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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

          Tuesday, April 30, 2024, Vol. 25, No. 87

                           Headlines



F R A N C E

LA FINANCIERE: S&P Ups ICR to 'CCC+' Following Debt Restructuring
VALLOUREC SA: Fitch Assigns 'BB+' Rating to Sr. Unsecured Notes


G E O R G I A

LIBERTY BANK: Fitch Affirms 'B+' LongTerm IDR, Outlook Positive


G E R M A N Y

ONE HOTELS: Moody's Assigns B3 Rating to New Senior Secured Notes
ONE HOTELS: S&P Assigns Prelim 'B-' Rating to Senior Secured Notes


I R E L A N D

ASG FINANCE: S&P Assigns 'BB-' Rating to Senior Unsecured Notes
AVIA SOLUTIONS: Fitch Affirms Then Withdraws 'BB' LT IDR
BAIN CAPITAL 2024-1: Fitch Puts Final 'B-sf' Class F Notes Rating
BARINGS EURO 2014-1: Moody's Cuts EUR13.9MM F-RR Notes Rating to B3
CARLYLE EURO 2022-5: S&P Assigns B- (sf) Rating to Cl. E-R Notes



I T A L Y

CENTURION BIDCO: Fitch Lowers LongTerm IDR to 'B', Outlook Stable


L U X E M B O U R G

ALTISOURCE SARL: $412MM Bank Debt Trades at 48% Discount
ARDAGH GROUP: S&P Lowers ICR to 'CCC+' on Debt Restructuring Risk
SITEL GROUP: EUR1BB Bank Debt Trades at 18% Discount
SK NEPTUNE HUSKY: $610MM Bank Debt Trades at 97% Discount


N E T H E R L A N D S

KETER GROUP: EUR690MM Bank Debt Trades at 16% Discount
LOPAREX MIDCO: $103.9MM Bank Debt Trades at 46% Discount
LOPAREX MIDCO: $234MM Bank Debt Trades at 18% Discount


S P A I N

AYT COLATERALES CCM I: Fitch Hikes Rating on Class D Notes to 'Bsf'
BOLUDA TOWAGE: Fitch Assigns Final 'BB' Rating to Sr. Sec. Loan
SABADELL CONSUMO 2: Fitch Affirms 'BBsf' Rating on Class F Notes


U N I T E D   K I N G D O M

BELLIS FINCO: S&P Assigns Prelim 'B+' LT Issuer Credit Rating
EVERTON: Future Remains Uncertain Amid Potential Takeover
JME DEVELOPMENTS: Set to Go Into Administration
LANEBROOK 2024-1: S&P Assigns Prelim BB+(sf) Rating to Cl. E Notes
MATCHES: Frasers Group Buys Intellectual Property, Non-Tangibles

PHILIPS TRUST: NBS to Offer Financial Support to Some Customers
T&L HOLDCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable
TED BAKER: Mulls Closure of Shops in Belgium, Netherlands, Spain
UK LOGISTICS 2024-1: Moody's Assigns (P)Ba2 Rating to Cl. E Notes
UKCLOUD: UK Gov't Faces GBP17.5MM Loss Following Collapse


                           - - - - -


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F R A N C E
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LA FINANCIERE: S&P Ups ICR to 'CCC+' Following Debt Restructuring
-----------------------------------------------------------------
S&P Global Ratings raised its long-term issuer credit ratings on
cleaning and facility management services provider La Financiere
Atalian SAS (Atalian) to 'CCC+' from 'D'. Furthermore, S&P withdrew
the 'D' issue rating on the senior unsecured debt following a debt
exchange. S&P also assigned its 'CCC+' issue level rating to the
new senior secured notes due 2028 along with a recovery rating of
'4', reflecting its expectation of average (30%-50%, rounded
estimate: 35%) recovery prospects in an event of default.

The stable outlook reflects S&P's expectation of a material EBITDA
improvement over the next two years. It also reflects the company's
sizable cash balance, and no debt maturity until 2028.

The debt restructuring reduced Atalian's debt burden and cash
interest costs, thus improving liquidity. After the debt
restructuring, Atalian's financial debt includes mainly EUR836.4
million senior secured notes due 2028, which pays cash interest at
3.5% along with payment-in-kind interest at 5.0% compounded
annually. S&P said, "We forecast Atalian will pay about EUR58
million as total cash interest in 2024 including interest on
financial debt, factoring, and leases (including about EUR15
million paid toward the old capital structure, settled toward the
end of March 2024). Cash interest expense will be about EUR52
million in 2025, which is significantly lower than the EUR71.5
million cash interest paid in 2023. After addressing its near-term
debt maturities, we view the company's liquidity as adequate. At
the same time, we note that Atalian relies on its EUR250 million
factoring facility to manage its working capital needs (EUR213
million outstanding as of Dec. 31, 2023) which is becoming due in
September 2024." The company is taking active steps to renew this
facility but note that its liquidity could be pressured if it is
not successful.

Atalian's debt structure is unsustainable due to high leverage and
weak cash flow generation. S&P said, "We forecast that Atalian's
adjusted debt to EBITDA will remain at about 14x-16x in 2024 and
12x-14x in 2025, from about 19x in 2023. We note that 2023 was
impacted by several items which we expect to be nonrecurring,
including the litigation settlement regarding success fees
following the sale of the U.K., Ireland, Asia and Aktrion business
to Clayton, Dubilier & Rice (CD&R); the meaningful restructuring
expense to rollout new business strategy; and refinancing related
costs. In addition, 2023 was also negatively impacted by a
provision related to a change in the French labor regulation, which
allows employees to acquire paid leave while they are on sick
leave. We forecast the adjusted EBITDA margins to improve to
4.0%-4.5% in 2024 and to about 5.0% in 2025. Lower nonrecurring
costs, scale-driven improvement in margins in the international
segment (driven by efficiency measures implemented by the
management), and improving the trade balance (revenue from contract
wins less contract lost) in France will drive the margin
improvement. Based on this, we expect the company to generate
negative FOCF of about EUR1 million-EUR5 million in 2024, improving
to positive FOCF of EUR15 million-EUR20 million in 2025. In our
base case, FOCF after leases remains negative for 2024-2025. Based
on lower cash interest expense, we forecast FFO cash interest
coverage of about 1.3x in 2024 will improve to about 1.8x in
2025."

S&P said, "We lowered our view of Atalian's business risk profile
to weak from fair based on its weakened profitability. We think
that Atalian is one of the key players in France. However, the sale
of its U.K. business reduced its scale and diversity and weakened
its profitability. It also lost some highly profitable contracts
that were replaced by lower margin contracts in the second half of
2022 and early 2023, and experienced difficulties or delays in
passing through inflation to customers. The company is in the
process of implementing a new business strategy with the aim of
improving margins and cash flow generation. These initiatives
include price renegotiations, focusing on higher margin special
works and integrated facility management services, structure
optimization, and digitalization. While we think that the company
is on the path to margin improvement, we also think that the
company is exposed to a highly competitive market that could affect
the pace of margin improvement.

"The stable outlook reflects our expectation of a material EBITDA
improvement over the next two years. It also reflects the company's
sizable cash balance, and no debt maturity until 2028."

S&P could lower its ratings if it thinks there was an increased
risk of default in the next 12 months. This could occur if:

-- The expected business recovery fails to take hold, leading to
significantly negative FOCF and a sharp deterioration on liquidity;
or

-- The company is unable to renew its EUR250 million factoring
facility, thereby impairing its liquidity.

S&P said, "We could downgrade the company if it announced an
additional debt exchange offer or debt restructuring or missed any
interest payment.

"We could consider taking a positive rating action if we consider
Atalian's capital structure could become more sustainable over the
long term. This would imply a sustained solid improvement in
operating performance, leading to adjusted debt to EBITDA of below
10x. We would also expect to see sustainably positive FOCF after
lease payments, supporting sound liquidity, and EBITDA cash
interest coverage of about 1.5x.

"Governance factors are a very negative consideration in our credit
rating analysis of Atalian, reflecting our view that the company is
more exposed to governance risk factors than peers. Atalian's
controlling ownership and governance framework allows for risky
decision-making that may disadvantage creditors, as evidenced by
unexpected nonexecution of the put option for the acquisition by
CD&R, in the context of Atalian's weak operating performance and
upcoming debt maturities. Moreover, we think that the recent
turnover in management slowed the implementation of remedial
actions in response to the sharp increase in cost inflation, and
the refinancing process. The company's founder and principal
shareholder, Franck Julien, is charged with misuse of corporate
assets, money laundering, and fraud. In our view, he remains a key
decision-maker and poses a key man risk--although he stepped down
from his position as executive chairman in 2023. In addition,
Atalian has a history of deficiencies in internal controls,
litigation settlement, and additional tax provisions. We also
acknowledge that management has taken steps to improve its internal
controls."


VALLOUREC SA: Fitch Assigns 'BB+' Rating to Sr. Unsecured Notes
---------------------------------------------------------------
Fitch Ratings has assigned Vallourec SA's new senior unsecured
EUR820 million eight-year notes a final 'BB+' senior unsecured
rating. The final bond documentation conformed with information
previously received. The Recovery Rating is 'RR4'. The rating is in
line with Vallourec SA's 'BB+' Issuer Default Rating (IDR), which
has a Positive Outlook.

The notes rank pari passu with all of Vallourec's other unsecured
and unsubordinated debt and are guaranteed by the subsidiaries that
accounted for 76% of total EBITDA in 2023. The proceeds will be
used to fund redemption of the existing notes and a portion of the
PGE state-guaranteed loans.

Vallourec's IDR reflects its strong position in the seamless pipes
market, enhanced business profile through leaner and more efficient
structure, cost-cutting measures and a shift towards prioritising
value over volume. The company is heavily exposed to cyclical oil
and gas markets, but is present in all major oil-producing regions,
and this has a moderating impact on cyclicality. Vallourec has a
vertically-integrated business model with operations ranging from
steelmaking to high-end finishing.

Vallourec's leverage profile has improved significantly since it
completed a financial restructuring almost two years ago, in
addition to its strategic emphasis on value added oil country
tubular goods (OCTG) in recent years. Fitch expects the company to
maintain a conservative financial profile to moderate cash flow
variability from the cyclical oil and gas end-markets through the
cycle.

The Positive Outlook reflects the company's planned further debt
reduction to achieve its stated leverage target (net debt/EBITDA
close to zero with 0.5x deviations depending on market conditions),
which together with implementation of a flexible dividend policy
will preserve financial flexibility through the cycle.

KEY RATING DRIVERS

New Strategy Well on Track: Vallourec aims to increase
profitability by focussing on the highest-margin products, refined
pricing strategy and cost reduction. The portfolio review has led
to the closure of loss-making assets, including two major sites in
Germany, and a shift in its footprint closer to end-markets. As a
result, its rolling capacities reduced to 2.1 million tonnes from 3
million tonnes. The company estimated that these measures generated
EUR230 million in additional EBITDA compared with 2021.

The key integrated production hubs are now the US and Brazil where
the company has operations from steelmaking to finishing. The
latter supplies tubes domestically and for export. Vallourec also
has rolling or finishing facilities close to end-customers in
France, Saudi Arabia and East Asia.

Low Leverage a Priority: The management prioritises a conservative
financial profile, targeting a net debt/EBITDA ratio of around zero
on a through-the-cycle basis with 0.5x deviation. Shareholder
distributions will only commence after the company has made
substantial progress towards its zero net debt target, which the
company expects by end-2025 at the latest. It will then distribute
80%-100% of total generated cash flow, which corresponds to Fitch
calculated pre-dividend free cash flow (FCF) after restructuring
outflows subject to net leverage remaining within the stated
level.

The refinancing will result in further absolute gross debt
reduction of EUR0.6 billion in 2024 to about EUR900 million.

Credit Profile Strengthened: EBITDA rose to EUR1.2 billion and FCF
totalled EUR0.5 billion in 2023 on progress with business
transformation and supportive markets. EBITDA net leverage declined
to 0.5x in 2023 from 2.1x in 2021. Fitch projects EBITDA at about
EUR0.9 billion in 2024 as prices in the US moderate from peaks of
the last few years. On a through-the-cycle basis, Fitch expects
EBITDA of EUR700 million-EUR750 million based on its price
assumptions. Fitch projects that the company will start
distributing most of its FCF to shareholders in 2025 when it will
be close to its net debt target.

Fitch forecasts EBITDA leverage in the next three years to remain
at about 0.3x on a net basis and 1.2x on a gross basis. Low
leverage and positive FCF generation support Vallourec's credit
metrics on a through-the-cycle basis.

High Oil and Gas Exposure: Vallourec generated about 90% of
earnings from seamless pipes, with oil, gas and petrochemical
sectors contributing more than 80% and the rest from its industrial
sector. OCTG pipes sold to the oil and gas industry have the
highest profit margins compared with industrial tubes. OCTG demand
is sensitive to oil and gas prices and is also exposed to energy
transition risk in the longer term. Costs of OCTG comprise 10%-15%
of oil and gas producers' upstream capex.

Fitch expects that the capex budgets of oil producers in the Middle
East, US and APAC as well as the increasing complexity of wells
that require high-performing tubes and connections will support
demand for OCTG and line pipes. Despite sector concentration, the
company has a diverse portfolio of clients with limited
single-customer exposure.

Iron Ore: Vallourec owns a mine in Brazil that produced 6.9 million
tonnes of iron ore in 2023. Of this less than 1 million tonnes is
consumed internally at its small blast furnace, which has
350,000-tonne capacity. The remaining volumes are sold to third
parties. Iron ore diversifies the business profile, given that pipe
and iron ore markets have different demand drivers. Fitch expects
that the mine will generate about EUR80 million EBITDA in the
medium term, linked to the agency's price deck.

Energy Transition: High-end seamless pipes are well suited to
various energy-transition applications, including hydrogen, carbon
storage and transportation, and geothermal wells casting. These
sectors have significant growth potential and Vallourec expects
this segment to generate 10%-15% of EBITDA by 2030. Its steelmaking
assets comprise two scrap-based electric arc furnaces (EAF) that
use hydropower in Brazil and nuclear power in the US. Total
emissions per tonne of tube shipped were 1.77CO2 equivalent (Scope
1+2+3) due to high indirect upstream emissions despite low
emissions in the steelmaking segment.

DERIVATION SUMMARY

Vallourec's peers include pipe producer Tenaris S.A. (not rated),
US steel producers Steel Dynamics, Inc. (BBB/Positive), United
States Steel Corporation (US Steel; BB/Rating Watch Positive) and
Brazilian steel producer Gerdau S.A. (BBB/Stable).

Vallourec's business profile resembles the leading global steel
pipe manufacturer Tenaris, which produces seamless and welded
pipes, the latter contributed 10%-20% to Tenaris's sales. Tenaris
is several times larger than Vallourec, with sales of 4.1 million
tonnes and EBITDA of USD4.1 billion in 2023. Tenaris is fully
integrated in steelmaking in North and South America. In Argentina
it operates a direct reduced iron facility. Vallourec has less
backward integration with its two steelmaking facilities and an
iron ore mine. Tenaris's EBITDA margins were about two times higher
in the last cycle. It also has more stable though-the-cycle cash
flow and a conservative financial policy that has sustained zero
net debt for the past eight years.

Steel Dynamics and US Steel are larger, with steel product sales of
about 12.8 million and 15.5 million tonnes and EBITDA of USD3.7
billion and USD1.7 billion, respectively, in 2023. Steel Dynamics
operates several EAFs and has moderate to high integration into
scrap collection and cost-efficient operations. US Steel is among
the most diversified US producers with both flat-rolled, long and
tubular products including OCTG. The company has capacities in the
US and Europe. US Steel is an integrated blast furnace + basic
oxygen furnace (BF/BOF) producer with moderate self-sufficiency in
scrap.

