the ratings of the Class A2 and Class E Notes that
had sufficient credit enhancement to maintain their current
ratings.

EUR819.4M Class A2 Notes, Affirmed Aa1 (sf); previously on Jun 29,
2018 Affirmed Aa1 (sf)

EUR14M Class B Notes, Upgraded to Aa3 (sf); previously on Jun 29,
2018 Upgraded to A1 (sf)

EUR28M Class C Notes, Upgraded to Baa1 (sf); previously on Jun 29,
2018 Upgraded to Baa2 (sf)

EUR11.2M Class D Notes, Upgraded to Ba3 (sf); previously on Jun
29, 2018 Confirmed at B1 (sf)

EUR7M Class E Notes, Affirmed Caa1 (sf); previously on Jun 29,
2018 Affirmed Caa1 (sf)

RATINGS RATIONALE

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

Revision of Key Collateral Assumptions

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

The performance of the transaction has continued to be stable since
the last rating action. Total delinquencies have been stable in the
past year, with 90 days plus arrears currently standing at 0.25% of
current pool balance. Cumulative defaults currently stand at 2.06%
of original pool balance, unchanged from a year earlier.

Moody's decreased the expected loss assumption to 1.2% as a
percentage of original pool balance from 1.5% due to better than
expected collateral performance. This is equivalent to an expected
loss of 1.7% on current pool balance.

Moody's has also assessed loan-by-loan information as a part of its
detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's has maintained the MILAN CE assumption
at 7.2%.

Increase in credit enhancement

As of February 2022, the credit enhancement available for Class B,
C, D was  12.3%, 6.9%, 4.4%, respectively, and higher than 10.3%,
5.4%, 3.2% at the time of the rating action in June 2018.

The principal methodology used in these ratings was "Moody's
Approach to Rating RMBS Using the MILAN Framework" published in
February 2022.

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

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

Factors or circumstances that could lead to an upgrade of the
ratings include: (i) performance of the underlying collateral that
is better than Moody's expected; (ii) an increase in available
credit enhancement; (iii) improvements in the credit quality of the
transaction counterparties; and (iv) a decrease in sovereign risk.

Factors or circumstances that could lead to a downgrade of the
ratings include: (i) an increase in sovereign risk; (ii)
performance of the underlying collateral that is worse than Moody's
expected; (iii) deterioration in the notes' available credit
enhancement; and (iv) deterioration in the credit quality of the
transaction counterparties.




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

888 HOLDINGS: S&P Assigns Prelim. 'B' ICR on Planned Acquisition
----------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B' long-term issuer
credit rating to Gibraltar-based 888 Holdings PLC. S&P also
assigned its preliminary 'B' issue ratings to the group's proposed
debt issues, including senior secured British pound sterling and
euro Term Loan As, the U.S. dollar Term Loan Bs, and the proposed
euro fixed and floating notes. The preliminary ratings are subject
to the close and finalization of the transaction and the proposed
debt issuance in line with its assumptions.

888 Holdings is acquiring William Hill Ltd. (B/Stable/--) from
current parent Caesars Entertainment Inc. (B/Stable/--) in a
reverse takeover for a total enterprise value of GBP1.95 billion,
including debt and excluding contingent consideration. We expect
the acquisition to close in early July.

888 will shortly close its proposed acquisition of William Hill.
William Hill is currently owned by Caesars Entertainment, which
acquired the group in the second quarter of 2021 to gain control of
the group's U.S. joint-venture operations. As such, 888 intends to
acquire the non-U.S. operations of William Hill via a reverse
takeover. This includes the group's U.K. betting shops, U.K. online
operations, and international online business, including the Mr
Green brand. 888, which is currently debt-free, is paying GBP1.95
billion-equivalent enterprise value, excluding contingent
consideration, and funding the majority of this with total proposed
debt of GBP1.78 billion. The group launched the proposed financing
transaction publicly on June 23, 2022.

S&P asid, "In our view, the proposed transaction brings benefits
and risks to 888. We think the key benefits will include increased
scale and diversification. William Hill will bring greater sports
wagering positions to 888, which has a predominantly online gaming
product positioning. William Hill will also introduce the group to
physical retail exposure, and the combination of online and
physical platforms should allow for greater operating efficiencies
and a broader suite of products and technology. In terms of key
risks, the acquisition will materially increase 888's adjusted debt
to EBITDA to more than 6.5x in 2022 under our base-case forecast,
from a position of net cash. This occurs at a time when key
outcomes from the U.K. gaming review remain pending. As a reverse
takeover, the integration process and synergy capture proposed is
sizable. Post closing, the group will have its largest geographical
exposure to the U.K., where future developments regarding
discretionary spending, cost of living, and domestic economic and
consumer health could affect demand for the group's products.

"Our assessment of the group's business risk incorporates increased
scale and diversification and a complementary product mix. On a pro
forma basis, we forecast the combined group's revenue to be $2.4
billion-$2.5 billion in 2022 at a British pound sterling to U.S.
dollar conversion rate of 1.25, resulting in adjusted EBITDA (after
deducting capitalized development costs) of about $315 million-$345
million. Combined revenue in 2021 was $2.7 billion for the enlarged
group, using constant currency. 888 estimates that the increased
scale would see the combined group become the No. 3 player in the
U.K. gambling market by size, with material operations in EMEA,
Spain, Italy, and the Americas. U.K. revenue contributed around 67%
of total group revenue in 2021 on a pro forma basis, comprising 43%
online revenue and 24% from retail stores. In terms of product mix
for the enlarged group, retail and betting contributed 24% and 23%,
respectively, of revenue in 2021. The remaining 53% came from
gaming and about 1% from business to business. Finally, pro forma
for the acquisition, we understand the group will generate close to
85% of revenue from locally regulated, taxed, and licensed
markets."

