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

                          E U R O P E

          Thursday, May 25, 2023, Vol. 24, No. 105

                           Headlines



G E R M A N Y

DEUTSCHE LUFTHANSA: Moody's Hikes CFR & Sr. Unsecured Notes to Ba1


I R E L A N D

SIGNAL HARMONIC I: Fitch Assigns 'B-(EXP)' Rating on Cl. F Notes


N E T H E R L A N D S

CELESTE BIDCO: Moody's Affirms B2 CFR & Alters Outlook to Negative
CREDIT EUROPE: Moody's Alters Rating Outlook to Stable


S P A I N

BBVA CONSUMER 2020-1: S&P Affirms 'BB+' Rating on Cl. E-Dfrd Notes
ROOT BIDCO: Moody's Affirms 'B2' CFR & Alters Outlook to Negative


U N I T E D   K I N G D O M

5 CHURCHILL: FTI Consulting Tapped to Oversee Administration
DEAD VIBEY: Enters Administration, 79 Jobs Affected
DOWSON PLC 2021-2: Moody's Ups Rating on GBP18.6MM E Notes to Ba2
DUECE MIDCO: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
KITCHENS PLUS: Bought Out of Administration by Sister Company

ME CONSTRUCTION: Goes Into Administration, Owes Nearly GBP4-Mil.
METRO BANK PLC: Fitch Hikes LongTerm IDR to 'B+', Outlook Stable
MOTION MIDCO: New Sr. Secured Notes No Impact on Moody's 'B3' CFR
MOTION MIDCO: S&P Hikes ICR to 'B' on Increased Revenue Visibility
WARWICK FINANCE: S&P Affirms 'B+(sf)' Rating on Cl. E-Dfrd Notes

[*] UK: England and Wales Business Insolvencies Up in March 2023

                           - - - - -


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G E R M A N Y
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DEUTSCHE LUFTHANSA: Moody's Hikes CFR & Sr. Unsecured Notes to Ba1
------------------------------------------------------------------
Moody's Investors Service has upgraded the corporate family rating
and probability of default rating of Deutsche Lufthansa
Aktiengesellschaft (Lufthansa or the company) by one notch to Ba1
from Ba2 and Ba1-PD from Ba2-PD respectively. Concurrently the
rating agency has upgraded Lufthansa's senior unsecured ratings to
Ba1 from Ba2 and its senior unsecured MTN program rating to (P)Ba1
from (P)Ba2. The outlook on all ratings remains stable.

RATINGS RATIONALE

The upgrade of Lufthansa's CFR has been prompted by a very swift
deleveraging path over the last 12 months supported by a strong
traffic recovery, a strong yield environment and an adjusted debt
reduction (both from a lower pension deficit and gross debt
repayments). Credit metrics of Lufthansa improved markedly as
illustrated by a Moody's adjusted gross debt/EBITDA moving from a
negative number in 2021 to 4.4x at fiscal year end 2022 and 4.2x as
per LTM March 2023. Credit metrics of Lufthansa are now
commensurate with a Ba1 rating also taking into account the
company's more comfortable liquidity position than pre-pandemic
with cash / revenue of around 25% at year-end 2022 versus below 10%
at the end of fiscal year 2019.

Moody's expect 2023 to be a strong year for Lufthansa's passenger
airlines business with a continued improvement in traffic and a
strong yield environment with no signs that inflationary pressures
will weigh on unit pricing. The concerns Moody's had in H2 2022
that the strong yield environment would weaken in 2023 as a result
of a weakening consumer sentiment in the aftermath of the invasion
of Ukraine and the gas crisis in Europe has not materialised.
Passenger yields in Q1 2023 were around 20% above pre-pandemic
levels and Lufthansa has publicly indicated that yields for Q2 23
will be 25% above pre-pandemic levels. Moody's expect yields for
the peak summer season to remain very strong as capacity is
constrained and demand is very firm. Cargo yields have come down
from record levels but remain 60% above pre-pandemic levels.

The rating action is also supported by Lufthansa's commitment to
continue improving its credit profile through operational
improvements and debt reduction. Lufthansa will continue to sell
assets (Lufthansa AirPlus Servicekarten GmbH and minority stake in
MRO division Lufthansa Technik AG) to support its objective. The
Ba1 rating incorporates the expectation that latest improvements in
performance and capital structure are sustainable and can be
maintained accordingly. With Lufthansa seeking to lock in its net
pension deficit at around EUR2 billion will remove volatility in
its capital structure and is therefore supportive of the rating.

RATIONALE FOR THE STABLE OUTLOOK

The stable outlook is underpinned by Moody's expectation that
Lufthansa will continue to benefit from a recovery in passenger
traffic and a strong yield environment for its passenger business
whilst its cargo business will still post a EUR500 million adjusted
EBIT in 2023. The stable outlook also encompasses the expectation
that Lufthansa will maintain its prudent financial policy and focus
on deleveraging.

LIQUIDITY

Lufthansa's liquidity position is strong. The company had
approximately EUR8.4 billion of cash on balance sheet at March 30,
2023 and full availability under its EUR2.0 billion
sustainability-linked revolving credit facility. Total liquidity
(excluding credit lines) accounts for around 24% of LTM March 2023
revenue. This compares to EUR3.4 billion of cash (unused credit
lines of EUR800mio) as per December 2019 or 9.3% of revenue
(excluding credit lines) at that time. The company generated a
Moody's adjusted FCF of EUR2.1 billion for the LTM to March 2023.
Lufthansa has established a new liquidity corridor of EUR8 billion
to EUR10 billion, which is materially higher than pre-pandemic.
Lastly, Lufthansa has a well spread maturity profile.

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

Positive pressure would build on Lufthansa's rating if its gross
debt/EBITDA would move towards 3.0x, its operating profit margin
would trend towards 8% and the company would maintain a
conservative financial policy and strong liquidity.

On the contrary an interruption in the traffic recovery leading to
a gross debt/EBITDA of Lufthansa staying sustainably above 4.0x, an
EBIT margin dropping below 5%, and a deterioration in the company's
liquidity profile could lead to negative pressure on the ratings.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Passenger
Airlines published in August 2021.

COMPANY PROFILE

Deutsche Lufthansa Aktiengesellschaft, headquartered in Cologne,
Germany, is the leading European airline in terms of revenue.
During the 12 months ended March 2023, it generated revenue of
EUR34.8 billion and a Moody's adjusted EBITDA of EUR4.1 billion.

The company's revenue is derived principally from three business
segments: Passenger Airlines (Lufthansa German Airlines, Swiss,
Austrian Airlines, Brussels Airlines and low cost airline
Eurowings); Logistics, a cargo provider focusing on the
airport-to-airport business; MRO, a supplier of maintenance, repair
and overhaul services for civil aircraft.

As of December 2022, Lufthansa carried 101.8 million passengers on
826,379 flights. Pre-pandemic the route network of the company's
Network Airlines comprised around 273 destinations in 86 countries.
At the end of 2022, the company's fleet consisted of 710 aircraft,
with an average age of 13.1 years.




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I R E L A N D
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SIGNAL HARMONIC I: Fitch Assigns 'B-(EXP)' Rating on Cl. F Notes
----------------------------------------------------------------
Fitch Ratings has assigned Signal Harmonic CLO I DAC expected
ratings.

The final ratings are contingent on the receipt of final documents
that are in line with the documents received for the expected
ratings analysis.

   Entity/Debt        Rating        
   -----------        ------        
Signal Harmonic
CLO I DAC

   A              LT AAA(EXP)sf Expected Rating
   B              LT AA(EXP)sf  Expected Rating
   C              LT A(EXP)sf   Expected Rating
   D              LT BBB(EXP)sf Expected Rating
   E              LT BB-(EXP)sf Expected Rating
   F              LT B-(EXP)sf  Expected Rating
   Subordinated   LT NR(EXP)sf  Expected Rating

Signal Harmonic CLO I 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 EUR325
million. The portfolio is actively managed by Signal Harmonic
Limited and Signal Capital Partners Limited. The collateralised
loan obligation (CLO) has a 4.1-year reinvestment period and an
eight-year weighted average life (WAL).

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B' and 'B-'. The Fitch
weighted average rating factor (WARF) of the identified portfolio
is 24.74.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch weighted
average recovery rate (WARR) of the identified portfolio is
63.13%.

Diversified Portfolio (Positive): The transaction has one matrix
effective at closing corresponding to the 10-largest obligors at
20% of the portfolio balance and one fixed-rate assets limit at 5%
of the portfolio. There will be one forward matrix corresponding to
the same top 10 obligors and fixed-rate assets limits, which will
be effective one-year post closing, provided that the aggregate
collateral balance (defaults at Fitch-calculated collateral value)
will be at least at the reinvestment target par balance.

The transaction also includes various concentration limits,
including the 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 4.1-year
reinvestment period and includes reinvestment criteria similar to
those of other European transactions. Fitch's analysis is based on
a stressed 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 portfolio analysis is 12 months less than the WAL
covenant, to account for structural and reinvestment conditions
post-reinvestment period, including the over-collateralisation and
Fitch 'CCC' limitation tests, and a WAL test that steps down
gradually. Fitch believes these conditions would reduce the
effective risk horizon of the portfolio during the stress period.