Both companies have broader end-market diversification than
Vallourec. Steel Dynamics has profit margins almost on par with
Vallourec. US Steel has slightly lower margins and greater
operating leverage due to its BF/BOF heavy structure, which is more
difficult and costlier to curtail in adverse market conditions than
EAFs. Fitch expects both companies' net leverage at 0.5x-1x in the
next three years.

Gerdau operates in Brazil, other countries in South America and the
US. It mainly produces long products. Gerdau is larger than
Vallourec, with 14.9 million tonnes of steel product sales, and
multiple mini-mills, although a quarter of output is generated by
BF/BOF mills. The company is highly integrated with its own scrap
collection and mining operations.

Gerdau focuses on less high-value-added steel than Vallourec.
However, it achieves comfortable steelmaking margins on a mid-cycle
basis. Gerdau has a sound capital structure with EBITDA net
leverage at below 1x through the cycle.

KEY ASSUMPTIONS

- Tubes sales volumes decline in 2024 reflecting closure of
European operations, mid-single-digit recovery thereafter to 1.6
million tonnes

- Iron ore production of about 6 million tonnes in the next three
years with ramp-up to 7 million tonnes in 2027

- Tubes prices and margins moderating towards mid-cycle levels over
the next four years

- Iron ore price in line with Fitch price assumptions

- Capex of EUR150 million-EUR200 million a year over the next four
years

- Front-loaded restructuring cash outflows over the next four years
with EUR200 million-EUR250 million expected in 2024

- Dividend payment to commence at 80%-100% of company-defined FCF
from 2025

- Warrants exercised in 2026 and proceeds distributed as dividends

RATING SENSITIVITIES

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

- EBITDA gross leverage at or below 1.0x or EBITDA net leverage at
or below 0.5x at all points of the cycle

- A record of a conservative financial policy, with further gross
debt reduction of about EUR500 million in 2024 with a view to
achieve neutral net debt mid-cycle, and a dividend policy that is
sufficiently flexible to support credit metrics through the cycle

- EBITDA margins sustained at or above 16% with an average expected
profitability at about EUR450/tonne mid-cycle

- Pre-dividend FCF margin above 4% through the cycle

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

- The Outlook on the rating is Positive, therefore negative rating
action is unlikely at least in the short term. However, the
inability to deleverage to below the positive leverage sensitivity
may result in a revision of the Outlook to Stable.

- EBITDA gross leverage above 2.0x or EBITDA net leverage above
1.5x on a sustained basis would be negative for the rating

- EBITDA margin sustained below 14%

- Material negative FCF as a result of weaker hydrocarbon markets,
shareholder distributions or corporate activity

LIQUIDITY AND DEBT STRUCTURE

Liquidity Strengthens Post Refinancing: As of December 2023,
Vallourec reported a robust liquidity position, holding EUR900
million in cash and cash equivalents, along with an untapped EUR462
million committed revolving credit facility (RCF) maturing in 2026
and asset-based lending (ABL) of USD210 million maturing in 2027.
The company only has EUR89 million maturity of advances in Brazil
in 2024 and after that a EUR1 billion bond maturity in June 2026.

The company's financial framework has improved with the refinancing
of 2021 EUR1 billion notes with the new USD820 million notes with
maturity in 2032; replacement of the previous RCF with a new
five-year, EUR550 million RCF; an increase in its ABL facility with
five-year maturity to USD350 million from USD210 million. This will
ensure a comfortably conservative liquidity cushion.

ISSUER PROFILE

Vallourec manufactures complex tubular products (high-quality
seamless pipes, pipe connections and services) primarily for the
oil & gas industry. Its seamless tubes include OCTG pipes, project
and line pipes, process pipes and industrial pipes. OCTG comprise
65%-70% of the company's sales volumes.

DATE OF RELEVANT COMMITTEE

04 April 2024

ESG CONSIDERATIONS

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

   Entity/Debt             Rating         Recovery   Prior
   -----------             ------         --------   -----
Vallourec SA

   senior unsecured    LT BB+  New Rating   RR4      BB+(EXP)



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G E O R G I A
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LIBERTY BANK: Fitch Affirms 'B+' LongTerm IDR, Outlook Positive
---------------------------------------------------------------
Fitch Ratings has affirmed Georgia-based JSC Liberty Bank's (LB)
Long-Term Issuer Default Rating (IDR) at 'B+' with a Positive
Outlook. The Viability Rating (VR) has been affirmed at 'b+'.

KEY RATING DRIVERS

LB's Long-Term IDR is driven by the bank's standalone profile, as
captured by its VR, which reflects the bank's good asset quality
and profitability metrics and reasonable funding profile. This is
balanced by LB's modest franchise in the concentrated Georgian
banking sector, which results in limited pricing power compared
with larger peers, and only moderate capitalisation.

The Positive Outlook reflects Fitch's expectation that LB's
financial profile will benefit from the improving local operating
environment in the medium term, particularly in terms of asset
quality, performance and funding.

Positive Sovereign Outlook: Georgia's strengthening sovereign
credit profile, continued strong economic growth, alongside a
marked fall in inflation, and greater confidence in the durability
of large migrant and capital inflows since 2022 have boosted the
banking sector's credit metrics. Fitch forecasts GDP to grow by
5.4% in 2024 (2023:7.5%), with domestic demand underpinned by a
surge in immigration.

Modest Franchise, Good Retail Footprint: LB is the third-largest
bank in Georgia, accounting for only 6% of loans and deposits in
the concentrated local banking sector at end-2023. Despite recent
diversification efforts, LB retains its retail focus. It maintains
the largest branch network in the country and has long been the
government's exclusive agent for distributing state pensions and
other welfare payments.

Low Dollarisation, Moderated Growth: Given its retail lending
focus, LB has the lowest share of foreign-currency loans in its
portfolio among Fitch-rated banks in Georgia (19% at end-2023, well
below the sector average of 45%). Gross loans grew by 17% in 2023,
in line with the broader sector, and Fitch expects credit growth to
remain between 15%-20% in the medium term.

Stable Loan Quality: The impaired (Stage 3) loans ratio has
moderately reduced over the past few years and equalled 4% at
end-2023 (unchanged from end-2022). Problem exposures were fully
covered by total loan loss allowances. Fitch expects LB to maintain
stable asset quality in 2024-2025 on the back of a favourable
economic environment and reasonably conservative underwriting
standards.

Improved Performance: LB's profitability has materially improved in
recent years, due to better operating efficiency, stronger
non-interest income generation and a limited cost of risk. Fitch
forecasts the bank will maintain healthy profitability this year,
with the operating profit/risk-weighted assets ratio exceeding 3%
in 2024-2025 in its baseline scenario.

Adequate Capitalisation: Following better performance, LB's
regulatory CET1 ratio increased by 100bp year-on-year to 13.2% at
end-2023, compared with the prudential minimum of 9%. Fitch expects
the bank's capital ratios to gradually increase on continued
internal capital build-up and a full profit retention policy. LB
may also raise Tier 2 and additional Tier 1 capital to fully comply
with higher prudential requirements effective from 2024.

Mainly Customer Funded: LB is predominantly funded by customer
deposits (84% total liabilities at end-2023), roughly equally split
between retail and non-retail customers. Wholesale debt is limited
and mostly comprises short-term borrowings from the National Bank
of Georgia. Fitch assesses the bank's liquidity position as
reasonable, with total liquid assets covering 28% of total deposits
at end-2023.

RATING SENSITIVITIES

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

Fitch would likely revise the Outlook to Stable if Fitch revises
the outlook on the operating environment for Georgian banks to
stable.

The bank's IDR and VR could be downgraded on a material weakening
of asset quality, resulting in sustained poor performance. Weaker
capitalisation, for example, due to rapid credit growth or large
dividend payments, could also result in a downgrade, although this
is not currently Fitch's expectation.

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

An upgrade would require an improvement in Georgia's operating
environment, coupled with an extended record of maintaining stable
asset quality and healthy performance so that the CET1 ratio is
close to 15% on a sustained basis.

OTHER DEBT AND ISSUER RATINGS: KEY RATING DRIVERS

The Government Support Rating (GSR) of 'ns' (no support) reflects
its view that resolution legislation in Georgia, combined with a
constrained ability by authorities to provide support —
especially in foreign currency — means that government support,
although still possible, cannot be relied on.

OTHER DEBT AND ISSUER RATINGS: RATING SENSITIVITIES

Upside for the GSR is currently limited and would require a
substantial improvement of sovereign financial flexibility as well
as an extended record of timely and sufficient capital support
being provided to local banks.

VR ADJUSTMENTS

The earnings and profitability score of 'b+' is below the implied
score of 'bb' due to following adjustment reason: earnings
stability (negative).

The capitalisation and leverage score of 'b+' is below the implied
score of 'bb' due to following adjustment reason: regulatory
capitalisation (negative).

ESG CONSIDERATIONS

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

   Entity/Debt                         Rating         Prior
   -----------                         ------         -----
JSC Liberty Bank     LT IDR             B+ Affirmed   B+
                     ST IDR             B  Affirmed   B
                     Viability          b+ Affirmed   b+
                     Government Support ns Affirmed   ns



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G E R M A N Y
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ONE HOTELS: Moody's Assigns B3 Rating to New Senior Secured Notes
-----------------------------------------------------------------
Moody's Ratings assigned a B3 rating to the senior secured notes
issued by One Hotels GmbH ("Motel One"). The rating is aligned with
Motel One's existing corporate family ratings and the ratings on
Motel One's senior secured term loan B (TLB) and revolving credit
facility (RCF) ratings, which are unaffected. The outlook is
positive.

RATINGS RATIONALE

The rating of the new senior secured notes is aligned with the B3
Corporate Family rating of the firm. Motel One benefits from a good
market position as a hotel operator with a strong brand perception,
in particular in the German, Austrian and Swiss (DACH) market. The
company has a track record of strong growth in franchise size and
room rates, which Moody's expect to continue in the next years. The
company is highly profitable compared to other operators.

The rating is constrained by a high leverage and limited free cash
flow generation after the increase in leverage coming from the
transaction. Motel One increased its debt by EUR1.3 billion to
purchase the acquisition of 35% of the share capital in Motel One
from Proprium Capital Partners. A EUR363 million PIK loan exists
outside of the restricted group.

Based on expected EBITDA growth and an increasing path of operating
lease liabilities with the opening of further hotels, Moody's
expect Debt/Moody's-adjusted EBITDA to decline towards 7x in 2024
and below 7x thereafter from increasing EBITDA generation through
revenue growth from new hotel openings, higher revenue per room and
slightly increased occupancy. Motel One aims to reduce net leverage
from Management-adjusted 4.3x pro-forma for the transaction through
EBITDA growth.

Moody's-adjusted free cash flow generation is expected to be
moderate. After negative Moody's-adjusted free cash flow in 2024
due to cash outflows stemming from the contemplated transaction and
special dividends, free cash flow will be just about positive in
Moody's estimations.

RATIONALE FOR THE OUTLOOK

The positive outlook reflects the potential of the company to grow
into credit metrics commensurate with a B2 rating, driven by
material EBITDA growth potential. The rating and outlook also
incorporates the expectation that Motel One will refinance an
existing bridge loan with a senior secured instrument ranking pari
passu with the TLB.

LIQUIDITY

Motel One's liquidity position is good. Proceeds from the senior
secured instruments will fully fund the payment for the acquisition
of the stake in Motel One. Given a comfortable cash position at YE
2023 of above EUR200 million and Moody's-adjusted FFO of above
EUR140 million (including the effect of capitalised leases), the
company will be able to cover capital spending (both cash and
capitalised lease depreciation) as well as seasonal working capital
swings. The company has used EUR75 million of cash to fund a
special dividend. Motel One has access to a revolving credit
facility (RCF) of EUR100 million that Moody's do not expect to be
drawn in 2024 for regular business purposes. The TLB and the
EUR500m notes mature in 2031.

STRUCTURAL CONSIDERATIONS

The company has entered into a senior secured financing package of
a EUR800 million TLB, a EUR500 million bridge loan taken out by the
proposed notes and a EUR100 million revolving credit facility, all
ranking pari passu in Moody's loss given default analysis. Moody's
have assumed a 50% recovery rate.

The security package consists of a guarantor coverage expected to
reach above 80% of EBITDA, and holding company collateral like
share pledges, intercompany receivables and other customary
security. Given there are no tangible other assets Moody's would
consider the security a weak security package.

Moody's did not include the outstanding EUR363 million PIK loan to
One Hotels & Resorts GmbH into Moody's calculation of financial
debt or into Moody's LGD assessment.

COVENANTS

Notable terms of the TLB documentation includes the following:

Guarantor coverage will be at least 80% of consolidated EBITDA
(determined in accordance with the agreement) and include all
companies representing 5% or more of consolidated EBITDA. Companies
incorporated in China, India or other agreed jurisdictions are not
required to become guarantors Security will be granted over key
shares, bank accounts and receivables.

Unlimited pari passu debt is permitted up to a senior secured
leverage ratio of 4.3x, and unlimited unsecured debt is permitted
subject to a 2x fixed charge coverage ratio or a 5.25x total net
leverage ratio. Any restricted payments are permitted if total
leverage is 3.75x or lower.

Adjustments to consolidated EBITDA include pro forma adjustments
capped at 20% of consolidated EBITDA and believed to be realisable
within 24 months of the relevant event.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance was a driver in the action. Governance risks stem from
an aggressive financial policy and high leverage. Additionally, the
governance risk exposure stems from the concentrated control of the
company its largest owner.

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

Moody's could upgrade the company if

-- Moody's-adjusted debt/EBITDA moves well below 7x in 2025 and
further deleveraging thereafter

-- RCF/net debt increases above 5% and Moody's-adjusted free cash
flow above 1% and preserve a robust liquidity profile

-- Moody's-adjusted EBITA margin remains in the high 30/low 40%
range

Moody's could downgrade the company if

-- Failure to deliver ongoing operational success with solid
RevPar growth

-- Moody's-adjusted debt/EBITDA remains above 7.5x

-- Negative free cash flow or liquidity concerns arising

-- Aggressive dividend payouts

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

PROFILE

One Hotels GmbH, through its operating subsidiary Motel One GmbH
("Motel One"), operates 94 hotels with more than 26,000 rooms as of
year-end 2023. The company focuses on inner-city locations in large
to mid-sized cities across Europe. The majority of its room,
revenues and EBITDA stems from Germany, Austria and Switzerland
(DACH). In the recent years, in line with an ongoing strong growth
in Germany, Motel One expanded to gateway cities in Europe and more
recently in the US, with about 5,000 rooms available outside of
Germany. The hotel chain is privately held, controlled by Dieter
Müller and family.

ONE HOTELS: S&P Assigns Prelim 'B-' Rating to Senior Secured Notes
------------------------------------------------------------------
S&P Global Ratings assigned its 'B-' preliminary issue rating to
the proposed EUR500 million senior secured notes, due in 2031, to
be issued by One Hotels GmbH (B- (Prelim)/Stable/--). S&P assigned
a '3' preliminary recovery rating to this debt, indicating its
expectation of meaningful recovery prospects (50%-70%; rounded
estimate: 55%) for debtholders in the event of a payment default.

The preliminary recovery rating considers that the proposed notes
will rank pari passu with the other secured debt. The preliminary
issue and recovery ratings are subject to our review of the final
documentation.

One Hotels GmbH intends to use the proceeds to finance One Hotels &
Resorts GmbH's minority buyout of Motel One GmbH. On April 2, 2024,
One Hotels & Resorts GmbH (via its subsidiary One Hotels GmbH)
bought the 35% minority stake that it did not own in Motel One GmbH
from Proprium Capital Partners for a total consideration of
EUR1,250 million.

The transaction is included in S&P's base-case assumptions in the
recently published research update on the group (see Related
Research).

On April 23, 2024, S&P assigned its preliminary 'B-' long-term
issuer credit rating to One Hotels & Resorts GmbH and to its
subsidiary One Hotels GmbH, and our preliminary 'B-' issue and '3'
preliminary recovery ratings to One Hotels' proposed term loan B.

