---

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

                          E U R O P E

          Tuesday, June 25, 2024, Vol. 25, No. 127

                           Headlines



C Z E C H   R E P U B L I C

AI SIRONA: Moody's Upgrades CFR to B2 & Alters Outlook to Stable


E S T O N I A

BIGBANK AS: Moody's Lowers LongTerm Deposit Ratings to Ba1


F R A N C E

ALTICE FRANCE: $2.15BB Bank Debt Trades at 18% Discount
ALTICE FRANCE: $2.50BB Bank Debt Trades at 20% Discount
ALTICE FRANCE: $4.28BB Bank Debt Trades at 25% Discount
SEQUANS COMMUNICATIONS: Advances on Key Business Initiatives


G E R M A N Y

PLUSSERVER GMBH: EUR260 MM Bank Debt Trades at 52% Discount


I R E L A N D

PENTA CLO 17: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes


L U X E M B O U R G

EOS FINCO: EUR475MM Bank Debt Trades at 19% Discount
QSRP INVEST: Fitch Assigns 'B' LongTerm IDR, Outlook Stable


N E T H E R L A N D S

E-MAC PROGRAM 2007-III: Fitch Affirms ‘CCCsf' Rating on Cl. E Notes


S P A I N

CODERE LUXEMBOURG 2: Moody's Lowers CFR to C, Outlook Stable


U N I T E D   K I N G D O M

ARDONAGH GROUP: Fitch Assigns 'B(EXP)' Rating to Sr. Secured Debts
BULB: Octopus Energy to Repay GBP3 Billion of State Support
DEADHAPPY: Set to Go Into Administration
EVEREST: Owed More Than GBP30MM at Time of Administration
EVERTON FC: Gives AS Roma Owner Exclusivity Period to Buy Stake

FOUR SEASONS: Taps CBRE to Oversee Auction After Assets Sales
GFG ALLIANCE: Pays US$24MM Legal Fees for Biggest Creditors
RIVUS FLEET: Financial Difficulties Prompt Administration
WARWICK FINANCE: Moody's Hikes GBP36.73MM Cl. E Notes Rating to B1

                           - - - - -


===========================
C Z E C H   R E P U B L I C
===========================

AI SIRONA: Moody's Upgrades CFR to B2 & Alters Outlook to Stable
----------------------------------------------------------------
Moody's Ratings has upgraded the corporate family rating to B2 from
B3 and the probability of default rating to B2-PD from B3-PD of AI
Sirona (Luxembourg) Acquisition S.a.r.l. (Zentiva or the company).
At the same time, Moody's has upgraded to B2 from B3 the instrument
ratings of the EUR1,825 million senior secured first-lien term loan
B3 (TLB) and of the EUR145 million senior secured first-lien
revolving credit facility (RCF), both due in 2028. The outlook has
been changed to stable from positive.

RATINGS RATIONALE

The upgrade of the ratings and outlook change to stable reflects
Moody's expectations that over the next 12-18 months, Zentiva's key
credit metrics will trend within levels commensurate with a B2
rating. In particular, the rating agency forecasts that the
company's Moody's-adjusted gross leverage will trend below 6x, with
an adequate interest coverage, defined as Moody's-adjusted EBITA to
interest expense, above 2x. The company's Moody's-adjusted free
cash flow (FCF) generation is expected to remain at around EUR60
million per year. FCF generation may vary year-on-year as it will
depend on working capital movements as Moody's anticipates a
normalisation of inventory in 2024, as well as capital expenditure
and potential licensing deals that may impact capital investments.

The rating action also considers Zentiva's good operating
performance since its carve-out in 2018, where the company has
built a good track record of organic growth, while improving
efficiencies and coverage of drugs losing exclusivity, which in
turn have strengthened its market position across key geographies.
Over the next 12-18 months, Moody's forecasts top line organic
growth in the mid-single-digit range in percentage terms, which
will be driven by the pipeline of new product launches, continued
penetration of current products, and good market prospects for the
generics market in Europe.

While the rating agency does not expect material debt-funded
acquisitions, the company has built its franchise partly through
acquisitions in the past, and material acquisitions could delay
deleveraging if funded with new debt, however this is not Moody's
base case scenario. The rating also considers the commoditised
nature of Zentiva's generics portfolio, although its
over-the-counter (OTC) and specialty product exposure have
increased, and overall modest scale compared with that of European
and global peers Moody's rate.

RATING OUTLOOK

The stable outlook reflects Moody's expectations that Zentiva will
continue to have a strong operating performance, over the next
12-18 months. The outlook also reflects expectations of a continued
conservative M&A policy mostly focused on organic initiatives that
will support deleveraging towards 5x (Moody's adjusted gross
leverage) and boost Moody's-adjusted FCF generation.

LIQUIDITY

Zentiva has an adequate liquidity with the cash balance of EUR124
million as of March 31, 2024, which includes a EUR64 million
draw-down from its EUR145 million RCF. Moody's anticipates that
Zentiva will repay the drawn portion of its RCF during 2024. At the
same time, the rating agency forecasts positive Moody's-adjusted
FCF of around EUR60 million over the next 12-18 months. The
company's senior secured RCF and TLB facilities mature in March and
September 2028, respectively.

The RCF is subject to a senior secured net leverage covenant of
10x, tested quarterly if more than 40% of the facility is drawn.
Moody's expect the company to continue to have significant capacity
under this threshold, as it was 4.64x at the end of March 2024.

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

Upward pressure could arise if Zentiva continues to deliver a solid
operating performance and maintains conservative and predictable
financial policies, including visibility on M&A strategy and
potential shareholder distributions. Numerically, an upgrade would
require Moody's-adjusted gross debt/EBITDA reducing below 5x,
Moody's-adjusted cash flow from operations (CFO) to debt improving
towards the mid-teens in percentage terms, and a Moody's-adjusted
EBITA to interest expense moving towards 3x.

Conversely, downward pressure could develop if Zentiva's operating
performance deteriorates or its financial policy becomes more
aggressive than in the recent past, leading to its Moody's-adjusted
gross debt/EBITDA increasing above 6x on a sustained basis, or if
its Moody's-adjusted EBITA to interest expense reduces below 2x or
its Moody's-adjusted FCF materially deteriorates. Downward pressure
could also develop if liquidity deteriorates, or if there are large
debt-funded acquisitions or shareholder distributions.

STRUCTURAL CONSIDERATIONS

The B2-PD PDR is in line with the CFR and reflects a 50% family
recovery rate. The B2 ratings of the EUR1,825 million senior
secured first-lien TLB and the EUR145 million senior secured
first-lien RCF reflect the creditors' first-lien claim over a
security package consisting of shares from operating subsidiaries
accounting for at least 80% of the group's EBITDA.

The principal methodology used in these ratings was Pharmaceuticals
published in November 2021.

COMPANY PROFILE

Zentiva is a leading European generics business headquartered in
the Czech Republic. It holds the number one market position in the
Czech Republic, Slovakia and Romania, and strong positions in
Germany, France, Italy and other Central and Eastern Europe (CEE)
markets, with an increasing share of consumer healthcare and
specialty products. Zentiva benefits from a vertically integrated
model through the value chain. It generated net sales of EUR1.49
billion and company-adjusted EBITDA of EUR362 million for the 12
months that ended March 2024. Zentiva was acquired by Advent
International in October 2018.




=============
E S T O N I A
=============

BIGBANK AS: Moody's Lowers LongTerm Deposit Ratings to Ba1
----------------------------------------------------------
Moody's Ratings has downgraded Bigbank AS' long-term deposit
ratings to Ba1 from Baa3, and its Baseline Credit Assessment (BCA)
and Adjusted BCA to ba2 from ba1.

Moody's also downgraded Bigbank's long-term Counterparty Risk
Ratings (CRRs) and Counterparty Risk (CR) Assessment to Baa2 and
Baa2(cr) from Baa1 and Baa1(cr). The bank's short-term deposit
ratings were downgraded to NP from P-3. The short-term Counterparty
Risk Ratings (CRRs) and Counterparty Risk (CR) Assessment were
affirmed at P-2 and P-2(cr). The outlook on long-term deposit
ratings remains stable.

RATINGS RATIONALE

RATIONALE FOR BCA DOWNGRADE

The key drivers for the downgrade of Bigbank's BCA to ba2 from ba1
are  (1) rising asset-liability mismatch as the share of at-call
deposits rises, while average lending maturities has lengthened due
to a growing mortgage portfolio, (2) declining profitability due to
lower net interest margins as the bank grows the share of its lower
margin lending products, and (3) weakening asset quality, with a
significant increase in its share of non-performing loans, together
with a temporary halt of the sale of impaired assets due to lower
valuations.

