---

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

                          E U R O P E

          Thursday, May 9, 2024, Vol. 25, No. 94

                           Headlines



G E R M A N Y

ADLER GROUP: S&P Cuts 2nd-Lien Debt Rating to 'CCC-', Outlook Neg.
DOUGLAS SERVICE: Moody's Upgrades CFR to B1, Outlook Positive


I R E L A N D

ADAGIO CLO VII: Moody's Affirms B2 Rating on EUR12MM Cl. F Notes
BARINGS EURO 2018-3: Moody's Cuts EUR10MM F Notes Rating to Caa1
DILOSK RMBS 9: Moody's Assigns (P)B1 Rating to Class X1 Notes
HARVEST CLO XXVIII: Moody's Assigns (P)B3 Rating to Cl. F-R Notes
JUBILEE CLO 2014-XII: Fitch Affirms B+sf Rating, Outlook Now Neg.

OCP EURO 2024-9: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
SOUND POINT IV: Moody's Affirms B3 Rating on EUR8.95MM Cl. F Notes


I T A L Y

FIBER BIDCO: Moody's Rates New EUR430MM Notes 'B2'


N E T H E R L A N D S

SAMVARDHANA MOTHERSON: Moody's Puts Ba1 CFR on Review for Upgrade


S P A I N

SANTANDER CONSUMO 6: Moody's Assigns (P)B3 Rating to Class E Notes


S W I T Z E R L A N D

GARRETT MOTION: Moody's Rates New $500MM Sr. Unsecured Notes 'B1'


T U R K E Y

TURK TELEKOM: S&P Raises Long-Term ICR to 'B+', On Watch Pos.
TURKIYE CUMHURIYETI: Fitch Puts Final 'CCC+' Rating to Tier 2 Notes


U N I T E D   K I N G D O M

8-10 DOVER: Enters Administration, Liabilities Totaled GBP5.3MM+
BULKGLOBAL LOGISTICS: Falls Into Administration
CAZOO: Files of Notice of Intent to Appoint Administrators
CME AUTOMATION: Collapses Into Administration
CPUK FINANCE: S&P Assigns 'B (sf)' Rating to Class B7-Dfrd Notes

LCUK LEEDS: Goes Into Administration
LODGE COTTRELL: Goes Into Administration
MITCHELLS & BUTLERS: Fitch Affirms BB+ Rating, Outlook Now Stable
SHINE FOOD: Enters Administration, Halts Operations
TOGETHER ASSET 2024-1ST1: Fitch Assigns BB+sf Rating on Cl. X Notes


                           - - - - -


=============
G E R M A N Y
=============

ADLER GROUP: S&P Cuts 2nd-Lien Debt Rating to 'CCC-', Outlook Neg.
------------------------------------------------------------------
S&P Global Ratings lowered its ratings on Germany-headquartered
residential real estate company Adler Group S.A. (Adler), Adler RE,
and the group's second-lien secured debt (recovery ratings of '4')
maturing 2025 and 2026, to 'CCC-' from 'CCC+'; S&P also lowered our
issue rating (recovery rating of '1') on the EUR937.5 million
first-lien senior secured facility, due 2025, to 'CCC+' from 'B',
and the rating on Adler's third-lien secured debt to 'C' (recovery
rating of '6') from 'CCC-'.

S&P said, "The negative outlook indicates that we could lower the
ratings if an agreement with lenders to undertake a debt
restructuring is reached that we classify as a distressed exchange,
without adequate compensation to lenders."

On April 25, 2024, Adler, including its subsidiary Adler Real
Estate (Adler RE), announced a non-binding agreement with
bondholders, in principle, on debt restructuring that is expected
to be signed in due course.

S&P said, "We understand Adler is in advanced negotiations to
refinance and extend its debt. We believe the anticipated debt
transactions over the coming months will likely materialize in the
form of a distressed debt restructuring, which we could see as
tantamount to a default under our criteria. Adler has announced
that negotiations with bondholders include, among others,
refinancing and extending debt, partly subordinating existing debt
instruments (representing the majority voting control in Adler
Group) to bondholders. The restructuring plan follows continuously
difficult market conditions, including delayed recovery of the
transaction market, which hampered the group's ability to complete
sufficient asset disposals. That said, the group will require
lenders' agreement to implement the targeted debt restructuring and
we understand all parties are aiming to sign an agreement in due
course.

"Although Adler's short-term debt remains manageable, in our view,
its capital structure is currently unsustainable, with 70% of its
total debt (about EUR4.5 billion) due by the end of 2026. As of
Dec. 31, 2023, the group, including Brack Capital Properties N.V.
(BCP), had only EUR284 million of debt maturing in 2024 (excluding
regular amortization) versus an available cash balance of around
EUR315 million. We understand most of the debt maturing this year
consists of secured mortgage bank debt, which we expect the company
will successfully prolong. However, Adler has about EUR2.4 billion
of debt maturing in 2025, including about EUR1.9 billion of
corporate bonds and EUR457 million of bank debt. Furthermore, in
2026, about EUR1.9 billion of debt matures, including about EUR376
million of bank debt and the remainder, corporate bonds. Despite an
uncertain economic environment and increasing interest rates, Adler
completed asset disposals of approximately EUR530 million for
fiscal year 2023, with net proceeds of about EUR260 million.
Nevertheless, we think the group is highly dependent on further
asset disposals as well as successful renegotiations with its
bondholders to avoid a liquidity stress in the next 12-18 months.

"Operating performance remains stable, but property devaluations
weigh on the group's credit metrics. In 2023, the company reported
solid like-for-like rental income growth of 5.1% and a vacancy rate
of only 1.1%. This highlights the significant undersupply in
Germany's residential real estate market, especially in
metropolitan areas like Berlin, where the majority of Adler's
yielding assets are located. Following the recent rise in interest
rates and a subdued transaction market, yields for residential
assets have expanded, translating into a like-for-like valuation
correction of -12.8% for Adler's yielding assets. Furthermore,
Adler's development portfolio experienced a 16.3% value decline in
2023. We expect further mid-single-digit percentage asset
devaluations for 2024, mainly in the first half of the year, with
values staying fairly flat in the second half. Adler reported a
European Public Real Estate Association loan-to-value ratio of
97.6% for full-year 2023, versus 89.1% on Sept. 30, 2023, and 74.5%
at year-end 2022. The increase was mostly due to the material
portfolio devaluations and drawings on new credit facilities,
alongside limited gross debt repayment and restructuring costs. We
expect the group's debt-to-debt-plus-equity ratios will remain at
90% or higher, although we note that the evolution of this ratio
depends on the group's ability to successfully renegotiate its debt
and on potential asset disposals.

"The negative outlook reflects our view that there is a high
likelihood that Adler will complete a distressed debt restructuring
over the next six months.

"The negative outlook indicates that we could lower the ratings if
an agreement with lenders to undertake a debt restructuring is
reached that we classify as a distressed exchange, without adequate
compensation to lenders.

"Although unlikely, we could raise our rating if Adler manages to
improve its liquidity and secure additional financing, or close
substantial disposals, without undertaking a debt restructuring
that we would view as a default under our methodology."