Issue Ratings - Recovery Analysis

Key analytical factors

-- The preliminary issue rating on One Hotels GmbH's proposed
EUR500 million senior secured notes is 'B-', in line with the
preliminary issuer credit rating, with a preliminary recovery
rating of '3', this reflects S&P's expectations of a meaningful
recovery (50%-70%; rounded estimate: 55%) in a hypothetical default
scenario.

-- S&P bases its recovery analysis on the restricted group One
Hotels GmbH, and does not take into account debt located at Motel
One Real Estate GmbH (Propco) or at the special purpose vehicles.

-- The preliminary recovery rating is constrained by the security
package--which mainly comprises share pledges, intercompany loans,
and bank accounts--as the real estate assets previously owned by
Motel One GmbH are being carved out as part of the proposed
transaction. By management's representations, all the guarantees
previously provided by Motel One GmbH to the mortgage debt of
Propco have been revoked.

-- Additionally, the documentation includes provisions that allow
for an early prepayment of the EUR364 million payment-in-kind
subordinated loan provided by Proprium, which could constrain
recovery prospects for lenders at default.

-- S&P's hypothetical default scenario assumes reduced occupancy
rates and competitive price pressures for a prolonged period, which
will leave the group unable to pay its fixed rental costs and force
it to reduce the number of hotels it manages under long-term lease
agreements.

-- S&P values One Hotels GmbH as a going concern, given its strong
brand, network footprint, and strong market position across
multiple European jurisdictions.

Simulated default assumptions

-- Year of default: 2026
-- Jurisdiction: Germany
-- EBITDA at emergence: EUR148 million
-- Implied EBITDA multiple: 6.0x

Simplified waterfall

-- Gross enterprise value (EV) at default: EUR889 million

-- Net EV after admin. expenses (5%): EUR845 million

-- Estimated senior secured debt claims: EUR1.43 billion*

    -- Recovery expectations: 50%-70% (rounded estimate: 55%)

*All debt amounts include six months of prepetition interest.
Revolving facilities assumed to be drawn by 100%.




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

ASG FINANCE: S&P Assigns 'BB-' Rating to Senior Unsecured Notes
---------------------------------------------------------------
S&P Global Ratings assigned its 'BB-' issue rating to the proposed
senior unsecured notes set to be issued by ASG Finance DAC, a
wholly owned core financial subsidiary of Avia Solutions Group
(ASG) PLC. S&P expects ASG will use the net proceeds from the
proposed notes, due 2029, for early repayment of existing notes due
in December 2024, and for general corporate purposes.

S&P said, "We rate the proposed notes at the same level as our
long-term issuer credit rating on ASG and on ASG Finance DAC
(BB-/Stable/--). The recovery rating on the notes is '4',
indicating our expectation of average recovery prospects (30%-50%;
rounded estimate: 35%) in the event of a payment default."

Issue Ratings - Recovery Analysis

Key analytical factors

-- The issue rating on the new $400 million senior unsecured notes
is 'BB-'. The '4' recovery rating reflects S&P's expectation of
average (30%-50%, rounded estimate: 35%) recovery prospects in the
event of a payment default.

-- S&P's hypothetical default scenario assumes a significant and
prolonged downturn in the global aviation industry and the
corresponding reduction in ASG's aircraft, crew, maintenance and
insurance-related revenue (logistics and distribution segment) as
well as lower turnaround volumes in its aviation support services
due to a reduced number of flights and contract cancellations.

-- S&P believes that Ireland (jurisdiction rank: A) will likely be
the preferred jurisdiction for enforcement proceedings in case of
default. ASG's legal headquarters relocated to Ireland effective
March 1, 2023. Additionally, ASG generates most of its revenue in
countries that have a similar legal framework for enforcement
proceedings as Ireland.

-- S&P values ASG as a going concern because the business would
likely reorganize in a default scenario, underpinned by its good
market positions in several countries, contracts with established
airlines and a growing maintenance, operations, and repair
business.

-- Nevertheless, the new notes are unsecured and as such carry
limitations to enforcement of guarantees in guarantor entities
present in certain jurisdictions. In these, enforcement could be
considered as subordinated to obligations on general expenditures
of the guaranteeing operating entities, such as trade creditors and
cash taxes, and may severely impair the noteholders' claims.

Simulated default assumptions

-- Year of default: 2028
-- Jurisdiction: Ireland

Simplified waterfall

-- Emergence EBITDA: EUR80 million

-- Minimum capex assumed: 1.5% of sales

-- Standard cyclicality adjustment: 15%

-- Multiple: 4.5x

-- Net recovery value for waterfall, after 5% administrative
expenses: About EUR340 million

-- Priority claims and secured debt (mainly trade payables):
EUR192 million

-- Value available to the senior unsecured debt claims: EUR148
million

-- Senior unsecured debt claims: EUR384 million

-- Recovery range: 30%-50% (rounded estimate: 35%)

-- Recovery rating: 4

Note: All debt amounts include six months of prepetition interest.


AVIA SOLUTIONS: Fitch Affirms Then Withdraws 'BB' LT IDR
--------------------------------------------------------
Fitch Ratings has affirmed Avia Solutions Group Plc's Long-Term IDR
at 'BB' with a Stable Outlook. Simultaneously Fitch has withdrawn
it and assigned AVIA SOLUTIONS GROUP (ASG) PLC (Avia) a Long-Term
Issuer Default Rating (IDR) of 'BB' with a Stable Outlook.

Fitch has also affirmed the USD300 million bonds due in December
2024 issued by ASG Finance Designated Activity Company, which is
100% owned by Avia, at senior unsecured rating 'BB' with a Recovery
Rating of 'RR4'. The bonds are guaranteed by Avia and its key
divisional subsidiaries accounting for over 75% of Avia's
consolidated revenue.

It has also assigned Avia's proposed USD400 million senior
unsecured bonds due 2029 an expected rating of 'BB(EXP)'. The bonds
will be issued by ASG Finance Designated Activity Company. The
finalisation of the rating is contingent on receipt of final
documentation confirming current assumptions.

The IDR reflects its upwardly revised projections following Avia's
updated business plan alongside the aviation sector's robust
expansion driving international traffic close to pre-pandemic
levels. This is coupled with steady debt increase due to growth in
leased fleet, leading to EBITDAR leverage to remain close to 3.0x
and EBITDA margins at around 6.5% during 2023-2027.

The IDR is supported by the diversity of Avia's operations across
the commercial aviation value chain, by geography with a focus on
Europe, and by better revenue visibility than airlines. Key person
risk stemming from majority ownership by one individual is a rating
constraint, despite historically limited dividends.

The withdrawal of Avia Solutions Group Plc's rating follows the
merger that took place on 1 March 2023, which led to the cessation
of Avia Solutions Group PLC incorporated in Cyprus and its
replacement by Avia incorporated in The Republic of Ireland. The
merger has no impact on the operations or financial structure of
the company. Accordingly, Fitch will no longer provide ratings or
analytical coverage for Avia Solutions Group Plc.

KEY RATING DRIVERS

Passenger Traffic Recovery: The majority of Avia's business
evolution is structurally linked to global air passenger volumes
that have continued to recover in 2023 and its run rate is forecast
to cross 2019 levels in 2024. In EMEA, Fitch expects passenger
volumes (in revenue passenger kilometers) to increase 10% in 2024
before it eases to its long-term growth of mid-single digits to
2027.

Strong Rebound in ACMI: Avia's aircraft wet leasing (ACMI)
business, which was the most affected business in 2020, has
rebounded strongly and grown to close to 4x its pre-pandemic size
with further growth expected. This is driven by a change in major
airlines' strategies to increase their operational flexibility
through a larger share of their fleet being leased, by an ongoing
shortage in aircraft availability on the back of delays in delivery
by original equipment manufacturers (OEMs) as well as a shortage of
crew. ACMI is the main contributor, with a 67% of total
consolidated EBITDA in 2023.

Stabilising Cargo Demand: Air cargo demand, which saw weakness in
the beginning of 2023, after the boom years in 2021 and 2022, has
stabilised and is expected to trend in line with, or better than,
global GDP growth. Air cargo demand is also currently benefiting
from disruptions to global shipping from the Red Sea attacks.
Demand for air cargo across the industry in January 2024 was about
2.8% above pre-pandemic figures, and should support the performance
of Avia's cargo fleet.

Lower Profitability: Fitch conservatively forecasts EBITDA to
increase slightly above EUR200 million in 2027 from about EUR140
million in 2023, reflecting an increase in lease payments, with
around a 6.5% EBITDA margin for the group. This is below the 9%
achieved in 2022 and limits rating upside currently.

While Fitch expects overall passenger and cargo aviation demand to
grow steadily, the dynamics of aircraft leasing, including ACMI,
will depend to a large extent on the supply of new aircraft from
OEMs, fleet strategies adopted by large scheduled carriers as well
as broader supply-chain considerations. Avia's business strategy of
growing into passenger and cargo capacity provision (including
ACMI) has worked well and has the potential to generate higher
profitability than its forecasts.

Stable Leverage: Fitch expects Avia to maintain a strong financial
profile in 2024-2027 with EBITDAR leverage around 3.0 on average,
at the lower end of its rating sensitivities. This is based on its
expectations of steady increase in adjusted debt by about EUR250
million each year, driven by an increase in leased fleet as well as
consequent growth in EBITDAR while free cash flow (FCF) remains
moderately positive, due to limited net capex and moderate dividend
payments of around EUR26 million each year.

Well-Diversified Business Model: Avia's operations span most of the
business-to-business (B2B) segments in the commercial aviation
sector, ranging from aircraft maintenance (MRO), passenger and
cargo charter, leasing, training to aircraft trading. Avia is one
of the leading independent aviation operators in Europe (CEE) with
its customers including some of the major European airlines. Avia
continues to generate the majority of its revenue from the
developed markets of Germany, UK, Ireland and the US, and has also
expanded into markets in southeast Asia (Indonesia and Philippines)
as well as into Turkey.

DERIVATION SUMMARY

Avia's business model is a combination of mostly service-oriented
businesses and, to a lesser extent, the more asset-intensive
business of aircraft trading. In contrast to passenger airlines,
Avia operates in the B2B commercial aviation market. Given its
operations in MRO, ground handling and leasing businesses, Fitch
views its business profile as more stable than passenger airlines
but similar to or marginally weaker than large pure ground handling
companies. Avia operates on a smaller scale and with a different
portfolio mix versus larger, well-established lessors such as
AerCap Holdings N.V. (BBB/Stable) or Air Lease Corporation
(BBB/Stable).

KEY ASSUMPTIONS

- Aviation support services (MRO, fuelling, logistics, charter and
training) to grow gradually on industry demand to 2027

- Fitch-defined group EBITDA margin to remain in mid-to-high single
digits to 2027

- Continued growth in total aircraft to 2027, with most of them to
be lease-funded

- Logistics and distribution revenues driven by number of aircraft
and moderate annual growth in unit revenues to 2027

- Non-lease capex in line with management forecasts for 2024-2027

- Dividends of EUR26 million per year to 2027

- No IPO over the forecast horizon

- Conversion of EUR300 million Certares' preferred shares into
equity in 2024

RATING SENSITIVITIES

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

- EBITDAR leverage sustained below 3.0x, as continued business
growth offsets the consequent increase in adjusted debt

- Increase in consolidated Fitch-defined EBITDA margin to above 9%

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

- EBITDAR leverage above 4.0x on a sustained basis due to a
prolonged impact from a global economic crisis or implementation of
a more ambitious-than-expected investment or dividend policy

- Decline in consolidated Fitch-defined EBITDA margin to below 5%,
due to inability to execute new business opportunities, while
maintaining its current debt structure that was put in place to
support investment-driven growth

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: At end-2023 Avia's liquidity consisted of
EUR201 million of cash and equivalents, while Fitch-projected FCF
after acquisitions in the 12 months from October 2023 is broadly
neutral. This compares with EUR26 million of short-term bank debt.

Avia has been repurchasing its USD300 million 2024 bonds in the
market and at end-2023 USD180 million of bonds were outstanding.
Avia's planned refinancing of this bond with its new USD400 million
senior unsecured issue with a five-year maturity will preserve its
liquidity and support further investments.

ISSUER PROFILE

Avia provides specialists services to the aviation industry in more
than 160 countries across five continents.

ESG CONSIDERATIONS

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

   Entity/Debt              Rating                Recovery   Prior
   -----------              ------                --------   -----
ASG Finance
Designated Activity
Company

   senior
   unsecured          LT     BB(EXP)Expected Rating

   senior
   unsecured          LT     BB     Affirmed         RR4     BB

Avia Solutions
Group (ASG) PLC       LT IDR BB     New Rating

Avia Solutions
Group PLC             LT IDR BB     Affirmed                 BB
                      LT IDR WD     Withdrawn                BB

BAIN CAPITAL 2024-1: Fitch Puts Final 'B-sf' Class F Notes Rating
------------------------------------------------------------------
Fitch Ratings has assigned Bain Capital Euro CLO 2024-1 DAC's final
ratings, as detailed below.

   Entity/Debt                    Rating             Prior
   -----------                    ------             -----
Bain Capital Euro
CLO 2024-1 DAC

   Class A XS2772095274       LT AAAsf  New Rating   AAA(EXP)sf
   Class B-1 XS2772095357     LT AAsf   New Rating   AA(EXP)sf
   Class B-2 XS2772095605     LT AAsf   New Rating   AA(EXP)sf
   Class C XS2772095514       LT Asf    New Rating   A(EXP)sf
   Class D XS2772095787       LT BBB-sf New Rating   BBB-(EXP)sf
   Class E XS2772095944       LT BB-sf  New Rating   BB-(EXP)sf
   Class F XS2772095860       LT B-sf   New Rating   B-(EXP)sf
   Class M XS2772096082       LT NRsf   New Rating   NR(EXP)sf
   Class X XS2772095431       LT AAAsf  New Rating   AAA(EXP)sf
   Subordinated XS2772096249  LT NRsf   New Rating   NR(EXP)sf

TRANSACTION SUMMARY

Bain Capital Euro CLO 2024-1 DAC is a securitisation of mainly
senior secured loans and secured senior bonds (at least 90%) with a
component of senior unsecured, mezzanine, and second-lien loans.
Note proceeds have been used to fund a portfolio with a target par
of EUR400 million. The portfolio is actively managed by Bain
Capital Credit U.S. CLO Manager II, LP. The CLO has an
approximately 4.5-year reinvestment period and an 8.5-year weighted
average life (WAL) test.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors to be in the 'B'/'B-' category.
The Fitch weighted average rating factor of the identified
portfolio is 24.91.

High Recovery Expectations (Positive): At least 90% of the
portfolio comprises 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 of the identified portfolio is 62.19%.

Diversified Portfolio (Positive): The transaction includes four
Fitch matrices, two effective at closing, corresponding to a top 10
obligor concentration limit at 20%, fixed-rate asset limit at 2.5%
and 12.5% and an 8.5-year WAL test. The other two matrices are
effective one year from closing, subject to the satisfaction of
certain conditions, and shares the same limits except the WAL test,
which is 7.5 years.

The transaction also includes various concentration limits,
including the maximum exposure to the three largest Fitch-defined
industries in the portfolio at 40.0%. These covenants are intended
to ensure the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management (Neutral): The transaction has an
approximately 4.5-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
matrix and stress portfolio analysis is 12 months less than the WAL
covenant at the issue date. This reduction to the risk horizon
accounts for the strict reinvestment conditions envisaged by the
transaction after its reinvestment period. These include, among
others, passing both the coverage tests and the Fitch 'CCC' test
post reinvestment as well the WAL covenant that progressively steps
down over time, both before and after the end of the reinvestment
period. Fitch believes these conditions would reduce the effective
risk horizon of the portfolio during the stress period.