Despite the increased scale and complementary product and
distribution suite, the group's margins are below average. William
Hill's 2020 and 2021 adjusted EBITDA margins were 7%-9%, heavily
affected by pandemic-related distruptions. 888 Holdings' adjusted
EBITDA margin was 15.8% in 2020, and 11.0% in 2021 on a stand-alone
basis. S&P said, "Consequently, for the combined group, we expect
adjusted margins of 13%-14% in 2022-2023. This is below the average
of 20% for the leisure sector and we incorporate this into our
business risk assessment positioning. Our 2022 forecast margins
include partial synergies and the cost to achieve them, and as such
we currently view this level of profitability as a constraint on
our business risk profile assessment. 888's ability to generate
higher margins in the medium term is likely to depend on scale
benefits, organic topline growth, and significant synergy benefits
after the acquisition, including rationalized marketing spending
over time and a sustainable and material tradeback in retail
revenue."

S&P said, "In our view, the integration task is large, and the
group's expectations for synergy benefits are high relative to
888's existing stand-alone EBITDA. The group expects to realize
total pretax synergies of $125 million by 2025, with an estimated
1x cash cost to achieve the run-rate benefits. It expects the
benefits to come from a reasonably balanced range of sources,
including cost of sales, marketing, technology, and general and
administrative overheads. The synergy capture is sizable relative
to the company's size and we think meeting these targets will
require material integration and successful execution on cost
reduction targets over the medium term. In addition to synergies,
the group will need to integrate systems, people, and brands across
the two groups. Gaming company mergers can be complex, especially
in terms of system and technology integration, and it can take time
to properly integrate platforms and choose best-in-class
technology. Lastly, we note that the group currently has some
overlaps in terms of merged properties, with their brands offering
same category products in the same market. Over time, it is
possible that weaker or smaller brands, such as 888 Betting through
William Hill Online, could attract less investment as consumers
direct their spending toward product category leaders. However, the
combined entity will also already have some of the category leading
brands in both sports and gaming. 888sport and William Hill Online
will exist in parallel and there is upside to the EBITDA from this
and leveraging best-in-class technology and intellectual property
across the group.

"The pending review of the U.K. Gambling Act 2005 in the second
half of 2022 remains a key macro risk to our forecast. We expect
the review to result in a government white paper with draft
recommendations. Key changes could include greater affordability
measures, very important person program bans or heavier
restrictions, GBP2 online slot stake limits, sport advertising
bans, and greater collective measures to identify and prevent
gaming harm to individuals categorized as young or vulnerable. We
think the government could implement more material measures from
2023, and it could implement some in 2022. In our view, depending
on the scope of the recommendations, U.K. regulatory risk remains a
potentially very material risk to the rating.

"The bounce back of retail store trading remains a short-term
driver of forecasts. Our base case includes normalized retail store
trading performance for William Hill betting shops. The retail
store network has been in decline over recent years, largely due to
the former maximum GBP2 stake limits on fixed-odds betting
terminals. The group now has the joint second-largest retail store
network in the U.K. Our 2022 forecast assumes retail revenue of
greater than $600 million. We do not factor in any material channel
shift for 2022 and 2023 from changing preferences with customers
switching to online, for example. A more structural or rapid shift
over the medium term, demonstrated by continued depressed revenue
or profitability from this segment, remains a downside risk to
forecasts and could also lead us to reassess the business'
durability."

888 has a public financial policy of 3x company reported debt to
EBITDA in the medium term. The group has reported total net debt to
EBITDA, including leases, of 4.3x based on February 2022
last-12-months pro forma combined EBITDA and closing capital
structure. S&P Global Ratings forecasts, based on full-year 2022
pro forma, that adjusted debt to EBITDA, including S&P Global
Ratings' adjustments and sensitivity, of 6.5x–7.0x. The group has
suspended payment of any dividends until it has reached its
financial policy target and has access to equity capital markets.

S&P said, "Our issuer credit rating is a preliminary rating based
on a number of final deal structure assumptions. The preliminary
rating remains subject to finalization based on terms materially
the same as our assumptions, and remains subject to ongoing ratings
surveillance prior to finalization."

Key assumptions necessary in assigning the preliminary rating
include:

-- S&P assumes the transaction completes with all necessary
approvals and in line with the proposed capital structure;

-- Notwithstanding some execution flex, S&P assumes the debt
structure and key terms governing it are in line with those it has
assumed for its current analysis; and

-- S&P's analysis assumes the U.S. dollar term loans will be
hedged, such that the group is not exposed to any material balance
sheet foreign exchange (FX) risk from currency mismatch.

S&P said, "The stable outlook reflects our base-case forecast that
the group's debt to EBITDA will remain below 7x in 2022 and 2023 on
a combined pro forma basis, while also generating material FOCF.
The outlook also incorporates our view that the group will
successfully integrate the William Hill operations and progress its
synergy plans, while any effects of the U.K. regulatory review will
be manageable."

S&P could lower the ratings on 888 in the next 12 months if the
group's credit metrics performed below its base-case forecast. This
includes:

-- Adjusted debt to EBITDA above 7.5x;

-- Adjusted FOCF to debt materially below 5%, which would
translate to FOCF to debt after lease costs of materially below 3%;
or

-- The group deviating from its financial policy commitment of 3x
debt to EBITDA, including dividends or mergers and acquisitions
that prevent leverage reduction toward its policy target and place
pressure on leverage.

S&P said, "We could also lower the ratings if, following a review
of the U.K. gambling regulation, we considered that the
implementation of regulatory measures could materially affect the
group's financial or business position outside of its control.
Lastly, we could lower the ratings if the group's integration fell
behind schedule, such that synergies and costs were materially
below expectations, placing meaningful pressure on our base case.

"We think it will take time for the group to demonstrate successful
progress on a material integration effort, in addition to leverage
reduction needed in the short to medium term, before 888 reaches
its financial policy target of 3x company reported debt to EBITDA.
Furthermore, with about 65% of pro forma revenue coming from the
U.K., we see regulatory and macro uncertainty as a key limiting
short-term macro factor until further clarity is available,
particularly on likely U.K. regulatory impacts on the group."