Class F Delayed Issuance (Neutral): In Fitch's view, the sale of
the F tranche would reduce available excess spread by the class F
interest amount to cure the reinvestment over-collateralisation
test. Consequently, Fitch has modelled the deal assuming the
tranche is issued on the issue date at the maximum spread to
reflect the maximum stress the transaction could withstand if that
occurs.

RATING SENSITIVITIES

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

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

Based on the identified portfolio, downgrades may occur if the loss
expectation is larger than initially assumed, due to unexpectedly
high levels of default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the stressed portfolio, the class B, D and E notes have a cushion
of two notches, the class C notes one notch, and the class F notes
five notches.

Should the cushion between the identified portfolio and the
stressed portfolio be eroded due to manager trading or negative
portfolio credit migration, a 25% increase of the mean RDR across
all ratings and a 25% decrease of the RRR across all ratings of the
stressed portfolio would lead to downgrades of up to four notches
for the notes.

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

A 25% reduction of the mean RDR across all ratings and a 25%
increase in the RRR across all ratings of the Fitch-stressed
portfolio would lead to upgrades of up to five notches, except for
the 'AAAsf' rated notes, which are at the highest level on Fitch's
scale and cannot be upgraded.

DATA ADEQUACY

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

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




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

CELESTE BIDCO: Moody's Affirms B2 CFR & Alters Outlook to Negative
------------------------------------------------------------------
Moody's Investors Service has affirmed the B2 corporate family
rating and B2-PD probability of default rating of Celeste BidCo
B.V. (Affidea or the company). Moody's has also affirmed the B2
instrument rating on Affidea's EUR150 million senior secured
multi-currency revolving credit facility (RCF) and Affidea's senior
secured term loan, which is currently in the process of being
upsized to EUR750 million, from EUR600 million. The additional
senior secured term loan proceeds are expected to be used by the
company to fund future acquisitions. The outlook on all ratings has
been changed to negative from stable.

"The rating action reflects the weakening of Affidea's financial
profile following the increase in debt as well as the higher cost
of financing following the recent increase in base interest rates"
says Fabrizio Marchesi, a Moody's Vice President-Senior Analyst and
lead analyst for Affidea. "Although Moody's expect that the company
will improve its financial metrics over the next 12-18 months,
Moody's consider there to be execution risk and there is the
possibility that FCF generation and interest coverage will remain
weaker than what is consistent with a B2 CFR" added Mr. Marchesi.

RATINGS RATIONALE

The EUR150 million add-on to Affidea's existing EUR600 million
senior secured term loan will result in an increase in leverage to
6.9x, excluding any EBITDA contribution from acquisitions made with
the proceeds, up from 5.9x, as of December 31, 2022. Although
Moody's forecasts that Affidea will reduce leverage towards 5.5x
over the course of the next 12-18 months, driven by
EBITDA-accretive acquisitions and expected organic EBITDA growth,
this deleveraging is subject to execution risk, also due to cost
pressures related to the current inflationary environment.

While Moody's forecasts that Affidea's Moody's-adjusted FCF/debt
and Moody's-adjusted EBITA/interest will improve, these metrics are
expected to remain weak at around 0-1% and 1.3-1.4x, respectively,
over the next 12-18 months, putting pressure on the company's B2
rating.

More generally, Affidea's B2 CFR continues to be supported by (1)
its position as the largest provider of advanced diagnostic imaging
(ADI) services in Europe, with leading positions in its main
markets; (2) a relatively high level of geographic diversification;
(3) favorable demand for Affidea's services, given demographic and
outsourcing trends; and (4) management's plans to continue the
consolidation of the European diagnostic imaging industry.

Concurrently, the rating is constrained by the company's (1)
limited size and scale compared to the broader healthcare services
sector; (2) relatively high fixed-cost base and significant
operating leverage; (3) significant exposure to public-sector
clients, which could potentially limit its pricing power; and (4)
the risk that management will continue to pursue an aggressive
financial policy characterized by additional debt-funded
acquisitions.

Financial policy is an important consideration for the company's
ratings. M&A has been a key pillar of Affidea's growth strategy
historically. In a regulated sector continuously subject to tariff
cuts, inorganic growth has allowed large networks to mitigate this
risk by achieving economies of scale and efficiency gains. Business
rationale, acquisition multiples and funding will be key drivers of
the ratings of Affidea going forward.

LIQUIDITY

Affidea has adequate liquidity supported by (1) EUR60 million of
cash on balance sheet as of March 31, 2023, (2) net proceeds from
the EUR150 million senior secured term loan add-on, which are
forecast to be used for acquisitions over the course of 2023 and
2024, and (3) a EUR150 million senior secured RCF, EUR35 million of
which was drawn as of March 31, 2023 (expected to be repaid using
proceeds from the planned EUR150 million senior secured term loan
add-on). The senior secured RCF has a leverage covenant set at
9.2x, which is tested if the senior secured RCF is drawn at more
than 50%.

STRUCTURAL CONSIDERATIONS

The B2 rating of the senior secured term loan and senior secured
RCF reflects their pari passu ranking, with upstream guarantees
from material subsidiaries and collateral comprising essentially
share pledges. The B2-PD PDR is in line with the CFR, reflecting
Moody's assumption of a 50% family recovery rate.

RATING OUTLOOK

The negative outlook reflects the deterioration in Affidea's
financial metrics following the EUR150 million senior secured term
loan add-on and the recent increase in financing costs due to
higher base interest rates. The outlook also reflects the execution
risk associated with Affidea improving its Moody's-adjusted
leverage to around 5.5x, and delivering Moody's-adjusted FCF/debt
of around 5%, over the next 12-18 months on a sustainable basis, as
well as the risk that the company could continue to adopt an
aggressive financial policy that could keep its financial metrics
outside of the range that is consistent with a B2 CFR.

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

Upward rating pressure is unlikely at this stage but could arise in
time if (1) Affidea delivers solid operating performance, including
the efficient integration of bolt-on acquisitions, and
significantly increases its scale, such that the company achieves
greater economies of scale and reduces its significant operating
leverage; (2) the company's Moody's-adjusted leverage ratio falls
below 4.5x on a sustained basis; (3) Affidea's Moody's-adjusted
EBITA/interest improves to around 2.5x and Moody's-adjusted
FCF/debt improves to 10%, both on a sustained basis; and (4) the
company maintains a strong liquidity profile.

The rating could be stabilised if Affidea successfully delivers
revenue and EBITDA growth such that Moody's-adjusted leverage
improves to around 5.5x and Moody's-adjusted FCF/debt improves to
around 5%, both on a sustainable basis, while maintaining adequate
liquidity.

Downward rating pressure could emerge if the company's (1)
Moody's-adjusted leverage ratio remains above 5.5x, on a sustained
basis; (2) Moody's-adjusted FCF/debt does not improve to around 5%
and Moody's-adjusted EBITA/interest remains below 1.5x, both on a
sustained basis; (3) Affidea's profitability were to deteriorate
because of regulatory developments, competitive pressure or
significant cost inflation; or (4) the company's liquidity were no
longer adequate. Negative rating pressure could also occur in the
event of large debt-financed acquisitions or distributions to
shareholders.

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Affidea is the leading, pan-European provider of advanced
diagnostic imaging (ADI), outpatient, laboratory and cancer care
services. In 2022, the company generated EUR725 million of revenue
and EUR127 million of company-adjusted EBITDA (pre-IFRS 16).


CREDIT EUROPE: Moody's Alters Rating Outlook to Stable
------------------------------------------------------
Moody's Investors Service affirmed Credit Europe Bank N.V. (CEB
NV)'s long-term deposit ratings at Ba3 and changed the outlook on
these ratings to stable from negative. The rating agency also
affirmed the bank's Baseline Credit Assessment (BCA) and Adjusted
BCA at b2, its long-term Counterparty Risk Ratings (CRR) at Ba2 and
its long-term Counterparty Risk (CR) Assessment at Ba2(cr).
Furthermore, Moody's affirmed the subordinated debt rating of B2,
the short-term deposit ratings and CRRs of Not Prime and the
short-term CR Assessment of Not Prime(cr).

RATINGS RATIONALE

The affirmation of CEB NV's long-term deposit rating of Ba3
reflects (1) the bank's BCA of b2, (2) the application of Moody's
Advanced Loss Given Failure (LGF) analysis, resulting in a very low
loss given failure and a two-notch uplift for the deposit ratings
and (3) a low probability of government support, resulting in no
uplift.

The affirmation of CEB NV's BCA reflects (1) the bank's high asset
risks including sector and geographic concentrations, (2) modest
and volatile profitability, albeit improving, (3) a moderate
capitalisation in relation to the risk profile and (4) a lack of
funding diversification mitigated by large liquidity buffers.

Moody's views CEB NV's asset quality as low and characterized by
concentrations in sectors and geographical areas which the rating
agency considers vulnerable. Problem loans represented 6.3% of
gross loans, a high level compared to domestic peers, and their
coverage by provisions was 45% at year-end 2022. The bank had
material exposures to customers in Romania, which represented 25%
of gross loans, Turkiye (12%) and other emerging markets (18%) at
year-end 2022, which Moody's views as riskier than the Dutch
economy. Its credit risk exposure to Russia and Ukraine, which have
been halved since the start of the military conflict, represented
6% and 5% of Common Equity Tier 1 capital (CET1), respectively, at
the same date. In addition, its loan portfolio encompasses
exposures to economic sectors which are particularly volatile and
sensitive to economic downturns, including the oil and gas sector
(21% of gross loans at year-end 2022), shipping and shipyards
(15%), leisure and tourism (12%) and commercial real estate (9%).
Going forward, recessionary and inflationary trends will exert
pressure on asset exposures which are largely edged towards risky
sectors and countries, in Moody's opinion.

