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

                          E U R O P E

          Wednesday, August 2, 2023, Vol. 24, No. 154

                           Headlines



I R E L A N D

BURLINGTON MORTGAGES 1: Moody's Ups Rating on Cl. E Notes from Ba2
JAMESTOWN RESIDENTIAL 2021-1: S&P Affirms 'B-' Rating on G Notes


I T A L Y

IFIS NPL 2021-1: Moody's Gives Caa1 Rating to EUR90MM Cl. B Notes


L U X E M B O U R G

SBM BALEIA: Fitch Ups Rating on Series 2012-1 Sr. Sec. Notes to BB


N E T H E R L A N D S

PHM NETHERLANDS: Moody's Cuts CFR to Caa1 & First Lien Debt to B3


S P A I N

GESTAMP AUTOMOCION: Moody's Affirms Ba3 CFR, Alters Outlook to Pos.


S W I T Z E R L A N D

MATTERHORN TELECOM: Fitch Gives Final 'BB+' Rating to CHF100MM Bond


U N I T E D   K I N G D O M

ATLAS FUNDING 2023-1: Moody's Hikes Rating on Class F Notes to B1
FRESH PASTURES: Enters Administration, 66 Jobs Affected
HAYDON MECHANICAL: Goes Into Administration Following CVA
LEDGEREDGE: Tough Funding Environment Prompts Administration
LERNEN BIDCO: Fitch Puts Final 'B' Rating to Term Loan Due 2029

MATE EBIKE: Enters Administration, August 2 Auction Set
REGENT ENVELOPES: Goes Into Administration, Halts Operations

                           - - - - -


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I R E L A N D
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BURLINGTON MORTGAGES 1: Moody's Ups Rating on Cl. E Notes from Ba2
------------------------------------------------------------------
Moody's Investors Service announced that it has upgraded its
ratings on 3 notes ("RMBS Notes") issued by one Irish RMBS Issuer
and 2 notes ("NPL Notes") issued by two Irish NPL issuers, where
collateral portfolios include reperforming loans. The transactions
are backed by mortgages on properties located in Ireland.

A List of Affected Credit Ratings is available at
https://urlcurt.com/u?l=32Wty5

Moody's actions stem from the publication of "Residential
Mortgage-Backed Securitizations" Rating Methodology together with
"Ireland: Residential Mortgage-Backed Securitizations" Methodology
Supplement, and also incorporate deleveraging and performance
considerations.

Although the updated methodology results in a change in Moody's
overall assessment of MILAN Stressed Loss and cash flow modelling,
only certain deals' ratings are impacted. For instance, structural
elements of the transactions as well as collateral performance may
limit or mitigate the potential for the rating action resulting
from the methodology change. The ratings actions also incorporate
deleveraging and performance considerations, which may result in
more significant rating actions than purely stemming from the
methodology change.

RATINGS RATIONALE

A List of Affected Credit Ratings is available at
https://urlcurt.com/u?l=BVf83s

This list is an integral part of this Press Release and provides,
for each of the credit ratings covered, Moody's disclosures on the
following items:

-- Rationale for rating action

-- Expected Loss (%CB)

-- MILAN Stressed Loss

-- Constraining factors on the ratings

The rating actions result from the update to Moody's methodology
for rating Irish RMBS, the associated updates to the MILAN Stressed
Loss assumption for these transactions as well as updates to
assumptions and the cash flow modelling. The Irish NPL transactions
affected by the rating action include reperforming loans, which are
also analyzed using the RMBS framework and the associated settings
for Ireland.

For the RMBS Notes upgraded Moody's completed a full analysis
considering the analysis of the collateral portfolio, performance,
as well as the full set of structural features of each RMBS
transaction.

For NPL Notes, Moody's analyzed specific asset class factors. These
included, but were not limited to, borrowers demographic
characteristics and historical payments, loans litigation stages
and tribunal timings, properties location and valuation.

The rating actions also took into consideration the notes' exposure
to relevant counterparties, such as servicer, liquidity provider,
account banks and swap counterparties.

Details of the MILAN Stressed Loss and Expected Loss as % of
current pool balance related to the actions can be found in the
List of Affected Credit Ratings associated with this press
release.

The principal methodology used in rating Burlington Mortgages No. 1
Designated Activity Company was "Residential Mortgage-Backed
Securitizations" published in July 2023.

The analysis undertaken by Moody's 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.

JAMESTOWN RESIDENTIAL 2021-1: S&P Affirms 'B-' Rating on G Notes
----------------------------------------------------------------
S&P Global Ratings affirmed its credit ratings on Jamestown
Residential 2021-1 DAC's class A to G-Dfrd notes.

The affirmations reflect its analysis of the most recent
transaction information and the transaction's structural features.