For an upgrade, the combined group would need to develop a track
record of increasing regulated revenue; organic revenue, EBITDA,
and EBITDA margin growth; and sustainable trading in the retail
network. In terms of financial metrics, S&P could take a positive
rating action if it saw:

-- Debt to EBITDA below 6x, with a continued commitment to
leverage remaining below this level; and

-- A demonstrable track record of adjusted FOCF to debt after
leases of greater than 5%.

ESG credit indicators: E-2, S-4, G-3

S&P said, "Social factors are a negative consideration in our
credit rating analysis of 888 Holdings PLC. Like most gaming
companies, 888 Holdings is exposed to regulatory and social risks
and the associated costs related to increasing player health and
safety measures, prevention of money laundering, and changes to
gaming taxes and laws. We expect the U.K. government to release a
white paper with draft recommendations relating to the review of
the U.K.'s Gambling Act 2005 later this year, with 888 particularly
exposed to the review via its U.K. revenue base." Additionally, the
U.K. Gaming Council has concluded its review of 888, while the
review of William Hill is ongoing. Implementation of safer gaming
measures in the UK partially contributed to a revision of the
William Hill acquisition terms and short-term U.K. earnings.
Governance factors are also a moderately negative consideration.
888 and William Hill have faced fines, including for money
laundering infractions and shortcomings in some customer care
measures."


ALLDERS: Secret Cinema Founder Makes Bid for Former Croydon Store
-----------------------------------------------------------------
Gemma Goldfingle at Retail Gazette reports that the founder of
Secret Cinema has made a bid for the former Allders department
store in Croydon town centre.

Croydon Council has received a licensing application from Fabien
Riggall, founder of the immersive cinema firm, under the company
name Aerodrome Croydon, which seeks to transform the former
department store into a pop-up venue for music, dance, theatre and
cinema performances, Retail Gazette relays, citing Inside Croydon.

The department store building is now owned by Croydon Council,
which acquired the site under a compulsory purchase order, Retail
Gazette discloses.

Allders fell into administration in 2005, however, the Croydon
store continued to trade until early 2013 after being snapped up by
fashion entrepreneur Harold Tillman, former owner of Jaeger, Retail
Gazette recounts.


AMIGO LOANS: Plans to Offer New Lending Products
------------------------------------------------
Sarah Provan and Siddharth Venkataramakrishnan at The Financial
Times report that Amigo Loans is planning to offer new products
after the UK subprime-focused company was forced to pause lending
following a deluge of complaints.

The Bournemouth-based business is aiming to launch two lending
products, a personal loan and a guarantor loan, under a new brand,
RewardRate.  Borrowers will have the opportunity to reduce their
annual interest rate by up to 15 percentage points.

The plan is subject to the Financial Conduct Authority giving Amigo
consent to return to lending, after it halted in November 2020
following a backlog of complaints and uncertainty caused by the
pandemic.

The return to lending comes after Amigo warned last year that it
could go bust unless it was able to resume business.  Amigo, which
lends to people with poor credit histories, was hit with complaints
from borrowers who said it failed to properly check whether the
loans were affordable.

Amigo is planning to offer a personal loan that starts with an a
49.9% annual percentage rate, while the guarantor loan begins at
39.9%.

Both products will give borrowers the opportunity to reduce the
interest rate to 34.9% APR by making payments on time.  Customers
can also freeze a payment once a year, with no penalties.

The lender proposed a new compensation scheme for borrowers last
month, which received approval from the High Court.  Amigo's
previous compensation plan, or "scheme of arrangement", was
rejected by the court and the Financial Conduct Authority last year
because it limited payouts.


BERG FINANCE 2021: DBRS Confirms BB(high) Rating on Class E Notes
-----------------------------------------------------------------
DBRS Ratings GmbH confirmed its ratings of the Commercial
Mortgage-Backed Floating-Rate Notes Due April 2033 (the notes)
issued by Berg Finance 2021 DAC (the Issuer), as follows:

-- Class A notes at AAA (sf)
-- Class B notes at AA (low) (sf)
-- Class C notes at A (low) (sf)
-- Class D notes at BBB (low) (sf)
-- Class E notes at BB (high) (sf)

The trends on all ratings remain Stable.

The rating confirmations follow the good performance of the loans,
driven by an orderly deleveraging of the transaction due to
disposal of properties. The proceeds have been applied pro rata,
and note-to-value has improved for all classes since issuance.

The transaction is a EUR 295.3 million securitization of initially
two senior commercial real estate (CRE) loans: the Big Mountain
loan (EUR 148.3 million) and the Sirocco loan (EUR 150.8 million).
The two loans were advanced in March and April 2021, respectively,
by Goldman Sachs Bank Europe SE (Goldman Sachs Europe) to unrelated
independent borrowing entities. The loans were secured by on
aggregate 29 predominantly office assets in the Netherlands,
France, Austria, Finland, and Germany.

The purpose of the Big Mountain loan was for the sponsor, Fortress
Investment Group LLC, to finance the acquisition of certain target
companies in the Stena AB group, which owned office assets in the
Netherlands and in France. Furthermore, the loan refinanced the
existing intragroup indebtedness. The purpose of the Sirocco loan
was for the sponsors, Ares European Real Estate Fund V SCSp and
Ares European Real Estate Fund V (Dollar) SCSp, to refinance
existing indebtedness and permitted capital expenditure projects.

As communicated in a notice published on May 19, 2022, the Big
Mountain loan was pre-paid in full. The Sirocco loan amount is EUR
90.6 million, now representing the only outstanding loan in the
transaction. The number of properties in the transaction decreased
to 2, from 29 at origination.

According to the special notice, the proceeds from Big Mountain
loan repayment will be applied towards the notes on the note
payment date in July 2022.