Bigbank is 96% funded by retail deposits, almost wholly protected
under the Estonian deposit guarantee scheme.  However, these are
largely price sensitive, placed by residents outside the bank's
core lending markets and the composition has shifted in the past
two years. The average maturity has declined as the share of
at-call deposits rose from 34% of total deposits as of December
2021 to 53% as of December 2023. This comes amid a lengthening of
the average loan maturity as the bank grows its longer-term
mortgage book, increasing its asset-liability mismatch.  While
strong deposit growth has resulted in strengthened liquidity
buffers, this is balanced against very high share of at-call
savings accounts.

Bigbank's profitability, has materially declined with its net
income-to-tangible assets ratio falling from 2.7% in 2021 to 1.8%
in 2023 and down substantially to 1.0% in first quarter of 2024,
driven by higher loan impairments and lower returns on the growing
lower risks segments. While Moody's expect profitability to improve
in second-half 2024, the bank's pivot toward lower margin lending
means profitability as a share of assets will not return to
pre-2023 levels.

The sharp increase in the bank's non-performing loans ratio has
been driven by its unsecured consumer loans and corporate loans.
Higher pricing in the third-party, non-performing loans market has
meant the bank has temporarily stopped its strategy of offloading a
share of non-performing loans, meaning these assets have remained
on-balance sheet and contributed to the weakening ratio.

This bank's asset quality has deteriorated alongside continued
aggressive growth, as Bigbank moves away from being a primarily
consumer finance lender. With corporate and mortgage lending
portfolios, respectively comprising 34% and 23% of gross loans as
of March 2024. Consumer loans make up 43%. While Moody's consider
the lower share of consumer loans to be positive, the rapid lending
growth which averaged 40% over the past 3 years has contributed to
an unseasoned loan book, heightening underlying asset risks.

Corporate governance is highly relevant for Bigbank. Bigbank's ba2
BCA incorporates two negative corporate behavior adjustments. These
reflect the elevated risk appetite demonstrated by the bank's
strategy to rapidly expand its balance sheet and grow in multiple
non-core markets and; concentrated ownership by two individuals,
resulting in key person and governance risks.

DOWNGRADE OF DEPOSIT RATINGS, LONG-TERM CRRs AND LONG-TERM CR
ASSESSMENT

The downgrade of Bigbank's deposit ratings, CRRs and CR Assessments
reflects: (1) the downgrade of the bank's BCA and adjusted BCA to
ba2 from ba1; (2) the outcome of Moody's of Advanced Loss Given
Failure (LGF) analysis which results in one notch of rating uplift
capturing the low loss level faced by junior depositors, and three
to its CRRs and CR Assessments; and (3) low assumption of
government support from Government of Estonia's sovereign rating of
A1 resulting in no further uplift.

OUTLOOK

The stable outlook on Bigbank's long-term deposit ratings reflects
Moody's view that asset quality will remain largely stable over the
next 12-18 months, that any temporary increase in non-performing
loans will remain below 6% of gross loans and will moderate as the
bank continues diversifying away from higher risk consumer lending.
Likewise, Moody's expect profitability, as measured by net income
to tangible assets, to improve to above 1.25% though the shift to
lower margin lending will limit the rebound.

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

Factors that could lead to an upgrade are either a more gradual
level of loan growth, alongside a sustained lowering of the problem
loan ratio below 3.5%; a more granular ownership and a reduction in
key person risk;  a material improvement in deposit book
composition with a falling share of cross-border deposits and
growing share of transaction accounts. The ratings could also be
upgraded due to higher volumes of loss absorbing liabilities,
leading to lower loss rates for junior depositors.

Factors that could lead to a downgrade are further substantial
deterioration in asset quality and profitability, with its share of
non-performing loans ratio rising above 7% and net income to
tangible assets falling below 1%; continued balance sheet expansion
leading to a deterioration in TCE/RWA below 12%; or loss of
confidence from international depositors. The ratings could also be
downgraded if the volumes of loss absorbing liabilities decline
significantly.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Banks
Methodology published in March 2024.




===========
F R A N C E
===========

ALTICE FRANCE: $2.15BB Bank Debt Trades at 18% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Altice France SA is
a borrower were trading in the secondary market around 82.5
cents-on-the-dollar during the week ended Friday, June 21, 2024,
according to Bloomberg's Evaluated Pricing service data.

The $2.15 billion Term loan facility is scheduled to mature on
February 2, 2026.  About $546 million of the loan is withdrawn and
outstanding.

Altice France provides wireless telecommunication services. The
Company offers fiber optic network solutions for all type of media.
Altice France serves customers in France.


ALTICE FRANCE: $2.50BB Bank Debt Trades at 20% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Altice France SA is
a borrower were trading in the secondary market around 79.8
cents-on-the-dollar during the week ended Friday, June 21, 2024,
according to Bloomberg's Evaluated Pricing service data.

The $2.50 billion Term loan facility is scheduled to mature on
August 14, 2026.  About $580 million of the loan is withdrawn and
outstanding.

Altice France provides wireless telecommunication services. The
Company offers fiber optic network solutions for all type of media.
Altice France serves customers in France.

ALTICE FRANCE: $4.28BB Bank Debt Trades at 25% Discount
-------------------------------------------------------
Participations in a syndicated loan under which Altice France SA is
a borrower were trading in the secondary market around 75.4
cents-on-the-dollar during the week ended Friday, June 21, 2024,
according to Bloomberg's Evaluated Pricing service data.

The $4.28 billion Term loan facility is scheduled to mature on
August 31, 2028.  About $4.24 billion of the loan is withdrawn and
outstanding.

Altice France provides wireless telecommunication services. The
Company offers fiber optic network solutions for all type of media.
Altice France serves customers in France.

SEQUANS COMMUNICATIONS: Advances on Key Business Initiatives
------------------------------------------------------------
Sequans Communications S.A. on June 18, 2024, provided updates on
several key business initiatives and an overview of the first
quarter financial results ended March 31, 2024.

Georges Karam, Sequans CEO, stated, "We have made significant
progress on multiple fronts, beginning with the extension of our
standstill agreements with our debt holders until the end of August
and the signature of a $15 million licensing agreement for our
Monarch2 platform with a new partner. Additionally, we are
optimizing our R&D expenses by suspending the development of our 5G
fixed wireless product to focus on low-power 5G for massive IoT
applications, specifically RedCap and eRedCap. Furthermore, we are
making progress in discussions for a strategic transaction that
would dramatically improve our balance sheet."

Extension of Standstill Agreements with Debt Holders

Having met the milestones set forth in the initial standstill
agreement announced in April 2024, in May Sequans secured an
extension of the maturities of its debt obligations held by its
three largest debt holders Lynrock Lake, Nokomis and Renesas, until
August 26, 2024. Extending the debt maturities grants the Company
additional time to secure a long-term solution and negotiate a
strategic transaction that serves the interests of all its
stakeholders.

                        New Licensing Deal

Sequans announced a June 18, 2024, a manufacturing licensing
agreement for its Monarch2 LTE platform with a leading technology
company, demonstrating the Company's ability to enhance and expand
its licensing business strategy. The deal includes an initial
payment of $15 million, with the opportunity for additional revenue
in subsequent years.

            Focus on Massive IoT and Opex Optimization

To enhance its long-term financial health while strengthening its
focus on the Massive IoT business, Sequans has suspended the
development of its 5G Taurus product for Fixed Wireless Access
applications and reoriented its product roadmap towards low-power
5G variants for Massive IoT, specifically RedCap and eRedCap. This
shift is expected to significantly reduce R&D expenses as part of
the Company's plan to achieve break-even in 2025. While this
decision is expected to reduce revenue recognition from the license
agreement with Sequans' Chinese strategic partner by $10 million in
2024, this should be offset by revenue from the new Monarch2
manufacturing license announced today.

                 Advances in Strategic Discussions

Sequans confirms that it continues to be in active discussions for
a long-term strategic transaction that would address its debt
maturities and significantly strengthen its balance sheet.

First Quarter 2024 Financial Summary:

Revenue: Revenue was $6.0 million, a increase of 26.3% compared to
the fourth quarter of 2023 and a decrease of 49.3% compared to the
first quarter of 2023. Product revenue was $2.5 million, a decrease
of 37.8% compared to the fourth quarter of 2023 and an increase of
5.5% compared to the first quarter of 2023. Service revenue was
$3.6 million reflecting the revenue recognition profile of Sequan's
agreement with its major 5G licensing partner.

Gross margin: Gross margin was 63.9% compared to 12.2% in the
fourth quarter of 2023 and compared to 78.5% in the first quarter
of 2023.

Operating loss: Operating loss was $8.5 million compared to
operating loss of $12.8 million in the fourth quarter of 2023 and
operating loss of $4.0 million in the first quarter of 2023.

Net loss: Net loss was $11.8 million, or ($0.19) per diluted ADS,
compared to a net loss of $17.3 million, or ($0.28) per diluted
ADS, in the fourth quarter of 2023 and a net loss of $5.0 million,
or ($0.10) per diluted ADS, in the first quarter of 2023. Net loss
in the first quarter of 2024 includes a loss of $36,000 on the
change in fair value of the convertible debt derivative compared to
a gain of $0.1 million in the fourth quarter of 2023 and a gain of
$2.3 million in the first quarter of 2023.