RATING SENSITIVITIES

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

A 25% increase of the mean default rate (RDR) across all ratings
and a 25% decrease of the recovery rate (RRR) across all ratings of
the identified portfolio would have no impact on the class X and A
notes, and would lead to downgrades of one notch for the class B to
E notes and to below 'B-sf' for the class 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 defaults and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class B to F notes have a cushion
of two notches, and there is no cushion on the class X and A notes,
given that they are at the highest achievable rating.

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

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

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

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
Recognized Statistical Rating Organizations and/or European
Securities and Markets Authority registered rating agencies. Fitch
has relied on the practices of the relevant groups within Fitch
and/or other rating agencies to assess the asset portfolio
information or information on the risk presenting entities.

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for Bain Capital Euro
CLO 2024-1 DAC. In cases where Fitch does not provide ESG relevance
scores in connection with the credit rating of a transaction,
programme, instrument or issuer, Fitch will disclose in the key
rating drivers any ESG factor which has a significant impact on the
rating on an individual basis.

BARINGS EURO 2014-1: Moody's Cuts EUR13.9MM F-RR Notes Rating to B3
-------------------------------------------------------------------
Moody's Ratings has taken a variety of rating actions on the
following notes issued by Barings Euro CLO 2014-1 Designated
Activity Company:

EUR24,700,000 Class C-RR Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to Aa1 (sf); previously on May 16, 2022
Upgraded to Aa3 (sf)

EUR20,900,000 Class D-RR Senior Secured Deferrable Floating Rate
Notes due 2031, Upgraded to A2 (sf); previously on May 16, 2022
Upgraded to Baa1 (sf)

EUR13,900,000 Class F-RR Senior Secured Deferrable Floating Rate
Notes due 2031, Downgraded to B3 (sf); previously on May 16, 2022
Affirmed B2 (sf)

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

EUR232,000,000 (current outstanding EUR114,788,989) Class A-RR
Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on May 16, 2022 Affirmed Aaa (sf)

EUR15,700,000 Class B-1-RR Senior Secured Floating Rate Notes due
2031, Affirmed Aaa (sf); previously on May 16, 2022 Upgraded to Aaa
(sf)

EUR30,000,000 Class B-2-RR Senior Secured Fixed Rate Notes due
2031, Affirmed Aaa (sf); previously on May 16, 2022 Upgraded to Aaa
(sf)

EUR31,500,000 Class E-RR Senior Secured Deferrable Floating Rate
Notes due 2031, Affirmed Ba2 (sf); previously on May 16, 2022
Affirmed Ba2 (sf)

Barings Euro CLO 2014-1 Designated Activity Company, issued in
April 2014 and refinanced in January 2017 and July 2018, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured European loans. The portfolio is
managed by Barings (U.K.) Limited. The transaction's reinvestment
period ended in July 2022.

RATINGS RATIONALE

The rating upgrades on the Class C-RR and Class D-RR notes are
primarily a result of the deleveraging of the Class A-RR notes
following amortisation of the underlying portfolio since the last
review in August 2023.

The downgrade on the rating on the Class F-RR notes is a result of
the deterioration in the credit quality and key credit metrics of
the underlying collateral pool since the last review in August
2023.

The affirmations on the ratings on the Class A-RR, Class B-1-RR,
Class B-2-RR and Class E-RR notes are primarily a result of the
expected losses on the notes remaining consistent with their
current rating levels, after taking into account the CLO's latest
portfolio, its relevant structural features and its actual
over-collateralisation ratios.

The credit quality has deteriorated as reflected in the
deterioration in the average credit rating of the portfolio
(measured by the weighted average rating factor, or WARF) and an
increase in the proportion of securities from issuers with ratings
of Caa1 or lower. According to the trustee report dated March 2024
[1] the WARF was 3062, compared with 2955 in the July 2023 [2]
report. Securities with ratings of Caa1 or lower currently make up
approximately 6.87% of the underlying portfolio as of March 2024
[1], versus 5.81% in July 2023 [2]. In addition, the trustee
reported weighted average recovery rate, has decreased from 43.30%
in July 2023 [2] to 42.60% in March 2024 [1].

The Class A-RR notes have paid down by approximately EUR97.5
million (42.0%) since the last review in August 2023 and EUR117.2
million (50.5%) since closing. As a result of the deleveraging,
over-collateralisation (OC) has increased. According to the trustee
report dated March 2024 [1] the Class A/B, Class C, Class D and
Class E OC ratios are reported at 155.37%, 137.45%, 125.23% and
110.43% compared to July 2023 [2] levels of 140.47%, 128.91%,
120.52% and 109.75%, respectively. Moody's notes that the April
2024 principal payments are not reflected in the reported OC
ratios.

The key model inputs Moody's uses in its analysis, such as par,
weighted average rating factor, diversity score and the weighted
average recovery rate, are based on its published methodology and
could differ from the trustee's reported numbers.

In its base case, Moody's used the following assumptions:

Performing par and principal proceeds balance: EUR262.5m

Defaulted Securities: EUR12.6m

Diversity Score: 47

Weighted Average Rating Factor (WARF): 3063

Weighted Average Life (WAL): 3.35 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.82%

Weighted Average Coupon (WAC): 4.32%

Weighted Average Recovery Rate (WARR): 42.36%

Par haircut in OC tests and interest diversion test:  0.74%

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

Moody's notes that the April 2024 trustee report was published at
the time it was completing its analysis of the March 2024 data. Key
portfolio metrics such as WARF, diversity score, weighted average
spread and life, and OC ratios exhibit little or no change between
these dates.

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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

CARLYLE EURO 2022-5: S&P Assigns B- (sf) Rating to Cl. E-R Notes
----------------------------------------------------------------
S&P Global Ratings assigned credit ratings to the class A-1-R,
A-2-R, B-R, C-R, D-R, and E-R notes and class A-1-R loan issued by
Carlyle Euro CLO 2022-5 DAC. At closing, the issuer also
consolidated and exchanged original S-1 and S-2 notes for a single
series of unrated subordinated notes.

The portfolio's reinvestment period will end approximately 4.5
years after closing and the non-call period will end 1.5 years
after closing.

The ratings reflect S&P's assessment of:

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

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

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

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

-- The transaction's counterparty risks, which is in line with our
counterparty rating framework.

  Portfolio benchmarks
                                                          CURRENT

  S&P Global Ratings' weighted-average rating factor     2,955.90

  Default rate dispersion                                  508.73

  Weighted-average life (years)                              4.38

  Weighted-average life (years) extended
  to match the reinvestment period                           4.50

  Obligor diversity measure                                139.76

  Industry diversity measure                                19.53

  Regional diversity measure                                 1.38


  Transaction key metrics
                                                          CURRENT

  Total par amount (mil. EUR)                              357.50

  Defaulted assets (mil. EUR)                                0.00

  Number of performing obligors                               158

  Portfolio weighted-average rating
  derived from our CDO evaluator                                B

  'CCC' category rated assets (%)                            2.83

  Actual 'AAA' weighted-average recovery (%)                36.10

  Actual weighted-average spread (%)                         4.25

  Actual weighted-average coupon (%)                         4.91

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

Asset Priming Obligations And Uptier Priming Debt

Under the transaction documents, the issuer can purchase asset
priming (drop down) obligations and/or uptier priming debt to
address the risk, where a distressed obligor could either move
collateral outside the existing creditors' covenant group or incur
new money debt senior to the existing creditors.

Rationale

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

"In our cash flow analysis, we used the EUR357.50 million target
par amount, the actual weighted-average spread (4.25%), the actual
weighted-average coupon (4.91%), and the actual weighted-average
recovery rate calculated in line with our CLO criteria. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.

"Under our structured finance sovereign risk criteria, we consider
that the transaction's exposure to country risk is sufficiently
mitigated at the assigned rating levels.

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

"The transaction's legal structure is bankruptcy remote, in line
with our legal criteria.

"The transaction securitizes a portfolio of primarily senior
secured leveraged loans and bonds, and is managed by Carlyle CLO
Management Europe LLC, a wholly owned subsidiary of Carlyle
Investment Management LLC, which is a Delaware limited liability
company, indirectly owned by The Carlyle Group L.P. Under our
"Global Framework For Assessing Operational Risk In Structured
Finance Transactions," published on Oct. 9, 2014, the maximum
potential rating on the liabilities is 'AAA'.

"Our credit and cash flow analysis show that the class A-2-R, B-R,
and C-R notes benefit from break-even default rate (BDR) and
scenario default rate cushions that we would typically consider to
be in line with higher ratings than those assigned. However, as the
CLO is still in its reinvestment phase, during which the
transaction's credit risk profile could deteriorate, we have capped
our ratings on these classes of notes. The class A-1-R, D-R, and
E-R notes and A-1-R loan can withstand stresses commensurate with
the assigned ratings.

"Until the end of the reinvestment period on Oct. 25, 2028, the
collateral manager may substitute assets in the portfolio for so
long as our CDO Monitor test is maintained or improved in relation
to the initial ratings on the notes. This test looks at the total
amount of losses that the transaction can sustain as established by
the initial cash flows for each rating and compares that with the
default potential of the current portfolio plus par losses to date.
As a result, until the end of the reinvestment period, the
collateral manager can, through trading, deteriorate the
transaction's current risk profile, as long as the initial ratings
are maintained.

"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our assigned ratings
are commensurate with the available credit enhancement for each
class of notes.

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

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

Environmental, social, and governance

S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to the following industries: production or marketing of
controversial weapons, tobacco or tobacco-related products, nuclear
weapons, thermal coal production, speculative extraction of oil and
gas, pornography or prostitution, illegal drugs, endangered
wildlife, palm oil, oil and gas extraction, oil exploration, opioid
manufacturing and distribution, coal, transportation of tar sands,
private prisons, soft commodities, adversely affecting animal
welfare, predatory lending, and controversial practices in land
use. Accordingly, since the exclusion of assets from these
industries does not result in material differences between the
transaction and our ESG benchmark for the sector, no specific
adjustments have been made in our rating analysis to account for
any ESG-related risks or opportunities."

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

  A-1-R      AAA (sf)    137.083   Three-month EURIBOR    38.00
                                   plus 1.48%

  A-1-R Loan AAA (sf)    84.567    Three-month EURIBOR    38.00
                                   plus 1.48%

  A-2-R      AA (sf)      37.60    Three-month EURIBOR    27.48
                                   plus 2.20%

  B-R        A (sf)       20.40    Three-month EURIBOR    21.78
                                   plus 3.00%
                      
  C-R        BBB- (sf)    25.11    Three-month EURIBOR    14.75
                                   plus 4.15%

  D-R        BB- (sf)     17.00    Three-month EURIBOR    10.00
                                   plus 7.21%

  E-R        B- (sf)     10.725    Three-month EURIBOR     7.00
                                   plus 8.52%

  Sub        NR           29.95    N/A                      N/A

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

EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.




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

CENTURION BIDCO: Fitch Lowers LongTerm IDR to 'B', Outlook Stable
-----------------------------------------------------------------
Fitch Ratings has assigned Engineering Ingegneria Informatica S.p.A
(EII) a Long-Term Issuer Default Rating (IDR) of 'B' with a Stable
Outlook.

Fitch has also downgraded Centurion Bidco S.p.A.'s Long-Term IDR to
'B' from 'B+'. The Outlook is Stable. Fitch has simultaneously
withdrawn Centurion's rating following its merger into EII. Fitch
has also downgraded Centurion's senior secured instrument rating to
'B' from 'BB-' and revised its Recovery Rating to 'RR4' from 'RR3'
following significant increases in factoring. The ratings on
Centurion's debt instruments have been transferred to EII following
the merger of the two entities.

The downgrade reflects the company's high leverage, weak coverage
ratios and lower free cash flow (FCF) through the forecast horizon.
While the company has performed well in the past 12-months, it has
not been sufficient to offset the increase in leverage following
the Be acquisition. This also reflects its view that the company,
similarly to other IT service providers, has limited capacity to
further increase profitability and will need significant time to
deleverage organically.

Fitch has withdrawn Centurion's IDR following its merger into EII.

KEY RATING DRIVERS

Higher Leverage: Fitch projects EII's Fitch-defined EBITDA leverage
at 6.6x by end-2024, higher than previously expected, and over its
downgrade threshold for the 'B' rating. This is due to a
significant increase in factoring utilisation and large drawings on
the revolving credit facility (RCF). The company may start repaying
the RCF in 2026 when Fitch expects it to return to positive FCF
generation. EBITDA leverage should ease back to within its 'B'
threshold by 2025. Thereafter, Fitch expects leverage to slowly
decline to 5.8x by end-2026.

Moderate Organic Growth: Fitch expects EII's organic revenue growth
to average around 5% for 2024-2027. It trades almost solely in
Italy, where Fitch expects slow GDP growth of 0.7% in 2024.
However, trends and incentives for digitalisation under the Italian
National Recovery and Resilience Plan should aid new contract wins.
Fitch expects the finance and public administration segments to be
key contributors to growth in 2024, while health care normalises
following the large one-off spike in 2023 due to the telemedicine
contract.

Slow Increase in Profitability: Fitch projects Fitch-defined EBITDA
margin to decrease to 13% in 2024 from 13.5% in 2023 following an
increase in lease expenses. Margins will remain around 13% until
2026 with small 0.1%-0.3% increases each year thereafter. EII's
revenues are driven by mission critical IT services and consultancy
in digital transformation, where personnel and outsourced technical
support make up the majority of the cost base. Margins are lower
than at pure software houses.

Fitch does not expect contract profitability to significantly
increase, as specialised labour cost inflation is compensated by
relocations of part of the workforce to lower labour-cost areas in
the country. EII's profitability could see higher-than-expected
increases as investments in proprietary technologies increase their
share of total revenue.

Poor FCF Generation: FCF margins were negative in 2023 and Fitch
expects them to remain negative in 2024 before recovering to above
1% in 2026 and over 2% thereafter. Fitch expects the company to
reduce its capex to around EUR 50million in 2024 from EUR91 million
in 2023. Fitch also expects non-recurring costs to decrease to
around EUR40 million in 2024 from EUR55 million in 2023, supporting
the FCF stabilisation. The company has good underlying FCF
generation capacity, which supports the rating. However, any delays
to normalised FCF generation would put further pressure on the
rating.

Volatile Liquidity: Working capital can be volatile, as significant
investments in client receivables are key to securing contracts. In
addition, the company has working capital volatility within the
quarter which may lead to drawings on the RCF or further increases
in factoring utilisation. This is will impact Fitch-adjusted debt
metrics and lead to increases in leverage if not accompanied by an
increase in EBITDA.

Fitch has assumed EUR150 million of restricted cash for year-end
2023, of which EUR80 million is guaranteed to R&D partners and the
remaining EUR70 million is an estimate between the peak and trough
of the company's cash on balance sheet each quarter.

Strong Position in Italy: EII ranks among the top-three players in
Italy in implementation and management of software applications,
with a market share of around 10%. Its scale and reputation have
helped it generate above GDP growth over the last 20 years, driven
by organic and inorganic investments. Fitch believes that EII will
be able to capitalise on expected growth in digital investments in
the country, which still lags the rest of western Europe. However,
the domestic market remains competitive.

DERIVATION SUMMARY

EII has strong positions in the Italian IT software and consulting
services markets. It benefits from a diversified client base with
large coverage of main Italian banks. Its rating reflects
technological knowledge and a leading market position in Italy, a
contract-based revenue model and high leverage.

Around 20% of revenues come from internally-developed software
solutions, with the rest from consulting and systems integration.
This project-led business model generates a lower-than-sector
average EBITDA margin, although it results in a stable FCF
profile.

EII's Fitch-rated LBO peers include IT service companies such as
Cedacri S.p.A. (B/Negative) and AlmavivA S.p.A. (BB/Stable).
Additionally, it is comparable to employee resource planning
software-as-a-service providers TeamSystem S.p.A. (B/Stable) and
Unit4 Group Holding B.V. (B/Stable). Against pure software
providers, it is comparable with Dedalus SpA (B-/Negative).