CEB NV's profitability is low in relation to typical returns
witnessed in trade and commodity finance as well as consumer credit
activities. Net income represented 0.82% of total assets in 2022
versus 0.39% in 2021 and an average 0.44% over the last five years.
The recent improvement was mainly due to increasing net interest
margins, as the bank benefits from the rapid repricing of its
short-term lending activities while its deposit funding is still
cheap and repricing more slowly. Moody's expects the bank's net
interest margins and overall profitability to continue to benefit
from this more favourable interest rate environment in the next
12-18 months.

Nonetheless, the bank's modest profitability provides limited
capacity to absorb any material increase in credit losses,
especially in view of the credit concentrations in high-risk
sectors. Capitalisation is moderate in relation to this risk
profile, despite a high CET1 ratio of 15.2% and high regulatory
Tier 1 leverage ratio of 11.5% at year-end 2022. Nonetheless, the
bank has regularly benefitted from capital support from its parents
FIBA Holding A.S. (FIBA) and FINA Holding A.S in the past. After a
long period of full profit retention, the bank resumed dividend
distribution in 2022 with a pay-out ratio of 100% for 2021 and 53%
proposed for 2022.

Lastly, CEB NV funds itself essentially through online retail
deposits raised in Germany and the Netherlands. As a result, its
funding profile lacks market access and diversification.
Nonetheless, most of the deposits are covered by the Dutch deposit
guarantee scheme, which limits their sensitivity to reputational
risk to a certain degree. In addition, the bank maintains a large
liquidity portfolio, about half made of cash and representing 39%
of tangible assets as of year-end 2022, which amply mitigates the
risk of deposit outflows.

CHANGE OF OUTLOOK TO STABLE FROM NEGATIVE

Moody's changed the outlook on CEB NV's long-term deposit rating to
stable from negative, reflecting two years of low credit losses
since the end of the Covid pandemic and the start of the Ukraine
military conflict. Although asset risks are high, they have been
decreasing in recent years, as illustrated by a cost of risk
averaging 39 basis points (bps) over the last five years compared
to an average of 151 bps over the last ten years. The cost of risk
was only 11 bps in 2022 and -16 bps in 2021, a sign of the
progressive refocusing of the bank on short-term trade and
commodity finance and Romanian consumer credit and its ability to
navigate through the Covid pandemic and Ukraine military conflict
without incurring significant credit losses to date. In addition,
the outlook change to stable also reflects Moody's expectation that
rising interest rates will continue benefiting the bank's net
interest margins and profitability.

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

CEB NV's BCA and long-term ratings could be upgraded if the bank's
asset risk profile, capitalisation and profitability improve over
time.

CEB NV's BCA and long-term ratings could be downgraded if a
deteriorated macro environment were to result in a further increase
in asset risk and capital depletion. The long-term ratings could
also be downgraded if the buffer of subordinated instruments were
to shrink.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in July 2021.




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S P A I N
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BBVA CONSUMER 2020-1: S&P Affirms 'BB+' Rating on Cl. E-Dfrd Notes
------------------------------------------------------------------
S&P Global Ratings raised to 'A (sf)' from 'A- (sf)' and to 'A-
(sf)' from 'BBB+ (sf)' its credit ratings on BBVA Consumer Auto
2020-1 Fondo de Titulizacion's class C-Dfrd and D-Dfrd notes,
respectively. At the same time, S&P affirmed its 'AA (sf)', 'A-
(sf)', and 'BB+ (sf)' ratings on the class A, B-Dfrd, and E-Dfrd
notes, respectively.

S&P's ratings address the timely payment of interest and the
ultimate payment of principal for the class A notes and the
ultimate payment of interest and principal on the other rated
notes. Interest payments on the class B-Dfrd to E-Dfrd notes cannot
be deferred once that class of notes becomes the most-senior
outstanding.

The rating actions follow S&P's review of the transaction's
performance since closing and the application of its criteria.

The transaction has been amortizing since January 2022. It is
amortizing on a pro rata basis. Credit enhancement is available in
the form of subordination on the class A to E-Dfrd notes. The
reserve fund provides liquidity support on the class A to C-Dfrd
notes, and, once the class A to C-Dfrd notes are redeemed, is
available immediately in the waterfall for both liquidity and
credit support.

S&P said, "Accordingly, we have lowered our gross loss base-case
assumptions to 4.12%. We have applied multiples of 4.6x at the
'AAA' rating level, similar to what we applied at our previous
review.

"Based on the current recoveries, in our cash flow analysis we have
applied a recovery rate of 40% with a 45% haircut at a 'AAA' rating
level. This equates to a 22% stressed recovery rate at the 'AAA'
rating level. We have maintained the recovery lag from 24 months at
closing."

  Credit assumption summary ('AAA')

                                    CURRENT REVIEW  CLOSING REVIEW

  Base-case cumulative
  rate assumption (%)                    4.12           5.00

  Remaining losses applied
  in S&P's analysis (%)                  5.01           5.00

  Stress multiple (X)                    4.6            4.8

  Stressed cumulative recovery* (%)      22             20

  Stressed net loss (%)                  18.0           19.2

*100% of recoveries are realized 24 months after default.

S&P said, "Our cash flow analysis indicates that the available
credit enhancement for the class A and B-Dfrd notes in this
transaction is sufficient to withstand the credit and cash flow
stresses that we apply at the 'AA' and 'AA-' rating levels,
respectively. Therefore, we have affirmed our 'AA (sf)' and our 'A-
(sf)' rating on the class A and B-Dfrd notes, respectively.

"Our analysis also indicates that the available credit enhancement
for the class C-Dfrd and D-Dfrd notes is commensurate with the
credit and cash flow stresses that we apply at the 'A' and 'A-'
rating levels, respectively. Therefore, we have raised to 'A (sf)'
from 'A (sf)' and to 'A- (sf)' from 'BBB+ (sf)', our ratings on the
class C-Dfrd and D-Dfrd notes, respectively.

"Our analysis indicates that the available credit enhancement for
the class E-Dfrd notes is commensurate with a rating higher than
that currently assigned. However, we have limited our upgrade based
on their overall credit enhancement and their position in the
waterfall. In addition, the most junior tranche is expected to have
a longer duration than the senior tranches, meaning it is more
vulnerable to tail-end risk. Therefore, we have affirmed our 'BB+
(sf)' rating on the class E-Dfrd notes.

"Although the structure pays pro rata from the start of
amortization, it incorporates a sequential redemption event which,
once breached, is irreversible. We have considered additional tests
under cash flow analysis, simulating back-loaded defaults to assess
the effect of concentrated defaults later in the life of the
transaction and a later recession. to simulate the effect of pro
rata amortization under the notes.

"We are no longer stressing commingling risk as we believe that in
a resolution scenario a bail-in would be a credible strategy and
borrowers would continue to make payments to the collection account
held by BBVA. Therefore, we consider commingling risks during the
notification period to be mitigated. Commingling risk during the
accumulation period is also mitigated, in our view, given the daily
transfer of collections to the transaction account.

"Counterparty and legal risks continue to be adequately mitigated,
in our view, and do not constrain our ratings on the notes."

BBVA Consumer Auto 2020-1 securitizes a portfolio of Spanish auto
loans that BBVA originated. The underlying assets are monthly
paying fixed-rate auto loans to the BBVA's private customers base,
resident in Spain.


ROOT BIDCO: Moody's Affirms 'B2' CFR & Alters Outlook to Negative
-----------------------------------------------------------------
Moody's Investors Service changed the outlook on Root Bidco
S.a.r.l. (Rovensa or the company) to negative from stable.
Concurrently, Moody's affirmed Rovensa's B2 corporate family
rating, B2-PD probability of default rating and the B2 ratings for
the senior secured bank credit facilities.

RATINGS RATIONALE

The negative outlook reflects Rovensa's highly leveraged capital
structure, with Moody's-adjusted gross leverage of above 8x
(excluding funding and earnings contribution for its two latest
acquisitions) for the last twelve months ended December 2022, and
Moody's expectation for a delayed deleveraging trajectory compared
to Moody's previous estimates. The negative outlook balances the
uncertain pace and degree of credit metrics recovery to levels
commensurate for its B2 rating and the favourable demand
fundamentals supported by Rovensa's focus on more sustainable
agricultural solutions.

Rovensa's management adjusted EBITDA (excluding its two latest
acquisitions) for the first half of fiscal year 2023 declined to
EUR20 million from EUR33 million during the year-earlier period,
mainly because of lower volumes and higher costs (including higher
personnel spending to support future revenue growth). The company
attributes lower volumes mainly to a delay in sales order patterns
(declining stocks in distributors given lower supply chain
disruption events and higher interest rates) and adverse weather
conditions in some countries (for example, drought in Spain). The
EBITDA decline resulted in a company-defined net leverage of 6x
(excluding funding and earnings contribution for the acquisition of
Kimek Cosmocel, S.A. de C.V.), the highest company-defined leverage
ratio since the rating assignment.