Non-IFRS loss and diluted loss per ADS: Excluding the non-cash
stock-based compensation, the non-cash impact of the fair-value,
the amendment and effective interest adjustments related to the
convertible debt with embedded derivatives and other financings,
non-IFRS net loss was $8.8 million, or ($0.14) per diluted ADS,
compared to non-IFRS net loss of $13.8 million, or ($0.23) per
diluted ADS in the fourth quarter of 2023, and a non-IFRS net loss
of $4.2 million, or ($0.09) per diluted ADS, in the first quarter
of 2023. The non-IFRS net loss includes a foreign exchange gain of
$0.3 million, or $0.0 per diluted ADS, in the first quarter of
2024, compared to a foreign exchange loss of $0.8 million, or
($0.01) per diluted ADS in the fourth quarter of 2023 and a foreign
exchange loss of $0.2 million, or ($0.00) per diluted ADS, in the
first quarter of 2023.

Cash: Cash and cash equivalents at March 31, 2024 totaled $0.5
million compared to $5.7 million at December 31, 2023. This amount
excludes the $5 million from issuance of an unsecured promissory
note in April 2024 and the $15 million upfront payment from the
licensing agreement just signed.

                   About Sequans Communications

Colombes, France-based Sequans Communications is a fabless
semiconductor company that designs, develops, and markets
integrated circuits and modules for 4G and 5G cellular IoT
devices.

As of December 31, 2023, the Company has $109.2 million in total
assets, $115.2 million in total liabilities, and $6.1 million in
total deficit.

Paris-La Defense, France-based Ernst & Young Audit, the Company's
auditor since 2008, issued a "going concern" qualification in its
report dated May 15, 2024, citing that the Company has suffered
recurring losses from operations, has a working capital deficiency,
and has stated that substantial doubt exists about the Company's
ability to continue as a going concern.



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

PLUSSERVER GMBH: EUR260 MM Bank Debt Trades at 52% Discount
-----------------------------------------------------------
Participations in a syndicated loan under which PlusServer GmbH is
a borrower were trading in the secondary market around 48.4
cents-on-the-dollar during the week ended Friday, June 21, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR260 million Term loan facility is scheduled to mature on
September 16, 2024.  The amount is fully drawn and outstanding.

Based in Germany, PlusServer GmbH is a multi-cloud data service
provider with a core market in the D-A-CH region. The Company's
country of domicile is Germany.




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

PENTA CLO 17: Fitch Assigns 'B-(EXP)sf' Rating on Class F Notes
---------------------------------------------------------------
Fitch Ratings has assigned Penta CLO 17 DAC 's notes expected
ratings.

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

   Entity/Debt         Rating           
   -----------         ------           
Penta CLO 17 DAC

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

TRANSACTION SUMMARY

Penta CLO 17 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 a portfolio with a target par of EUR425
million. The portfolio is actively managed by Partners Group (UK)
Management Ltd. The collateralised loan obligation (CLO) has about
4.5-year reinvestment period and a 7.5 year weighted average life
(WAL) test limit.

KEY RATING DRIVERS

Average Portfolio Credit Quality (Neutral): Fitch places the
average credit quality of obligors in the identifiedportfolio at
'B'/'B-'. The Fitch weighted average rating factor (WARF) of the
identified portfolio is 26.2.

High Recovery Expectations (Positive): At least 90% of the
portfolio is expected to 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 61.9%.

Diversified Asset Portfolio (Positive): The transaction will
include various concentration limits in the portfolio, including a
fixed-rate obligation limit at 7.5%, a top 10 obligor concentration
limit at 20%, and a maximum exposure to the three-largest
Fitch-defined industries in the portfolio at 40%. These covenants
ensure that the asset portfolio will not be exposed to excessive
concentration.

Portfolio Management (Neutral): The transaction will have an
approximately 4.5-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.

WAL Step-Up Feature (Neutral): The transaction can extend the WAL
by one year, to 7.5 years, from the step-up date, which will be one
year after closing at the earliest. The WAL extension will be
subject to conditions including satisfying the collateral-quality
tests, coverage tests and the adjusted collateral principal amount
being at least equal to the reinvestment target par.

Cash Flow Modelling (Neutral): The WAL used for the Fitch-stressed
portfolio was 12 months less than the WAL covenant to account for
structural and reinvestment conditions after the reinvestment
period, including passing the over-collateralisation and Fitch
'CCC' limitation tests, and a WAL covenant that progressively steps
down over time, both before and after the end of the reinvestment
period. In Fitch's opinion, these conditions reduce the effective
risk horizon of the portfolio during the stress period.

RATING SENSITIVITIES

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

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

Downgrades, which will be based on the identified portfolio, may
occur if the loss expectation is larger than initially assumed, due
to unexpectedly high levels of defaults and portfolio
deterioration. Due to the better metrics and shorter life of the
identified portfolio than the Fitch-stressed portfolio, the class B
and C notes display a rating cushion of one notch, the class D to F
notes of two notches, and the class X notes, class A notes and
class A loan do not display any rating cushion as they are already
at the highest achievable rating.

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

During the reinvestment period, upgrades, which are based on the
Fitch-stressed portfolio, 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
remaining life of the transaction.

After the end of the reinvestment period, upgrades, except for the
'AAAsf' notes, 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 Penta CLO 17 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.




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

EOS FINCO: EUR475MM Bank Debt Trades at 19% Discount
----------------------------------------------------
Participations in a syndicated loan under which EOS Finco Sarl is a
borrower were trading in the secondary market around 81
cents-on-the-dollar during the week ended Friday, June 21, 2024,
according to Bloomberg's Evaluated Pricing service data.

The EUR475 million Term loan facility is scheduled to mature on
October 8, 2029.  The amount is fully drawn and outstanding.

Eos Finco S.a.r.l is a France-based telecom provider. The Company's
country of domicile is Luxembourg.


QSRP INVEST: Fitch Assigns 'B' LongTerm IDR, Outlook Stable
-----------------------------------------------------------
Fitch Ratings has assigned QSRP Invest S.a r.l. (QSRP) a final
Long-Term Issuer Default Rating (IDR) of 'B' with a Stable Outlook
and a final senior secured debt rating of 'B+' with a Recovery
Rating of 'RR3'.

The assignment of final ratings follows its completed refinancing
with a new senior secured EUR525 million term loan (TLB) and an
EUR85 million revolving credit facility (RCF). The amount of new
financing is higher than Fitch originally assumed due to a EUR25
million add-on to the TLB, which Fitch views as neutral for
ratings. Otherwise final documentation conforms to information
previously received.

The 'B' rating reflects QSRP's high leverage, small business size
and modest diversification by brand and geography. Rating strengths
are QSRP's predominantly franchise business model and its focus on
the quick-service restaurant segment, which Fitch believes ensures
greater business stability than for peers in the restaurant
sector.

The Stable Outlook reflects its expectation of swift deleveraging
over 2024-2025, which will be driven by restaurant network
expansion and improvement in the profitability of its currently
under-performing Nordsee brand. Fitch also assumes QSRP will be
able to generate positive free cash flow (FCF) from 2025 once its
Nordsee restructuring is completed.

KEY RATING DRIVERS

Moderate Diversity, Small Scale: QSRP is a multi-brand restaurant
operator managing a moderately diversified portfolio of 1,081
franchised and company-operated restaurants under four brands:
O'Tacos (33% of units), Burger King (31%), Nordsee (29%) and Quick
(7%), three of which are owned or under a perpetual license. Its
restaurant network spans several western European countries, with
the largest presence in Belgium, Italy, France and Germany.
Nevertheless, Fitch views its scale as limited with an estimated
EBITDAR at EUR139 million in 2023, which is consistent with the 'B'
category in the sector.

Meaningful Execution Risks: The rating considers execution risks
related to the turnaround of its Nordsee seafood quick-service
restaurants. The majority of the business is represented by the
company-operated restaurants in Germany, which have been
underperforming other QSRP brands. The company has started the
restructuring of the business by closing unprofitable stores and
cutting costs. Fitch projects around half of EBITDA growth in 2024
to come from improved profitability of the Nordsee restaurants but
assume the business will remain less profitable than other QSRP
brands.

In addition, Fitch sees execution risks from the expansion of the
O'Tacos restaurant network in new markets outside of QSRP's current
presence, which account for more than half of O'Tacos' new openings
pipeline for 2024-2027. Unsuccessful international expansion or
smaller profitability improvements at Nordsee may slow deleveraging
and be negative for the rating.

Expansion Drives Revenue Growth: Its rating case assumes revenue
growth to be mostly driven by new restaurant openings, primarily
under the O-Tacos and Burger King brands. Fitch forecasts same
store sales to grow at low single digits, with limited downside
risks as the quick-service segment tends to outperform the overall
restaurant market.