EII has similar leverage than its LBO peers but generates lower
EBITDA and FCF margins. This is related to the consulting nature of
its business model and its lower share of predictable and recurring
revenues than peers, which have either a stronger subscription
model or pure software content.

KEY ASSUMPTIONS

- Revenue growth of 5.3% and 5.2% in 2023 and 2024, respectively,
followed by around 4.8% in 2026 and 4.5% in 2027

- Fitch-defined EBITDA margin to stay around 13.0% in 2024 and 2025
before rising to around 13.1% in 2026, and 13.4% in 2027

- Negative working-capital outflows offset with factoring
utilisation

- Capex at around 2.4-2.9% of revenue in 2024-2027

- Bolt-on acquisitions of EUR10 million a year from 2025 onwards

RECOVERY ANALYSIS

The recovery analysis assumes that EII would be considered a
going-concern (GC) in bankruptcy, and that it would be reorganised
rather than liquidated, given the inherent value behind its
contract portfolio, its incumbent software licenses and strong
client relationships.

Fitch has assumed a 10% administrative claim. Fitch assesses GC
EBITDA at about EUR175 million, Fitch estimates that at this level
of EBITDA, after the undertaking of corrective measures, it would
generate neutral FCF.

Financial distress, leading to a restructuring, may be driven by
severe recessionary effects, shrinking the client base as customers
cut back on non-critical consulting and outsourcing. Additionally,
should the company fall technologically behind its competitors, it
may lose its clients' business-critical projects to competition.

An enterprise value (EV) multiple of 5.5x EBITDA is applied to the
GC EBITDA to calculate a post-reorganisation EV. This is in line
with multiples used for other software-focused issuers rated in the
'B' category.

Its recovery analysis includes EII's EUR605 million senior secured
notes, a EUR38 million term loan B ranking pari passu with each
other and the EUR385 million notes. Fitch assumes a fully drawn
super senior RCF of EUR195 million, and around EUR50 million of
bilateral facilities and other financial liabilities.

Fitch assumes EUR250 million of receivables factoring is not
available through a potential restructuring. The debt waterfall
analysis results in expected recoveries of 43% for the senior
secured debt, resulting in a 'RR4' Recovery Rating and a 'B'
instrument rating.

RATING SENSITIVITIES

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

- EBITDA leverage below 5.0x on a sustained basis

- Cash from operations less capex/total debt at mid to high single
digit percentage, due to higher contract profitability and improved
working-capital management

- EBITDA/interest paid sustainably above 3.0x

- Increase of subscription-based recurring sales in the revenue
mix

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

- EBITDA leverage sustainably above 6.5x

- EBITDA/interest paid below 2.0x

- Worsening FCF margin below 1% through the cycle with increase in
cash outflows from working capital and higher capex requirements

- Deterioration in quality of revenue towards a less recurring,
contract-led revenue model

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Liquidity is underpinned by cash on balance
sheet and by an estimated undrawn amount available under the RCF of
around EUR75 million at 31 March 2024.

ISSUER PROFILE

EII is a leading Italian specialist in IT services, software
development, and the provision of digital platforms.

ESG CONSIDERATIONS

EII has an ESG Relevance Score of '4' for Governance Structure due
to the legal and commercial risks derived from being a contractor
of the public sector in Italy, which has a negative impact on the
credit profile, and is relevant to the ratings in conjunction with
other factors.

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

   Entity/Debt             Rating         Recovery   Prior
   -----------             ------         --------   -----
Centurion Bidco
S.p.a.               LT IDR B  Downgrade             B+
                     LT IDR WD Withdrawn             B

   senior secured    LT     B  Downgrade     RR4     BB-

Engineering
Ingegneria
Informatica S.p.A.   LT IDR B  New Rating



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

ALTISOURCE SARL: $412MM Bank Debt Trades at 48% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Altisource Sarl is
a borrower were trading in the secondary market around 51.6
cents-on-the-dollar during the week ended Friday, April 26, 2024,
according to Bloomberg's Evaluated Pricing service data.

The $412 million Payment in kind Term loan facility is scheduled to
mature on April 2, 2025.  About $226.2 million of the loan is
withdrawn and outstanding.

Altisource Solutions S.a.r.l. specializes in developing and
providing services and technology solutions for real estate,
mortgage, and asset recovery and customer relationship management.
The Company's country of domicile is Luxembourg.


ARDAGH GROUP: S&P Lowers ICR to 'CCC+' on Debt Restructuring Risk
-----------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Luxembourg-based metal and glass packaging producer Ardagh Group
S.A. (Ardagh) to 'CCC+' from 'B-'. The outlook on this rating is
stable.

S&P said, "We also lowered our issue ratings on the senior secured
notes issued by Ardagh Metal Packaging Finance PLC to 'B' from
'B+', and on Ardagh Metal Packaging Finance PLC's senior unsecured
notes to 'CCC+' from 'B-'.

"The stable outlook on Ardagh Metal Packaging Finance PLC reflects
our expectation that Ardagh Metal Packaging (AMP) will continue to
generate positive cash flow in the next 12 months and pay a
dividend to Ardagh. We do not anticipate a default at Ardagh would
immediately affect our rating on Ardagh Metal Packaging Finance
PLC, but it faces some risk from weaker parts of the group.

"Ardagh aims to complete debt refinancing in the second quarter of
2024.On April 15, Ardagh announced it had entered into an agreement
with Apollo for three new senior facilities. The facilities will be
provided to Ardagh Investments Holdings S.a.r.l. (AIHS) and include
a EUR790 million senior secured term loan; a $250 million
(equivalent) senior secured exchange term loan; and an additional
senior secured term loan to fund a debt service reserve account.
The facilities will mature in 2029 and are secured on all material
assets of AIHS, including a pledge on the equity interests of AIHS
in Ardagh Metal Packaging S.A. The EUR790 million and the debt
service reserve loan are expected to be drawn down in the second
quarter of 2024.

"Ardagh's liquidity will remain adequate following the transaction.
This transaction alleviates the refinancing risk linked to the $700
million notes due in April 2025. Despite this, we continue to
believe the refinancing of its $2.57 billion notes due in August
2026 relies materially on positive market sentiment. In our view,
creditworthiness remains undermined by our expectation of continued
negative adjusted free operating cash flows (FOCF) and its debt
burden, which we view as high. We continue to view the group's
capital structure as unsustainable.

"We will likely view any debt repurchase as distressed and not
opportunistic. The company may use the $250 million exchange loan
to buy back either the senior unsecured notes issued by APF and
AHUSA or the PIK toggle notes issued by ARD Finance S.A., held or
acquired by Apollo investors. We believe these notes will be
purchased at a material discount to par, meaning Ardagh would not
honor the original promise to investors.

"We would therefore likely consider such a transaction as
tantamount to default; upon completion, we would move our long-term
issuer credit rating on Ardagh and certain rated subsidiaries (ARD
Finance S.A., Ardagh Packaging Holdings Ltd., and Ardagh Packaging
Group Ltd.) to 'SD', and the issue-level ratings on the repurchased
notes to default. The 'CCC-' issuer credit ratings and negative
outlooks on these entities reflect this high vulnerability of
nonpayment in the next six months.

"We do not anticipate a default at Ardagh would directly hurt our
rating on Ardagh Metal Packaging Finance PLC, although some risk
exists. Therefore, we lowered Ardagh Metal Packaging Finance PLC's
issuer credit rating to 'CCC+' from 'B-'.

"We will likely lower our recovery rating on Ardagh's senior
secured notes to '4' from '3' when refinancing is complete. Given
the additional security provided to Apollo's new loans, we would
most likely view them as prior ranking to the remaining senior
secured notes co-issued by APF and AHUSA. Therefore, we will likely
lower our recovery rating on the senior secured notes co-issued by
APF and AHUSA to '4' from '3' once refinancing is complete. The
issue ratings would remain in line with the issuer credit rating."

Ardagh, ARD Finance S.A., Ardagh Packaging Holdings Ltd., and
Ardagh Packaging Group Ltd.

The negative outlooks on Ardagh, ARD Finance S.A., and the rated
glass packaging subsidiaries reflect S&P's expectation that the
group will likely undergo a distressed exchange within the next six
months.

S&P said, "Upon completion of any potential buybacks of the senior
unsecured notes issued by Ardagh at below par, we would move our
long-term issuer credit rating on Ardagh and its subsidiaries to
'SD'. Following the transaction, we will evaluate its benefits for
Ardagh's financial risk profile, credit metrics, and financial
policy. This includes the impact of the transaction on the group's
post-transaction capital structure and ability to meet future debt
repayments."


S&P said, "The stable outlook on Ardagh Metal Packaging Finance PLC
reflects our expectation that any selective default at Ardagh due
to distressed debt purchases funded by the exchange loan would not
hinder our rating on Ardagh Metal Packaging Finance PLC to the same
extent as other group entities. That said, we do not view such
contagion risk as immaterial, notably when it comes to the
sensitivity and confidence of capital markets towards AMP. We
therefore consider a 'CCC+' issuer credit rating on Ardagh Metal
Packaging Finance PLC as appropriate until all latent group-related
risks persist. We expect AMP will continue to generate positive
cash flows in the next 12 months and pay dividends to Ardagh."

Ardagh Group SA

S&P could revise its outlook to stable if:

-- S&P does not expect any debt buy-backs

-- The group refinances its 2026 upcoming notes; and

-- S&P foresees a material improvement in adjusted sustainable
FOCF. This will most likely include a recovery in EBITDA margins
closer to their historical levels.

S&P could lower its issuer credit rating on Ardagh Metal Packaging
Finance PLC if there is an increased risk of Ardagh not being able
to refinance its senior secured notes due in 2026 at an affordable
price, which in turn heightens negative market sentiment on capital
market for AMP.

S&P could raise its issuer credit rating on Ardagh Metal Packaging
Finance PLC if:

-- Ardagh refinances its senior secured notes due in 2026,
removing most of the latent risks from group-related entities for
AMP; and

-- AMP maintains positive cash flows and gradually reduces its
leverage.


SITEL GROUP: EUR1BB Bank Debt Trades at 18% Discount
----------------------------------------------------
Participations in a syndicated loan under which Sitel Group SA is a
borrower were trading in the secondary market around 82
cents-on-the-dollar during the week ended Friday, April 26, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR1 billion Term loan facility is scheduled to mature on
August 28, 2028.  The amount is fully drawn and outstanding.

Sitel Group S.A, domiciled in Luxembourg but with a US-based
headquarters and management team based in Miami, Florida, is a
leading global provider of CX products and solutions.


SK NEPTUNE HUSKY: $610MM Bank Debt Trades at 97% Discount
---------------------------------------------------------
Participations in a syndicated loan under which SK Neptune Husky
Group Sarl is a borrower were trading in the secondary market
around 3.2 cents-on-the-dollar during the week ended Friday, April
26, 2024, according to Bloomberg's Evaluated Pricing service data.

The $610 million Term loan facility is scheduled to mature on
January 3, 2029.  The amount is fully drawn and outstanding.

SK Neptune Husky Intermediate IV S.a.r.l. is the parent of
Luxembourg-based pigments manufacturer Heubach. SK Neptune Husky
Group Sarl has its registered office in Luxembourg.




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

KETER GROUP: EUR690MM Bank Debt Trades at 16% Discount
------------------------------------------------------
Participations in a syndicated loan under which Keter Group BV is a
borrower were trading in the secondary market around 83.7
cents-on-the-dollar during the week ended Friday, April 26, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR690 million Term loan facility is scheduled to mature on
March 31, 2025.  The amount is fully drawn and outstanding.

Keter Group BV manufactures and markets resin-based household and
garden consumer products. The Company offers furniture, storage,
and organization solutions, such as sheds, deck boxes, dining
tables, seating lounge sets, cabinets, shelves, workbenches,
sawhorses, tool chest systems, and outdoor toys. The Company’s
country of domicile is the Netherlands.


LOPAREX MIDCO: $103.9MM Bank Debt Trades at 46% Discount
--------------------------------------------------------
Participations in a syndicated loan under which Loparex Midco BV is
a borrower were trading in the secondary market around 53.9
cents-on-the-dollar during the week ended Friday, April 26, 2024,
according to Bloomberg's Evaluated Pricing service data.

The $103.9 million Term loan facility is scheduled to mature on
February 1, 2027.  The amount is fully drawn and outstanding.

Loparex is a provider of release liners. The majority of end market
sales come from graphic arts, tapes, industrial, and medical.
Labelstock, hygiene, and composites accounts for a smaller portion
of end market sales. The Company’s country of domicile is the
Netherlands.


LOPAREX MIDCO: $234MM Bank Debt Trades at 18% Discount
------------------------------------------------------
Participations in a syndicated loan under which Loparex Midco BV is
a borrower were trading in the secondary market around 82.4
cents-on-the-dollar during the week ended Friday, April 26, 2024,
according to Bloomberg's Evaluated Pricing service data.

The $233.9 million Term loan facility is scheduled to mature on
February 1, 2027.  The amount is fully drawn and outstanding.

Loparex is a provider of release liners. The majority of end market
sales come from graphic arts, tapes, industrial, and medical.
Labelstock, hygiene, and composites accounts for a smaller portion
of end market sales. The Company’s country of domicile is the
Netherlands.




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

AYT COLATERALES CCM I: Fitch Hikes Rating on Class D Notes to 'Bsf'
-------------------------------------------------------------------
Fitch Ratings has taken upgraded three tranches of AyT Colaterales
Global Hipotecario, FTA Serie CCM I (CCM 1) and removed the class C
notes from Rating Watch Positive (RWP). Fitch has also affirmed AyT
Caja Granada Hipotecario 1, FTA's (Granada 1) notes.

   Entity/Debt                Rating           Prior
   -----------                ------           -----
AyT Colaterales Global
Hipotecario, FTA
Serie CCM I

   Class A ES0312273248   LT AAAsf  Affirmed   AAAsf
   Class B ES0312273255   LT AA+sf  Upgrade    A+sf
   Class C ES0312273263   LT Asf    Upgrade    BB+sf
   Class D ES0312273271   LT Bsf    Upgrade    CCsf

AyT Caja Granada
Hipotecario 1, FTA

   Class A ES0312212006   LT A+sf   Affirmed   A+sf
   Class B ES0312212014   LT A+sf   Affirmed   A+sf
   Class C ES0312212022   LT Csf    Affirmed   Csf
   Class D ES0312212030   LT Csf    Affirmed   Csf

TRANSACTION SUMMARY

The transactions comprise fully amortising Spanish residential
mortgages serviced by Caixabank S.A. (BBB+/F2/Stable) for Granada
1, and by Unicaja Banco S.A. (BBB-/Stable/F3) for CCM 1. The
transactions closed in 2007 and 2008, respectively, and have
outstanding portfolio balances equivalent to 14% and 26% of
closing, as of the latest reporting dates.

KEY RATING DRIVERS

Updated Interest Deferability Rating Approach: The upgrade of CCM
1's class B and C notes reflect the update of Fitch's Global
Structured Finance Rating Criteria on 19 January 2024 in relation
to interest deferability, which previously capped the ratings at
'A+sf' and 'BB+sf', respectively.

The removal of the deferral cap under the new criteria reflects its
assessment that interest deferability is permitted under
transaction documentation for all rated notes and does not
constitute an event of default, that any interest deferrals will be
fully recovered by the legal maturity date, deferrals are a common
structural feature in Spanish RMBS, and the transactions'
documentation include a defined mechanism for the repayment of
deferred amounts. Nevertheless, its analysis shows that CCM 1's
class B and C notes could defer interests for more than six years.

Increasing Credit Enhancement: The rating actions reflect Fitch's
view that the notes are sufficiently protected by credit
enhancement (CE) to absorb the projected losses commensurate with
the corresponding rating scenarios. For example, the upgrade of CCM
1's class D notes reflects the CE increase to 11.4% as of November
2023 from 8.5% of the previous rating review in March 2023.