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

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

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

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

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

RATINGS RATIONALE

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

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

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

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

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

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

LIQUIDITY

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

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

RATIONALE FOR POSITIVE OUTLOOK

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

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

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

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

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

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

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



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

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

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

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

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

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

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

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

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

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

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

Adagio CLO VII Designated Activity Company, issued in September
2018, is a collateralised loan obligation (CLO) backed by a
portfolio of mostly high-yield senior secured European loans. The
portfolio is managed by AXA Investment Managers US Inc. The
transaction's reinvestment period ended in January 2023

RATINGS RATIONALE

The rating upgrades on the Class B-1, Class B-2, Class C-1 and
Class C-2 notes are primarily a result of a shorter weighted
average life of the portfolio which reduces the time the rated
notes are exposed to the credit risk of the underlying portfolio.

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

Key model inputs:

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

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

Performing par and principal proceeds balance: EUR387,421,008

Defaulted Securities: EUR3,100,000

Diversity Score: 59

Weighted Average Rating Factor (WARF): 3022

Weighted Average Life (WAL): 3.84 years

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

Weighted Average Coupon (WAC): 4.02%

Weighted Average Recovery Rate (WARR): 44.47%

Par haircut in OC tests and interest diversion test:  none

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

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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

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

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

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

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

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

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

EUR231,800,000 (current outstanding balance EUR 171,798,458) Class
A-1 Senior Secured Floating Rate Notes due 2031, Affirmed Aaa (sf);
previously on Dec 19, 2023 Affirmed Aaa (sf)

EUR12,200,000 (current outstanding balance EUR 9,042,024) Class
A-2 Senior Secured Fixed Rate Notes due 2031, Affirmed Aaa (sf);
previously on Dec 19, 2023 Affirmed Aaa (sf)

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

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

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

RATINGS RATIONALE

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

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

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

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

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

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

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

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

Performing par and principal proceeds balance: EUR317.7m

Defaulted Securities: EUR9.9m

Diversity Score: 56

Weighted Average Rating Factor (WARF): 2965

Weighted Average Life (WAL): 3.40 years

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

Weighted Average Coupon (WAC): 4.14%

Weighted Average Recovery Rate (WARR): 42.32%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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

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

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

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

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

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

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

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

RATINGS RATIONALE

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

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

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

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

Moody's determined the portfolio lifetime expected loss of 1.2% and
Aaa MILAN Stressed Loss of 12.2% related to borrower receivables.
The expected loss captures Moody's expectations of performance
considering the current economic outlook, while the MILAN Stressed
Loss captures the loss Moody's expect the portfolio to suffer in
the event of a severe recession scenario. Expected defaults and
MILAN Stressed Loss are parameters used by Moody's to calibrate its
lognormal portfolio loss distribution curve and to associate a
probability with each potential future loss scenario in the ABSROM
cash flow model to rate RMBS.

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

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

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations methodology" published in October
2023.

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

FACTORS THAT WOULD LEAD AN UPGRADE OR DOWNGRADE OF THE RATINGS:

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

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

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

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

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

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

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

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

RATINGS RATIONALE

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

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

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

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

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

Methodology Underlying the Rating Action:

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

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

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

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

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

Performing par and principal proceeds balance: EUR447.23 million

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

Diversity Score: 57

Weighted Average Rating Factor (WARF): 3212

Weighted Average Spread (WAS): 4.11%

Weighted Average Coupon (WAC): 5.22%

Weighted Average Recovery Rate (WARR): 43.32%

Weighted Average Life (WAL): 5.55 years

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

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

JUBILEE CLO 2014-XII: Fitch Affirms B+sf Rating, Outlook Now Neg.
-----------------------------------------------------------------
Fitch Ratings has revised Jubilee CLO 2014-XII DAC 's Class F-R
notes Outlook to Negative from Stable, while affirming all ratings
as detailed below.

   Entity/Debt                Rating           Prior
   -----------                ------           -----
Jubilee CLO 2014-XII DAC

   A-RRR XS2307737937     LT AAAsf  Affirmed   AAAsf
   B-1-RR XS1672950299    LT AA+sf  Affirmed   AA+sf
   B-2-RRR XS2307738158   LT AA+sf  Affirmed   AA+sf
   C-R XS1672951180       LT A+sf   Affirmed   A+sf
   D-R XS1672951776       LT BBB+sf Affirmed   BBB+sf
   E-R XS1672952154       LT BB+sf  Affirmed   BB+sf
   F-R XS1672952667       LT B+sf   Affirmed   B+sf

TRANSACTION SUMMARY

Jubilee CLO 2014-XII DAC is a cash flow CLO comprising mostly
senior secured obligations. The transaction is actively managed by
Alcentra Ltd and exited its reinvestment period in October 2021.

KEY RATING DRIVERS

Weak Performance: Currently, the deal is 1.3% below par as
calculated by Fitch, and failing its weighted average life (WAL)
and weighted average rating factor (WARF) tests. The transactions'
documentation allows for reinvestment on a maintain-or-improve
basis for these tests. Reported defaults stand at EUR4.1 million.

The Negative Outlook on the class F-R notes reflects a moderate
default-rate cushion against credit quality deterioration in view
of heightened refinancing risk in the near and medium term, with
approximately 2.0% of the portfolio maturing in 2024, 6.3% in 2025,
and 44.5% of the portfolio in 2026. In Fitch's opinion, this may
lead to further deterioration of the portfolio with an increase in
defaults. The Negative Outlooks indicate potential downgrades but
Fitch expects the ratings to remain within the current category.

Sufficient Cushion for Senior Notes: The senior class notes have
retained sufficient buffer to support their current ratings and
should be capable of withstanding further defaults in the
portfolio. This supports the Stable Outlooks on all the other
outstanding rated notes.

'B'/'B-' Portfolio: Fitch assesses the average credit quality of
the obligors at 'B'/'B-'. The Fitch-calculated WARF of the current
portfolio is 25.6.

High Recovery Expectations: Senior secured obligations comprise
98.9% of the portfolio. Fitch views the recovery prospects for
these assets as more favourable than for second-lien, unsecured and
mezzanine assets. The Fitch-calculated weighted average recovery
rate (WARR) of the current portfolio is 61.0%.

Diversified Portfolio: The portfolio is well-diversified across
obligors, countries and industries. The top 10 obligor
concentration, as calculated by Fitch, is 18.8%, and currently no
obligor represents more than 2.5 % of the portfolio balance.

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

Transaction Outside Reinvestment Period: The transaction exited its
reinvestment period in October 2021. The WAL test is currently
marginally failing, but the manager is able to reinvest if the WAL
test is maintained or improved.

RATING SENSITIVITIES

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

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

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

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

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

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

DATA ADEQUACY

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

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

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for Jubilee CLO
2014-XII 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.

OCP EURO 2024-9: Fitch Assigns 'B-(EXP)sf' Rating to Class F Notes
------------------------------------------------------------------
Fitch Ratings has assigned OCP Euro CLO 2024-9 DAC's expected
ratings.

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

   Entity/Debt              Rating           
   -----------              ------           
OCP Euro CLO
2024-9 DAC

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

TRANSACTION SUMMARY

OCP CLO 2024-9 DAC is a securitisation of mainly senior secured
obligations (at least 90%) with a component of senior unsecured,
mezzanine, second-lien loans and high-yield bonds. Note proceeds
will be used to fund the portfolio with a target par of EUR500
million.

The portfolio is actively managed by Onex Credit Partners Europe
LLP. The collateralised loan obligation (CLO) will have an
approximately 4.4-year reinvestment period and a 7.5-year weighted
average life (WAL) test, which can step up to 7.5 years one year
after closing.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch assesses the
average credit quality of obligors at 'B'/'B-'. The Fitch-weighted
average rating factor (WARF) of the identified portfolio is 24.6.