EBITDA Margin Improvement: Apart from the restructuring of the
Nordsee business, Fitch does not assume any meaningful
profitability improvements at other brands. Nevertheless, EBITDA
margin growth in its rating case is supported by QSRP's growing
franchise business, which is structurally more profitable, and a
declining share of net general and administrative expenses as its
restaurant network expands. Fitch expects growing EBITDA to support
QSRP's increasing FCF generation over 2025-2027, which is an
important attribute for its 'B' rating.

High Leverage: Fitch estimates QSRP will have high EBITDAR
leverage, which is consistent with a lower rating in the restaurant
sector. However, its 'B' rating is premised on expected swift
deleveraging over 2024-2025, with EBITDAR leverage falling to 6.3x
in 2024 and well below 6x in 2025, ensuring comfortable rating
headroom. In addition to EBITDAR growth, deleveraging would be
driven by the repayment of EUR10 million government-guaranteed
loans received during the pandemic. Inability to deleverage to
below 6.0x from 2025 will put pressure on the rating.

Resilient Quick-Service Segment: QSRP operates under a quick-serve
restaurant model, which has proven resilient through economic
cycles in comparison with full-service restaurants, which are
reliant on more discretionary spending. A reputation for value and
consumers trading down from more expensive options limit downside
risks during economic slowdowns, while increased spending power
during strong economic activity will also lift trade in
quick-service restaurants.

Franchise Model Drives Stability: Around 70% of QSRP's restaurants
are operated under its franchising model, where the company
receives franchise fees and is not exposed to the restaurant cost
base. This results in higher and more resilient profitability and
favourably distinguishes QSRP from peers, such as Sizzling Platter,
LLC (B-/ Stable) and Wheel Bidco Limited (B-/ Stable), which
predominantly operate their own restaurants.

Exclusive Rights for Burger King: QSRP operates under a Burger King
master franchise agreement, which gives it exclusive brand rights
in Belgium and Italy. Fitch believes that the company is
well-positioned to execute on store openings required by the
agreement. The agreement, however, limits the expansion of the
competing Quick brand, which is the most profitable for QSRP. Fitch
assumes no new store openings under this brand in its rating case.

DERIVATION SUMMARY

QSRP is rated one notch above Sizzling Platter, LLC (B-/Stable),
Wheel Bidco Limited (Pizza Express, B-/Stable), and two notches
above GPS Hospitality Holding Company LLC (GPS, CCC+). QSRP's
higher rating is supported by its larger scale, diversification of
brands, and stronger EBITDA margin. As QSRP operates in multiple
markets in Europe and is expanding internationally, it is more
geographically diversified than Pizza Express, Sizzling Platter and
GPS, who mainly focus on one or two markets. Fitch also expects
QSRP to deleverage faster than peers and therefore its rating
incorporates a projected stronger financial profile in 2024-2025.

KEY ASSUMPTIONS

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

- Same-store sales growth at 3.5% a year over 2024-2027

- New store openings contributing 5%-9% to system-wide sales growth
each year

- EBITDA margin improving to above 18% in 2027 (2023: 15.3%)

- Nordsee restructuring costs of EUR4 million in 2024

- Capex of EUR40 million-EUR50 million a year to 2027

- Convertible notes issued by QSRP Platform Holding SCA and on-lent
to the restricted group as intercompany loan treated as equity

- No dividends

No M&A to 2027

RECOVERY ANALYSIS

The recovery analysis assumes QSRP would be considered a going
concern (GC) in bankruptcy and that it would be reorganised rather
than liquidated. Fitch has assumed a 10% administrated claim.

In its bespoke recovery analysis, Fitch estimates GC EBITDA
available to creditors of around EUR70 million. The GC EBITDA
reflects Fitch's view of a sustainable, post-reorganisation EBITDA,
which would allow QSRP to retain a viable business model.

An enterprise value (EV)/EBITDA multiple of 5.0x is used to
calculate a post-reorganisation valuation. This is in line with the
multiple used for Wheel Bidco.

The EUR10 million government-guaranteed debt raised during the
pandemic, QSRP's new senior secured RCF of EUR85 million and TLB of
EUR525 million rank equally with one another. In accordance with
Fitch's criteria, Fitch assumes RCF to be fully drawn on default.
Fitch also treats its EUR111 million convertible bonds, which are
outside the restricted group and on-lent in the form of an
intercompany loan, as equity. Therefore, convertible bonds do not
affect recovery prospects for senior secured lenders.

The waterfall analysis generated a ranked recovery for its senior
secured debt in the 'RR3' band indicating a 'B+' rating, one notch
above the IDR. The waterfall analysis generated a recovery output
percentage of 51%, based on current metrics and assumptions.

RATING SENSITIVITIES

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

- Successful execution of growth strategy and improving restaurant
profitability, leading to consistent EBITDA growth

- EBITDAR leverage below 5.0x on a sustained basis

- EBITDAR fixed charge coverage above 2.0x on a sustained basis

- Positive mid-single digit FCF margins on a sustained basis

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

- Inability to turn around Nordsee performance or
slower-than-expected expansion of its restaurant network

- EBITDAR margin below 16% on a sustained basis

- No visibility of EBITDAR leverage falling below 6.0x on a
sustained basis

- EBITDAR fixed charge coverage below 1.5x on a sustained basis

- Deteriorating FCF

LIQUIDITY AND DEBT STRUCTURE

Sufficient Liquidity Post-Refinancing: Fitch expects QSRP's
liquidity to be satisfactory for its rating post- refinancing. This
will be supported by an EUR85 million 6.5-year RCF and projected
positive FCF. Fitch estimates a post-refinancing cash balance at
around EUR80 million at end-2024, after restricting EUR30 million
as minimum liquidity requirement. Refinancing will also extend the
company's debt maturity profile as the TLB will come due only in
2031.

ISSUER PROFILE

QSRP is a fast-food restaurant platform that operates a diversified
portfolio of brands.

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

ESG CONSIDERATIONS

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

   Entity/Debt               Rating         Recovery   Prior
   -----------               ------         --------   -----
QSRP Finco BV

   senior secured      LT     B+ New Rating   RR3      B+(EXP)

QSRP Invest S.a r.l.   LT IDR B  New Rating            B(EXP)




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

E-MAC PROGRAM 2007-III: Fitch Affirms ‘CCCsf' Rating on Cl. E Notes
---------------------------------------------------------------------
Fitch Ratings has upgraded four tranches of E-MAC Program B.V. -
Compartment NL 2007-I and affirmed the others. Fitch has also
affirmed E-MAC 2004-II, 2005-I and 2007-III.

   Entity/Debt                 Rating           Prior
   -----------                 ------           -----
E-MAC NL 2005-I B.V.

   Class A XS0216513118    LT A+sf   Affirmed   A+sf
   Class B XS0216513548    LT A+sf   Affirmed   A+sf
   Class C XS0216513977    LT A+sf   Affirmed   A+sf
   Class D XS0216514199    LT A+sf   Affirmed   A+sf

E-MAC Program B.V.
Compartment NL 2007-I

   Class A2 XS0292255758   LT A+sf   Upgrade    Asf
   Class B XS0292256301    LT A-sf   Upgrade    BBB+sf
   Class C XS0292258695    LT A-sf   Upgrade    BB+sf
   Class D XS0292260162    LT BBBsf  Upgrade    BB-sf
   Class E XS0292260675    LT CCCsf  Affirmed   CCCsf

E-MAC Program B.V. –
Compartment NL 2007-III

   Class A2 XS0307677640   LT A+sf   Affirmed   A+sf
   Class B XS0307682210    LT A-sf   Affirmed   A-sf
   Class C XS0307682723    LT BBB+sf Affirmed   BBB+sf
   Class D XS0307683291    LT BBB-sf Affirmed   BBB-sf
   Class E XS0307683531    LT CCCsf  Affirmed   CCCsf

E-MAC NL 2004-II B.V.

   Class A XS0207208165    LT A+sf   Affirmed   A+sf
   Class B XS0207209569    LT A+sf   Affirmed   A+sf
   Class C XS0207210906    LT A+sf   Affirmed   A+sf
   Class D XS0207211037    LT A+sf   Affirmed   A+sf
   Class E XS0207264077    LT CCCsf  Affirmed   CCCsf

TRANSACTION SUMMARY

E-MAC is a special-purpose company incorporated under the laws of
the Netherlands with limited liability and registered on the
Commercial Register of the Chamber of Commerce of Amsterdam. Its
shares are owned by Stichting E-MAC NL Holding, established under
the laws of the Netherlands as a foundation.

At closing, the issuer acquired portfolios of residential mortgages
from the seller that forms the collateral for the notes. The
portfolio consists of first-ranking or first- and sequentially
lower-ranking fixed- and variable-rate mortgages secured over
residential properties located in the Netherlands.