Demand for Rovensa's products is highly seasonal, and Moody's
expects significant improvements in the second half of the fiscal
year. However, the rating agency forecasts Moody's-adjusted EBITDA
to be around EUR175 million (after non-recurring items and viewed
by the company as conservative) by the end of fiscal 2024, below
previous estimates, leading to Moody's-adjusted gross leverage of
around 6.5x. As such, the company's credit metrics remain weak
relative to Moody's expectations for its B2 rating. The company's
expected leverage reduction relies largely on EBITDA growth,
leaving limited buffer for operational underperformance. The
aforementioned leverage metrics include the rating agency's
standard adjustments (including non-recourse factoring).

The company partly hedged its interest rate risk by using several
interest rate caps. Despite its hedging instruments, Moody's
expects interest costs to increase materially over the next 12
months and estimates Moody's adjusted EBITDA interest coverage at
below 2.5x over the next 12 months (Moody's view). Besides the
short-term debt and some other debt items, Rovensa's main debt
maturity occurs in 2027 when the EUR520 million and EUR387 million
senior secured term loans mature.

The company has also a mixed track record of free cash flow (FCF)
generation over the past several years mainly caused by working
capital investments, investments into growth initiatives and
non-recurring costs (mostly due to integration of acquisitions).
Year-to-date December, the company generated negative free cash
flow of around EUR90 million, impacted by a negative working
capital outflow of around EUR73 million. Seasonal working capital
use is highest in the first half of the fiscal year as the bulk of
cash flow is generated in the fourth quarter. Failure to generate
meaningful positive free cash flow going forward will unfavorably
impact the credit profile.

Short-term debt amounted to around EUR150 million as of the end of
December 2022 and consists mainly of drawings under the RCF,
overdraft facilities and other working capital facilities.

The rating agency still believes that Rovensa's growth outlook
benefits from the favourable long-term fundamentals of the
agribusiness sector and the growing trends towards more sustainable
agricultural solutions, which are of strategic importance for the
group. Since 2020, the company's size increased significantly and
the company has also diversified its business profile. However, its
highly leveraged capital structure and mixed track record of free
cash flow generation were the main drivers for the negative
outlook.

OUTLOOK

The negative outlook on Rovensa's ratings reflects the weak
positioning of the rating within the B2 rating category. The
current rating positioning has very limited capacity for
operational underperformance, higher-than-expected non-recurring
items, or debt-funded acquisitions.

LIQUIDITY

Rovensa's liquidity is adequate. As of the end of December 2022,
the company had around EUR28 million in cash and cash equivalents
on balance sheet, and access to a EUR165 million committed senior
secured revolving credit facility (RCF), of which EUR83 million was
drawn. Short-term debt amounted to around EUR150 million as of the
end of December 2022 and consists mainly of drawings under the RCF
and overdraft facilities, which Moody's expect to be rolled over
and partially repaid once its working capital needs ease. In
addition, the company has access to various non-recourse factoring
agreements that are renewed annually. In a scenario where banks
would not extend their factoring programmes with the company, the
company would need alternative liquidity sources otherwise its
liquidity profile would weaken materially. In combination with the
forecast FFO, as adjusted and defined by us, these sources will be
sufficient to meet its working cash requirements, capital spending
and other cash needs.

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

Although an upgrade is unlikely given the negative outlook, Moody's
could upgrade ratings if (1) the company's Moody's-adjusted debt to
EBITDA declines well below 5.0x on a sustained basis; (2) Rovensa
builds a track record of generating consistent positive free cash;
(3) adjusted EBITDA/Interest remains above 2.5x; and (4) the
company maintains an adequate liquidity profile.

Conversely, Rovensa's ratings could be downgraded if its (1)
Moody's adjusted gross leverage remains above 6.0x; (2) Rovensa
generates sustained negative FCF or with any other deterioration of
its liquidity profile; or (3) Moody's-adjusted EBITDA interest
coverage declined below 2.0x.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemicals
published in June 2022.

COMPANY PROFILE

With dual headquarters in Madrid, Spain and Lisbon, Portugal, Root
Bidco S.a.r.l. (Rovensa) provides differentiated crop life cycle
management solutions targeted to promote sustainability in
agriculture, including bionutrition, biocontrol and crop protection
products, with a particular focus on high-value cash crops, such as
fruits and vegetables. For the last twelve months ended December
2022, the company generated revenue and company-adjusted EBITDA of
around EUR556 million and EUR112 million (excluding its latest
acquisitions). Since 2020, the company is equally owned, besides
the management stake, by Bridgepoint fund and funds managed by
Partners Group.




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

5 CHURCHILL: FTI Consulting Tapped to Oversee Administration
------------------------------------------------------------
Mark Kleinman at Sky News reports that the London building once
occupied by Bear Stearns, one of the investment banking casualties
of the 2008 banking crisis, has itself been forced to call in
administrators.

Sky News understands that the Chinese owner of 5 Churchill Place in
Canary Wharf was on May 23 in the process of seeing the 319,000
square foot building crash into insolvency proceedings.

According to Sky News, a real estate executive said that FTI
Consulting, the restructuring firm, was expected to be appointed to
oversee the administration of 5 Churchill Place Management Company
Limited.

The 12-storey building was bought by Cheung Kei Group, a Chinese
property developer, in 2017, for a reported GBP270 million, Sky
News recounts.

It was previously owned by a vehicle controlled by the businessman
Wafic Said, and before that was owned by Canary Wharf Group, on
whose estate the building sits, Sky News notes.

5 Churchill Place was occupied by Bear Stearns prior to its demise,
and then by JP Morgan, which had acquired the remnants of Bear
Stearns during the crisis of 15 years ago, Sky News states.


DEAD VIBEY: Enters Administration, 79 Jobs Affected
---------------------------------------------------
Alice Bird at Insider Media reports that administrators have been
appointed to a Newcastle-based leisure company, with nearly 80
people being made redundant.

Steven Ross and Allan Kelly of FRP Advisory were appointed as Joint
Administrators to Dead Vibey Leisure Ltd on May 15, 2023, Insider
Media relates.

The business, which operated The Hustle pub and events venue The
Loft, was placed into administration as a result of issues relating
to an ongoing investigation by the FCA, Insider Media recounts.

Both venues ceased trading upon the appointment of administrators,
and 79 employees have been made redundant, Insider Media notes.

The joint administrators are now looking to market the business and
assets for sale, and will liaise with all creditors, including
individuals who placed deposits with the group for use of the
venue, Insider Media states.


DOWSON PLC 2021-2: Moody's Ups Rating on GBP18.6MM E Notes to Ba2
-----------------------------------------------------------------
Moody's Investors Service has upgraded the ratings of six notes in
DOWSON 2021-1 PLC and Dowson 2021-2 Plc. The rating action reflects
the increased levels of credit enhancement for the affected notes
and better than expected collateral performance in DOWSON 2021-1
PLC.

Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings.

Issuer: DOWSON 2021-1 PLC

GBP29.4M Class B Notes, Affirmed Aa1 (sf); previously on Oct 5,
2022 Affirmed Aa1 (sf)

GBP23.5M Class C Notes, Upgraded to Aa1 (sf); previously on Oct 5,
2022 Upgraded to Aa3 (sf)

GBP16.2M Class D Notes, Upgraded to A2 (sf); previously on Oct 5,
2022 Upgraded to Baa2 (sf)

GBP13.1M Class E Notes, Upgraded to Ba3 (sf); previously on Oct 5,
2022 Affirmed B1 (sf)

GBP11.8M Class F Notes, Affirmed Caa2 (sf); previously on Oct 5,
2022 Affirmed Caa2 (sf)

Issuer: Dowson 2021-2 Plc

GBP281.2M Class A Notes, Affirmed Aaa (sf); previously on Oct 5,
2022 Affirmed Aaa (sf)

GBP41.4M Class B Notes, Affirmed Aa1 (sf); previously on Oct 5,
2022 Affirmed Aa1 (sf)

GBP33.1M Class C Notes, Upgraded to Aa1 (sf); previously on Oct 5,
2022 Upgraded to Aa3 (sf)

GBP22.7M Class D Notes, Upgraded to A2 (sf); previously on Oct 5,
2022 Upgraded to Baa2 (sf)

GBP18.6M Class E Notes, Upgraded to Ba2 (sf); previously on Oct 5,
2022 Affirmed Ba3 (sf)

GBP16.5M Class F Notes, Affirmed Caa1 (sf); previously on Oct 5,
2022 Affirmed Caa1 (sf)

GBP41.4M Class X Notes, Affirmed Caa2 (sf); previously on Oct 5,
2022 Affirmed Caa2 (sf)

RATINGS RATIONALE

The rating action is prompted by an increase in credit enhancement
for the affected tranches, and the decreased default probability
assumption on original balance for DOWSON 2021-1 PLC due to better
than expected collateral performance.

Increase in Available Credit Enhancement

Sequential amortization led to the increase in the credit
enhancement available in these transactions.

In DOWSON 2021-1 PLC, the credit enhancement for Classes C, D and E
Notes increased to 44.5%, 27.0%, and 12.8% from 29.7%, 18.0% and
8.6%, respectively, since the last rating action.