For Granada 1, Fitch expects structural CE to continue increasing
in the short to medium term given the prevailing sequential
amortisation of the notes, and a gradual reduction of the principal
deficiency ledger. Despite the cash reserve fund being fully
depleted for almost 10 years, CE ratios are robust at between 70.1%
and 19% for the class A and B notes as of March 2024.

Interest Rate Risk: CCM 1 is unhedged, with fixed-rate liabilities
and the floating-rate portfolio linked to 12-month Euribor.
However, current and projected CE protection for the rated notes is
sufficient to mitigate the associated cash flow risks for their
current ratings. Under the prevailing stable rate environment, the
difference between floating assets and fixed-rate liabilities is
providing positive excess spread to the transaction, which Fitch
expects to gradually replenish the reserve fund (currently at
around 85% of its target level) and provide additional CE.

Counterparty Risks Cap Ratings: For Granada 1, the 'A+sf' maximum
achievable rating continues to reflect the transaction account
bank's (TAB) contractually-defined minimum eligibility ratings of
'BBB+' and 'F2', which are not compatible with 'AAsf' or 'AAAsf'
category ratings as per Fitch's Structure Finance and Covered Bonds
Counterparty Rating Criteria. Moreover, CCM 1's class C notes'
rating is now capped at the TAB provider's, Banco Santander, S.A.,
long-term deposit ratings of 'A' as the cash reserve fund held at
the TAB represents a material source of total CE. The rating cap
reflects an excessive counterparty dependence as per Fitch's
criteria.

Portfolio Risky Features: The portfolios are highly exposed to the
region of Andalucía (over 84% for Granada 1) and Castilla la
Mancha (over 75% for CCM 1). To address regional concentration
risk, Fitch applies higher rating multiples to the base foreclosure
frequency (FF) assumption to the portion of the portfolios that
exceeds 2.5x the population within these regions relative to the
national total, in line with its European RMBS Rating Criteria.
Additionally, more than 45% and 64% of the assets in Granada 1 and
CCM 1 have an original term to maturity greater than 366 months, a
feature that carries a FF adjustment of 120% within Fitch's credit
analysis.

Granada 1 has an elevated Environmental, Social and Governance
(ESG) Relevance Score for 'Transaction Parties & Operational Risk',
due to modification of account bank replacement triggers after the
transaction's closing, which results in a lower rating by at least
one category. The initially defined eligibility trigger of 'F1' as
of the closing date was modified to dynamic trigger thresholds in
December 2015.

RATING SENSITIVITIES

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

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

Long-term asset performance deterioration such as increased
delinquencies or larger defaults, which could be driven by changes
in macroeconomic conditions, interest-rate increases or borrower
behaviour. For instance, a combined scenario of increased defaults
and decreased recoveries by 15% each could trigger a downgrade of
two notches for CCM 1's class C notes and four notches for the
class D notes.

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

The notes rated 'AAAsf' are at the highest level on Fitch's scale
and cannot be upgraded.

For Granada 1 senior notes, TAB minimum eligibility ratings that
are compatible with 'AAsf' and 'AAAsf' ratings, complemented by an
improved liquidity position that fully mitigates payment
interruption risk.

For both transactions, mezzanine and junior notes, CE ratios
increase as the transaction deleverages to fully compensate the
credit losses and cash flow stresses commensurate with higher
rating scenarios, all else being equal. For instance, the
combination of decreased defaults and increased recoveries by 15%
each could trigger an upgrade of four notches for CCM 1's class D
notes.

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

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

DATA ADEQUACY

AyT Caja Granada Hipotecario 1, FTA, AyT Colaterales Global
Hipotecario, FTA Serie CCM I.

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

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transaction's AyT Caja
Granada Hipotecario 1, FTA, AyT Colaterales Global Hipotecario, FTA
Serie CCM I initial closing. The subsequent performance of the
transactions over the years is consistent with the agency's
expectations given the operating environment and Fitch is therefore
satisfied that the asset pool information relied upon for its
initial rating analysis was adequately reliable.

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

PUBLIC RATINGS WITH CREDIT LINKAGE TO OTHER RATINGS

CCM 1's class C notes are linked and capped to the TAB's deposit
rating due to excessive counterparty risk exposure.

ESG CONSIDERATIONS

Granada 1 has an elevated ESG Relevance Score of 5 for 'Transaction
Parties & Operational Risk', due to modification of account bank
replacement triggers after the transaction's closing, which has
resulted in a lower rating by at least one category. The initially
defined eligibility trigger of 'F1' as of closing date was modified
to dynamic trigger thresholds in December 2015.

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

BOLUDA TOWAGE: Fitch Assigns Final 'BB' Rating to Sr. Sec. Loan
---------------------------------------------------------------
Fitch Ratings has assigned a final rating of 'BB' to Boluda Towage,
S.L.'s new EUR1,100 million senior secured term loan B (TLB)
maturing in January 2030. It has also affirmed Boluda's Long-Term
Issuer Default Rating (LT IDR) at 'BB'. All the Outlooks are
Stable.

RATING RATIONALE

The final ratings are in line with their expected ratings assigned
in March 2024. Terms and conditions are broadly in line with
expectations and there have been no material credit events or
developments affecting Boluda Towage's credit profile.

The proceeds of the TLB have been used to refinance the existing
TLB and to reorganise the group, including integrating other towage
businesses and some expected acquisitions into the ringfenced
perimeter. Overall, Fitch views the transaction as credit neutral
due to a broadly unchanged business profile and gross leverage
metrics.

For an overview of Boluda Towage's credit profile, including key
rating drivers, see 'Fitch Rates Boluda Towage's New TLB
'BB(EXP)'/Stable', published 19 March 2024.

RATING SENSITIVITIES

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

- Gross debt/EBITDA above 5.5x on a sustained basis.

- Deterioration in the business profile as a consequence of
decreasing weighted average concession and license life, increased
competition in its main markets affecting margin stability, or
decreasing EBITDA generated in the markets where Boluda is sole
operator.

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

- Gross debt/EBITDA below 4.5x on a sustained basis.

ESG CONSIDERATIONS

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

   Entity/Debt                Rating            Prior
   -----------                ------            -----
Boluda Towage, S.L.     LT IDR BB  Affirmed     BB

   Boluda Towage,
   S.L./Project
   Revenues - Senior
   Secured Debt/1 LT    LT     BB  New Rating   BB(EXP)

SABADELL CONSUMO 2: Fitch Affirms 'BBsf' Rating on Class F Notes
----------------------------------------------------------------
Fitch Ratings has affirmed Sabadell Consumo 2, FT's notes. The
Outlooks are Stable.

   Entity/Debt                Rating            Prior
   -----------                ------            -----
Sabadell Consumo 2, FT

   Class A ES0305622005   LT AAAsf   Affirmed   AAAsf
   Class B ES0305622013   LT AAAsf   Affirmed   AAAsf
   Class C ES0305622021   LT AA-sf   Affirmed   AA-sf
   Class D ES0305622039   LT BBB+sf  Affirmed   BBB+sf
   Class E ES0305622047   LT BBB-sf  Affirmed   BBB-sf
   Class F ES0305622054   LT BBsf    Affirmed   BBsf

TRANSACTION SUMMARY

The transaction is a static securitisation of a portfolio of fully
amortising general-purpose consumer loans originated by Banco de
Sabadell, S.A. (Sabadell; BBB-/Positive/F3) to individual Spanish
residents. All the loans have been granted to existing Sabadell
clients. The pool comprises pre-approved (61.5%) and on-demand
loans (38.5%) for general purposes, such as home improvement,
appliances and furniture and vehicle acquisition.

The notes are amortising pro-rata with triggers to switch to
sequential. Credit enhancement (CE) consists of structural
subordination and a reserve fund that amortises with the class A to
G notes' balance (1.17%) with a floor of EUR3.2 million.

KEY RATING DRIVERS

Asset Assumptions Maintained: Fitch has maintained the base case
remaining life default rate of 4.5% for the total pool. The
transaction's observed and projected performance remain in line
with Fitch's expectations. Gross cumulative defaults over the
initial portfolio balance (GCD) ratio and 90+days past due as of
the payment date of February 2024 stood at 2.0% and 2.1%
respectively.

Fitch maintains different base case recoveries for pre-approved and
on-demand loans at 15% and 20%, respectively. Recoveries remain low
but considering the transaction default definition and recovery
timing assumptions, Fitch expects convergence to the blended base
case rate of 16.9% in the medium to long term. For a 'AAA'
scenario, the lifetime default rate and the recovery rate are 20.3%
and 9.3%, respectively.

CE Trends: Fitch expects credit enhancement (CE) to remain stable
as the class A to G notes continue amortising pro rata. Under the
base case scenario, Fitch views the key switch to sequential
triggers, including key performance triggers (GCD exceeding a
certain dynamic threshold or a principal deficiency greater than
0.1% of the initial portfolio balance), as unlikely to be breached
in the short term under its central scenario.

The tail risk posed by the pro-rata paydown is mitigated by a
mandatory switch to sequential amortisation when the portfolio
balance falls below 10% of its initial balance (54.4% as of the
latest payment date). Fitch expects CE to increase once the
transaction switches to sequential amortisation or the reserve fund
reaches its floor and stops amortising.

Servicing Disruption Risk Mitigated: Fitch views servicing
disruption risk as mitigated by the liquidity provided by a cash
reserve equal to 1.17% of the class A to G outstanding balance,
which would cover senior costs, net swap payments and interest on
these notes for more than two months. Fitch views this period as
sufficient to implement alternative arrangements upon Sabadell
being downgraded below 'BBB-', including the pre-funding of an
additional third month within 14 days or establishing a replacement
servicer. Moreover, the trustee operates as a back-up servicer
facilitator.

Deviation from MIR: The affirmation of the class D and F notes is a
one-notch deviation from the model-implied ratings (MIR). The
deviations reflect Fitch's forward-looking view and the notes'
sensitivity to changes in default and recovery levels.

RATING SENSITIVITIES

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

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

- Long-term asset performance deterioration, such as increased
delinquencies or reduced portfolio yield, which could be driven by
changes in portfolio characteristics, macroeconomic conditions,
business practices or the legislative landscape. For instance, a
10% increase of defaults combined with a 10% decrease of recoveries
could lead to downgrades of up to one notch.

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

- The class A and B notes are rated at the highest level on Fitch's
scale and cannot be upgraded.

- For the class C to F notes, CE increasing as the transaction
deleverages, able to fully compensate the credit losses and cash
flow stresses commensurate with higher rating scenarios. Positive
rating action on these classes could also be driven by long-term
performance of the underlying assets, including reduced level of
defaults or an increase in the level of recoveries, that is better
than Fitch's current assumptions. For instance, a 10% decrease in
defaults combined with a 10% increase in recoveries could lead to
upgrades of up to two notches.

CRITERIA VARIATION

Fitch has deviated from its Structured Finance and Covered Bonds
Counterparty Rating Criteria in analysing payment interruption
risk. The agency considers the liquidity coverage of two months
(compared with the coverage of one month as per the criteria),
fully compensates for servicer remedial actions established after
losing its 'BBB-' IDR compared with 'BBB' and 'F2' under the
criteria. Considering the updated Global Structured Finance Rating
Criteria, the application of this variation has a rating impact of
up to one notch on the class A and B notes.

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

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

DATA ADEQUACY

Sabadell Consumo 2, FT

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

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

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

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

ESG CONSIDERATIONS

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



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

BELLIS FINCO: S&P Assigns Prelim 'B+' LT Issuer Credit Rating
-------------------------------------------------------------
S&P Global Ratings assigned its preliminary 'B+' long-term issuer
credit rating to Bellis Finco PLC and its preliminary 'B+' issue
and preliminary '3' recovery rating to the company's proposed
senior secured term loan B (TLB). The recovery rating reflects
S&P's estimate of 65% recovery in the event of a payment default.

S&P said, "The stable outlook reflects our expectation that the
group will successfully integrate the EG UKI business and will
continue to advance its strategic plans and deliver growth in its
core segments, resulting in revenues above GBP28 billion in 2024
and EBITDA margins close to 5%. We also expect the group to deliver
sizable free operating cash flow (FOCF) after leases while reducing
S&P Global Ratings-adjusted leverage to 7.5x in 2024 (6.3x
excluding payment-in-kind [PIK] instruments) from 10.2x in 2023 and
committing to the financial policy and governance standards
commensurate with its targeted deleveraging path."

Bellis Finco PLC, the parent company of the U.K.-based food
retailer, ASDA Group, intends to issue a GBP900
million-euro-equivalent (EUR1,150 million) senior secured term loan
B (TLB) maturing in 2031, through its subsidiary Bellis Acquisition
PLC and GBP1,750 million of additional senior secured indebtedness,
and use the proceeds to refinance its existing senior secured
instruments. The group also intends to extend its existing Term
Loan A and its revolving credit facility.

ASDA benefits from a strong presence in the highly competitive U.K.
food retail market with about 14% market share and revenues above
GBP25 billion in 2023.ASDA is the third-largest supermarket in the
U.K. with 14% market share according to Kantar, behind Tesco (28%
market share) and Sainsbury's (15% market share). The group
benefits from a strong presence across the U.K. with a historical
stronghold in the North of England and Wales while it attracts a
wide range of customers, focused mainly on value. S&P notes that
the recent acquisitions of the petrol filling stations (PFS) and
convenience stores from Co-operative Group in 2022 and from EG
Group (EG UKI) in 2023 strengthens the group's presence in the
South of England and its format diversity by adding convenience
stores and food-to-go locations to its historical footprint of the
large format stores.

S&P said, "We forecast that ASDA will expand its earnings base and
profitability as it builds on the product and offering
diversification and expands its strategic initiatives. The recent
acquisitions of PFS and foodservice operations will allow the group
to continue to expand into the convenience sector, the highest
growing sub-sector within the food retailing industry. We expect
that sales of fuel and non-food (comprising clothing and general
merchandise, mostly sold under own label, George), will account in
2024 for about 20% and 11% of sales, respectively. This would
support ASDA if it were to face headwinds in food retailing, thanks
to increasing diversification, higher margin non-food products, and
cross-selling activities. In line with the industry, the group
benefited from an increase in online sales in 2020-2021 and has
maintained online sales above GBP3 billion since, becoming the
second-largest supermarket in this space (after Tesco) and
benefiting from an omnichannel strategy. We also acknowledge the
strong penetration of its Rewards program (50% of its sales),
though still below some of its competitors (Tesco has an 83%
penetration of its ClubCard), and the fact that 54% of total sales
are of its own brand, evidencing a strong brand and attractiveness
to U.K. shoppers."

However, the business risk profile is constrained by concentration
in the U.K. and exposure to potential supply chain disruption. The
group's operations are concentrated in a single country, exposing
it to macroeconomic and regulatory headwinds from limited
geographic diversification. The U.K. food retail market is highly
competitive, with Tesco remaining the market leader, German
discounters, Aldi and Lidl, having a cumulative share of 18%, and
the online segment represented by Ocado Retail and online offering
of all major grocers. Though the group lost significant market
share over the past decade (with 17% market share in 2014 down to
13.8% as of March 2024, according to Kantar), the group has managed
to stabilize market share at around 13.5%-14% since the acquisition
from Walmart in 2021. The group's margins have been constrained
over recent years by the investment in IT and systems (Project
Future) as well as investment in prices and the effect of inflation
on the cost base (particularly related to wages). These factors
brought S&P Global Ratings-adjusted EBITDA margin to around 4% in
2022 and 2023. S&P said, "We expect margins to recover toward 5% in
line with our 5%-10% average range for the industry, with total
adjusted EBITDA up to GBP1.6 billion thanks to a higher margin
contribution from EG UKI from 2024 and the wind down of Project
Future. We note that the new systems integration could bring some
execution risk, especially regarding stock management. Higher
presence in the fuel business exposes the group to additional
risks. We expect that the fuel sector will continue to see slow but
steady volume decline as a result of new regulation on fossil fuels
and electric vehicles and as well as volatility in oil prices."
This comes in addition to the exposure to supply chain disruption
on both its food and non-food business and the impact on working
capital, though it is partially offset by its vertical integration
through its International Procurement and Logistics (IPL) division
(from which it sources 11% of the cost of goods sold, excluding
fuel).