High Recovery Expectations (Positive): At least 90% of the
portfolio will comprise senior secured obligations. Fitch views the
recovery prospects for these assets as more favourable than for
second-lien, unsecured and mezzanine assets. The Fitch-weighted
average recovery rate (WARR) of the identified portfolio is 62.2%.

WAL Step-Up Feature (Neutral): The transaction can extend the
weighted average life (WAL) by one year at the step-up date at one
year after closing. The WAL extension is at the option of the
manager, but is subject to conditions including fulfilling the
portfolio-profile, collateral-quality, coverage tests and meeting
the reinvestment target par, with defaulted assets at their
collateral value on the step-up date.

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

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

Cash Flow Modelling (Positive): The WAL Fitch modelled is 12 months
less than the WAL covenant. This is to account for the strict
reinvestment conditions envisaged after the reinvestment period.
These include, among others, passing both the coverage tests and
the Fitch 'CCC' limit post reinvestment as well as a WAL covenant
that progressively steps down over time, both before and after the
end of the reinvestment period. Fitch believes these conditions
would reduce the effective risk horizon of the portfolio during the
stress period.

The Fitch 'CCC' test condition can be altered to a
maintain-or-improve basis, but only if the manager switches back to
the closing matrix (subject to satisfying the collateral quality
tests) from the forward matrix, effectively unwinding the benefit
from the one-year reduction in the Fitch-stressed portfolio WAL. If
the manager has not switched to the forward matrix, which includes
satisfying the target par condition, it will not be able to switch
back and move to a Fitch 'CCC' test maintain-or-improve basis.
Fitch believes strict satisfaction of the Fitch 'CCC' test is more
effective at preventing the manager from reinvesting and extending
the WAL, than maintaining and improving the Fitch 'CCC' test.

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, A loan, the class B-1, B-2 and C notes, but would lead to
downgrades of no more than one notch on the class D and 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 default and portfolio deterioration. Due to the
better metrics and shorter life of the identified portfolio than
the Fitch-stressed portfolio, the class F notes shows a rating
cushion of one notch, the class B-1, B-2, D and E notes of two
notches, and the class C notes of three notches. The class X and A
notes and A loan have no rating cushion as they are at the highest
achievable rating of 'AAAsf'.

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

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

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

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

DATA ADEQUACY

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

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

ESG CONSIDERATIONS

Fitch does not provide ESG relevance scores for OCP Euro CLO 2024-9
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.

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

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

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

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

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

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

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

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

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

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

RATINGS RATIONALE

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

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

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements.

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

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

Performing par and principal proceeds balance: EUR326.7m

Defaulted Securities: none

Diversity Score: 59

Weighted Average Rating Factor (WARF): 2956

Weighted Average Life (WAL): 4.13 years

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

Weighted Average Coupon (WAC): 4.41%

Weighted Average Recovery Rate (WARR): 44.26%

Par haircut in OC tests and interest diversion test: none

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

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

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

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

Additional uncertainty about performance is due to the following:

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

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

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



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

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

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

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

RATINGS RATIONALE

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

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

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

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

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

LIQUIDITY

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

RATING OUTLOOK

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

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

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

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

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

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

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



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

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

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

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

RATINGS RATIONALE

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

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

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

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

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

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

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

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

LIQUIDITY

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

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

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

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) CONSIDERATIONS

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

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

PRINCIPAL METHODOLOGY

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

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



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

SANTANDER CONSUMO 6: Moody's Assigns (P)B3 Rating to Class E Notes
------------------------------------------------------------------
Moody's Ratings has assigned the following provisional ratings to
the Notes to be issued by SANTANDER CONSUMO 6, FONDO DE
TITULIZACION ("FT SANTANDER CONSUMO 6"):

EUR[ ]M Class A Notes due 2037, Assigned (P)Aa1 (sf)

EUR[ ]M Class B Notes due 2037, Assigned (P)A3 (sf)

EUR[ ]M Class C Notes due 2037, Assigned (P)Baa3 (sf)

EUR[ ]M Class D Notes due 2037, Assigned (P)Ba2 (sf)

EUR[ ]M Class E Notes due 2037, Assigned (P)B3 (sf)

Moody's has not assigned any rating to the EUR[ ]M Class F Notes
due 2037.

RATINGS RATIONALE

The Notes are backed by a six months revolving pool of Spanish
unsecured consumer loans originated by Banco Santander, S.A.
(Spain) ("Santander"), (A2/P-1 Bank Deposits; A3(cr)/P-2(cr)). This
represents the 6th issuance out of the Santander Consumo programme.
Santander is acting as originator and servicer of the loans while
Santander de Titulizacion, S.G.F.T., S.A. (NR) is the Management
Company ("Gestora").

The portfolio size is approximately EUR1,699 million as of March
12, 2024 pool cut-off date. 100% of the loans are paying fixed
rate. The weighted average seasoning of the portfolio is 1.2 year
and its weighted average remaining term is 5.3 years. Around 67.28%
of the outstanding portfolio are loans without specific loan
purpose and 17.07% are loans to finance small consumer
expenditures. Geographically, the pool is concentrated mostly in
Madrid (18.48%), Andalucía (17.34%) and Catalonia (11.72%). The
portfolio, as of its pool cut-off date, does not have any loans in
arrears. The final portfolio will be selected randomly from the
provisional portfolio to match the final Notes issuance amount.

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

According to Moody's, the transaction benefits from various credit
strengths such as the granularity of the portfolio, securitisation
experience of Santander, a reserve fund sized at 2.0% of the total
rated Notes balance at closing, and credit enhancement provided via
subordination of the Notes (Class A Notes subordination backed by
the portfolio at closing is 19.0%). However, Moody's notes that the
transaction features a number of credit weaknesses, such as (i) a
complex structure including interest deferral triggers for junior
Notes, (ii) pro-rata payments on Classes A-E Notes from the first
payment date, (iii) limited excess spread, (iv) six-months
revolving period which could increase performance volatility of the
underlying portfolio, and (v) the relatively high linkage to
Santander, which is acting as an originator, servicer, swap
counterparty, account bank and paying agent.Various mitigants have
been put in place in the transaction structure, such as early
amortisation triggers and strict eligibility criteria on both
individual loan and portfolio level.

The interest rate mismatch between the fixed rate portfolio and the
floating rate Notes is hedged by an interest rate swap. Banco
Santander, S.A. (Spain) (A2/P-1 Bank Deposits; A3(cr)/P-2(cr)) is
the swap counterparty and will pay the index on the Notes
(three-month EURIBOR) while the issuer will pay a fixed swap rate
of  [ ]% based on a notional tracking the outstanding balance of
the non-defaulted loans in the portfolio.

Moody's determined the portfolio lifetime expected defaults of
4.25%, expected recoveries of 15% and portfolio credit enhancement
("PCE") of 17% related to borrower receivables. The expected
defaults and recoveries capture Moody's expectations of performance
considering the current economic outlook, while the PCE captures
the loss Moody's expect the portfolio to suffer in the event of a
severe recession scenario. Expected defaults and PCE are parameters
used by Moody's to calibrate its lognormal portfolio loss
distribution curve and to associate a probability with each
potential future loss scenario in the cash flow model to rate
Consumer ABS.

Portfolio expected defaults of 4.25% are in line with the Spanish
Consumer Loan ABS average and are based on Moody's assessment of
the lifetime expectation for the pool taking into account: (i)
historical performance of the loan book of the originator, (ii) the
positive selection of consumer loans in this portfolio excluding
the highest internal PDs, (ii) the pool composition in terms of the
exposure to certain products, i.e. pre-approved loans, where the
borrower was offered an unsecured consumer loan up to a maximum
amount without initiating an application process, (iii) benchmark
transactions, and (iv) other qualitative considerations.