The Sirocco loan is a three-year floating-rate loan with two
one-year extension options. The loan maturity is on April 15, 2024
and the longest extended maturity date is April 15, 2026. The loan
interest is based on the three-month Euribor rate (subject to zero
floor) plus a margin of 3.75% p.a. The loan is fully hedged with an
interest rate cap with a strike rate of 1.75%. There is no
scheduled amortization for the first 18 months. Afterwards, the
borrower is required to amortize the loan by 0.25% of the
outstanding loan amount per quarter until the second loan
anniversary date, after which the repayment steps up to 0.5% per
quarter. After the third anniversary of the loan utilization date
and until the fourth anniversary date, the quarterly repayment
steps up to 0.75% of the outstanding loan amount.

Since origination, two properties were sold, and the current market
value of the two remaining properties stands at EUR 162.6 million,
according to the initial valuation prepared by Jones Lang LaSalle
in March 2021. The properties are located in Rotterdam (the
Netherlands) and Vienna (Austria). The tenancy profile of the
portfolio is granular with a total of 42 tenants. The top 5 tenants
represent 48.3% of the current contractual rent with a
weighted-average unexpired lease term (WAULT) of 3.3 years. The
vacancy rate has slightly increased to 17.5%, from 16.9% at
cut-off.

The resulting loan to value (LTV) is down to 55.7% from 63.5% at
closing. The servicer reported an issuer net cash flow (NCF) of EUR
6.6 million and a debt yield (DY) of 7.6%, down slightly from 7.7%
at cut-off. All covenants were met and the loan is performing.

DBRS Morningstar updated its underwriting NCF to EUR 6 million and
confirmed the cap rate at 6%. The resulting DBRS Morningstar value
of EUR 100.9 million reflects a 37.9% haircut to the initial
valuation.

The transaction benefits from a liquidity reserve facility, 95% of
which was funded from the Class A notes at closing. The remaining
5% was funded by the issuer. The current outstanding balance of the
facility is EUR 7.7 million and it covers the interest payments of
Class A to Class D notes. The Class D and Class E notes are subject
to an available funds cap where the shortfall is attributable to an
increase in the weighted-average margin of the notes. Based on a
blended cap strike rate of 1.63%, DBRS Morningstar estimated that
the liquidity reserve would cover 34 months of interest payments,
or 16 months of interest payments if based on the Euribor cap of 5%
after loan maturity.
The maturity of the notes is in April 2033, providing seven years
of tail period after the Sirocco loan's extended maturity.

Notes: All figures are in euros unless otherwise noted.


FAIRFIELD REAL: Director Rescues Business Out of Administration
---------------------------------------------------------------
Dan Whelan at North West Place reports that following the sale of
several projects, director Oliver Morley has managed to pay off
debts owed to Fairfield Real Estate Finance, allowing him to take
the company out of administration.

Fairfield provided Industrial North West with a GBP54 million
credit facility in 2018, North West Place recounts.  This was
extended to GBP61 million the following year, North West Place
relays, citing administrator Moorfields Advisory.

Moorfields said later in 2019, the lender forced Industrial North
West into administration after the developer "failed to comply with
the conditions of the facility", North West Place notes.

In order to recoup cash for Fairfield, administrators sold several
Industrial North West freehold and leasehold titles across the
region for a combined GBP75 million, North West Place discloses.

In addition, administrators sold industrial units at Titan Works in
Liverpool for GBP26.4 million and Coopers Point -- a 13-unit
complex in Warrington -- for GBP4.2 million, according to North
West Place.

The administration has now ended and Fairfield has been paid
GBP67.7 million, North West Place says, citing documents filed on
Companies House.


FOUR SEASONS: Puts Bulk of Operations Up for Sale
-------------------------------------------------
Mark Kleinman at Sky News reports that Four Seasons Health Care,
one of Britain's biggest care home operators, is putting the bulk
of its operations up for sale three years after its holding
companies fell into insolvency amid an impasse over its massive
debt pile.

Sky News has learnt that administrators to Four Seasons have
appointed the property agent Christie's to oversee an auction of
its core portfolio, which consists of about 110 sites across the
UK.

Collectively, the care homes employ roughly 10,000 people and look
after 6,000 residents, according to a senior property industry
source.

The sites being put up for sale exclude Four Seasons' business in
Northern Ireland, which is the subject of a separate deal that is
set to complete next month, Sky News notes.

The operation of the care homes is expected to be unaffected by the
sale process, Sky News states.

According to Sky News, in a results presentation published in
March, the company said its joint administrators "continue to
consider all possible options for the group's organisational and
capital structure".

"This includes potential sales of all or parts of the group,
internal reorganisations, refinancing, restructuring of the
financial debt (which may or may not include a debt for equity
swap) and/or a combination of any of the aforementioned.

Four Seasons is now being run under the stewardship of Joe
O'Connor, a restructuring professional who joined AlixPartners as a
partner last year, Sky News discloses.

Like rivals such as HC-One, Four Seasons endured a torrid pandemic,
with the care homes industry in the eye of the storm as admissions
dried up and staffing levels decimated by self-isolation rules, Sky
News relays.

In its 2021 results, it said it had recorded earnings before
interest, tax, depreciation and amortisation in its care homes
division of GBP22.4 million, with COVID-19 support income of
GBP23.7 million, according to Sky News.

The company, as cited by Sky News, said the wave of infections
which swept Britain in December 2021 and early this year had had a
further impact on occupancy levels, partly because of Public Health
England rules and workforce shortages.

Four Seasons' holding companies collapsed into administration in
April 2019, having been owned by Terra Firma Capital Partners, the
private equity vehicle headed by financier Guy Hands, since 2012,
Sky News relates.

The care homes themselves have not been in insolvency proceedings
at any point, Sky News states.

Terra Firma paid GBP825 million for the business but FSHC's GBP500
million-plus debt pile had been the subject of protracted
restructuring negotiations, Sky News recounts.

At the time of the collapse, Mr. Hands' fund was no longer in
operational control of Four Seasons, with a large chunk of its debt
having been bought by H/2 Capital Partners, a US-based hedge fund,
according to Sky News.