The proposed refinancing will reduce near-term refinancing risk,
but significantly higher interest will mute the effect on cash flow
generation from EBITDA expansion. The group has recently approached
the market to refinance and extend the maturity of its senior
secured debt instruments due in 2025 and 2026. The group will
reduce its refinancing risk with an average maturity following the
transaction above five years. The closest maturity pro forma the
transaction will be the GBP500 million proposed stub of the 2026
senior secured notes and GBP500 million senior unsecured notes
maturing in February 2027, that are not part of this transaction.
S&P said, "We view the proactive management of upcoming debt
maturities as an indication of appropriate risk management.
However, we note that in the current high interest rate
environment, the group will refinance its capital structure at a
much higher cost, with average all-in margins closer to 8%-9%
versus existing at close to 4%. The extent to which this will
affect FOCF will depend on the final terms of the refinancing."

Higher profits and positive working capital dynamics will translate
into healthy FOCF after leases, despite higher capital expenditure
(capex) and interest expenses. In 2023, ASDA generated GBP390
million of FOCF after leases. S&P said, "We anticipate FOCF after
leases will remain around GBP200 million in 2024 and 2025 as it
benefits from the increasing EBITDA margin as well as positive
working capital dynamics resulting from economies of scale in
procurement and more efficient working capital management as the
systems upgrade rolls out. However, this positive trend will be
partially offset by higher cash interest expense (at around GBP510
million including lease interest expense in 2024 and GBP580 million
in 2025, from GBP370 million in 2023) and capex up to GBP500
million in 2024 and GBP600 million in 2025. We expect the group to
continue to benefit from a sufficient liquidity cushion to absorb
its working capital swings during the year (around GBP400 million)
and any potential headwinds."

The group has a highly leveraged capital structure, with increasing
debt after the EG UKI acquisition. The group ended 2023 with S&P
Global Ratings-adjusted leverage close to 10.2x, inflated by the
recent acquisition of EG UKI and the GBP1.7 billion of additional
debt, albeit reflecting only two months contribution of EG UKI (pro
forma leverage for 2023 including full-year EBITDA contribution of
EG UKI would be close to 9.0x). S&P said, "We expect leverage to
fall toward 7.5x in 2024 (6.3x excluding PIK instruments) as the
group benefits from a full year of contribution from the
acquisitions. By 2025, we forecast a further leverage decline, to
close to 6.5x (5.4x excluding PIK instruments) as EBITDA continues
to rise. Pro forma of the transaction, our adjusted debt metrics in
2024 include the financial debt of close to GBP4.8 billion
(including the GBP400 million ground rent liabilities after the
transaction in 2023), leases of GBP3.9 billion (including the
GBP646 million resulting from sale and lease back in 2023), and
approximately GBP1.6 billion of the PIK instruments including the
senior equity provided by Walmart, which we understand will become
repayable in 2028. Given that we deem the company to be owned by a
financial sponsor, we do not net cash in our adjusted debt metrics
and therefore total debt of GBP10.35 billion corresponds to gross
debt."

While the large real estate portfolio and high share of freehold
ownership provide financial flexibility to the group, the features
in debt documentation and aggressive financial policy track record
may constrain sustainable improvement in the credit profile. The
group has around GBP8.5 billion of real estate assets (including
GBP756 million linked to the Ground Rent transaction), based in the
U.K., on freehold (more than 75%) and long leasehold including the
acquired assets from EG Group. S&P said, "We understand that the
proposed debt documentation provides for a security package that
comprises floating charges over a large proportion of the real
estate assets held at the borrowing entity and guarantors,
providing a relatively strong security package. Also, subject to
the documentation baskets allowing potential transactions, large
freehold real estate should provide the group with the financial
flexibility to monetize some of its portfolio via sales and
leasebacks of noncore assets, as it had done in order to raise
funds for the EG acquisition through the sale and lease-back and
ground rent transactions. While such flexibility could be used to
accelerate investments in business, bolster liquidity, or pay down
debt, we note a risk of using such proceeds for shareholder
remuneration."

S&P said, "The final ratings will depend on the completion of the
planned debt issuance transaction, our receipt and satisfactory
review of all final documentation, and the final terms. The
preliminary ratings should, therefore, not be construed as evidence
of final ratings. If we do not receive final documentation within a
reasonable time, or if the final documentation and final terms of
the transaction depart from the materials and terms reviewed, we
reserve the right to withdraw or revise the ratings. Potential
changes include, but are not limited to, use of the proceeds,
maturity, size, and conditions of the term loan, financial and
other covenants, security, and ranking.

"Our stable outlook reflects our expectation that over the next 12
months ASDA will focus on its strategic initiatives, generate
revenue growth, and return its adjusted EBITDA margins to about 5%.
The rating is also predicated on expectations of strong FOCF after
lease payments of approximately GBP200 million and deleveraging,
with S&P Global Ratings-adjusted leverage of 7.5x (6.3x excluding
PIK instruments) in 2024 and 6.5x (5.4x excluding PIK instruments)
in 2025, from 10.2x in 2023. We expect the group to adhere to its
commitment of prioritizing deleveraging, leading to S&P Global
Ratings-adjusted leverage (excluding PIK instruments) of less than
6.0x while maintaining robust governance and largely unchanged
ownership of its core real estate portfolio.

"We could lower our ratings on ASDA if the group was unable to
effectively meet continued competitive pressures or potential
setbacks in the execution of its strategic initiatives, resulting
in underperformance compared with our base case. A downgrade could
also stem from the group failing to close the refinancing
transaction on the expected terms such that the resulting
refinancing risk or interest burden were much higher than we
currently anticipate, affecting FOCF or liquidity."

Specifically, S&P could take a negative rating action in the next
12 months if the group failed to achieve and sustain improvement in
its credit measures, for example, if:

-- S&P Global Ratings-adjusted EBITDA margins remained below 5%;

-- S&P Global Ratings-adjusted leverage was above 7.5x (6.0x
excluding PIK instruments);

-- FOCF after lease payments was substantially lower than our base
case; or

-- The group pursued a more aggressive financial policy than
expected, and undertook material sale and leaseback transactions,
or raised additional debt for shareholder returns or debt-funded
acquisitions.

S&P said, "We consider an upgrade as remote at this stage, due to
the financial sponsor ownership of the group, the track record of a
highly leveraged capital structure, and the improvement in credit
metrics already incorporated into our base case. However, we could
consider a positive rating action if the group materially
outperformed our base case, reducing S&P Global Ratings-adjusted
leverage below 5.0x, while maintaining strong FOCF, and publicly
committing to a more conservative financial policy. Any upgrade
would depend on consistently robust governance practices and
maintaining largely freehold ownership of the core real estate
portfolio.

"Governance factors are a moderately negative consideration for our
analysis. The group has a complex ownership structure with a number
of entities above the restricted group domiciled in Jersey,
reducing transparency regarding potential liabilities. We also note
that there is a high reliance on 25% owner Mohsin Issa, who has a
seat on the board and has played a key role in the day-to-day
management of the group since the acquisition in 2021 and will
continue to do so until a new CEO is found. We understand the board
is currently looking for an experienced CEO, to allow Mr. Issa to
take a step back and, in our view, increase the independence of the
executive team. The group recently changed its auditors, with EY
resigning in July 2023, because of the additional complexity of the
group's operations following the EG acquisition. The group
appointed KPMG for its 2023 audit.

"Environmental factors are a negative consideration in our
analysis, given the group's fuel operations representing close to
20% of the overall revenue. ASDA's exposure to environmental and
social factors is in line with that of its peers in the fuel
station, retail, and restaurant sectors. The group is exposed to
transition risk as consumers switch to electric vehicles, resulting
in declining fuel volumes. We acknowledge the group continues to
explore options for further roll out of electric vehicle charging
infrastructure to counteract this risk.

"The group is also vulnerable to social risk with regard to wages,
labor relations, and employee safety, through its retail network.
This has been visible over recent months when the group has faced
labor force strikes following complaints regarding hours, pay, and
culture within the group. We note that it is a small proportion of
the workforce, and that management are in continued conversations
with the unions to reach a solution. A group of ASDA's store
employees have brought equal pay claims relating to pay differences
compared with colleagues at the group's distribution centers. The
claimants, around 53,000 received up to date, are seeking the
differential between the pay terms looking back, and equivalence of
pay terms moving forward. ASDA is unable to assess the likely
outcome, or the potential quantum of its liabilities or the
potential impact on the group. In the event the group is
unsuccessful in its legal defense, and depending on the number of
successful claims, the potential liabilities could be material. The
group has entered into an agreement with the former parent of the
group, Walmart, with respect to these claims up to an undisclosed
amount. We note that similar claims have been made by employees of
competitors such as Tesco, and no resolution is in sight.
Therefore, social factors remain a neutral consideration for our
analysis at this stage."


EVERTON: Future Remains Uncertain Amid Potential Takeover
---------------------------------------------------------
Pranav Shahaney at Goodison News reports that Everton is unlikely
to go into administration even if the 777 Partners do not get
approval from the Premier League, according to Alan Myers.

The Sky Sports news editor reported on April 28 that while they
remain in pole position to complete the takeover and have invested
GBP200 million into the club, there is still frustration and
uncertainty, Goodison News relates.

According to Goodison News, Mr. Myers wrote: "777 Partners are the
company in pole position having secured a deal with majority
shareholder Farhad Moshiri last September but the process has taken
far too long for most people's liking and a source of desperate
frustration and uncertainty for both fans and staff alike.

"777 appear to have that strong and ruthless business sense;
they've made such changes at other clubs like Genoa, Hertha Berlin
and Red Star Paris, all part of their multi-club model, with
success.

"However, they have also funded and supported the club to the tune
of GBP200 million to date -- much needed vital funds for both
working capital and some stadium funding.

"Without that support, it is unclear what position the club would
be in, however my understanding is suggestions of administration
are wide of the mark and it appears that scenario is not likely
even if the 777 approval doesn't come."

The frustration has been exacerbated by the lack of transparency
and communication from both 777 Partners and the club's management,
Goodison News notes.

777 Partners' involvement in other football clubs as part of their
multi-club model has raised concerns among fans about the potential
impact on Everton's identity and future, Goodison News states.

The company's track record with other clubs, including changes at
Genoa, Hertha Berlin, and Red Star Paris, has been met with
scepticism and resistance, according to Goodison News.

The lack of clarity regarding 777 Partners' financial plans and
their ability to invest in the club's development and success has
fueled further doubts among fans, Goodison News notes.

This uncertainty has been compounded by reports of legal and
financial issues surrounding the company, which have only served to
heighten the sense of unease among the Goodison Park faithful,
Goodison News discloses.



JME DEVELOPMENTS: Set to Go Into Administration
-----------------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that a housebuilder that
has been working on a housing scheme for over a decade is set to
fall into administration.

According to documents seen by TheBusinessDesk.com, JME
Developments, the Corby-based firm which has been building a new
housing estate at Little Stanion, will call in administrators after
its hands was forced by financing company Alternative Bridging
Corporation.

JME Developments had been locked in a battle with North
Northamptonshire Council over the final phase of the scheme, which
would've seen a further 99 houses and a village hall built,
TheBusinessDesk.com relays.

In October of last year, the council deferred a decision on the
last phase of the scheme over whether or not to allow JME to waive
a GBP2 million payment, TheBusinessDesk.com recounts. The developer
wanted to alter its planning application to remove any mention of
it paying GBP11,000 for every house at Little Stanion's final phase
which was sold back into the public purse, TheBusinessDesk.com
discloses.

At the time, JME said it was looking to finish the site in 2028 --
nearly a decade later than originally planned, TheBusinessDesk.com
notes.

In December, North Northamptonshire Council waived the GBP2 million
payment to allow the final phase to be built, TheBusinessDesk.com
relays.  However, the future of the site now remains unclear,
TheBusinessDesk.com states.

JME has been trading since 1972, according to its website.

In March, a winding up petition was brought against JME by health
and safety firm Ballycommon Services with support from fellow
creditor, the builders' merchant Huws Gray, TheBusinessDesk.com
discloses.


LANEBROOK 2024-1: S&P Assigns Prelim BB+(sf) Rating to Cl. E Notes
------------------------------------------------------------------
S&P Global Ratings assigned its preliminary credit ratings to
Lanebrook Mortgage Transaction 2024-1 PLC's class A and B-Dfrd to
E-Dfrd notes. At closing, Lanebrook Mortgage Transaction 2024-1
will also issue unrated class X1-Dfrd and X2-Dfrd notes, as well as
RC1 and RC2 certificates.

Lanebrook Mortgage Transaction 2024-1 PLC is an RMBS transaction
securitizing a GBP590 million preliminary portfolio, including 5%
of risk retention (the final pool size may differ), of BTL mortgage
loans secured on properties in the U.K.

The loans in the pool were originated between 2020 and 2024 with
the majority (85%) in 2023 by The Mortgage Lender Ltd. (TML), a
specialist mortgage lender, under a forward flow agreement with
Shawbrook Bank PLC.

The collateral comprises loans granted to experienced portfolio
landlords, none of whom have any material adverse credit history.

The transaction benefits from a liquidity reserve fund, a general
reserve fund, and principal that can be used to pay senior fees and
interest on the most senior notes.

Credit enhancement for the rated notes will consist of
subordination from the closing date.

The transaction incorporates a swap to hedge the mismatch between
the notes, which pay a coupon based on compounded daily Sterling
Overnight Index Average, and the loans, which pay a fixed rate of
interest until they revert to a floating rate.

At closing, Lanebrook Mortgage Transaction 2024-1 will use the
proceeds of the notes to purchase and accept the assignment of the
seller's rights against the borrowers in the underlying portfolio
and to fund the reserves. The noteholders will benefit from the
security granted in favor of the security trustee, Citicorp Trustee
Co. Ltd.

There are no rating constraints in the transaction under S&P's
counterparty, operational risk, or structured finance sovereign
risk criteria. S&P considers the issuer to be bankruptcy remote.

  Preliminary ratings

  CLASS    PRELIM. RATING   CLASS SIZE (%)

  A            AAA (sf)       88.00

  B-Dfrd       AA- (sf)        6.50

  C-Dfrd       A (sf)          2.50

  D-Dfrd       BBB (sf)        2.00

  E-Dfrd       BB+ (sf)        1.00

  X1-Dfrd      NR              0.50

  X2-Dfrd      NR              0.50

  RC1 Certs    NR              N/A

  RC2 Certs    NR              N/A

NR--Not rated.
N/A--Not applicable.


MATCHES: Frasers Group Buys Intellectual Property, Non-Tangibles
----------------------------------------------------------------
Samantha Conti at WWD reports that Mike Ashley's Frasers Group has
repurchased the intellectual property and non-tangibles of luxury
retailer Matches just two months after placing the company into
administration.

According to WWD, in a brief statement to the London Stock Exchange
on April 29, Frasers said it reached an agreement with Matches'
joint administrators to acquire "certain intellectual property
assets only."

Those assets are understood to be non-tangibles such as the
trademark, domain names and databases of the store, which was once
a fashion ecommerce giant competing alongside names including
Net-a-porter, Mytheresa and Ssense, WWD discloses.

With the IP in hand, Frasers has also granted a license to joint
administrators Teneo, allowing them to operate the business until
the stock in the warehouse and shops is cleared, WWD relates.

As reported, Matches has been offering deep discounts on thousands
of items from a host of designers through its website and three
London stores, in Mayfair, Marylebone and Wimbledon, WWD notes.

In the statement, Frasers, as cited by WWD, said the IP purchase
was completed "following an extensive marketing process" by the
administrators.  It means there were no other credible offers
tabled for Matches, WWD discloses.

Independent brands and suppliers stand to lose the most from the
collapse of Matches and the subsequent purchase of the IP by
Frasers.