Over 80% of the loans in the transaction at closing had been
previously restructured, and 16.4% were at least one month in
arrears. Since closing, reported arrears have increased
significantly, reaching 27.4% by June 2023, with 23.2% in long-term
arrears. Of the 23.2% in long-term arrears, about 15% still make
more than 75% of their monthly instalments.

In addition to the increased arrears, the general reserve fund has
started being drawn, given limited availability of excess spread in
the transaction. It stood at EUR9.7 million in June 2023 versus a
target of EUR11.1 million. The liquidity reserve fund remains at
its target of EUR1.8 million.

S&P said, "After applying our global RMBS criteria, our
weighted-average foreclosure frequency (WAFF) assumptions have
increased for the 'A' to 'B' rating levels, primarily because of
the increased arrears since closing. Our weighted-average loss
severity (WALS) assumptions have decreased at all rating levels.
This reflects the reduced current weighted-average loan-to-value
ratio following significant house price index growth in Ireland."

  Credit analysis results

  RATING LEVEL     WAFF (%)     WALS (%)

  AAA              56.92        33.47

  AA               47.72        29.56

  A                42.80        22.57

  BBB              37.24        18.95

  BB               31.69        16.46

  B                30.36        14.21

WAFF--Weighted-average foreclosure frequency.
WALS--Weighted-average loss severity. Based on February 2023
pooltape.

S&P said, "We believe Irish inflation peaked in 2022 at 8.4%, but
expect it to remain high at 7% in 2023. Although elevated inflation
is credit negative for all borrowers, some borrowers will be more
affected. We consider the borrowers in this transaction to be
reperforming and as such they generally have lower resilience to
inflationary pressures than prime borrowers. Additionally, most of
the borrowers pay variable interest rates, leading to near-term
pressure from both a cost of living and rate rise perspective. In
particular the weighted average interest rate for the pool has
already increased to 5.1% from 2% in June 2022. We expect further
interest rate rises to be passed on to borrowers, which could
increase arrears and decrease pay rates.

"Considering the results of our credit and cash flow analysis and
the transaction's performance, we consider that the available
credit enhancement for all classes of notes is commensurate with
the current ratings.

"The ratings remain robust despite the higher arrears, given we
incorporated an expectation at closing that the portfolio's
performance would deteriorate. However, the ratings on particularly
the junior class E-Dfrd and F-Dfrd notes show greater sensitivity
to further increased WAFF levels than at closing. Therefore, we
will continue to closely monitor the asset performance, and further
deterioration of arrears levels may lead to a downward rating
action on these notes.

"Our analysis indicates that our 'AA (sf)' rating on the class
B-Dfrd notes and our 'A (sf)' rating on the class C-Dfrd notes
could withstand stresses at higher rating levels than those
assigned. However, additional factors constrain the ratings.
Specifically, we considered their potential sensitivity to a
short-term increase in arrears as a result of cost of living
pressures or further interest rate rises.

"In our analysis, the class G-Dfrd notes are unable to withstand
the stresses applied at our 'B' rating level. Therefore, we applied
our 'CCC' criteria, to assess if a rating in the 'B–' or 'CCC'
category would be appropriate. We performed a qualitative
assessment of the key variables, and simulated a steady-state
scenario in our cash flow analysis. We do not consider repayment of
this class of notes to be dependent upon favorable business,
financial, and economic conditions. Consequently, we affirmed our
'B- (sf)' rating, in line with our criteria."

Jamestown Residential 2021-1 is a static RMBS transaction that
securitizes a portfolio of reperforming primarily owner-occupied
mortgage loans, secured over residential properties in Ireland. The
transaction closed in July 2021.




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I T A L Y
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IFIS NPL 2021-1: Moody's Gives Caa1 Rating to EUR90MM Cl. B Notes
-----------------------------------------------------------------
Moody's Investors Service has assigned definitive long-term credit
ratings to the following Notes issued by Ifis NPL 2021-1 SPV
S.R.L.:

EUR515M Class A Asset Backed Floating Rate Notes due January 2060,
Assigned Baa2 (sf)

EUR90M Class B Asset Backed Fixed Rate Notes due January 2060,
Assigned Caa1 (sf)

Moody's has not assigned any rating to the EUR23.6M Class J1 Asset
Backed Fixed Rate and Variable Return Notes due July 2051 and the
EUR25M Class J2 Asset Backed Fixed Rate and Variable Return Notes
due January 2060.

IFIS NPL 2021-1 SPV S.R.L. is a restructuring of the first Italian
NPL transaction backed by a portfolio including a large portion of
loans paid directly from the salary or pension of the defaulted
borrower (judicial order of assignment, "ODA"). The transaction
initially closed in March 2021 and the portfolio has been serviced
since then by Ifis NPL Servicing S.p.A.