Alvarez & Marsal (A&M), the professional services firm, was
appointed administrator in 2019, making it the biggest insolvency
in the care homes sector since Southern Cross collapsed in 2011,
Sky News notes.


GREEN CLOVER: Enters Administration, Halts Trading
--------------------------------------------------
Jamie Body at The Stage reports that set recycling company Green
Clover has gone into administration, with the land it is currently
on sold to a developer.

The company, which focused on the "prevention and minimisation of
unnecessary waste", stopped trading this month, The Stage relates.


INVESCO EURO VIII: Fitch Assigns B- Rating on Class F Debt
----------------------------------------------------------
Fitch Ratings has assigned Invesco Euro CLO VIII DAC final
ratings.

   DEBT                     RATING                     PRIOR
   ----                     ------                     -----

Invesco Euro CLO VIII DAC

A XS2463988878            LT    AAAsf    New Rating    AAA(EXP)sf

B-1 XS2463988951          LT    AAsf     New Rating    AA(EXP)sf

B-2 XS2463989256          LT    AAsf     New Rating    AA(EXP)sf

C XS2463989413            LT    Asf      New Rating    A(EXP)sf

D XS2463989504            LT    BBB-sf   New Rating    BBB-(EXP)sf


E XS2463990007            LT    BB-sf    New Rating    BB-(EXP)sf

F XS2463989926            LT    B-sf     New Rating    B-(EXP)sf

Sub Notes XS2463990189    LT    NRsf     New Rating    NR(EXP)sf

TRANSACTION SUMMARY

Invesco Euro CLO VIII 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 are being used to fund a portfolio with a target par
of EUR400 million that is actively managed by Invesco CLO Equity
Fund IV LP. The collateralised loan obligation (CLO) has a
five-year reinvestment period and an 8.9-year weighted average life
(WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The
Fitch-calculated weighted average rating factor (WARF) of the
identified portfolio is 25.28.

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 63.36%.

Diversified Asset Portfolio (Positive): The transaction includes
four Fitch matrices: two effective at closing, corresponding to a
top-10 obligor concentration limit at 23%, fixed-rate asset limits
of 7.5% and 13.75% and 8.9-year WAL. The two other matrices,
corresponding to the same limits as the closing matrices except a
WAL of 7.9 years, can be selected by the manager at any time from
one year after closing, providing the portfolio balance (including
defaulted obligations at their Fitch-calculated collateral value)
is above target par.

The transaction also includes various concentration limits,
including a maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40%. These covenants ensure that the
asset portfolio will not be exposed to excessive concentration.

Portfolio Management (Neutral): The transaction has a five-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 analysis is 12 months shorter than the WAL
covenant. This reflects the strict reinvestment criteria post
reinvestment period, which includes Fitch 'CCC' limitation and the
coverage test as well as a WAL covenant that linearly steps down
over time. In Fitch'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 five notches across the capital
structure.

Downgrades may occur if the loss expectation is larger than
assumed, due to unexpectedly high levels of defaults 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 capital structure, apart from
the class A notes, which are already at the highest rating on
Fitch's scale and cannot be upgraded.

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.


NORIA 2018-1: DBRS Confirms C Rating on Class G Notes
-----------------------------------------------------
DBRS Ratings GmbH took the following rating actions on the notes
issued by Noria 2018-1 (the Issuer):

-- Class A Notes confirmed at AAA (sf)
-- Class B Notes confirmed at AA (sf)
-- Class C Notes confirmed at A (sf)
-- Class D Notes confirmed at BBB (sf)
-- Class E Notes upgraded to BB (high) (sf) from BB (sf)
-- Class F Notes upgraded to B (high) (sf) from B (sf)
-- Class G Notes confirmed at C (sf)

The rating of the Class A Notes addresses the timely payment of
interest and the ultimate payment of principal on or before the
legal final maturity date. The ratings of the Class B, Class C,
Class D, Class E, Class F, and Class G Notes address the ultimate
payment of interest and the ultimate payment of principal on or
before the legal final maturity date in June 2038.

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

-- Portfolio performance, in terms of delinquencies, defaults, and
losses as of the April 2022 payment date;

-- Probability of default (PD), loss given default (LGD), and
expected loss assumptions on the remaining receivables;

-- Current available credit enhancement to the rated notes to
cover the expected losses at their respective rating levels.

The Issuer is a securitization collateralized by a portfolio of
personal, debt consolidation, and sales finance loans granted and
serviced by BNP Paribas Personal Finance. The transaction closed in
June 2018 and included a 12-month revolving period, which ended in
June 2019.

PORTFOLIO PERFORMANCE

As of the April 2022 payment date, one- to two-month and two- to
three-month delinquencies represented 0.9% and 0.4% of the
outstanding portfolio balance, respectively, while loans more than
three months in arrears represented 0.2%. The cumulative default
amounted to 3.5% of the initial collateral balance including any
additional receivables purchased during the revolving period, with
cumulative recoveries of 20.9% to date.

PORTFOLIO ASSUMPTIONS AND KEY DRIVERS

DBRS Morningstar received updated historical vintage data from the
originator and conducted a loan-by-loan analysis of the remaining
pool of receivables. As a result, DBRS Morningstar updated its base
case PD and LGD assumptions to 5.0% and 58.0%, respectively.

CREDIT ENHANCEMENT

The subordination of the respective junior notes provides credit
enhancement to the rated notes. As of the April 2022 payment date,
credit enhancement to the Class A, Class B, Class C, Class D, Class
E, Class F, and Class G Notes has remained unchanged since closing
at 24.0%, 17.8%, 12.3%, 9.8%, 6.8%, 4.3%, and 0%, respectively,
because of the pro rata amortization of the notes. If a sequential
redemption event is triggered, the principal repayment of the notes
will become sequential and non-reversible until the higher ranked
class of the notes is fully redeemed.