In Dowson 2021-2 Plc, the credit enhancement for Classes C, D and E
Notes increased to 32.5%, 19.7% and 9.3% from 22.5%, 13.7% and
6.5%, respectively, since the last rating action.

Revision of Key Collateral Assumptions:

As part of the rating action, Moody's reassessed its default
probability and recovery rate assumptions for the portfolios
reflecting the collateral performance to date.

The performance of the transactions has continued to be stable
since the last rating action, with 90 days plus arrears currently
standing at 1.5% of current pool balance in both transactions.
Cumulative defaults currently stand at 7.2% and 6.6% of original
pool balance in DOWSON 2021-1 PLC and Dowson 2021-2 Plc, with the
pool factor at 31.6% and 43.3% respectively.

For DOWSON 2021-1 PLC, the current default probability is 17% of
the current portfolio balance, which translates into a decrease of
the default probability assumption on original balance to 12.6%
from 15%. The assumption for the fixed recovery rate is 30% and the
portfolio credit enhancement ("PCE") is 40%.

For Dowson 2021-2 Plc, the current default probability assumption
is 14.5% of the current portfolio balance. Moody's maintained the
default probability assumption on original balance at 13%. The
assumption for the fixed recovery rate is 30% and the portfolio
credit enhancement is 37.5%.

Counterparty Exposure

The rating actions took into consideration the notes' exposure to
relevant counterparties, such as servicer.

Moody's considered how the liquidity available in the transactions
and other mitigants support continuity of note payments, in case of
servicer default, using the CR assessment as a reference point for
servicers. Both transactions have reserves for the Notes B, C, D, E
and F, which will be available to cover shortfalls related to the
corresponding Notes, each representing 1% of their respective
Notes. Moody's also considered in its analysis that there is no
principal to pay interest in case of shortfall. The ratings of
Class B and C Notes in DOWSON 2021-1 PLC, and the rating of Class B
Notes in Dowson 2021-2 Plc are constrained by operational risk, due
to insufficient liquidity.

The principal methodology used in these ratings was 'Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS' published in
November 2022.

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

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

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


DUECE MIDCO: Fitch Affirms LongTerm IDR at 'B', Outlook Stable
--------------------------------------------------------------
Fitch Ratings has affirmed Deuce Midco Limited's (David Lloyd
Leisure, DLL) Long-Term Issuer Default Rating (IDR) at 'B'. The
Outlook is Stable. Fitch has also affirmed Deuce Finco plc's senior
secured instrument ratings at 'B+'/'RR3'.

The 'B' IDR reflects DLL's high EBITDAR gross leverage, which Fitch
now expects to reduce to below 7.0x by 2024. The one-year delay in
deleveraging to levels consistent with the rating is due to higher
cost inflation, which Fitch expects to ease in 2024. Deleveraging
is underpinned by new sites, yield progression and cost management,
leading to solid expected profitability with the funds from
operations (FFO) margin trending towards 15%. The business is cash
generative and its forecast captures free cash flow (FCF) turning
positive in 2024, but this will depend on capital allocation.

The Stable Outlook is driven by its expectation that the company
will maintain healthy membership levels and margins even in a
recessionary environment. Fitch could revise the Outlook to
Negative on declining membership levels, weaker profitability and
larger FCF outflows eroding liquidity and delaying deleveraging
prospects as refinancing approaches, ahead of debt maturities in
2026 and 2027.

KEY RATING DRIVERS

Continued Growth: Fitch expects nearly 10% top-line growth in 2023,
supported by price increase, new club openings, and premiumisation.
Fitch believes that DLL's wealthy client base is less sensitive to
price increases and the 10% average price increase in January 2023
will have a limited impact on membership numbers overall. Fitch
anticipates that the on-going shift to premium membership
categories, following investment capex into spas, will increase the
average yield per member. Fitch also expects recovery in ancillary
revenues due to recovery in personal training, and food and
beverage revenue streams.

Its assumed yield increase of just above inflation in 2025-2026 has
limited downside risk and has scope for potential improvement,
considering the level of capex spent on improvement projects.

Profitability to Recover: Fitch has slightly lowered its 2023
EBITDA forecast to around GBP140 million. This is only a slight yoy
improvement due to inflationary cost pressures related to labour,
energy and cleaning. However, Fitch believes that the majority of
cost inflation, particularly around wages, is adequately managed
through price increases. Fitch expects profitability to recover in
2024 as the top line grows and cost pressures ease, particularly
for energy.

Fitch expects the EBITDA margin to improve to slightly above 22%,
driven by maturing clubs and improving yield, helping offset
normalised cost inflation. This will be partially offset by margin
dilution from some less profitable European clubs. Fitch has
reversed the IFRS16 impact on leases in line with its corporate
criteria. This creates a GBP21 million difference vs. IAS17 EBITDA
in 2022.

High Leverage: Fitch projects total adjusted debt/EBITDAR at around
7.2x in 2023, due to cost pressures leading to lower than expected
earnings. Fitch continues to estimate deleveraging to 6.5x in 2024,
as EBITDA improves upon higher yield from premiumisation and easing
cost pressures, particularly for energy where the hedged cost in
2023 exceeds the current cost by GBP18 million.

Disciplined Approach to Capex: Its rating case incorporates a
disciplined approach to capex, resulting in broadly neutral annual
cash flows over the next four years. This follows high capex in
2022, which materially reduced the cash balance as DLL recovered
from the pandemic. Management has the flexibility to adapt capex
due to quarterly decision making, and as a large part of capex
relates to improvement/ premiumisation projects.

Capex Normalising from 2023: Fitch anticipates capex of around
GBP100million for 2023-2025 (GBP145 million in 2022), which is
higher than its previous expectation, as Fitch believes DLL is
likely to continue to premiumise to deliver yield and differentiate
from the market. The rating case also factors in maintenance capex
at around 5% of sales, in addition to GBP15 million M&A spend for
European expansion.

Fitch continues to see execution risk associated with converting
existing members to more premium categories, despite the positive
trends so far. Revenue-accretive, cash-funded capex should aid
deleveraging once additional profits are captured, but it reduces
immediate financial flexibility.

Lower Pipeline Capex for UK Sites: DLL's strategy is to add four
sites per year, half of which is planned in the UK. DLL is looking
to finance more UK projects on a turn-key basis, versus via
pipeline capex (capex for acquiring new clubs and transformations
of acquired clubs), whereby the developer invests money upfront
(land and construction) and DLL only pays for fit-outs. Once the
site is open, it is treated as long-leasehold. This strategy will
reduce expansionary capex for UK sites, improving deleveraging
capacity. For Europe, DLL plans to acquire and transforms gyms.

Solid Operations: Fitch views DLL as a strong business benefiting
from a growing health and fitness sector and a loyal affluent
membership base that is less sensitive to economic pressures. Its
premium lifestyle offering sets DLL apart from the traditional gym
format, resulting in less direct competition and lower attrition
rates. Subscription income (around 80% of sales) is complemented
mainly by food and beverage and personal-training revenue streams.

DERIVATION SUMMARY

DLL's IDR reflects the company's niche leading position with an
affluent membership base that is less sensitive to economic
pressures.

Its closest Fitch-rated peer is Pinnacle Bidco plc (Pure Gym;
B-/Stable), one of the leading gym and fitness operators in Europe
with a value/low-cost business model, even though the companies
have very different business models. Pure Gym faces more rigorous
price competition in a more crowded market, while DLL's members are
less price-sensitive. Pure Gym is smaller by revenue, but has a
geographically more balanced portfolio following its Fitness World
acquisition, while DLL is increasing its geographic
diversification. The gym market is polarised and both companies
have been winning market share from their mid-market peers.

Due to its low-cost business model, Pure Gym operates on slightly
higher EBITDAR margins of above 40% versus around 37% for DLL
(expected figures over rating horizon). Pure Gym has a more
aggressive expansion strategy, resulting in weaker expected FCF
generation and around 1.0x higher EBITDAR leverage than DLL. Fitch
expects DLL's EBITDAR leverage to reduce to below 7.0x by 2024 and
remain at this level, although it will depend on management's
appetite for growth.

KEY ASSUMPTIONS

Fitch's Key Assumptions within its Rating Case for the Issuer:

- Membership levels to slightly increase during 2023, driven by new
site openings and maturation of new clubs balanced by attrition
following price increase and during transformation projects

- Four net new site additions per year between 2023 and 2026 (two
each in the UK and Europe)

- Average members per site slightly lower at around 5,450 due to
price increases leading to some attrition in 2023 as well as the
initial diluting impact from new and still maturing clubs

- Average yield of GBP66.5 per member in 2023, up 12% on 2022,
rising by 5% in 2024 as expected price increases help offset higher
costs, followed by slower 3.5% rise in 2025-2026

- Ancillary sales recovering to around GBP140 million in 2023 and
rising 3% annually in 2024-2026

- EBITDA margin slightly above 19% in 2023, improving towards 22%
in 2024 as inflationary cost pressures ease and are expected to be
mitigated by increase in yield, while rent increases are assumed to
be capped at 4.5%. EBITDA margins to increase gradually to above
22% by 2026 as continued yield increases offset cost inflation

- Capex in 2023 at GBP105 million primarily to fund new club
openings, premiumisation of existing sites and maintenance,
followed by around GBP100 million per year in 2024-2026

- No M&A for FY23, M&A of around GBP15 million per year from 2024
onwards; reflecting on average two European club additions per
year. Two UK club additions funded on sales & leaseback basis

- No dividends

Fitch's Key Assumptions on Recovery Ratings:

The recovery analysis assumes that DLL would be reorganised as a
going-concern (GC) in bankruptcy rather than liquidated. Fitch has
assumed a 10% administrative claim.