According to Companies House, Matches' unsecured creditors have
estimated claims of nearly 36 million pounds, and "may" be able to
claw back some of the money owed, although question marks remain
over how much, and when.

As reported, brands and suppliers have been tapping lawyers to help
them recoup outstanding payments and warehouse stock from Matches,
which Frasers placed into administration at the beginning of March,
WWD relays.

The Companies House filing also confirmed that the secured creditor
is Sports Direct, another retailer owned by Ashley, and Matches
employees, WWD discloses.  Those two groups have claims of
GBP289,000, WWD states.

The second preferential creditor is HMRC, the U.K. tax office,
which has a claim of 1.2 million pounds, WWD notes.

As reported, Frasers shocked the market by placing Matches into
administration within months of purchasing it at a knockdown price
of GBP52 million, WWD relays.

At the time, Frasers said the company was too expensive to bankroll
against a backdrop of dwindling demand for luxury goods and a
persistent cost-of-living crisis, according to WWD.

Under English law, Frasers had every right to buy all or part of
Matches back -- without its debts, WWD states.  Industry experts
say it's perfectly normal for a secured lender of a business to be
a bidder for the assets in administration, and it happens often.


PHILIPS TRUST: NBS to Offer Financial Support to Some Customers
---------------------------------------------------------------
BBC News reports that a building society has said it will offer
"voluntary" financial support to some of its customers who lost
their savings when a trust fund firm went bust.

Philips Trust Corporation (PTC) went into administration in 2022
leaving more than 2,000 people out of pocket, BBC recounts.

Some of those have argued Newcastle Building Society (NBS) bears
some responsibility for them eventually ending up at PTC, BBC
notes.

However, at NBS's annual general meeting, its head said it was not
responsible for PTC's actions but would offer "meaningful" support
to some customers, BBC relates.

According to BBC, Chief executive Andrew Haigh said the firm could
not share details about payments as it was working out "where
exactly this financial support will apply".

In the meeting, he said the building society considered the actions
of PTC "worthy of consideration by the police", BBC recounts.

NBS, as cited by BBC, said it had been in touch with the police and
stressed it never had a relationship with PTC and did not refer
customers.

The BBC understands an entity connected with PTC took over the
assets of the Will Writing Company, which went into administration
in 2018 and whose services had originally been referred to
customers by NBS.

NBS maintains it wrote to customers to make clear it had no
relationship to parties connected to PTC, after PTC acquired the
assets of the Will Writing Company, BBC disloses.

Some customers said they had not received the first letter and
argued they received a second letter too late to act on it, BBC
recounts.

When PTC took over parts of the Will Writing Company in 2018
several FTC customers switched the ownership of their trusts to
PTC, according to the Financial Conduct Authority (FCA), BBC
relates.

After PTC went bust in 2022, it emerged it had moved its customers'
money to higher risk investments, the FCA said, BBC notes.

NBS maintains PTC independently contacted customers inviting them
to transfer to itself some less risky regulated trusts that had
been set up by FTC, BBC discloses.

"This meant that, unfortunately, a lot of its customers face
potential investment losses," BBC quotes the regulatory body as
saying.

PTC's administrators, Kroll, said it held approximately 2,345
trusts, BBC notes.


T&L HOLDCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings assigned a 'B' long-term issuer credit rating to
T&L Holdco Ltd. (Travelodge), and withdrew its 'B-' issuer credit
rating on Thame and London Ltd.

S&P said, "We also raised our issue rating on the senior secured
notes (SSNs) issued by TVL Finance PLC to 'B' from 'B-' with a
recovery rating of '3' and a recovery estimate of 65% (from 55%
previously).

"The stable outlook indicates our anticipation of sustained travel
demand, leading to EBITDA of around GBP500 million in 2024 and
leverage of approximately 6.0x, with healthy FOCF after lease
generation above GBP50 million and adequate liquidity.

"The group's 2023 results were marginally above our expectations,
generating strong cash flow and allowing deleveraging. Travelodge
reported revenue of above GBP1 billion for the first time, with S&P
Global Ratings-adjusted EBITDA margin at 47.6%, falling marginally
from 49.4% in the previous year due to inflationary pressures and a
higher minimum living wage in the U.K.. This was, however, above
our initial EBITDA margin expectations of 46%, thanks to the
group's tight cost control and efficiencies. This translated into
strong cash flow generation, with FOCF after leases (before the
GBP75 million shareholder distribution) of around GBP72 million and
leverage falling toward 6.4x. Despite the GBP75 million of interest
paid under the investor loans (which we view as akin to a
dividend), the group managed to preserve about GBP200 million of
cash, which allows it to maintain an adequate liquidity position.

"The group should benefit from resilient occupancy rates and a
low-single-digit ADR increase in 2024. Travelodge is well
positioned in the budget hotel segment, benefiting from the
continued recovery in business travel for small and midsize
enterprises, which could offset softening in the leisure demand. We
expect the overall industry to see a normalization on ADRs, rising
by low single digits. We anticipate this will translate into
revenue growth of 3%-4% in 2024 and 2025. However, another increase
in the minimum living wage in the U.K. by 9.8% from April 2024,
will weigh on EBITDA margin, bring it to about 46.5%. This will
translate into FOCF after leases above GBP50 million in 2024,
despite higher capex (of GBP120 million-GBP130 million) as the
group continues to invest in refurbishing its hotels. We expect
adjusted debt to EBITDA of about 6.0x.

"The group continues to improve its positioning in the market, with
strong brand recognition and an expanding presence while improving
its operating efficiency and strong EBITDA margins. During the
pandemic, the group showed how its lease-heavy portfolio led it to
enter into a company voluntary arrangement (CVA) to reduce and
streamline its lease cost structure during this period only,
without a permanent reduction in the lease terms or rent charges.
Since then, Travelodge has significantly improved its operating
efficiency, thanks to cost control and efficiency measures.
However, the group continues to be an asset-heavy operator, despite
the recent hotel acquisition transaction, with around 90% of its
portfolio remaining on lease basis and about 10% now fully owned.
The group has good relationships with its landlords and has lease
structures that include a rent review usually every five years,
with 35% of contracts now containing cap and collars, reducing the
exposure to increasing rents in an inflationary environment. The
strong presence in the U.K. with a high level of brand awareness as
well as significant investments in its real estate have resulted in
strong revenue generation and high margins despite the large lease
expenses, which make the cost structure more rigid than some of its
peers.

"The recent acquisition of 66 hotels from LXi REIT is positive
overall, but could signify a change in the real estate strategy.
The group announced that it had acquired 66 Travelodge branded
hotels for a total consideration of GBP210 million under a new
Propco structure. The new debt required for this acquisition will
be consolidated under a new parent company, T&L Holdco Ltd. We
understand that the holders of the real estate-related debt (TL
Prop Holdco Ltd.) will have no recourse over the assets that act as
security on the SSNs and TL Prop Holdco Ltd. will not act as a
guarantor of the existing SSNs. Therefore, there is no change to
the recovery rating on the existing SSNs. This transaction will
result in an overall marginal decline of about GBP50 million in S&P
Global Ratings-adjusted debt as we estimate that lease liabilities
will fall due to ownership of these hotels. Also, we expect this to
have an overall positive impact in cash flow generation resulting
from lower lease expense. We understand that management could
explore further real estate transactions which could denote a
change in its lease strategy and financial policy as the group uses
cash from the opco structure to finance acquisitions outside the
restricted group. We will continue to monitor such a situation as
it could affect the creditworthiness of the operating entity."

Travelodge has a new parent company Holdco, T&L Holdco Ltd. while
Thame and London Ltd. will remain the intermediate holding entity
of the opco level. As part of the transaction of the acquisition of
the 66 hotels, the group created a new entity that will hold the
new debt and assets, TL Prop Holdco Ltd., and a new parent company
for the overall group, T&L Holdco Ltd., which will consolidate the
activities, assets, and liabilities of Travelodge as a whole. S&P
said, "We have therefore assigned a 'B' issuer credit rating to T&L
Holdco Ltd. and withdrawn our issuer credit rating on Thame and
London Ltd., the intermediate holding company. We rate the existing
SSNs at 'B' in line with the issuer credit rating on T&L Holdco
Ltd."

S&P siad, "The stable outlook indicates our anticipation of
sustained travel demand throughout 2024. Moreover, it encompasses
our view on the group's ability to navigate and absorb increased
costs stemming from inflationary pressures, leading to a S&P Global
Ratings-adjusted EBITDA of approximately GBP500 million. As a
result, we forecast adjusted debt to EBITDA close to 6.0x and
adjusted interest coverage around 2x for 2024 and 2025, while FOCF
after leases will remain above GBP50 million despite higher capital
expenditures. We expect the group to maintain high cash reserves,
in addition to the existing undrawn revolving credit facility
(RCF), allowing for an adequate liquidity position."

S&P could lower the rating if:

-- Operational missteps, or further economic or industry
disruption weakens the group's operating performance below S&P's
base case, such that adjusted debt to EBITDA increases structurally
above 6.5x;

-- FOCF after leases turns negative, weakening the group's
liquidity position; or

-- The group pursues a more aggressive financial policy, resulting
credit metrics persistently weaker than S&P's base-case
expectations.

A lower rating could also result from a meaningful deviation in
credit quality between the rated topco (T&L Holdco Ltd.) and the
opco of the restricted group (Thame and London Ltd).

Although unlikely at this stage, given the financial sponsor
ownership, we could raise the rating if the group:

-- Maintains adjusted debt to EBITDA below 5.0x on a sustained
basis and implements a public financial policy commensurate with
this leverage level; and

-- Generates positive FOCF after leases above GBP100 million for a
sustained period.


TED BAKER: Mulls Closure of Shops in Belgium, Netherlands, Spain
----------------------------------------------------------------
Pauline Neerman at Retail Detail reports that British fashion brand
Ted Baker considers closing shops in Belgium, the Netherlands and
Spain.

The retail divisions running operations in those countries may go
into administration.

After the UK operating business, insolvency is now looming for Ted
Baker's retail divisions in the Netherlands, Belgium and Spain,
Retail Detail discloses.  Local businesses could soon go into
administration, Retail Detail relays, citing WWD.

According to Retail Detail, subsequently, shop closures could be
imminent: four shops in the Netherlands and Belgium and seven
shop-in-shops in the Netherlands may close soon.  Among others, the
brand has shops in Antwerp and Amsterdam. In Spain, one flagship
store and 15 concessions are involved, Retail Detail states.  A
total of 149 jobs are at risk, Retail Detail notes.


UK LOGISTICS 2024-1: Moody's Assigns (P)Ba2 Rating to Cl. E Notes
-----------------------------------------------------------------
Moody's Ratings has assigned the following provisional ratings to
the debt issuance of UK Logistics 2024-1 DAC (the "Issuer"):

[GBP298.95M] Class A Commercial Mortgage Backed Floating Rate
Notes due 2034, Assigned (P)Aaa (sf)

[GBP61.4M] Class B Commercial Mortgage Backed Floating Rate Notes
due 2034, Assigned (P)Aa2 (sf)

[GBP46.6M] Class C Commercial Mortgage Backed Floating Rate Notes
due 2034, Assigned (P)A2 (sf)

[GBP74.4M] Class D Commercial Mortgage Backed Floating Rate Notes
due 2034, Assigned (P)Baa2 (sf)

[GBP55.21M] Class E Commercial Mortgage Backed Floating Rate Notes
due 2034, Assigned (P)Ba2 (sf)

UK Logistics 2024-1 DAC is a true sale transaction backed by 2
floating rate loans secured by 66 separately-identified assets
located in the United Kingdom. The loans were granted by Barclays
Bank PLC to refinance the acquisition of the portfolio. The Mileway
floating rate loan is secured on 17 assets located throughout
England whilst the St Modwen floating rate loan is secured by 49
assets located in and around Manchester, England.

RATINGS RATIONALE

The rating action is based on (i) Moody's assessment of the real
estate quality and characteristics of the collateral, (ii) analysis
of the loan terms and (iii) the expected legal and structural
features of the transaction.

The key parameters in Moody's analysis are the default probability
of the securitised loans (both during the term and at maturity) as
well as Moody's value assessment of the collateral. Moody's derives
from these parameters a loss expectation for the securitized loans.
Moody's default risk assumptions are medium for both the Mileway
and St. Modwen loans.

Moody's loan to value ratios (LTV) on both loans are equivalent,
standing at 77.3% on both loans. Moody's property grades range from
2.0 on the Mileway loan to 2.5 for the St. Modwen loan. In Moody's
view, both loans are of approximately equal credit risk.

The key strengths of the transaction include: (i) a well-located
asset portfolio, close to major road networks and population
centres; (ii) a highly diversified tenant base with no single
tenant contributing more than 6.2% of gross rent; and (iii)
experienced and strong sponsor and asset management teams.

Challenges in the transaction include: (i) lack of scheduled
amortisation increases the reliance on refinancing; (ii) interest
rate hedging will initially only be in place for two years; (iii)
properties are of older stock and a percentage have weak energy
efficiency ratings; (iv) senior notes remain exposed to both loans
which are not cross defaulted or cross collateralized - in the
event that one loan pays off entirely, the senior notes will share
proceeds pro-rata with junior notes.

Further, Moody's has rated the notes considering the legal final
maturity date of the Notes as specified at Closing. The transaction
includes a concept of a Term Extension Modification which may be
passed by way of an Ordinary Resolution of the holders of each
Class of Notes, which will have the effect of extending the date of
legal final maturity beyond the initial legal final maturity date.
Moody's will consider the impact of any such Term Extension
Modification if and when it is enacted, having regard to the
circumstances driving the extension.

Methodology Underlying the Rating Action:

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

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

Main factors or circumstances that could lead to a downgrade of the
ratings are generally: (i) a decline in the property values backing
the underlying loans; (ii) an increase in default risk assessment;
or (iii) an extension of the legal final maturity date consistent
with Moody's definition of distressed exchange.

Main factors or circumstances that could lead to an upgrade of the
ratings are generally (i) an increase in the property values
backing the underlying loans, (ii) repayment of loans with an
assumed high refinancing risk, (iii) a decrease in default risk
assessment.

UKCLOUD: UK Gov't Faces GBP17.5MM Loss Following Collapse
---------------------------------------------------------
Lindsay Clark at The Register reports that the UK Cabinet Office
has confirmed it is GBP17.5 million out of pocket after
underwriting the official receiver of UKCloud, which went into
liquidation in 2022.

According to The Register, in a response to the Parliament's public
administration watchdog, Catherine Little, permanent secretary of
the Cabinet Office, said the liquidation of the Brit-based public
sector-focused cloud provider was expected to conclude in the
second half of 2024.

She added that the government has underwritten the costs of the
official receiver, The Register relates.  "The original cost
estimation was up to GBP40 million.  The official receiver
repayments and current level of Cabinet Office funding for the
UKCloud liquidations is GBP17.5 million (GBP20 million day 1
funding less GBP2.5 million repayment to the Cabinet Office)," The
Register quotes Ms. Little as saying in a letter to the Public
Administration and Constitutional Affairs Committee.

She added that, to date, there had been no known claims against the
Cabinet Office indemnity.

Winding up the business seems to be taking longer than expected,
The Register states.  In a written statement in May 2023, Jeremy
Quinn, minister for the Cabinet Office, said the liquidation would
conclude in the first half of 2024, The Register relays.

In October 2022, UKCloud and its parent Virtual Infrastructure
Group were forced into liquidation, potentially affecting clients
including central and local government, the police, the Ministry of
Defence, the NHS, Genomics England, and the University of
Manchester, The Register discloses.

UKCloud was the only local provider to sign a Memorandum of
Understanding with the British government to provide agreed
discounts to public sector buyers, The Register notes.  The others
included Google, Amazon, Microsoft, IBM, and HPE.

Elsewhere in her response, the official insisted that a project to
build a database needed for the government's GBP158 billion (US$190
billion) property portfolio had not been "abandoned", The Register
discloses.



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