Portfolio expected recoveries of 15.00% are in line with the
Spanish Consumer Loan ABS average and are based on Moody's
assessment of the lifetime expectation for the pool taking into
account: (i) historical performance of the loan book of the
originator, (ii) benchmark transactions, and (iii) other
qualitative considerations.

PCE of 17.00% is in line with the Spanish Consumer Loan ABS average
and is based on Moody's assessment of the pool which is mainly
driven by: (i) evaluation of the underlying portfolio, complemented
by the historical performance information as provided by the
originator, and (ii) the relative ranking to originator peers in
the Spanish Consumer Loan ABS market.

The PCE of 17.00% results in an implied coefficient of variation
("CoV") of 52.04%.

The principal methodology used in these ratings was "Moody's
Approach to Rating Consumer Loan-Backed ABS" published in December
2022.

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

Factors that would lead to an upgrade of the ratings include: (i) a
significantly better than expected performance of the pool, (ii) an
increase in credit enhancement of the Notes, or (iii) an
improvement of Spain's local currency country ceiling (LCC).

Factors that would lead to a downgrade of the ratings include: (i)
a decline in the overall performance of the pool, (ii) the
deterioration of the credit quality of Santander, as Santander is
acting as originator, servicer, swap counterparty, account bank and
paying agent, or (iii) a deterioration of Spain's local currency
country ceiling (LCC).



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

GARRETT MOTION: Moody's Rates New $500MM Sr. Unsecured Notes 'B1'
-----------------------------------------------------------------
Moody's Ratings has assigned a B1 instrument rating to the proposed
$500 million backed senior unsecured notes due 2032, to be issued
by Garrett Motion Holdings, Inc. and co-issued by Garrett LX I S.a
r.l., subsidiaries of Switzerland-based auto parts supplier Garrett
Motion Inc. ("Garrett" or " the group"). Concurrently, Moody's
affirmed the group's Ba2 long-term corporate family rating, the
Ba2-PD probability of default rating. Moody's also affirmed the Ba2
ratings on the backed senior secured term loan B facilities
borrowed by Garrett LX I S.a r.l. and the Ba2 rating on the $570
million backed senior secured revolving credit facility (RCF),
borrowed by Garrett Motion S.a r.l. The outlook on Garrett, Garrett
LX I S.a r.l. and Garrett Motion S.a r.l. remains stable. The
outlook assigned on Garrett Motion Holdings, Inc. is stable.

The expected proceeds from the new proposed backed senior unsecured
notes issued by Garrett Motion Holdings, Inc. will be used to
refinance $500 million of outstanding senior secured term loan B
facilities (maturing 2028) and cash from balance sheet will fund
transaction costs and financing fees.              

RATINGS RATIONALE

The assigned B1 rating on the proposed $500 million backed senior
unsecured notes issued by Garrett Motion Holdings, Inc. is two
notches below Garrett's Ba2 CFR, reflecting Moody's loss given
default (LGD) assessment, in which the new notes will rank junior
to the existing senior secured debt instruments. The new notes will
share the same guarantees as the existing senior secured credit
facilities, provided by the group and each direct material
subsidiary of the issuers, accounting for around 91% of group
EBITDA in 2023. While providing a layer of loss absorption in a
default scenario, the unsecured notes are not material enough to
support a notching of the instrument ratings of the backed senior
secured term loans B and RCF. A greater portion of unsecured debt
being issued, however, could result in an upward notching of the
ratings of the existing senior secured credit facilities. In its
LGD assessment Moody's also ranks trade payables at the same level
as the senior secured debt instruments, for which Moody's affirmed
the Ba2 instrument ratings, in line with the CFR.

The affirmed Ba2 CFR reflects that the proposed transaction will
not materially affect Garrett's financial leverage or its other key
financial ratios materially. As of March 31, 2024, the group's 3.0x
Moody's adjusted gross debt to EBITDA ratio was in line with
Moody's 2x-3x guidance for a Ba2 rating. Moody's views the
transaction as slightly credit positive, reflecting the expectation
of somewhat lower interest costs for the new notes, versus the
existing backed senior secured term loans B, as well as the
extension of Garrett's debt maturity profile.

The Ba2 CFR continues to be supported by the group's leading
position in turbochargers for passenger and commercial vehicles;
the increased market penetration of turbochargers globally, which
should allow it to grow at least in line with global light vehicle
sales in the next few years; its long-standing customer
relationships with a diversified group of automakers; its
relatively strong margins (12.4% Moody's-adjusted EBITA margin for
the 12 months through March 2024), despite a highly competitive
industry environment; and strong free cash flow generation

Garrett's rating remains constrained by the ongoing automotive
industry trends towards battery electric vehicles (BEVs), although
Moody's believes internal combustion engines (ICEs) will retain a
significant share of the vehicle powertrain in the current decade;
its exposure to the cyclicality of the automotive industry;
persistent inflationary pressures; and the group's historically
strong presence in light vehicle diesel engines in Europe, where
vehicle demand has been shifting toward gasoline engines.

RATING OUTLOOK

Garrett's stable outlook incorporates Moody's expectation that the
group's globally competitive position and strong profit margins
will drive positive FCF over the next 12-18 months, supporting debt
reduction and R&D funding as its product mix shifts toward
gasoline-powered engines. The outlook also reflects the expectation
of a continued recovery in global light vehicle sales over
2024-25.

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

An upgrade to Ba1 would require a reduced exposure to products used
for internal combustion engines only, including plug-in hybrids.
Moreover, an upgrade would require debt/EBITDA (Moody's adjusted)
improving towards 2.0x, EBITA margin (Moody's adjusted) in the low
teens in percentage terms, maintenance of positive FCF generation
in the high teens as percentage of debt, and maintenance of good
liquidity.

Garrett's ratings could be downgraded if automotive demand declines
significantly, and the group is unable to continue to win new
profitable turbo businesses on gasoline-powered engines as the
industry mix shifts away from diesel, resulting in a strain on
revenue. More specifically, a downgrade of the rating could result
from the group's debt/EBITDA (Moody's adjusted) exceeding 3.0x,
EBITA margin (Moody's adjusted) trending below 10%, negative FCF,
or a deterioration of liquidity.

LIST OF AFFECTED RATINGS:

Issuer: Garrett Motion Inc.

Affirmations:

LT Corporate Family Rating, Affirmed Ba2

Probability of Default, Affirmed Ba2-PD

Outlook:

Outlook, Remains Stable

Issuer: Garrett Motion Holdings, Inc.

Assignments:

Backed Senior Unsecured (Local Currency), Assigned B1

Outlook:

Outlook, Assigned Stable

Issuer: Garrett LX I S.a r.l.

Affirmations:

Backed Senior Secured Bank Credit Facility (Foreign Currency),
Affirmed Ba2

Backed Senior Secured Bank Credit Facility (Local Currency),
Affirmed Ba2

Outlook:

Outlook, Remains Stable

Issuer: Garrett Motion S.a r.l.

Affirmations:

Backed Senior Secured Bank Credit Facility (Foreign Currency),
Affirmed Ba2

Outlook:

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Automotive
Suppliers published in May 2021.