DLL's GC EBITDA of GBP113 million (GBP110 million previously) is
based on expected EBITDA, including contributions from new UK clubs
(Cricklewood and Bicester opened in 2022) , investment in
premiumisation and maturing existing clubs. The GC EBITDA
assumption reflects no more new club openings, lower membership
revenues amid fewer members per club, minimal 2% increase in yield,
and an EBITDA margin slightly below 2019 levels due to higher
operating spending. The GBP113 million GC EBITDA is 19% below
estimated 2023 EBITDA, and reflects Fitch's view of a sustainable,
post-reorganisation EBITDA level, upon which Fitch bases the
enterprise valuation (EV).

Fitch has applied a 6x EV/EBITDA multiple to the GC EBITDA to
calculate a post-reorganisation EV. The multiple, which is 0.5x
higher than for Pure Gym, reflects a well-invested premium estate
(long leases mainly), an established brand name and lower attrition
rate of members than budget fitness operators', expected positive
FCF generation over the rating horizon and reasonable performance
through past recessions when the estate was less well-invested.

Its approximately GBP900 million-equivalent senior secured notes
rank behind an GBP125 million super senior revolving credit
facility (RCF), which Fitch assumes to be fully drawn, but ahead of
the GBP250 million PIK instrument raised outside the restricted
group.

Its waterfall analysis generates a ranked recovery for the senior
secured notes in the 'RR3' band, indicating a 'B+' instrument
rating, one notch up from the IDR. The waterfall analysis output
percentage on current metrics and assumptions is 53% (previously:
52%).

RATING SENSITIVITIES

Factors That Could, Individually Or Collectively, Lead To Positive
Rating Action/Upgrade

Fitch does not expect positive rating action over the rating
horizon, unless business gains more scale and becomes more
diversified, with:

- EBITDAR leverage below 6.0x on a sustained basis, suggesting a
more robust underlying performance than expected, or a more
conservative financial policy;

- Operating EBITDAR fixed charge coverage, sustainably trending
towards 2.0x; or

- Positive FCF margin above 4%.

Factors That Could, Individually Or Collectively, Lead To Negative
Rating Action/Downgrade

Weaker profitability amid lower yields, higher attrition or larger
cost pressures, or higher cash outflows than incorporated in
Fitch's forecast leading to:

- EBITDAR leverage remaining above 7.0x on a sustained basis;

- EBITDAR fixed charge coverage plus rents, below 1.5x on a
sustained basis; and

- FCF margin remaining neutral to negative.

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Available liquidity amounted to around
GBP136.5 million as of end-December 2022, comprising GBP11.5
million reported cash on balance sheet and GBP125 million revolving
credit facility (RCF) availability. This is sufficient to fund the
company's investment plan with capex estimated at GBP105 million
for 2023. Fitch does not expect the RCF to be drawn during its
forecast horizon.

The larger cash outlay in 2022 was primarily to fund the company's
premiumisation prospects, as well as to make GBP44 million deferred
payments relating to the pandemic period. Fitch expects broadly
neutral cash outflow in 2023 as DLL continues with the
premiumisation of more clubs and opens four new clubs (including
one in Europe). Under the new capital structure, DLL has no
near-term maturities with its RCF maturing in 2026 and the new
senior secured notes in 2027.

ISSUER PROFILE

DLL is a premium lifestyle club operator in the UK (85% of 2022
revenues), with an expanding presence in Europe.

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.

   Entity/Debt             Rating        Recovery   Prior
   -----------             ------        --------   -----
Deuce Midco
Limited             LT IDR B  Affirmed                B

Deuce FinCo plc

   senior secured   LT     B+ Affirmed      RR3       B+


KITCHENS PLUS: Bought Out of Administration by Sister Company
-------------------------------------------------------------
Business Sale reports that a home improvement firm based in the
North East has been acquired out of administration by its sister
company.

Kitchens Plus Limited, which is based in Gateshead and also has
showrooms in Durham, North Tyneside and Hexham, fell into
administration on May 9, 2023, Business Sale relates.

According to Business Sale, in its most recent accounts, for the
year ending April 30 2021, Kitchens Plus said that it had seen a
strong recovery from the initial fallout from the COVID-19
pandemic, with the resulting boom in demand for home improvement
seeing the business report a 9.7% increase in turnover to GBP20
million, while its gross margin improved from 24% to 33%.

The firm reported post-tax profits of GBP877,061 compared to
GBP187,434 a year earlier and EBITDA increased from GBP228,929 in
2020 to GBP1.3 million, Business Sale discloses.  Amid these strong
results, the company targeted further growth, implementing a new
marketing strategy and increasing its number of showrooms across
the North East from 5 to 7, Business Sale relays.

However, the firm subsequently ran into financial difficulties in
the increasingly adverse economic environment, as it was hit by
inflationary pressures, falling demand among consumers and the
increasing cost of finance for its customers, which took a
significant toll on its trade, Business Sale states.

As a result, the company was forced to appoint Iain Nairn and
Rochelle Schofield of Leonard Curtis as joint administrators,
Business Sale notes.  With assistance from Cerberus Asset
Management and St James Square Law, the joint administrators
subsequently secured a sale of the business and assets to Kitchen
Plus' sister company Windows Plus Roofs, with all 77 of the
company's jobs transferred to the buyer under TUPE, Business Sale
discloses.

In Kitchen Plus' 2021 accounts, its fixed assets were valued at
GBP730,709 and current assets at GBP3.3 million, while the firm's
total equity amounted to GBP121,884, according to Business Sale.


ME CONSTRUCTION: Goes Into Administration, Owes Nearly GBP4-Mil.
----------------------------------------------------------------
PBC Today reports that the building specialist, ME Construction,
has gone into administration as they owe subcontractors and
suppliers close to GBP4 million.

FRP Advisory, the administrator for ME Construction, revealed
that more than 300 trade creditors were owed GBP3.8 million after
the firm went under in March 2023, PBC Today relates.

MEC Groundworks, the civil arm of ME Construction, also went into
liquidation, owing over GBP100,000 to unsecured creditors, PBC
Today discloses.  Twelve jobs were lost after the collapse of MEC
Groundworks, PBC Today notes.  Suppliers have been left with unpaid
invoices and are unlikely to receive any payment for their debts,
PBC Today states.

ME Construction was founded by Barry O'Sullivan and Dennis Bernard,
Barry O'Sullivan, and Dennis Bernard, in 2007.

According to FRP, ME Construction was affected by reduced margins
and an unsuccessful acquisition which subjected the business to
significant liabilities, PBC Today relates.  The management of the
business was impacted when managing director Sean O'Connor took an
extended period of leave following health issues, PBC Today
recounts.

Directors tried to sell the business, but the company was placed
into administration after they failed to find a bidder, according
to PBC Today.  After being placed into administration, all 23
employees were made redundant, and ME Construction ceased to trade,
PBC Today notes.

"ME Construction was trading well and had an encouraging pipeline.
But challenging circumstances for the leadership team meant that
urgent investment was needed," PBC Today quotes joint administrator
Nathan Jones. as saying

"Without any viable transaction to secure the future of the
business, trading has stopped, and we are moving towards a
wind-down of its operations," he added.


METRO BANK PLC: Fitch Hikes LongTerm IDR to 'B+', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has assigned Metro Bank Holdings PLC (Metro Bank
Holdings) a Long-Term Issuer Default Rating (IDR) of 'B', a
Short-Term IDR of 'B' and a Viability Rating (VR) of 'b'. Fitch has
also upgraded the Long-Term IDR of Metro Bank PLC (Metro Bank) to
'B+' from 'B'. The Outlooks on the Long-Term IDRs are Stable.

The upgrade reflects its view that Metro Bank's external senior
creditors benefit from resolution debt buffers that will be raised
by Metro Bank Holdings and downstreamed to Metro Bank, as the new
holding company will be the primary issuer of resolution debt.

Fitch has affirmed Metro Bank Holding's senior unsecured notes'
(ISIN: XS2063492396) long-term rating at 'B'. The notes were
originally issued as senior non-preferred notes by Metro Bank but
have now become senior unsecured obligations of Metro Bank
Holdings, where they rank pari passu with the holding company's
other senior liabilities. The notes are therefore rated in line
with Metro Bank Holdings' Long-Term IDR with a Recovery Rating of
'RR4', reflecting its expectations for average recoveries.

All other ratings, including the rating of Metro Bank's Tier 2
subordinated notes that will remain at the bank, are unaffected by
this rating action.

KEY RATING DRIVERS

Newly Established Holdco: Metro Bank Holding's Long-Term IDR is
driven by its VR. Metro Bank Holdings' VR is equalised with Metro
Bank's VR and is driven by the same considerations (see 'Fitch
Affirms Metro Bank at 'B'; Outlook Stable, dated 14 April 2023').

The establishment of Metro Bank Holdings as a holding company of
the Metro Bank group is part of a planned reorganisation to comply
with the Bank of England's requirement for a single point of entry
approach to bank resolution and to ensure structural subordination
of minimum requirement for own funds and eligible liabilities
(MREL).