The transaction benefits from a liquidity reserve of EUR 7.2
million as of April 2022. The reserve target amount is equal to 1%
of the outstanding balance of the Class A, Class B, Class C, and
Class D Notes with a floor of EUR 7.2 million. It is available to
cover senior expenses and swap payments. The reserve has been at
its target amount since closing.

BNP Paribas SA acts as the Special Dedicated Account Bank and BNP
Paribas Securities Services SCA acts as the Account Bank. Based on
the DBRS Morningstar reference rating of BNP Paribas SA at AA, one
notch below its Long Term Critical Obligations Rating of AA (high),
and the private rating of BNP Paribas Securities Services SCA, the
downgrade provisions outlined in the transaction documents, and
other mitigating factors inherent in the transaction structure,
DBRS Morningstar considers the risk arising from the exposure to
the account bank to be consistent with the ratings assigned to the
notes, as described in DBRS Morningstar's "Legal Criteria for
European Structured Finance Transactions" methodology.

BNP Paribas Personal Finance acts as the swap counterparty for the
transaction. DBRS Morningstar's private rating of BNP Paribas
Personal Finance is consistent with the First Rating Threshold as
described in DBRS Morningstar's "Derivative Criteria for European
Structured Finance Transactions" methodology.

Notes: All figures are in euros unless otherwise noted.


S4 CAPITAL: S&P Affirms 'BB-' LongTerm ICR, Off Watch Negative
--------------------------------------------------------------
S&P Global Ratings affirmed its 'BB-' long-term issuer credit
rating on digital marketing group S4 Capital PLC and the 'BB-'
issue ratings on its debt. S&P removed the ratings from
CreditWatch, where they were placed with negative implications on
May 5, 2022.

The stable outlook reflects that S&P expects S4 Capital to continue
to strongly increase its EBITDA despite the deterioration in
macroeconomic conditions, reduce leverage toward 3x, and enhance
its internal controls, risk management, and financial reporting.

S&P said, "The rating actions on S4 Capital follow our review of
the group's audited accounts and its governance standards. Although
the audit delay was unusual for a listed company of S4 Capital's
size and scale, in our view, the findings by the auditors in the
published annual report were not material for the group's credit
metrics. As such, we have not materially changed our forecast for
the group's earnings growth and leverage in 2022-2023. We have also
reviewed the remedy actions that S4 Capital's management put in
place and believe that if the group successfully implements the
announced changes to its finance and control functions, this should
strengthen its internal control and risk management mechanisms and
support the current rating. That said, we believe that in managing
these issues over recent months, S4 Capital has shown poor
communication with the public markets, with limited transparency
and guidance given the scope and timeline to resolve the issues. We
also note the risk of further audit findings and need for
enhancements to the group's risk management considering its rapid
business expansion.'

After two delays in the release of its preliminary results, S4
Capital published its audited annual report within the terms under
its debt documentation. The auditors provided qualified opinions
for subsidiaries that accounted for 5% of the group's revenue,
pointing to deficient checks and controls in the finance function
of the Dutch content division. In some cases, this led to
inappropriate recognition of revenues and cost of goods sold for
multi-year contracts, but overall had a limited effect on the
group's profit and loss (less than 1% of group revenue), and no
impact on cash flow items. The group has taken the following remedy
actions: (i) key hires for the group finance function, including
appointing a group treasurer and a group controller; (ii) hires in
the content division, replacing the divisional CFO and appointing a
new divisional controller; (iii) a new head of compliance and an
International Financial Reporting Standards expert for the Content
division; and (iv) a large audit firm to set up its internal audit
function. The board of directors will also see changes, with a new
independent audit committee chair to be appointed in the short
term.

S&P said, "S4 Capital delivered strong operating performance in
2021, slightly exceeding our expectations. The group's topline and
earnings almost doubled through organic growth with new contract
wins and expanding existing client relationships, and seven
acquisitions completed during the year. Profitability slightly
reduced due to lower gross margins and larger-than-expected
exceptional costs, although overall earnings increased strongly,
with adjusted EBITDA of GBP101 million for the year. Cash flow
generation was somewhat weaker than originally anticipated, eroded
by working capital headwinds and financing transaction costs, and
debt to EBITDA closed at 4.1x on an S&P Global Ratings-adjusted
basis (we do not net off the group's GBP301 million cash balances
from our debt calculation).

"We believe the group will continue to increase revenue, earnings,
and free cash flows strongly in 2022-2023, leading to deleveraging.
In our view, S4 Capital's focus on fast-growing and increasingly
complex digital advertising and new business wins will allow it to
expand organically, ahead of the overall advertising industry and
despite a weakening macroeconomic environment. We forecast the
group's revenue will increase organically by 20% in 2022, and about
15% in 2023. Contribution from new acquisitions (on which we
forecast S4 Capital will spend about GBP150 million per year) will
further support topline growth, resulting in overall revenue growth
of about 25% in 2022 and 2023. We anticipate its EBITDA margin will
improve to about 16% in 2022 and 16%-17% in 2023 from 14.6% in
2021, as exceptional expenses fall and new contract wins outpace
growth in its cost base. This forecast includes our assumption of
high wage inflation and investment in new hires (mostly in
creative, commercial, and central roles)." This should lead to free
operating cash flow (FOCF) of GBP50 million-GBP60 million in 2022
and GBP75 million-GBP100 million in 2023, and a reduction in debt
to EBITDA toward 3x in 2022 (down from 4.1x in 2021).

Financial policy will remain a key ratings consideration. An
important part of S4 Capital's growth strategy is centered around
acquisitions, generally funded with similar portions of cash and
shares. This allows the group to maintain a relatively modest
financial debt burden, despite its significant investment needs.
S&P said, "In our view, the group shows sound fundamentals over the
ratings horizon, but we believe S4 Capital could need additional
external funding if it were to pursue larger targets, which would
lead to higher leverage than we currently forecast. S4 Capital's
current financial policy allows the group to temporarily increase
leverage to a maximum of 1.5x-2.0x net debt to EBITDA to
accommodate acquisitions, which translates into S&P Global
Ratings-adjusted leverage of 4.5x-5.0x, well above our expectations
for the current rating. That said, we expect such an increase would
be only temporary, as our forecast of earnings growth should lead
to progressive deleveraging thereafter."