COMPANY PROFILE

Garrett Motion Inc., headquartered in Rolle, Switzerland, designs,
manufactures and sells highly engineered turbocharger and
electric-boosting technologies for light and commercial vehicle
manufacturers and the aftermarket. Garrett emerged from the spinoff
of Honeywell International Inc.'s (A2 positive) Transportation
Systems business in October 2018. The group emerged from Chapter 11
in the second quarter of 2021. Its shares are listed on the NASDAQ
stock exchange. In 2023, Garrett reported revenue of $3.9 billion
and Moody's-adjusted EBITDA of $594 million (15.3% margin).  



===========
T U R K E Y
===========

TURK TELEKOM: S&P Raises Long-Term ICR to 'B+', On Watch Pos.
-------------------------------------------------------------
S&P Global Ratings raised its long term issuer credit and issue
ratings on Turk Telekom to 'B+' from 'B' and assigned its
preliminary 'BB-' issue rating to the company's proposed $500
million senior unsecured notes. S&P also placed its long term
issuer and issue ratings on the current debt on CreditWatch with
positive implications.

S&P said, "The CreditWatch placement indicates that we will raise
our ratings on Turk Telekom to 'BB-' after it successfully places
the proposed issuance; otherwise, we would affirm our 'B+' ratings
on the company if it does not.

"The upgrade of Turk Telekom follows the rating action on Turkiye.
On May 3, 2024, we raised our unsolicited long-term sovereign
credit ratings on Turkiye to 'B+' from 'B'. The outlook is
positive. At the same time, we affirmed our unsolicited 'B'
short-term sovereign credit ratings on Turkiye and raised our
unsolicited national scale ratings to 'trAA-/trA-1+' from
'trA/trA-1'. Finally, we revised our transfer and convertibility
assessment to 'BB-' from 'B+', signifying that the risk of the
sovereign preventing private-sector debtors from servicing foreign
currency-denominated debt is abating. Our rating on Turk Telekom is
currently capped at the sovereign foreign currency rating on
Turkiye, because the company for now does not pass our hypothetical
sovereign default stress test.

"Turk Telekom's liquidity on Jan. 1, 2024, was adequate, but the
company faces a $500 million bond maturity in February 2025. We
assess the company's liquidity as adequate based on a
sources-to-uses ratio of slightly above 1.2x for the 12 months
started Jan. 1, 2024. Furthermore, Turk Telekom's liquidity is
supported by its solid banking relationships in Turkiye and a solid
standing in the local capital market." Principal liquidity sources
include:

-- Reported unrestricted cash balances of about Turkish lira (TRY)
19.2 billion on Dec. 31, 2023;

-- Available committed lines of about TRY12.5 billion including
the $120.6 million due January 2034 and EUR200 million due March
2029; and

-- Annual funds from operations of about TRY28.5 billion.

Principal liquidity uses include:

-- About TRY30 billion debt maturities over the next 12 months
(excluding the $500 million senior unsecured notes maturing
February 2025);

-- Working capital outflow of about TRY2.3 billion; and

-- About TRY15 billion annual long lead and committed capex.

The senior unsecured notes' successful issuance will materially
improve Turk Telekom's liquidity position and help it pass our
hypothetical sovereign default stress. The company is contemplating
issuing $500 million senior unsecured notes with five-year maturity
to address the next significant maturity ($500 million maturing in
February 2025). The transaction, if completed as presented to S&P,
would materially strengthen Turk Telekom's liquidity position so
that liquidity will remain sustainably adequate in the next 18-24
months. S&P said, "Furthermore, we expect the company will pass our
hypothetical sovereign default stress test that assumes, among
other factors, a 50% devaluation of the lira against hard
currencies and a 20% decline in EBITDA. Still, we will cap the
rating at our 'BB-' T&C assessment on Turkiye because Turk Telekom
generates an overwhelming majority of its cash flow in the
country."

S&P said, "The CreditWatch placement indicates that we will raise
our ratings on Turk Telekom to 'BB-' after it successfully placed
the proposed issuance; otherwise, we would affirm our 'B+' ratings
on the company if it does not."


TURKIYE CUMHURIYETI: Fitch Puts Final 'CCC+' Rating to Tier 2 Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Turkiye Cumhuriyeti Ziraat Bankasi
Anonim Sirketi's (Ziraat; B/Positive/b) USD500 million issue of
Basel III-compliant Tier 2 capital notes due 2034 a final rating of
'CCC+'. The Recovery Rating is 'RR6'.

The final rating is the same as the expected rating assigned on 26
April 2024.

KEY RATING DRIVERS

The subordinated notes are rated two notches below the bank's
Viability Rating (VR) to reflect their subordinated status and
Fitch's view of a high likelihood of poor recoveries in the event
of default.

Fitch has applied zero notches for incremental non-performance
risk, as the agency believes that write-down of the notes will only
occur once the point of non-viability is reached and there is no
coupon flexibility prior to non-viability.

The notes constitute direct, unsecured, unconditional and
subordinated obligations of Ziraat and rank equally with all its
other subordinated obligations but in priority to junior
obligations. The notes qualify as Basel III-compliant Tier 2
instruments and contain contractual loss-absorption features, which
will be triggered at the point of non-viability of the bank.
According to the terms, the notes are subject to permanent partial
or full write-down on the occurrence of a non-viability event
(NVE). There are no equity conversion provisions in the terms.

An NVE is defined as occurring when the bank has incurred losses
and has become, or is likely to become, non-viable as determined by
the local regulator, the Banking and Regulatory Supervision
Authority (BRSA). The bank will be deemed non-viable when it
reaches the point at which either the BRSA determines that its
operating licence is to be revoked and the bank liquidated, or the
rights of Ziraat's shareholders (except to dividends), and the
management and supervision of the bank, should be transferred to
the Savings Deposit Insurance Fund on the condition that losses are
deducted from the capital of existing shareholders.

The notes have a 10-year maturity and a call option after five
years.

RATING SENSITIVITIES

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

The notes' rating is primarily sensitive to a change in the bank's
VR, from which it is notched.

The notes would be downgraded if Ziraat's VR is downgraded. The
notes' rating could also be downgraded due to an increase in
notching from the bank's VR, which could arise if Fitch changes its
assessment of their non-performance relative to the risk captured
in the VR.

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

The notes would be upgraded if Ziraat's VR is upgraded.

ESG CONSIDERATIONS

Ziraat has an ESG Relevance Score of '4' for Governance Structure
and Management Strategy due to potential government influence over
the board's effectiveness and management strategy in the
challenging Turkish operating environment. The ESG Relevance Score
for Management Strategy also reflects increased regulatory
intervention in the Turkish banking sector, which hinders the
operational execution of management's strategy, constrains
management's ability to determine strategy and price risk and
creates an additional operational burden for the entity. This has a
moderately negative impact on the bank's credit profile and is
relevant to the ratings in conjunction with other factors.

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

DATE OF RELEVANT COMMITTEE

16 April 2024

   Entity/Debt             Rating          Recovery   Prior
   -----------             ------          --------   -----
Turkiye Cumhuriyeti
Ziraat Bankasi
Anonim Sirketi

   Subordinated        LT CCC+  New Rating   RR6      CCC+(EXP)



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

8-10 DOVER: Enters Administration, Liabilities Totaled GBP5.3MM+
----------------------------------------------------------------
Business Sale reports that 8-10 Dover Street Limited, a real estate
company based in London, fell into administration last month, with
Nimish Patel of Hudson Weir and Bijal Shah of Edge Recovery
appointed as joint administrators.

According to Business Sale, in the company's accounts for the year
to December 31, 2022, its fixed assets were valued at GBP5.1
million and current assets at GBP1.1 million.  However, its debts
meant that net liabilities amounted to more than GBP5.3 million,
Business Sale discloses.