Metro Bank Holdings will become the main debt-issuing entity of the
group and Fitch expects that double leverage will remain below
120%, a level at which Fitch would consider notching down Metro
Bank Holding's ratings from Metro Bank's. This is based on its
expectation that the proceeds of any future debt issued at the
holding company level will be downstreamed to its operating
subsidiaries in the form of internal notes with identical
subordination and maturity, therefore avoiding the build-up of
double leverage at the holding company level.

Rating Uplift to Opco: Metro Bank's Long-Term IDR is one notch
above its VR because Fitch expects that its external senior
unsecured creditors will benefit from the protection provided by
resolution funds to be raised and downstreamed by Metro Bank
Holdings to Metro Bank in a subordinated manner. Fitch expects the
size of the resolution buffer to be sufficient to protect the
bank's senior creditors given regulatory requirements for
resolution debt buffers.

RATING SENSITIVITIES

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

Metro Bank Holdings' ratings are primarily sensitive to a negative
change in Metro Bank's VR. Consequently, Metro Bank Holdings' main
rating sensitives are aligned with those of the opco as stated in
last rating action commentary for Metro Bank on 14 April 2023.
Metro Bank's Long-Term IDR would be downgraded by one notch to the
same level as the bank's VR if Fitch believes that the bank's
external senior creditors would no longer benefit from resolution
funds, which could be the case if the bank is no longer subject to
MREL or if it is unable to meet its MREL.

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

Metro Bank Holdings' ratings are primarily sensitive to a positive
change in Metro Bank's VR.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

Metro Bank Holding's Short-Term IDR of 'B' is driven by its
Long-Term IDR of 'B'.

Metro Bank Holding's Government Support Rating (GSR) of 'no
support' reflects Fitch's view that senior creditors cannot rely on
extraordinary support from the UK authorities in the event that it
becomes non-viable. This is due to UK legislation and regulations
that provide a framework requiring senior creditors to participate
in losses after a failure, and to the bank's low systemic
importance.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Metro Bank Holding's senior unsecured debt rating is mainly
sensitive to changes of its Long-Term IDR. The debt rating could
also be downgraded if its loss-severity expectations increase, for
example, if Metro Bank Holdings is unable to meet its MREL or if
requirements are materially reduced or removed.

An upgrade of Metro Bank Holding's GSR would be contingent on a
positive change in the sovereign's propensity to support banks,
which Fitch believes is highly unlikely in light of the prevailing
resolution regime.

VR ADJUSTMENTS

Metro Bank Holdings VR adjustments are the same as for Metro Bank
and are as stated in the last rating action commentary for Metro
Bank on 14 April 2023.

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.

   Entity/Debt                    Rating         Recovery  Prior
   -----------                    ------         --------  -----
Metro Bank
Holdings PLC    LT IDR             B  New Rating

                ST IDR             B  New Rating

                Viability          b  New Rating

                Government Support ns New Rating

   senior
   unsecured    LT                 B  Affirmed      RR4      B
   
Metro Bank PLC  LT IDR             B+ Upgrade                B

                ST IDR             B  Affirmed               B


MOTION MIDCO: New Sr. Secured Notes No Impact on Moody's 'B3' CFR
-----------------------------------------------------------------
Moody's Investors Service has said that leading global operator of
visitor attractions Motion Midco Limited's (Merlin or the company)
B3 corporate family rating and B3-PD probability of default rating
are unaffected by the planned issuance by Motion Finco S.A.R.L of
the EUR650 million backed senior secured notes. Moody's has
assigned a B2 rating to this new issuance. The B2 instrument
ratings of the backed senior secured notes issued by Merlin
Entertainment Limited and the guaranteed senior secured notes,
senior secured terms loans (tranche B) and the senior secured
revolving credit facility (RCF) issued by Motion Finco S.A.R.L are
also unaffected. Furthermore, the Caa2 instrument ratings of the
backed senior unsecured notes issued by Motion Bondco DAC are
unaffected. The outlook on all ratings is positive.

RATINGS RATIONALE

The planned transaction is largely leverage neutral with proceeds
from the issuance primarily used to fully repay the existing EUR500
million guaranteed senior secured notes due in May 2025 and the
balance used to repay senior secured borrowing. Moody's adjusted
gross debt / EBITDA as of March 31, 2023, pro forma for the planned
issuance, remains around the 7.8x level.

The new planned backed senior secured notes will have the same
ranking, security, guarantees, and covenants as the existing backed
senior secured notes.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

Governance risks taken into consideration in Merlin's credit
profile include its private-equity ownership structure that often
results in higher tolerance for leverage and a greater appetite for
M&A. Nevertheless, Moody's views Merlin's ownership structure to
have a longer investment horizon. KIRKBI, which owns c.50% of the
company, is Merlin's partner and a major investor in the company
for almost 15 years. KIRKBI has been increasingly relying on Merlin
as one of the major avenues to promote its LEGO brand and hence is
interested in Merlin's long-term development.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects Moody's expectations that the company
will sustain solid operating performance and profitability,
alongside good liquidity, leading to a further improvement in
credit metrics.

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

Moody's could upgrade the company's rating if Merlin maintains
solid operating performance and profitability leading to (1)
Moody's-adjusted Debt/EBITDA towards 7x and (2) Moody's-adjusted
EBITA / interest expense above 1.5x.

Moody's could downgrade Merlin's ratings if persistently weak
operating performance results in (1) materially weaker liquidity,
or (2) free cash flow remaining persistently negative, or (3)
leverage remaining significantly above 9x over the next 12 months
or (4) Moody's- adjusted EBITA / interest expense below 1x.

PRINCIPAL METHODOLOGY

The principal methodology used in this rating was Business and
Consumer Services published in November 2021.

PROFILE

Motion Midco Limited is the holding company for Merlin
Entertainment Limited. Merlin, which is based in Dorset, UK, is the
largest European and second-largest global operator of visitor
attractions in terms of visitor numbers in 2022. The company
operates 141 attractions in 24 countries across four continents and
generated GBP2.0 billion in revenue and Moody's adjusted EBITDA of
GBP673 million for the year ended December 31, 2022 and attracted
56.4 million visitors in 2022.

Merlin is owned by a group of investors, comprising KIRKBI (47.5%),
Blackstone (32%) and CPPIB (18%).


MOTION MIDCO: S&P Hikes ICR to 'B' on Increased Revenue Visibility
------------------------------------------------------------------
S&P Global Ratings assigned its 'B+' rating to Motion Midco's
(Merlin Entertainments) proposed notes. S&P has also raised its
long-term ratings on Merlin and intermediate holding company Motion
Midco Ltd. to 'B' from 'B-', its ratings on the outstanding senior
debt to 'B+' from 'B', and its ratings on the senior notes to
'CCC+' from 'CCC'. The recovery rating on the senior debt is '2',
indicating its rounded estimate of 70% recovery in the event of a
default.

S&P said, "The stable outlook indicates our expectation that demand
for Merlin's family-oriented attractions should remain strong for
the rest of this year, supporting S&P Global Ratings-adjusted
leverage of about 8.0x through the cycle and material free
operating cash flow (FOCF), excluding growth capital expenditure
(capex), of GBP80 million-GBP100 million for 2023.

"The benefits of Merlin's geographic diversification, multi-brand
attractions, and continued investment in new attractions during the
pandemic will support revenue growth in 2023. Additionally,
notwithstanding the recent turmoil in global banking sectors, we
forecast economic indicators will be more resilient than in
December 2022, when we last reviewed our rating on Merlin. We now
foresee slightly positive GDP growth of about 0.7% in the U.S. and
about 0.3% in the eurozone this year, up from zero previously.
Within the eurozone, we still see Germany as the weakest performer
with flat output compared to previous expectation of a 0.5%
contraction. In the U.K., we continue to anticipate that output
will contract this year by 0.5%. We now forecast Merlin to report
revenue growth of about 6% in 2023 compared with our previous
expectation of 0%-3%, with volume growth exceeding 10% in the
Midway segment with the recovery in Asia Pacific and pricing
discipline across other regions.

"Although we forecast Merlin's credit metrics to be slightly
stretched in 2023, we expect the group's weighted ratios for the
next two years to be commensurate with the 'B' rating. The group's
2022 credit metrics showed significant improvement with leverage at
7.9x (excluding shareholder loans/preference shares) compared to
more than 15x in 2021. Similarly, Merlin's FOCF (excluding capex on
new business development) remained robust last year at around
GBP130 million. We forecast Merlin's 2023 credit metrics to be
weaker than in 2022, which included a GBP30 million EBITDA uplift
from an additional week of trading and GBP35 million of government
support payments. We expect Merlin's credit metrics to be
commensurate with the 'B' rating, with leverage averaging 8.0x over
fiscal years 2023-2025, albeit slightly higher during 2023.

"The cost of refinancing the group's debt over the coming 12 months
will reveal the extent of future cash flow pressures as the group
refinances at a higher cost of debt than in 2019. Merlin's average
cost of financial debt in 2022 was 5.8%. Generally, we see
companies refinance their debt about two years before the expected
maturity date, as is the case now with Merlin refinancing its notes
due in 2025. Rising interest rates could limit the group's ability
to invest in new business development programs as the group
continues to strategically improve its geographic diversification.