KEY RATING DRIVERS

Higher Post-Swap Income: Fitch upgraded some of E-MAC 2007-III's
notes in December 2023 due to the upward adjustment of post-swap
income resulting in higher available funds. Fitch determined the
upward adjustment after being provided with swap payment
information enabling the exclusion of subordinated payments from
the total swap payments. At this review, due to the same upward
adjustment of post swap income, available funds for E-MAC 2007-I
have increased, driving the upgrades.

No Replacement Language Caps Rating: Fitch has capped the 2004-II
and 2005-I notes' ratings due to the lack of replacement language
for the collection account bank. As commingling losses in
combination with pro rata payments could lead to losses for all
notes, Fitch has capped the notes' rating at the deposit rating of
ABN Amro Bank N.V. Counterparty risks are reduced for the other two
transactions under Fitch's Structured Finance and Covered Bonds
Counterparty Rating Criteria.

Stable Transaction Performance: The transactions' performance has
largely been stable since the last review, without any significant
deterioration due to inflationary pressure and macroeconomic
deterioration. Fitch expects performance to be supported by falling
inflation, low unemployment and rising wages. Fitch also expects
home prices to increase moderately in 2024 and 2025, having
bottomed out in 1H23 after peaking in July 2022.

Non-Standard Structural Features: The transactions do not have
conditions that would result in an irreversible switch to
sequential note amortisation, which Fitch deems a non-standard
structural feature. Where appropriate, Fitch has assigned ratings
that are different from those derived from its cash flow model.
This reflects that the ratings could be lower if performance is
better than assumed in the respective rating scenarios and thereby
principal payments continue to be pro-rata. Fitch also considered
cash-flow models with solely sequential amortisation to reflect
worse-than-expected performance and prolonged periods of high
arrears.

Pro-rata Amortisation Limits CE: As of the April 2024 payment date,
all deals were amortising pro rata. All transactions have had
periods of sequential amortisation, but once reverted to pro rata,
the credit enhancement (CE) build-up through overcollateralisation
for the senior notes reduced in line with the amortisation
mechanism in the documentation. Fitch has factored this feature
into the rating analysis to the extent that the relevant pro-rata
triggers are captured by its modelling.

Excess Spread Notes Rated 'CCCsf': All outstanding excess spread
notes are rated 'CCCsf'. Redemption of these notes ranks below the
subordinated swap payments and extension margins in the revenue
waterfall, therefore Fitch considers repayment of these notes is
unlikely. However, the transactions' structures temporarily require
a higher reserve fund target as long as the three-month arrears are
above a certain threshold.

The release of the excess reserve fund amount, once arrears fall
below the threshold, will be used to repay the excess spread notes.
Given the variability of the reserve fund amounts, the credit risk
of these notes is commensurate with a 'CCCsf' rating.

Interest-Only Concentration: The plain interest-only (IO)
concentrations in these transactions, disregarding combined
contracts such as those combined with life insurance, range between
71% (2005-I) and 86% (2004-II) of the outstanding portfolio, which
is high compared with other Fitch-rated Dutch RMBS. Under Fitch's
criteria, it assumes a 50% weighted average foreclosure frequency
(WAFF) for the peak concentration at 'AAA' (lower WAFF assumptions
are applied at lower rating stresses), and the 'B' WAFF to the
remainder of the pool.

For 2004-II and 2007-III, the application of the IO concentration
WAFF resulted in model-implied ratings more than three notches
below the rating derived by applying a WAFF produced by the
standard criteria assumptions. Therefore, Fitch considered the IO
WAFF in its rating analysis for this transaction.

RATING SENSITIVITIES

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

Adverse macroeconomic factors may affect asset performance. An
increase in foreclosures and losses beyond Fitch's stresses may
erode CE, leading to negative rating action.

A downgrade of the collection account bank could result in a
downgrade of 2004-II's and 2005-I's notes.

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

Due to the lack of a hard switch-back to sequential amortisation, a
slight and persistent increase in delinquencies and losses could be
beneficial for the senior notes, as this could switch the
transactions to sequential amortisation and lead to an increase in
their CE if amortisation remains sequential until the notes are
repaid.

An upgrade of the collection account bank could result in an
upgrade of 2004-II's and 2005-I's notes.

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

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

DATA ADEQUACY

E-MAC NL 2004-II B.V., E-MAC NL 2005-I B.V., E-MAC Program B.V. -
Compartment NL 2007-III, E-MAC Program B.V. Compartment NL 2007-I

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

Fitch did not undertake a review of the information provided about
the underlying asset pools ahead of the transactions' initial
closing. The subsequent performance of the transactions over the
years is consistent with the agency's expectations given the
operating environment and Fitch is therefore satisfied that the
asset pool information relied upon for its initial rating analysis
was adequately reliable.

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

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

CODERE LUXEMBOURG 2: Moody's Lowers CFR to C, Outlook Stable
------------------------------------------------------------
Moody's Ratings has downgraded Codere Luxembourg 2 S.a.r.l.'s
("Codere" or "the company" or "the group") long-term corporate
family rating to C from Ca and its probability of default rating to
C-PD/LD from Ca-PD/LD. Concurrently, Moody's has downgraded the
instrument ratings on the backed super senior secured notes due
2026 ("super senior notes") issued by Codere Finance 2 (Luxembourg)
S.A.'s ("Codere Finance 2") to C from Ca and downgraded the backed
interim super senior secured notes due 2024 issued by Codere
Finance 2 ("interim notes") to Caa1 from B3. Moody's has also
affirmed the C instrument rating on the EUR/$ backed senior secured
notes due 2027 ("senior notes") issued by Codere Finance 2 and
affirmed the C instrument rating on the backed subordinated PIK
notes due 2027 ("subordinated PIK notes") issued by Codere New
Holdco S.A. The outlooks on Codere, Codere Finance 2 and Codere New
Holdco S.A. remain stable.

On June 13, 2024, Codere announced [1] it has reached an agreement
on the terms of a new proposed restructuring transaction backed by
a significant majority of bondholders and shareholders. The
proposed restructuring transaction involves (i) the extension of
the maturity of the EUR50 million interim notes to June 2025 from
September 2024, (ii) the issuance of an additional EUR20 million
bridge notes under the same terms and ranking as the interim notes
and maturing in June 2025, (iii) the issuance of EUR128 million
first priority notes at completion of the restructuring
transaction, maturing in December 2028, to be used to refinance the
interim notes and the bridge notes and for liquidity purposes, (iv)
a debt-to-equity swap on the full amount of super senior notes, (v)
the write-down and cancellation of the full amounts of the senior
notes and subordinated PIK notes. Codere is targeting completion of
the restructuring transaction by the end of Q3 2024.

Moody's will likely consider the proposed restructuring transaction
as a distressed exchange, which is an event of default under
Moody's definition, given the transaction involves a debt-to-equity
swap and debt write-downs and allows the company to avoid a
default.

RATINGS RATIONALE

The downgrade of Codere's CFR to C from Ca reflects the very low
recovery expectations for debtholders, given the terms of the
company's new proposed restructuring transaction and signing of the
related lock-up agreement.

Codere's new proposed restructuring transaction will result in a
reduction of the group's total financial debt of around 90% given
the write-downs and cancellations of the senior notes and
subordinated PIK notes and the debt-to-equity swap on the full
amount of super senior notes.

The new restructuring transaction agreed between the company and
its largest bondholders and shareholders follows significant delays
in attempting to implement a restructuring transaction that the
group had originally announced in March 2023. This transaction was
not completed and the related lock-up agreement ultimately
terminated. The delays were due to temporary closures of gaming
halls by public authorities in Mexico and Argentina in the course
of 2023 due to alleged non-compliance with certain regulations.

Moody's expects the company's earnings to gradually recover in the
next one to three years supported by financial performance
improvements in Argentina and Mexico as well as EBITDA contribution
from the group's online activities turning positive. There are,
however, significant uncertainties and downside risks to the
recovery forecasts because of the uncertain recovery path in Mexico
and the difficult macroeconomic situation in Argentina.

LIQUIDITY

Codere's liquidity is weak given Moody's expectation that the
company will continue generating sizeably negative free cash flow
in the next 12-18 months. Codere's cash balance was EUR107 million
as of December 2023 (unaudited figure), of which around EUR66
million corresponds to retail activities.

Codere's liquidity covenant has been waived while the lock-up
agreement is in place and will be reinstated upon completion of the
transaction. This liquidity covenant, tested quarterly, requires
that Codere maintains EUR40 million of cash in its retail
operations (excluding the cash in the online division that is
restricted).

As part of the proposed new restructuring transaction, Codere will
receive EUR20 million of additional liquidity via the issuance of
the new bridge notes, as well as an additional amount of around
EUR40 million at completion of the restructuring transaction
following of the issuance of the EUR128 million first priority
notes. However, because Moody's expects negative free cash flow,
there is a risk of liquidity shortfall and covenant breach in the
course of 2025 depending on the group's pace of recovery in EBITDA
and the timing of the payment of the Italian licenses renewal cost.
Moody's also notes there are some risks of potential additional
liquidity needs associated with the tax claim from the Mexican tax
authority.