BULKGLOBAL LOGISTICS: Falls Into Administration
-----------------------------------------------
Business Sale reports that BulkGlobal Logistics Limited, a
Brentford-based logistics firm specialising in worldwide liquid
transportation, fell into administration last month, with the
Gazette confirming the appointment of Andreas Arakapiotis and Kikis
Kallis of Kallis & Company as joint administrators on
May 3.

According to Business Sale, in the company's accounts for the year
to April 30, 2023, its fixed assets were valued at GBP831,267 and
current assets at GBP480,734.  At the time, however, its debts left
it with net liabilities totalling GBP317,847, Business Sale notes.




CAZOO: Files of Notice of Intent to Appoint Administrators
----------------------------------------------------------
Matthew Field at The Telegraph reports that the online car
supermarket Cazoo is on the brink of insolvency after failing to
secure emergency funding.

According to The Telegraph, the digital used car business, founded
by former Zoopla boss Alex Chesterman, has filed a notice that it
intends to appoint administrators at the High Court.

It marks a dramatic fall from grace for the British car dealer,
which was valued at over US$8 billion (GBP6.4 billion) after
floating on the New York Stock Exchange in 2021.

Cazoo's share price later plunged and it was forced into a series
of restructurings and refinancings in an effort to survive,
including a US$630 million debt-for-equity swap completed in
December, The Telegraph recounts.

Cazoo admitted last week that it needed to raise further cash, but
added that there were no offers to provide outside capital and it
was burning around GBP30 million every three months, The Telegraph
relates.  Bosses said they were exploring alternative solutions,
including selling parts of the company, The Telegraph notes.

However, without a deal Cazoo warned its operating businesses would
"need to file for administration or liquidation" and potentially
wind up the company, according to The Telegraph.

At one point, the business employed more than 5,000 people across
Britain and Europe, but it has since cut thousands of jobs in an
effort to survive.

According to its last annual report filed in the US, Cazoo had just
1,500 employees in March 2023, the vast majority of them in
Britain.

The potential administration comes amid a collapse in the value of
used cars and fears that demand for electric vehicles has stalled,
The Telegraph notes.

Cazoo initially owned all its used car stock, which it offered to
deliver to customers' doors from hubs around the UK.

The business embarked on a rapid period of domestic and
international expansion, buying up rivals and expanding across
Europe.

However, in March it announced it would be changing its business
model, selling off its stock of vehicles and changing into a purely
online marketplace, similar to Autotrader, The Telegraph
discloses.

At the time, Cazoo, as cited by The Telegraph, said it would be
making "changes to our operations in line with a pure-play
marketplace model, such as exiting fulfilment operations and
reducing headcount".

According to The Telegraph, on May 8, Cazoo told the stock market
that three of its UK subsidiaries had filed notices of intent to
appoint administrators.  These filings provide a moratorium on
creditors launching claims against the company for 10 days, which
can be used for a final attempt to salvage the business, The
Telegraph states.

The Telegraph reported in February that Cazoo had called in a team
of restructuring experts to try and navigate its funding crisis and
that the business was exploring a sale or a break-up.


CME AUTOMATION: Collapses Into Administration
---------------------------------------------
Business Sale reports that CME Automation Systems Limited, a
Chard-based company that manufactures cannabis packaging and
automation solutions, fell into administration at the beginning of
May, appointing Stephen Absolom and Howard Smith of Interpath
Advisory as joint administrators.



CPUK FINANCE: S&P Assigns 'B (sf)' Rating to Class B7-Dfrd Notes
----------------------------------------------------------------
S&P Global Ratings assigned its 'B (sf)' preliminary credit rating
to CPUK Finance Ltd.'s new fixed-rate GBP330.0 million class
B7-Dfrd notes with a five-year expected maturity date in August
2029.

The rating S&P assigns at closing will depend upon receipt and
satisfactory review of all final transaction documentation,
including legal opinions, and conditions precedent being met.

The new issuance will result in a class B7-Dfrd notes' leverage
ratio of about 8.0x, based on FY 2023 EBITDA of GBP275.0 million.
The COVID-19 pandemic significantly affected the company's
performance during fiscal years 2021 and 2022, but it has since
then sharply rebounded. The group reported revenues ahead of the
pre-pandemic level already in 2023 and into 2024. Despite some
slowdown in recent months, especially for average daily rate (ADR)
growth, S&P expects the group to continue to benefit from resilient
demand over the next 12 months.

The transaction blends a corporate securitization of the U.K.
operating business of the short break holiday village operator
Center Parcs Holdings 3 Ltd., the borrower, with a subordinated
high-yield issuance. It originally closed in February 2012 and has
been tapped several times since, most recently in April 2023.

The transaction will likely qualify for the appointment of an
administrative receiver under the U.K. insolvency regime. When the
events of default allow security to be enforced ahead of the
company's insolvency, an obligor event of default would allow the
noteholders to gain substantial control over the charged assets
before an administrator's appointment, without necessarily
accelerating the secured debt, both at the issuer and at the
borrower level.

CPUK Finance will issue the new fixed-rate class B7-Dfrd notes
totaling GBP330 million. These new notes will be contractually
subordinated to the outstanding class A notes and rank pari passu
with the existing class B5-Dfrd and B6-Dfrd notes. The interest on
these instruments is fully deferrable and fully subordinated,
similar to the existing class B5-Dfrd and B6-Dfrd notes. S&P's
ratings on these junior notes only address ultimate payment of
interest and principal. The financial default covenant--where the
class B free cash flow (FCF) debt service coverage ratio (DSCR)
cannot be less than 100%--will be reinstated and will apply to the
B7-Dfrd notes. This covenant currently does not apply to the
existing class B5-Dfrd and B6-Dfrd notes, which S&P considers to
significantly weaken the borrower security trustee's right to
enforce the security package on behalf of the class B5 and B6-Dfrd
noteholders compared with the previous class B4-Dfrd notes and now
B7-Dfrd notes.

In a scenario where the existing senior notes and class B7-Dfrd
notes are no longer outstanding, the lack of the class B FCF DSCR
covenant will prevent the class B5-Dfrd and B6-Dfrd noteholders
from enforcing security and exercising recourse against the
borrower. This may either result in a lower rating or prevent us
from continuing to rate the class B5-Dfrd and B6-Dfrd notes under
our corporate securitization criteria.

S&P said, "Our corporate securitization criteria state that
noteholders should be able to enforce their interest on the assets
of the business ahead of the insolvency and/or restructuring of the
operating company. If at any point the class B5-Dfrd and B6-Dfrd
noteholders lose their ability to enforce by proxy the security
package, we may revise our analysis, including forming the view
that the class B5-Dfrd and B6-Dfrd notes' security package
resembles covenant-light corporate debt rather than secured
structured debt."


LCUK LEEDS: Goes Into Administration
------------------------------------
Business Sale reports that LCUK Leeds Limited and LCUK Leicester
Limited, outlets of UK laser clinic operator LCUK, fell into
administration in late April, with Kim Richards and Richard Tonks
of BK Plus appointed as joint administrators of both businesses.

In the 15 months to June 30 2022, LCUK Leeds Limited reported
turnover of GBP477,152, but fell to a loss of GBP144,038, Business
Sale discloses.  At the time, its fixed assets were valued at
GBP385,209 and current assets at GBP136,211, but net liabilities
totalled GBP143,838, Business Sale notes.