"The stable outlook indicates our expectation that, despite
macroeconomic headwinds, Merlin's geographic diversification and
family-oriented attractions should support adjusted leverage of
about 8.0x through the cycle in 2023 and material FOCF exceeding 2%
of adjusted debt. We also consider that the group has materially
higher cash balances (about GBP250 million) than direct peers at
the same rating level.

"We could lower the ratings if Merlin's credit metrics were
materially lower than our base-case forecasts, resulting in an S&P
Global Ratings-adjusted leverage ratio higher than 8.5x or FOCF
(excluding growth capex) below GBP100 million for a sustained
period. This could occur, for example, if inflationary pressures
have a material impact on consumers' discretionary spending on
family attractions or higher costs result in margin deterioration
over a sustained period. Additional pressure could arise if the
group opts to undertake material debt-financed acquisitions,
engages in greenfield projects, or decides on continued shareholder
remuneration."

S&P considers a positive rating action in the next 12 months as
unlikely and contingent on a material improvement in the group's
operating environment, including visitor attendance returning
closer to the 2019 level of 67 million, sustained organic revenue
growth of about 5% beyond 2023, and continued discretionary
consumer spending in an inflationary environment. In addition, a
positive rating action will depend on Merlin's credit metrics being
better than S&P's base-case forecasts for an extended period,
including:

-- Adjusted debt to EBITDA materially below 6.5x (11.0x including
preference shares); and

-- FOCF after lease payments (excluding growth capex) to debt
approaching 5%.

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


WARWICK FINANCE: S&P Affirms 'B+(sf)' Rating on Cl. E-Dfrd Notes
----------------------------------------------------------------
S&P Global Ratings affirmed its 'AAA (sf)', 'AA+ (sf)', 'AA (sf)',
'A+ (sf)', and 'B+ (sf)' credit ratings on Warwick Finance
Residential Mortgages Number Four PLC's class A, B-Dfrd, C-Dfrd,
D-Dfrd, and E-Dfrd notes, respectively.

The affirmations reflect that while the transaction has been
amortizing sequentially, resulting in increased credit enhancement
for the outstanding notes, there has been a significant increase in
loan-level arrears and losses since S&P's previous review.

There are currently GBP644,105 of losses in the principal
deficiency ledger and cumulative losses are 0.22%. Since closing,
29 repossessions and subsequent sales have taken place, with losses
realized on 17 of these repossessions. The average loss severity is
currently 19.29%. S&P applies additional valuation haircuts in its
standard analysis given the observed loss severities from within
the transaction.

S&P said, "Loan-level arrears have increased since our previous
review and currently stand at 8.9%, up from 5.6% previously.
Arrears exceeding 90 days stand at 3.5% which is 0.4 percentage
points higher than at the previous review. Therefore, the majority
of the increase in arrears has been in the 30-60 days and 60-90
days arrears buckets. Higher levels of defaults (defined as arrears
exceeding 90 days) may materialize if the performance of the
borrowers responsible for the increase in the 30-60 days and 60-90
days arrears buckets continues to deteriorate. To capture this
risk, we have performed cash flow runs with higher levels of
defaults. Both total arrears and arrears exceeding 90 days are
currently below our U.K. nonconforming index for pre-2014
originations."

The class C-Dfrd to E-Dfrd notes began accumulating interest
shortfalls on the interest payment date (IPD) in June 2022. This
was driven by short-term basis risk and the level of basis risk has
now decreased with the interest shortfall on the class C-Dfrd
notes, including interest that accrued on this amount, being
cleared on full. As of the latest IPD, there is a GBP151,778
interest shortfall on the class D-Dfrd notes and GBP273,833
interest shortfall on the class E-Dfrd notes, with no new interest
shortfall in the period for the class D-Dfrd notes. S&P's ratings
address the ultimate payment of interest on these notes, and hence
reflect the payment of these amounts, including interest accruing
on these amounts, by legal final maturity.

S&P said, "Since our previous review, our weighted-average
foreclosure frequency (WAFF) assumptions have increased at all
rating levels driven by increased loan-level arrears and a
corresponding reduction in seasoning credit, which is not applied
to loans in arrears. The pool's weighted-average indexed current
loan-to-value (LTV) ratio has increased by 0.6 percentage points
over the same period and the weighted-average original LTV ratio
has increased by 0.1 percentage points. The increase in both the
weighted-average indexed current LTV ratio and original LTV ratio
has a negative effect on our WAFF assumptions as the LTV ratio
applied is calculated with a weighting of 80% of the original LTV
ratio and 20% of the current LTV ratio.

"These higher weighted-average current LTV ratios have also led to
an increase in our weighted-average loss severity (WALS)
assumptions at all rating levels from 'AAA' to 'BBB'."

  Credit Analysis Results

  RATING LEVEL    WAFF (%)   WALS (%)   CREDIT COVERAGE (%)

  AAA             30.53      27.06      8.26

  AA              24.60      19.33      4.76

  A               21.22       9.60      2.04

  BBB             17.57       5.27      0.93

  BB              13.50       2.95      0.40

  B               12.57       2.00      0.25

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

Counterparty risk does not constrain the ratings on the notes. The
replacement language in the documentation is in line with S&P's
counterparty criteria.

S&P said, "Our credit and cash flow results indicate that the
available credit enhancement for the class A notes continues to be
commensurate with the assigned rating. We have therefore affirmed
our 'AAA (sf)' rating on the class A notes.

"The rating on the class B-Dfrd notes is below the level indicated
by our cash flow analysis. This class of notes is rated according
to the payment of ultimate interest and principal, and so interest
can defer on this class even when it is the most senior class of
notes outstanding. We do not believe that the presence of interest
deferral mechanisms is consistent with the definition of a 'AAA'
rating. We have therefore affirmed our 'AA+ (sf)' rating on the
class B-Dfrd notes.

"Our ratings on the class C-Dfrd, D-Dfrd, and E-Dfrd notes are
below the levels indicated by our standard cash flow analysis,
which incorporates valuation haircuts. The assigned ratings reflect
sensitivities related to higher levels of defaults due to
macroeconomic factors (such as cost of living pressures and
interest rate increases on borrowers). We have therefore affirmed
our 'AA (sf)', 'A+ (sf)', and 'B+ (sf)' ratings on the class
C-Dfrd, D-Dfrd, and E-Dfrd notes, respectively."

Macroeconomic forecasts and forward-looking analysis

S&P said, "We expect U.K. inflation to remain high for the rest of
2023 and house prices to decline by 3.5% in 2023. Although high
inflation is overall credit negative for all borrowers, inevitably
some borrowers will be more negatively affected than others, and to
the extent inflationary pressures materialize more quickly or more
severely than currently expected, risks may emerge.

"We consider the borrowers to be nonconforming and as such are
generally less resilient to inflationary pressure than prime
borrowers. At the same time, all of the borrowers are currently
paying a floating rate of interest and so will be affected by rate
rises.

"Given our current macroeconomic forecasts and forward-looking view
of the U.K. residential mortgage market, we have performed
additional sensitivities related to higher levels of defaults due
to increased arrears and house price declines. The assigned ratings
are robust to a 10% increase in defaults and can withstand a house
price decline of up to 10%.

"We have also tested a sensitivity with extended recovery timing
for near-term defaults to reflect the court backlogs observed in
the U.K. that may lead to delays to repossession. There is limited
deterioration from the assigned ratings in this sensitivity and the
class E-Dfrd notes are the only class of notes to exhibit
deterioration, with one principal failure of 10% out of eight cash
flow scenarios. The court backlogs observed in the U.K. vary from
region to region, while our sensitivity extends recovery timing for
all defaults, which provides additional comfort on the results of
this sensitivity.

"Given the observed basis risk in this transaction, we have also
tested further sensitivities with elevated levels of basis risk at
all rating levels for the duration of the recessionary period, with
limited deterioration as compared with our standard cash flow
analysis. We believe the elevated basis risk in this transaction to
be a short-term phenomenon that has already materialized."

The transaction is backed by a pool of nonconforming owner-occupied
and buy-to-let mortgage loans secured on properties in the U.K.


[*] UK: England and Wales Business Insolvencies Up in March 2023
----------------------------------------------------------------
Cynera Rodricks at Retail Sector reports that March 2023 saw the
highest number of companies entering into administration, with a
total of 2,457 business insolvencies recorded in England and Wales,
according to a new report by Business Rescue Report.

Matt Dalton, partner at international tax and audit firm Mazars
explains why companies are choosing to enter administration and how
effective is administration in helping businesses survive.

According to Retail Sector, Mr. Dalton said, "The administration
(and insolvency) figures have been rising steadily in recent
months, due to government intervention preventing a large number of
businesses from entering an insolvency process."

"Covid-19 and the ongoing cost of living crisis have caused the
market to disrupt, and dampened consumer confidence and spending,
which the discretionary spend market heavily relies on.  The
aftermath of the two has left businesses with large and
unsustainable legacy debts which cannot be serviced or repaid in
the near to medium term, as revenue and profitability recovery
curves get pushed further and further out.

"However, the factors affecting businesses in stress and distress
are wider than this.  Russia's invasion of Ukraine has deeply
unsettled the global economy, leading to spiralling inflation and
soaring energy bills."



                           *********


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

Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.

Copyright 2023.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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