ESG CONSIDERATIONS

Moody's considers the company's governance to be a key driver for
rating action. Codere's governance score of G-5 is linked to the
company's financial policy and the weak management track record
given its regular liquidity issues leading to serial defaults, as
well as compliance and reporting issues associated with the recent
change in auditor and the delay in reporting its annual audited
accounts for 2023.

STRUCTURAL CONSIDERATIONS

Codere's interim notes are rated Caa1 which reflects the higher
expected recovery, based on the expectation that those notes will
be refinanced in full from the proceeds of the EUR128 million first
priority notes at completion of the restructuring transaction, in
line with the terms of the proposed transaction.

The super senior notes, senior notes and subordinated PIK notes are
rated in line with the CFR, which reflects the very low expected
recovery implied by the terms of the proposed restructuring
transaction.

RATIONALE FOR STABLE OUTLOOK

The stable rating outlook reflects the terms of Codere's proposed
restructuring transaction and the implied overall recovery of the
company's debt below 35%, which is commensurate with a C rating.

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

Upward rating pressure is unlikely until completion of Codere's
restructuring transaction given the terms of the proposed
restructuring transaction and implied overall recovery of the
company's debt is commensurate with a C CFR. Codere's CFR will be
reassessed after the completion of Codere's restructuring
transaction in light of the group's post-transaction capital
structure.

Codere's CFR cannot be downgraded further given the current C
rating is the lowest rating category.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Gaming
published in June 2021.

COMPANY PROFILE

Founded in 1980 and headquartered in Madrid, Spain, Codere
Luxembourg 2 S.a.r.l. (Codere) is an international gaming operator.
The company is present in seven countries where it has
market-leading positions: Spain and Italy in Europe; and Mexico,
Argentina, Uruguay, Panama and Colombia in Latin America. In 2023,
the company reported preliminary non-audited consolidated revenues
of around EUR1.4 billion and preliminary non-audited consolidated
company-adjusted EBITDA of EUR205.7 million.

As part of Codere's 2021 restructuring, most of the company's
bondholders received 95% of the equity of the group, via a
debt-for-equity swap. Also, after this 2021 restructuring, the
entity Codere S.A. ceased to be the top holding company of the
group and was delisted. The top holding entity of Codere's super
senior notes, senior notes and interim notes restricted group is
Codere Luxembourg 2 S.a.r.l.




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

ARDONAGH GROUP: Fitch Assigns 'B(EXP)' Rating to Sr. Secured Debts
------------------------------------------------------------------
Fitch Ratings has assigned Ardonagh Group FinCo Pty's and Ardonagh
FinCo B.V.'s proposed USD1.1 billion and EUR400 million term loans
B (TLB), respectively, expected instrument ratings of 'B(EXP)' with
a Recovery Rating of 'RR3'.

The TLBs are rated one notch above Ardonagh Midco 2 plc's
(B-/Positive) Long-Term Issuer Default Rating (IDR) to reflect
their senior secured status in its capital structure, ranking pari
passu with other senior secured debt raised within the group, and
above-average recovery prospects. The group intends to use the TLB
proceeds to fund its announced acquisition of PSC Insurance Group,
should it receive the necessary approvals, and to finance other
committed M&A. The remainder will be retained as cash on the
balance sheet, after transaction costs.

The ratings reflect Ardonagh's organic deleveraging capacity,
supported by strengthening free cash flow (FCF) generation, a
diversified revenue base and its expectation that EBITDA will
continue to improve. The constraining factor for an upgrade of the
IDR would be the company's failure to meet Fitch's credit ratios
consistent with a higher rating, including Fitch-defined EBITDA
leverage falling below 7.5x and EBITDA interest coverage moving
above 2.0x on a sustained basis.

Fitch expects the debt issue to be leverage neutral, as proceeds
from a retail unit sale will be used to partially repay existing
senior facilities. The assignment of the final ratings is
contingent on the receipt of information conforming to the
documentation already reviewed.

KEY RATING DRIVERS

New Term Loans Neutral to Rating: Fitch expects the proposed TLBs
to be broadly leverage neutral, given the shareholders' commitment
to fund half of the proposed PSC acquisition and its expectations
of improved margins should the acquisition go through. Fitch bases
its assumption on its forecast that Fitch-defined EBITDA leverage
will fall below 7.5x in 2025, from around 10.0x in 2023 (excluding
pro-forma for recent acquisitions).

Fitch expects the company to use equity proceeds and available cash
to fund further bolt-on acquisitions, which should support organic
deleveraging, driving Ardonagh's financial structure to be more in
line with a 'B' rating.

Improving Interest Coverage: Interest is payable on Ardonagh's new
term loans on a floating-rate basis, while part of total interest
is fixed based on the recent refinancing conducted in March 2024.
Fitch projects lower interest rates to gradually improve the
company's interest cover metrics, although Fitch-defined interest
coverage remains below its positive rating sensitivity of above 2x
until 2026. This suggests limited scope for further debt-funded M&A
consistent with a higher rating.

Acquisitions Support Profitability: Fitch expects the Fitch-defined
EBITDA margin to reach 33.2% in 2025, from 28.7% in 2022, if the
PSC acquisition receives the necessary approvals and the company
completes its other committed M&A. This is supported by a solid
record of extracting deal-related synergies; Ardonagh has completed
over 150 acquisitions since 2017, with a total enterprise value of
GBP3.2 billion, in the fragmented insurance broking market. There
is a strong industrial logic for bolt-on M&A, as they are EBITDA
accretive.

Diversified Portfolio: Ardonagh's acquisitions over the last five
years have boosted its EBITDA scale and diversified its revenue
base. Pricing intervention in 2022 by the UK's Financial Conduct
Authority created tougher market conditions for policy renewals,
which saw the retail business underperform its expectations during
the year. However, Ardonagh disposed of its retail assets,
decreasing its exposure to a business unit that has shown weaker
organic growth relative to the rest of the group.

Organic EBITDA Growth: Fitch expects Ardonagh's M&A, new team hires
and cost-saving programmes to improve organic EBITDA growth in
2024. It has completed two transformational deals in the last year
in MDS Group and Envest. Businesses like these allow Ardonagh to
expand in new markets, realise synergies and create opportunities
for small bolt-on acquisitions. Ardonagh has identified several
cost-saving areas in its existing business, such as IT
transformation, which should also deliver EBITDA growth in 2024,
while new speciality team hires should boost organic growth over
the next two years.

Execution Risk in M&A: Ardonagh's M&A integration and cost-saving
programmes may take longer than Fitch expects, as they could demand
higher business-transformation spending and investment. Ardonagh
has demonstrated a strong record of integrating new businesses over
the last five years and has achieved sound EBITDA growth from
acquisitions and cost-saving measures. However, acquisitions of
larger businesses, such as Envest and MDS Group, carry higher
integration risk.

DERIVATION SUMMARY

Ardonagh has greater scale and a more diverse product offering than
independent European brokers, like DIOT - SIACI TopCo SAS
(B/Stable), but it does not benefit from as much exposure to the US
market as NFP Corp (WD, previously rated B/Rating Watch Positive).
NFP's rating was withdrawn following its acquisition by Aon plc
(BBB+/Negative) on 25 April 2024.

Ardonagh's expertise in niche, high-margin products and leading
position among UK insurance brokers underpin its sustainable
business model, but higher financial risk from elevated leverage,
low interest coverage metrics and the execution risk of integrating
acquisitions constrain its IDR close to that of sector peers.

KEY ASSUMPTIONS

- Organic annual revenue growth of 6%-8% through to 2027 after the
disposal of the retail business.

- Fitch-defined EBITDA margin to reach 33.7% by 2027, including the
impact of the PSC acquisition should it go through.

- Capex at 1%-2% of revenue a year during 2024-2027.

- Proceeds from retail sale to be used for partial term facilities
repayment.

- PSC acquisition financed 50%/50% by new equity/debt, as guided by
the company; bolt-on M&A funded through a mixture of debt.

- No dividend or shareholder remuneration between 2024 and 2027.

RECOVERY ANALYSIS

Fitch uses a going-concern approach for Ardonagh in its recovery
analysis, assuming that it would be restructured as a going concern
in the event of a bankruptcy rather than liquidated. Its analysis
assumes a post-restructuring going concern EBITDA of GBP485 million
under the current consolidation perimeter and including the
proposed PSC acquisition and committed acquisitions in 2024.

Fitch uses an enterprise value multiple of 5.5x to calculate a
post-restructuring valuation and assume a 10% administrative
claim.

Based on current metrics and assumptions, the waterfall analysis
generates a ranked recovery of 52% in the 'RR3' band, indicating a
'B' rating for the planned senior secured instruments, one notch
above Ardonagh's IDR, albeit with limited headroom under the 'RR3'
category (51%-70%).

RATING SENSITIVITIES

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

- Unchanged operating and regulatory conditions with sustained
EBITDA margin stability. Positive FCF generation and a financial
policy demonstrating a commitment to reducing Fitch-defined EBITDA
leverage to below 7.5x, which could be facilitated by the use of
disposal proceeds to reduce gross debt.