In the year to May 31, 2022, LCUK Leicester Limited reported
turnover of GBP213,776, but fell to a loss of GBP175,151, Business
Sale relates.  At the time, its fixed assets were valued at
GBP458,728 and current assets at GBP114,633, with net liabilities
standing at GBP174,951, Business Sale states.  A month later, its
net liabilities had increased to GBP197,211, according to Business
Sale.



LODGE COTTRELL: Goes Into Administration
----------------------------------------
Business Sale reports that Lodge Cottrell Limited, a supplier of
environmental air pollution control equipment for the power
generation industry, fell into administration last week, with
Rajnesh Mittal and Benjamin Jones of FRP Advisory appointed as
joint administrators.

According to Business Sale, in the year to December 31 2022, the
company reported turnover of GBP11.5 million, up from GBP10.8
million a year earlier, but saw its operating losses widen from
GBP482,000 to GBP722,000.  At the time, the company's assets were
valued at around GBP5.4 million, but its net liabilities totalled
GBP7.9 million, Business Sale discloses.


MITCHELLS & BUTLERS: Fitch Affirms BB+ Rating, Outlook Now Stable
-----------------------------------------------------------------
Fitch Ratings has revised the Outlook on Mitchells & Butlers
Finance Plc's (M&B) class B, C and D notes to Stable from Negative.
Ratings of all notes and interest-rate and cross-currency swaps
have been affirmed.

   Entity/Debt                      Rating         Prior
   -----------                      ------         -----
Mitchells & Butlers
Finance Plc

   Mitchells & Butlers
   Finance Plc/Project
   Revenues - Third Lien/3 LT   LT BB+  Affirmed   BB+

   Mitchells & Butlers
   Finance Plc/Project
   Revenues - First Lien/1 LT   LT A+   Affirmed   A+

   Mitchells & Butlers
   Finance Plc/Project
   Revenues - Fifth Lien/5 LT   LT B+   Affirmed   B+

   Mitchells & Butlers
   Finance Plc/Project
   Revenues - Fourth Lien/4 LT   LT BB  Affirmed   BB

   Mitchells & Butlers
   Finance Plc/Project
   Revenues - Second Lien/2 LT   LT A-  Affirmed   A-

RATING RATIONALE

The revision of the Outlooks on the class B, C, D notes reflects
higher visibility on post-pandemic recovery and reducing cost
pressure, which allowed M&B to improve cash generation and increase
the cushion on notes' free cash flow (FCF) debt service coverage
ratios (FCF DSCRs) under the Fitch rating case (FRC) relative to
previous years' projections.

The rating affirmation reflects stabilising business conditions
after the pandemic demand shock and M&B's high-quality estate. The
managed business model helps the group adapt to the dynamic and
competitive eating-and-drinking out market in the UK. Fitch's
projected FCF DSCRs are well-aligned with its criteria and its
peers'. The ratings of the class A notes and the swaps reflect
strong FCF ratios with sufficient cushion to absorb material EBITDA
deterioration in a downturn. The ratings are constrained at 'A+' by
Fitch's overall 'Midrange' industry profile assessment for the pub
sector.

KEY RATING DRIVERS

Industry Profile - 'Midrange'

Sector Structural Decline:

The pandemic and its related containment measures have had a
material impact on the UK's pub sector. Trade volumes are
recovering, but some uncertainties remain, especially amid high
inflation pressure on demand and profitability. The UK pub sector
has a long history, but trading performance for some assets have
shown significant weakness even prior to the pandemic.

The sector has been in structural decline for the past three
decades due to demographic shifts, greater health awareness and the
growing presence of competing offerings. Exposure to discretionary
spending is high, and revenues are therefore linked to the broader
economy. Competition is keen, including off-trade alternatives, and
barriers to entry are low. Despite its contraction, Fitch views the
sector as sustainable in the long term, supported by a strong UK
pub culture.

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

Company Profile - 'Stronger'

Managed Estate; Better Profitability Visibility:

M&B is a large operator of restaurants, pubs and bars in the UK,
including a range of well-known brands aimed at both the more
expensive and value-end of the market. The company's trading
history (2006-2019 CAGR per pub of 2.9%) has shown resilience to
the declining UK pub industry. The securitised portfolio includes
1,328 outlets. Almost all of M&B's estate is managed pubs, yielding
better visibility of underlying profitability. The pubs are
well-maintained and feature a high minimum maintenance covenant.
M&B has a long record of maintenance capex in excess of the
required level.

Sub-KRDs: Financial Performance - 'Midrange'; Company Operations -
'Stronger'; Transparency - 'Stronger'; Dependence on Operator -
'Midrange'; Asset Quality - 'Stronger'

Debt Structure 1 (class A, swaps) - 'Stronger' and Debt Structure -
2, 3, 4 and 5 (class AB, B, C and D, respectively) - 'Midrange'

Standard Fully Amortising WBS Structure:

The debt is fully amortising with some concurrent amortisation of
junior tranches. The notes are a combination of fixed-rate and
fully hedged floating-rate debt. The security package is strong,
with comprehensive first-ranking fixed and floating charges over
borrower assets. Class A notes are senior ranking, and junior notes
are lower. A liquidity facility covering 18 months debt service is
fully accessible to class A, AB, and B notes but in limited amounts
for the class C and D notes. The structure includes debt service
covenants and restricted payment conditions.

Fitch views the creditworthiness of the issuer's obligations under
the swaps as consistent with the long-term ratings of the class A
notes, as the swaps are expected to default with the notes under
certain scenarios.

Sub-KRDs class A notes and swaps: Debt Profile - 'Stronger';
Security Package - 'Stronger' and Structural Features - 'Stronger'

Sub-KRDs class AB, B, C and D notes: Debt Profile - 'Midrange';
Security Package - 'Midrange' and Structural Features - 'Stronger'

Financial Profile

Under the FRC Fitch assumes recovery of by end-2025. In the long
term, the underlying assumption is for marginally increasing EBITDA
and marginally decreasing FCF. This results in FCF DSCR (minimum of
average and median for the specific debt term) for the class A, AB,
B, C and D at 2.5x, 1.9x,1.3x, 1.2x and 1.1x, respectively.

PEER GROUP
M&B's closest peers are hybrid pub company securitisations, such as
Greene King Finance Plc and Marston's Issuer Plc, although Fitch
views M&B as having a more reactive and transparent business model
as the only fully-managed estate among Fitch-rated peers.

M&B's class A notes are rated at the pub sector rating cap category
and higher than other senior debt tranches in Fitch's whole
business securitisation pub portfolio due to its comparatively
strong financial metrics. However, Fitch views the junior notes as
well-aligned with its pub peers'.

RATING SENSITIVITIES

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

Projected FCF DSCRs below 2.2x, 1.8x, 1.2x, 1.1x and 1.0x for the
class A, AB, B, C and D notes, respectively, could lead to a
downgrade.

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

The class A notes' ratings are constrained by the industry cap
applicable to WBS pub transactions.

Projected FCF DSCRs above 1.9x, 1.4x, 1.3x and 1.2x for the class
AB, B, C and D notes, respectively, could lead to an upgrade.

TRANSACTION SUMMARY

M&B is a securitisation group and operating business of the managed
pub estate operator Mitchells & Butlers Retail. The securitised
group contained 1,328pubs/restaurants.