S&P said, "The stable outlook reflects that we expect S4 Capital to
continue to expand rapidly organically and through bolt-on
acquisitions over the next 12 months, despite the deterioration in
macroeconomic conditions. As a result, we expect that its S&P
Global Ratings-adjusted EBITDA margin will improve to about 16% in
2022 and debt to EBITDA will decline toward 3x, and funds from
operations (FFO) to debt will remain at 25%-30%. The stable outlook
also reflects that we anticipate that the group will build a track
record of stronger internal controls, risk management, and
financial reporting."

S&P could lower the rating if:

-- S4 Capital's operating performance falls materially below its
base case due to weaker macroeconomic conditions and a slowdown in
advertising spending, translating into weaker profitability and
credit metrics, with S&P Global Ratings-adjusted leverage
increasing to and remaining above 4x for a prolonged period and FFO
to debt below 20%;

-- Its financial policy becomes more aggressive than S&P currently
expects, with sizable debt-funded acquisitions or shareholder
remuneration; or

-- The group fails to achieve stronger governance and internal
controls, leading to further accounting issues or poor
communication with key stakeholders.

S&P could raise the ratings if:

-- S4 Capital continues to gain scale, business diversity, and
track record within the digital advertising space, and wins large
contracts, while expanding organically and smoothly integrating
acquisitions; and

-- S&P Global Ratings-adjusted debt to EBITDA declines well below
3x, FFO to debt is above 30%, and the company generates
substantially positive FOCF on a sustainable basis.

An upgrade would also hinge on S&P's view of S4 Capital's financial
policy supporting the improved credit metrics, with limited
prospects of releveraging through debt-funded acquisitions or
material shareholder distributions.

Environmental, Social, And Governance

E-2, S-2, G-4

S&P said, "Governance factors are a negative consideration in our
credit rating analysis of S4 Capital. We believe the group has
lacked transparency in communicating the delay of its 2021 annual
accounts, although we note the audited results carried no material
restatement to the group's figures. In addition, in our view,
executive chairman and founder Sir Martin Sorrell has a significant
degree of control over decision-making at the group that is not
offset by an independent board of directors. Sir Martin owns 10% of
the group's listed shares and has a special class B share that
provides him with enhanced rights."


TOGETHER ASSET 2022-2ND1: DBRS Gives Prov. B Rating on F Notes
--------------------------------------------------------------
DBRS Ratings Limited assigned provisional ratings to the following
classes of notes to be issued by Together Asset Backed
Securitization 2022-2ND1 plc (TABS 22-2ND1 or the Issuer):

-- Class A Loan note at AAA (sf)
-- Class B notes at AA (sf)
-- Class C notes at A (low) (sf)
-- Class D notes at BBB (sf)
-- Class E notes at BB (low) (sf)
-- Class F notes at B (sf)

The provisional rating on the Class A Loan note addresses the
timely payment of interest and the ultimate repayment of principal
on or before the final maturity date in February 2054. The
provisional ratings on the Class B, Class C, Class D, Class E, and
Class F notes address the timely payment of interest once most
senior and the ultimate repayment of principal on or before the
final maturity date.

DBRS Morningstar does not rate the Class X or Class Z notes or the
residual certificates.

The provisional ratings are based on information provided to DBRS
Morningstar by the Issuer and its agents as of the date of this
press release. These ratings will be finalized upon review of the
final version of the transaction documents and of the relevant
opinions. If the information therein were substantially different,
DBRS Morningstar may assign different final ratings to the notes.

The transaction will be a securitization of residential mortgages
originated by Together Personal Finance Limited, Together
Commercial Finance Limited, and Blemain Finance Limited, each of
which belongs to the Together Group of companies. The asset
portfolio comprises second-lien owner-occupied (OO) and buy-to-let
(BTL) mortgages secured by properties in the UK. The originators
will be the servicers of the respective loans they have originated.
To maintain servicing continuity, BCMGlobal Mortgage Services
Limited will be appointed as the backup servicer.

The Issuer is expected to issue seven tranches of collateralized
mortgage-backed securities (the Class A Loan note, the Class B,
Class C, Class D, Class E, Class F, and Class Z notes) to finance
the purchase of the initial portfolio. Additionally, the Issuer is
expected to issue one class of noncollateralized notes, the Class X
notes, the proceeds of which the Issuer will use to fully fund the
liquidity reserve fund (LRF) at closing.

The transaction is structured to initially provide 26.5% of credit
enhancement to the Class A Loan note. This includes subordination
of the Class B to Class Z notes.

The LRF will be available to cover shortfalls in senior fees,
senior swap payments, and interest shortfalls on the Class A Loan
note following the application of revenue funds. On the closing
date and prior to the full redemption of the Class A Loan note, the
required amount will be equal to 1.5% of the Class A Loan note's
balance as of closing. Any excess will be released as part of the
available revenue funds through the revenue priority of payments.
The reserve target amount will become zero once the Class A Loan
note is redeemed in full and any excess will become part of the
available revenue funds.

Principal can be used to cure any shortfalls of senior fees or
unpaid interest payments on the most-senior class of the Class A to
Class F notes outstanding after using revenue funds and the LRF
reserves. Any use will be recorded as a debit in the principal
deficiency ledger (PDL). The PDL comprises seven subledgers that
will track the principal used to pay interest, as well as realized
losses, in a reverse-sequential order that begins with the Class Z
subledger.

On the interest payment date in May 2026, the coupon due on the
notes will step up and the notes may be optionally called. The
notes must be redeemed for an amount sufficient to fully repay
them, at par, plus pay any accrued interest.