- Successful execution of cost-saving programmes and realisation of
deal-related synergies.

- EBITDA interest coverage at above 2x on a sustained basis.

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

- Fitch would revise the Outlook to Stable upon further debt-funded
acquisitions or failure to improve EBITDA, keeping Fitch-defined
EBITDA leverage at above 7.5x. The Outlook would also be revised to
Stable should EBITDA interest coverage remain below 2x for a
sustained period or upon neutral to moderately negative FCF.

- A downgrade could stem from consistently negative FCF and
sustained use of revolving credit facilities or other facilities to
support liquidity.

- Increasing competitive pressure or operational challenges that
result in lower EBITDA margins and lead to Fitch-defined EBITDA
leverage of above 9.0x for a sustained basis.

- EBITDA interest coverage of below 1.5x for a sustained period.

LIQUIDITY AND DEBT STRUCTURE

Adequate Liquidity: Ardonagh had over GBP53 million of available
cash at end-2023 and slightly negative FCF in 2023. Fitch expects
FCF to remain negative in 2024, but to turn positive from 2025.
Ardonagh's liquidity is further supported by access to an undrawn
super senior secured revolving credit facility of GBP300 million
maturing in 2029.

ISSUER PROFILE

Ardonagh is one of the largest diversified independent insurance
intermediaries in the UK and one the largest 20 insurance brokers
globally. Its strategy is to operate across global property and
casualty insurance and specialty broking markets.

DATE OF RELEVANT COMMITTEE

11 March 2024

MACROECONOMIC ASSUMPTIONS AND SECTOR FORECASTS

Fitch's latest quarterly Global Corporates Macro and Sector
Forecasts data file which aggregates key data points used in its
credit analysis. Fitch's macroeconomic forecasts, commodity price
assumptions, default rate forecasts, sector key performance
indicators and sector-level forecasts are among the data items
included.

ESG CONSIDERATIONS

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

   Entity/Debt           Rating                 Recovery   
   -----------           ------                 --------   
Ardonagh FinCo B.V.

   senior secured     LT B(EXP) Expected Rating   RR3

Ardonagh Group
FinCo Pty Limited

   senior secured     LT B(EXP) Expected Rating   RR3

BULB: Octopus Energy to Repay GBP3 Billion of State Support
-----------------------------------------------------------
Gill Plimmer and Rachel Millard at The Financial Times report that
Octopus Energy is set to hand the next UK government an early GBP3
billion windfall after the company pledged it would repay all the
state support it received to take over collapsed energy supplier
Bulb.

Octopus confirmed to the FT that it would reimburse the Treasury by
September, meaning that the government will recover almost all the
cost of temporarily nationalising Bulb in 2021.  The bailout was at
one time estimated to be the UK's most expensive since the
financial crisis, at as much as GBP6 billion, the FT notes.
Falling energy prices have slashed the final bill, the FT states.

"The deal the government agreed with Octopus was fair for everyone
and struck good value for taxpayers," said Octopus, which became
the largest electricity supplier in the UK, with 6.9mn customers,
as a result of its state-backed takeover of Bulb.  "We have already
started to repay the government and it should all be complete by
September," it added.

Octopus's pledge is a fillip not only to the incoming government
but also to the UK's special administration regime (SAR) process,
of which Bulb was considered a test case.

Bulb, one of the UK's biggest energy suppliers, collapsed when
energy prices soared ahead of Russia's full-scale invasion of
Ukraine, the FT recounts.  The company was placed into the SAR in
November 2021 to prevent its 1.5mn customers having their power cut
off before Christmas, the FT notes.

Nearly a year later, the government agreed to sell Bulb to Octopus
in a deal that involved a package of temporary taxpayer-funded
measures to buy the energy for Bulb's customers, and was challenged
by rivals in the High Court, the FT relays.  That deal was due to
end this year or be extended until 2025, the FT discloses.

According to the FT, the Office for Budget Responsibility estimated
the cost of the SAR to be GBP6.5 billion in November 2022 but
plummeting energy prices since then have slashed the estimate to
GBP3.02 billion, as forecast by Bulb's administrators Teneo 18
months ago.

Even if Octopus repays GBP3 billion, there is an outstanding GBP6.1
million of other costs related to the SAR, down from GBP19.6
million forecast in February, the FT relays, citing a letter to the
Public Accounts parliamentary committee seen by the FT.

The figure "represents an approximately 99 per cent plus recovery
of amounts owed to HMG", read the May 9 letter to the PAC, from
Jeremy Pocklington, the permanent secretary for energy security and
net zero.  "It is envisaged these payments will now be completed by
end of September 2024," it added.


DEADHAPPY: Set to Go Into Administration
----------------------------------------
Sam Metcalf at TheBusinessDesk.com reports that DeadHappy, the
controversial insurance brokerage firm, is set to slip into
administration.

The Leicester firm, which was known for provocative adverts, has
filed for administration through law firm Gunnercooke,
TheBusinessDesk.com relates.

DeadHappy shut its doors to new customers in March after its
insurance partners lost patience with its edgy advertising
campaigns, TheBusinessDesk.com discloses.

The firm, which said it offered "life insurance without the
bullshit" had been branded "beyond despicable" for using a photo of
serial killer Harold Shipman in its advertising,
TheBusinessDesk.com notes.


EVEREST: Owed More Than GBP30MM at Time of Administration
---------------------------------------------------------
Jon Robinson at City A.M. reports that double glazing giant Everest
owed more than GBP30 million when it crashed into administration
earlier this year, it has been revealed.

Newly-filed documents with Companies House show the dire state of
the company's finances as it failed in April, City A.M. relates.

At the time, the move into administration put 350 jobs at Everest
at risk of redundancy, City A.M. notes.

The business had been acquired by British venture capitalist Jon
Moulton's investment firm Better Capital over a decade ago after it
required a restructuring, City A.M. recounts.

The collapse into administration also came four years after Moulton
conducted a rescue deal for the loss making business during the
pandemic, after social distancing measures prevented its workforce
from visiting customers in their homes, City A.M. relays.

The pre-pack administration, which took place in June 2020, saved
hundreds of jobs and helped the business complete existing customer
orders, City A.M. states.

The latest administration process has been overseen by Chris
Farrington, Lee Manning and Cameron Gunn of Resolve Advisory, City
A.M. discloses.

According to the professional services firm's latest filing with
Companies House, Everest owed its majority shareholder, BECAP 12,
almost GBP8.8 million when it entered administration, City A.M.
relates.

Resolve said the company is likely to receive between 12% and 15%
of what it is owed, City A.M. notes.

HMRC, City A.M. says, is also owed nearly GBP4.8 million and is
expected to receive between four and eight per cent of what it is
due.

Unsecured creditors, who are not expected to receive anything, were
owed more than GBP15.8 million, according to City A.M.


EVERTON FC: Gives AS Roma Owner Exclusivity Period to Buy Stake
---------------------------------------------------------------
Tuhin Kar at Bloomberg News reports that the Everton Football Club
has given AS Roma owner Dan Friedkin a period of exclusivity to
acquire a majority shareholding in the Premier League football
club.

"All parties will now work together to conclude the process,"
Bloomberg quotes Everton as saying in a statement.

The club has been in play since the end of May, after owner Farhad
Moshiri's earlier exclusive talks with Miami-based investor 777
Partners collapsed, opening the door to other bidders, Bloomberg
notes.

Mr. Friedkin is chief executive officer of The Friedkin Group,
which owns Serie A club Roma and AS Cannes in France.  Any deal
would be subject to further due diligence and the talks could still
fall apart, Bloomberg states.

Friedkin Group is one of the world's largest independent Toyota
distributors and owns a collection of award-winning luxury resorts,
according to its website.

As reported by the Troubled Company Reporter-Europe on
June 18, 2024, the FT said that the lossmaking, indebted club has
struggled since its finances were dealt a blow by the coronavirus
pandemic, which meant matches had to take place in empty stadiums.
Another blow came when Russia invaded Ukraine, forcing Everton to
cut ties to sponsors connected to oligarch Alisher Usmanov,
Moshiri's former business partner, who was placed under sanctions,
the FT disclosed.  Meanwhile, Everton has had to finance the
construction of a waterfront stadium that is designed to increase
its match day takings in comparison with its current home ground,
Goodison Park, the FT noted.  Everton's net debt increased to
roughly GBP330 million at the end of June 2023 from GBP141 million
a year earlier, the FT said. Those figures do not include the debt
associated with A-Cap and 777, according to the FT.


FOUR SEASONS: Taps CBRE to Oversee Auction After Assets Sales
-------------------------------------------------------------
Sky News reports that a care home operator which once ranked among
the largest in Britain is being put up for sale in a move expected
to fetch about GBP300 million.

Sky News has learnt Four Seasons Health Care Group has appointed
CBRE, the property agent, to oversee an auction in the coming
months.