CREDIT UPDATE

M&B securitisation revenues in the financial year to September 2023
recovered significantly above pre-pandemic levels. Sales were
around GBP1.9 billion (vs. GBP1.7 billion in 2019), despite
inflation squeezing disposable income. Strong recovery in sales has
continued so far in FY24 with turnover growing 7.7% yoy in 1QFY24
(to January 2024). M&B has benefited from the return of workers to
city centres, an increase in tourism post-pandemic and an increase
in spend-per head, which have all supported the recovery in sales.

However, profitability remains below pre-pandemic level due to
inflationary pressure in 2022-2023, most of which M&B had to absorb
and are being gradually passed on to customers. In FY23 EBITDA per
pub reached around 80% of FY19 levels. Fitch expects the recovery
in profitability to pre-pandemic levels to be delayed until 2025
under the FRC.

At FY23, the securitisation had a cash balance of GBP77 million (of
which GBP58 million was held as collateral in respect of swaps) and
a fully undrawn liquidity facility of GBP295 million.

FINANCIAL ANALYSIS

High core inflation continues to put pressure on net disposable
incomes and could delay post-pandemic recovery. M&B is now
gradually passing on inflation to customers, thus improving EBITDA.
Currently, cost pressures on business are abating (particularly
energy costs) but there is still uncertainty.

The 2024 FRC assumes a profitability recovery by end-2025. In the
long term (2025-2035), the underlying assumption is marginally
increasing EBITDA (CAGR of 0.5%) and marginally decreasing FCF
(CAGR of -0.3%), reflecting the cost pressures as well as changing
consumer habits affecting the pub industry.

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.

SHINE FOOD: Enters Administration, Halts Operations
---------------------------------------------------
Business Sale reports that Shine Food Machinery Limited, a catering
equipment supplier based in Gwent, fell into administration last
month, appointing Huw Powell and Susan Clay of Begbies Traynor as
joint administrators.

The company unexpectedly fell into administration and ceased
trading following the collapse of a planned joint venture that was
due to inject fresh capital into the business, Business Sale
relays, citing a report from industry publication Catering
Insight.

In the year to December 31, 2022, the company reported turnover of
GBP12.8 million, up from GBP8.9 million a year earlier, but saw its
post-tax profits fall from GBP158,747 to just under GBP93,000,
Business Sale discloses.

At the time, its fixed assets were valued at over GBP1 million and
current assets at GBP4.8 million, with net assets amounting to
GBP1.1 million at the time, Business Sale notes.


TOGETHER ASSET 2024-1ST1: Fitch Assigns BB+sf Rating on Cl. X Notes
-------------------------------------------------------------------
Fitch Ratings has assigned Together Asset Backed Securitisation
2024-1ST1 PLC final ratings, as detailed below.

   Entity/Debt              Rating             Prior
   -----------              ------             -----
Together Asset Backed
Securitisation
2024-1ST1 PLC

   A XS2795571400       LT AAAsf  New Rating   AAA(EXP)sf
   B XS2795572630       LT AA-sf  New Rating   AA-(EXP)sf
   C XS2795572713       LT Asf    New Rating   A-(EXP)sf
   D XS2795572986       LT BBBsf  New Rating   BBB-(EXP)sf
   E XS2795573109       LT BB+sf  New Rating   B+(EXP)sf
   X XS2801305918       LT BB+sf  New Rating   BB+(EXP)sf

TRANSACTION SUMMARY

The transaction is a securitisation of buy to-let (BTL) and
owner-occupied (OO) mortgages backed by properties in the UK,
originated by Together Personal Finance and Together Commercial
Finance, two fully-owned subsidiaries of Together Financial
Services Limited (Together; BB/Stable/B). The transaction includes
recent originations up to August 2022.

KEY RATING DRIVERS

Specialised Lending: Together takes a manual approach to
underwriting, focusing on borrowers that do not necessarily qualify
on the automated scorecard models of high-street lenders. It
attracts a higher proportion of borrowers with complex incomes,
notably those who are self-employed (for whom Fitch applied a 1.3x
foreclosure frequency (FF) adjustment compared with the standard FF
adjustment of 1.2x) and borrowers with adverse credit histories,
than is typical for prime UK lenders.

It allows more underwriting flexibility than other specialist
lenders by permitting interest-only OO lending flexible exit
strategies (such as downsizing). It also uses BTL borrowers'
personal income for affordability calculations without minimum
rental income coverage.

Performance Stabilised, Close to Peers: The performance of
Together's books has generally been volatile since 2004, but has
stabilised since 2020. It is worse than that of prime lenders, but
generally in line with specialist lenders. Fitch has applied an
originator adjustment of 1.50x on its prime and 1.40x BTL
assumptions, resulting in weighted average (WA) FF assumptions
comparable with other specialist lenders. The BTL 1.40x adjustment
includes considerations for top obligor exposure and lower BTL
affordability than peers, despite positive performance trends since
2020.

Low LTVs Driving Recoveries: The pool comprises first-lien mortgage
loans: 65.8% are BTL loans and 34.2% are OO. Seasoning is low as
most the loans were originated in 2022.

The WA original loan-to-value (LTV) of the portfolio is 62.2%,
lower than that of comparable specialist lenders, which usually
have values of 70%-75%, but higher than the predecessor deal (TABS
2023-2: 53.5%). This is the main driver of Fitch's recovery rates,
which are higher than those of peers.

High-Yield Assets: The assets in the portfolio earn higher interest
rates than is typical for prime mortgage loans, and can generate
substantial excess spread to cover losses. The WA yield at closing
is 7.4%. Prior to the step-up date, excess spread is used to pay
down the class X notes. On and after the step-up date, the
available excess spread is diverted to the principal waterfall and
can be used to amortise the notes.

Fixed Interest Rate Hedging Schedule: Fixed-rate loans make up
49.1% of the pool (reverting to a variable rate on a WA of 10.3%),
hedged through an interest rate swap. The swap features a scheduled
notional balance that could lead to over-hedging in the structure
due to defaults or prepayments higher than 10%. Over-hedging
results in additional available revenue funds in rising interest
rate scenarios but reduced available revenue funds in decreasing
interest rate scenarios.

RATING SENSITIVITIES

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

The transaction's performance may be affected by adverse changes in
market conditions and the economic environment. Weakening economic
performance is strongly correlated to increasing levels of
delinquencies and defaults that could reduce credit enhancement
(CE) available to the notes.

Additionally, unanticipated declines in recoveries could result in
lower net proceeds, which may make certain note ratings susceptible
to negative rating action depending on the extent of the decline in
recoveries. Fitch found that a 15% WAFF increase and 15% WA
recovery rate (RR) decrease would result in downgrades of up to
three notches for the class A, C and E notes, two notches for the
class B and D notes and no impact on the class X notes.

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

Stable to improved asset performance driven by stable delinquencies
and defaults would lead to increasing CE levels and potentially
upgrades. A decrease in the WAFF of 15% and an increase in the WARR
of 15% would result in upgrades of up to three notches for the
class C and D notes, two notches for the class B notes, one notch
for class E notes and no impact for the class A and X notes, which
are at their highest achievable ratings.

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

Fitch was provided with Form ABS Due Diligence-15E (Form 15E) as
prepared by KPMG. The third-party due diligence described in Form
15E focused on comparing the data provided in the loan level pool
tape against the original loan files. Fitch considered this
information in its analysis, which did not have an effect on
Fitch's analysis or conclusions.

DATA ADEQUACY

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.

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.


                           *********


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

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

Copyright 2024.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.

Information contained herein is obtained from sources believed to
be reliable, but is not guaranteed.

The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail.  Additional e-mail subscriptions for
members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
contact Peter Chapman at 215-945-7000.


                * * * End of Transmission * * *