As of April 30, 2022, the provisional portfolio consisted of 4,636
loans with an aggregate principal balance of GBP 349.8 million.
Approximately 73.7% of the loans by outstanding balance were OO
mortgages, 35.6% of which were paid on an interest-only (IO) basis
with principal repayment concentrated in the form of a bullet
payment at the maturity date of the mortgage. The remaining 26.3%
of the loans by outstanding balance were BTL loans, 19.1% of which
were paid on an IO basis.

The mortgages are high yielding, with a weighted-average (WA)
coupon of 6.76% and a WA seasoning of 35.5 months. The WA original
loan-to-value (LTV) ratio is 60.5%, with 0.1% of the loans that
have an original LTV higher than 80%. The DBRS
Morningstar-calculated WA indexed current LTV of the portfolio was
59.3%, with no loans that have an indexed current LTV higher than
80%.

Furthermore, 72.9% of the loans were granted to self-employed
borrowers and 8.6% of the mortgage portfolio by loan balance have
prior county court judgements relating to the primary borrower. As
of the provisional cut-off date, no loans have been in arrears for
longer than three months.

The majority of loans in the portfolio (68.4%) pay floating-rate
interest linked to a standard variable rate (SVR) set by the
Together Group. The remaining 31.6% of the portfolio are fixed-rate
loans with a compulsory switch to floating rate after the end of
the teaser period in two to five years. Once they switch to
floating rate, the loans will be indexed to the Together managed
rate plus a margin. The interest on the notes is calculated based
on the daily compounded Sterling Overnight Index Average (Sonia),
which gives rise to interest rate risk. The basis risk mismatch
will remain unhedged.

The Issuer is expected to enter into a fixed-to-floating swap with
Natixis to mitigate the fixed interest rate risk from the mortgage
loans and Sonia payable on the notes. The Issuer will pay a swap
rate equivalent to [*%] per annum and will receive the Sonia rate
over a scheduled notional. Based on DBRS Morningstar's private
ratings on Natixis, the downgrade provisions outlined in the
documents, and the transaction structural mitigants, DBRS
Morningstar considers the risk arising from the exposure to Natixis
to be consistent with the ratings assigned to the notes as
described in DBRS Morningstar's "Derivative Criteria for European
Structured Finance Transactions" methodology.

Monthly mortgage receipts are deposited into the collections
account at National Westminster Bank Plc and held in accordance
with the collection account declaration of trust. The funds
credited to the collection account are swept within two business
days to the Issuer's account. The collection account declaration of
trust provides that interest in the collection account is in favor
of the Issuer over the seller. DBRS Morningstar considers the
commingling risk to be mitigated by the collection account
declaration of trust and the regular sweep of funds. If the
collection account provider is downgraded below BBB (low), the
collection account bank will be replaced by an appropriately rated
bank within 60 calendar days.

Elavon Financial Services DAC, UK Branch (Elavon-UK) is the account
bank in the transaction and will hold the Issuer's transaction
account, the LRF, and the swap collateral account. The transaction
documents stipulate that, in the event of a breach of DBRS
Morningstar's rating level of "A", the account bank will be
replaced by, or obtain a guarantee from, an appropriately rated
institution within 30 calendar days. Based on DBRS Morningstar's
private rating on Elavon-UK, the replacement provisions, and the
investment criteria, DBRS Morningstar considers the risk arising
from the exposure to Elavon-UK to be consistent with the ratings
assigned to the rated notes as described in DBRS Morningstar's
"Legal Criteria for European Structured Finance Transactions"
methodology.

DBRS Morningstar based its ratings on a review of the following
analytical considerations:

-- The transaction's capital structure and form and sufficiency of
available credit enhancement.

-- The credit quality of the mortgage portfolio and the ability of
the servicer to perform collection and resolution activities. DBRS
Morningstar calculated the probability of default (PD), loss given
default (LGD), and expected loss outputs on the mortgage portfolio,
which DBRS Morningstar uses as inputs into the cash flow tool. DBRS
Morningstar analyzed the mortgage portfolio in accordance with its
"European RMBS Insight: UK Addendum".

-- The ability of the transaction to withstand stressed cash flow
assumptions and repay the Class A Loan note and the Class B, Class
C, Class D, Class E, and Class F notes according to the terms of
the transaction documents.

-- The structural mitigants in place to avoid potential payment
disruptions caused by operational risk, such as a downgrade, and
replacement language in the transaction documents.

-- DBRS Morningstar's sovereign rating on the United Kingdom of
Great Britain and Northern Ireland at AA (high) with a Stable trend
as of the date of this press release.

-- The consistency of the transaction's legal structure with DBRS
Morningstar's "Legal Criteria for European Structured Finance
Transactions" methodology and the presence of legal opinions
addressing the assignment of the assets to the Issuer.

DBRS Morningstar analyzed the transaction structure using Intex
DealMaker, considering the default rates at which the rated notes
did not return all specified cash flows.

Notes: All figures are in British pound sterling unless otherwise
noted.


TOOGOOD INT'L: Enters Administration, Seeks Buyer for Business
--------------------------------------------------------------
Hannah Baker at BusinessLive reports that a family-owned transport,
trucking and railroad company in Bristol has collapsed into
administration.

Pucklechurch-based Toogood International Transport and Agricultural
Services appointed Mark Boughey and Mike Field of business advisory
firm Mazars as administrators on June 21, BusinessLive relates.

The business has ceased to trade and all staff have been made
redundant, BusinessLive discloses.  The firm employed around 10
staff, according to Companies House records.

According to BusinessLive, the administrators are now seeking a
buyer for all or part of the company's business and assets.

Toogood was established in 2006, and operated a warehousing and
office facility near the city.  The business was also the primary
shirt sponsor of the Bristol Bears Rugby Club.

According to BusinessLive, Mazars said the company appointed
administrators after struggling with a "very difficult trading
environment" following Brexit and the Covid-19 pandemic.  The
administrators, as cited by BusinessLive, said more recently, a
loss of international freight business, ongoing driver shortages
and the increases in fuel prices caused the business to "suffer
losses" and experience "significant" cash flow issues.



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

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

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