According to Sky News, the process will be launched after a
protracted period in which Four Seasons was reshaped and
slimmed-down through a string of asset sales.

While far smaller than it was before the pandemic, the company
still employs more than 4,000 people and operates more than 45
freehold care homes, Sky News notes.

It looks after thousands of residents, and trades under both the
Four Seasons and Brighterkind names.

Four Seasons is now run by Joe O'Connor, a restructuring
professional and experienced care sector turnaround expert who was
appointed as its chief executive in 2022, Sky News discloses.

Recently published quarterly results demonstrated the turnaround in
its performance under Mr. O'Connor.

According to Sky News, healthcare analysts said that based on its
current financial performance the business was expected to be worth
around GBP300 million.

The business is expected to draw interest from a range of financial
and industry bidders, property industry sources said on Thursday,
June 20, Sky News discloses.

One financier said a recovery in healthcare asset valuations meant
it was a logical time to run a formal sale process for the care
home operator, Sky News notes.

Four Seasons' parent company, Elli Finance, fell into
administration in 2019, with Alvarez & Marsal appointed to oversee
the insolvency, Sky News recounts.

It had been owned by Terra Firma Capital Partners, the private
equity vehicle founded by financier Guy Hands, since 2012.

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


GFG ALLIANCE: Pays US$24MM Legal Fees for Biggest Creditors
-----------------------------------------------------------
Robert Smith, Owen Walker and Simon Foy at The Financial Times
report that Sanjeev Gupta's GFG Alliance has bankrolled millions of
pounds in legal fees for its biggest creditors Greensill and Credit
Suisse, underscoring the complex relationship between the steel
magnate and lenders that are still owed billions.

The 2021 collapse of Greensill, which had lent GFG about US$5
billion, was a major factor in the demise of Credit Suisse, the FT
notes.  The Swiss bank had invested about US$10 billion in funds
linked to Greensill on behalf of wealthy clients, the FT
discloses.

When the main UK entity Greensill Capital filed for administration,
its lawyers partly blamed the collapse on the fact that GFG -- a
collection of steel plants and industrial businesses owned by
Gupta's family -- had at that time "started to default" on its
debts, the FT relates.

Reports from administrator Grant Thornton show that GFG has in
recent years covered more than US$24 million of legal fees and
other costs for Greensill Capital, its affiliated German company
Greensill Bank and Credit Suisse, the FT discloses.

GFG, which has been subject to a UK Serious Fraud Office probe
since Greensill's collapse, is paying the fees as part of a debt
restructuring agreement with creditors in November 2022, the FT
states. Under this deal, GFG's creditors stopped trying to place
some of its businesses into insolvency, in return for Gupta's
companies agreeing to pay off some of its debts, the FT notes.

Several insolvency specialists said the GFG funding of creditors'
legal costs was "unusual", with one telling the FT he could not
recall a similar agreement in other UK administration processes.

GFG told the FT that "it is market standard in restructuring
negotiations to pay the creditors' legal fees".

Grant Thornton was previously under scrutiny for its ties to GFG
when it took on the Greensill administration, having received
millions of pounds from the metals group for advisory work in the
years before Greensill's collapse, the FT discloses.

The administration has been lucrative for the firm, which recently
disclosed that it expected to earn GBP46 million in fees from the
process, the FT notes.

The funding arrangement also casts light on the approach Greensill
and Credit Suisse have taken to try to recover money from Mr.
Gupta's companies, the FT states.

The creditors have held back from trying to enforce on Gupta's
assets, even though Credit Suisse told investors last year that a
"proposed payment date" under the restructuring agreement had
"passed without payment", the FT relays.

GFG, as cited by the FT, said it was "working towards final
execution" of a new agreement with creditors that was signed in
March, adding that it had "not missed any contractual payments to
Greensill creditors".

Greensill Bank, which is under a separate administration process
overseen by lawyers from CMS, has the biggest debt exposure to GFG
of the three creditors, the FT states.

While Greensill Capital's founder Lex Greensill once described the
bank as a "warehouse" that took on debt temporarily before it was
packaged up and sold to other investors, the bank had more than
EUR2.8 billion of exposure to GFG when it collapsed, the FT notes.

Greensill Capital also took hundreds of millions of pounds of GFG
debt on to its own balance sheet, even though this part of the
group was supposed to act only as an intermediary between borrowers
and lenders, the FT discloses.  The amount GFG owes to Greensill
Capital was US$587 million in March, according to the FT.

As a result of investments in Greensill, funds at Credit Suisse's
asset management division ultimately had US$1.3 billion of exposure
to GFG, the FT states.  According to an April update to investors,
more than US$900 million of this debt has not been repaid, the FT
notes.


RIVUS FLEET: Financial Difficulties Prompt Administration
---------------------------------------------------------
Gareth Roberts at FleetNews reports that financial difficulties
have forced Rivus Fleet Solutions into administration with
directors failing to find a viable alternative for the business.

Administrators Tim Higgins, Jane Steer and Zelf Hussain from
PricewaterhouseCoopers (PwC) were appointed on June 21, FleetNews
relates.

Rivus Fleet Solutions provided service, maintenance and repair
(SMR) for National Grid, the Metropolitan Police Service (MPS) and
National Highways amongst others.

Following the appointment of administrators, the majority of Rivus
Fleet Solutions' assets were sold to the Met, safeguarding 165 jobs
and allowing the continuation of the delivery of crucial fleet
services to the police force, FleetNews discloses.  Some 55 members
of staff were immediately made redundant, FleetNews notes.

Rivus was managing the fleet maintenance and repair of 3,700
emergency response, support and general-purpose vehicles as part of
its contract with the Met.

Mr. Higgins, as cited by FleetNews, said: "We are pleased to have
successfully secured a transaction which safeguards 165 jobs,
despite Rivus having suffered the loss of a material customer at
the end of last year.

"We will now focus our efforts to ensure a smooth continuation of
any services required post-sale, to both seek to minimise
disruption for non-Met customers, as well as support the Met in any
transitional services required."

Rivus announced a major restructure in an effort to cut costs in
July 2023, after struggling to replace business lost from losing a
fleet maintenance deal with BT Group, FleetNews recounts.

The company closed 48 of its light commercial vehicle (LCV)
garages, cutting its existing network by more than half, from 78 to
just 30 sites including its heavy goods vehicle (HGV) network,
FleetNews states.


WARWICK FINANCE: Moody's Hikes GBP36.73MM Cl. E Notes Rating to B1
------------------------------------------------------------------
Moody's Ratings has upgraded the ratings of two notes in Warwick
Finance Residential Mortgages Number Three PLC. The rating action
reflects the better than expected collateral performance and the
increased levels of credit enhancement for the affected notes.
Moody's affirmed the ratings of the notes that had sufficient
credit enhancement to maintain their current ratings.

GBP1469.18M Class A Notes, Affirmed Aaa (sf); previously on May 4,
2022 Affirmed Aaa (sf)

GBP128.55M Class B Notes, Affirmed Aa2 (sf); previously on May 4,
2022 Affirmed Aa2 (sf)

GBP64.28M Class C Notes, Affirmed A1 (sf); previously on May 4,
2022 Upgraded to A1 (sf)

GBP36.73M Class D Notes, Upgraded to Baa2 (sf); previously on May
4, 2022 Upgraded to Ba1 (sf)

GBP36.73M Class E Notes, Upgraded to B1 (sf); previously on May 4,
2022 Upgraded to B2 (sf)

RATINGS RATIONALE

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

Revision of Key Collateral Assumptions:

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

The performance of the transaction has continued to be stable, with
90 days plus arrears standing at 7.66% of current pool balance and
cumulative losses currently standing at 0.33% of original pool
balance.

Moody's decreased the expected loss assumption to 2.73% as a
percentage of original pool balance from 3.5% due to better than
expected performance. The revised expected loss assumption
corresponds to 5.36% as a percentage of current pool balance.

Moody's have also reassessed loan-by-loan information as a part of
Moody's detailed transaction review to determine the credit support
consistent with target rating levels and the volatility of future
losses. As a result, Moody's have maintained the MILAN Stressed
Loss assumption at 16.7%.

Increase in Available Credit Enhancement:

Sequential amortization and a non-amortizing reserve fund led to
the increase in the credit enhancement available in this
transaction. For instance, the credit enhancement for Class D and
Class E notes affected by rating action increased to 15.30% from
10.44% and to 10.94% from 7.27% respectively since last rating
action.

Moody's considered how the liquidity available in the transactions
and other mitigants support continuity of note payments, in case of
servicer default.

The liquidity reserve provides liquidity support to Class A,
however, Classes B to E do not benefit from it. As a result, the
rating of the Class B notes in Warwick Finance Residential
Mortgages Number Three PLC are constrained by operational risk.

The principal methodology used in these ratings was "Residential
Mortgage-Backed Securitizations" published in May 2024.

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

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

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

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



                           *********


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 * * *