As part of the restructuring of the transaction, the secured
portfolio has been repurchased by the seller, new assets have been
added to the transactions, the original senior and mezzanine Notes
have been redeemed and new Class A, B and J2 Notes have been
issued, while the original Class J Notes (subsequently amended to
J1 Notes) has not been redeemed and remains outstanding.  

The new assets added to the transaction include unsecured
non-performing loans in legal stages prior to the assignment of the
salary or pension of the defaulted borrower ("pre-ODA") as well as
voluntary repayment plans and new ODAs.

Post restructuring, IFIS NPL 2021-1 SPV S.R.L represents the first
Italian non-performing loan transaction backed by such type of
assets.  

The total balance of Class A, Class B, Class J1 and Class J2 Notes
is equal to EUR653,600,000 representing approximately 34.3% of the
Gross Book Value (GBV) of the receivables.

The transaction is composed of three distinct portfolios with a
total GBV of EUR1,905,799,538 including EUR62,017,053 of
collections available as of July 24, 2023 to support some initial
costs and repay the Notes on the first IPD.

The first portfolio ("ODA portfolio") with a GBV of EUR879,595,332
(out of which EUR518,103,604.39 already securitized in 2021)
includes exclusively salary/pension assignment loans, that as a
result of a court order, seize a fifth of the borrowers' monetary
compensation (salary or pension) to repay the entire debt plus
accrued interest and expenses until it is fully repaid.

The second portfolio ("pre-ODA portfolio") with a GBV of
EUR738,028,752, out of which EUR501,014,292 includes exclusively
loans for which a formal request of payment has already been served
to the debtor ("Precetto") or a seizure of the salary/pension has
already been notified to the debtor and to the employer/social
security administration ("Pignoramento"), which represent the last
two legal phases prior to judicial salary/pension assignment.
Oppositions from the debtors are typically occurring before the
formal request of payment.

The third portfolio ("repayment plan portfolio") with a total claim
of EUR288,175,454 and installment dues for an amount of
EUR209,232,997.72 includes exclusively unsecured non-performing
loans mainly to unemployed persons or self-employed with an agreed
repayment plan in place, out of which 93.4% without any missed
installment.  

For the ODA and pre-ODA portfolios, Moody's determined the average
recovery and volatility values from available historical data and
used a Beta distribution to simulate resulting asset cashflows from
the portfolio. For the pre-ODA portfolio, Moody's determined also
the probability that a "Precetto" or a "Pignoramento" lead to a
salary/pension judicial assignment, for which amount and when the
first payment will occur. The key drivers for the estimates of the
collections and their timing are:

(i) Ifis NPL Servicing S.p.A. ("Ifis") has serviced the ODA
portfolio during the last six years. Moody's have received the
recovery rates and timing of collections over this period at
borrower and portfolio level, which shows relatively stable cash
flows;

(ii) the granularity of the portfolio in terms of borrower
concentration. Borrowers with a GBV below EUR25,000 and between
EUR25,000 and EUR50,000 represent 90.38% and 7.68% of the total
portfolio, respectively;

(iii) the portfolio composition in terms of debtor status with
56.8% and 68.6% private employees for ODA and pre-ODA portfolio,
respectively, 26.4% and 10.95% pensioners for ODA and pre-ODA
portfolio, respectively, and 13.3% and 8.03% of the borrowers being
public servants for ODA and pre-ODA portfolio, respectively;

(iv) the weighted average age of the respective borrower groups
(public servants being on average 57 years old, pensioners 73
years, and private employees 52 years) for ODA portfolio;

(v) the pre-ODA portfolio composition in terms of legal stage with
28.1% and 39.75% of the GBV in "Precetto" and "Pignoramento" phase,
respectively;  

(vi) benchmarking with historical data on recoveries for loans with
similar characteristics that have been analyzed for other
performing and non-performing loan portfolios.

For the third portfolio ("repayment plan portfolio"), Moody's
determined the re-default rate and the volatility values from
available historical data and used a Beta distribution to simulate
resulting asset cashflows from the portfolio.  

All portfolios will be serviced by Ifis NPL Servicing S.p.A. (NR),
which is wholly owned by Banca Ifis S.p.A. (Baa2), in its role as
servicer and special servicer. The servicing performance will be
monitored by the monitoring agent, Banca Finanziaria Internazionale
S.p.A. (NR).

In addition, Zenith Service S.p.A. is the backup servicer and will
help the issuer to find a substitute special servicer in case the
special servicing agreement with Ifis NPL Servicing S.p.A is
terminated.

Transaction structure:

To align the special servicer's and the noteholders' interests, the
servicing fees have been constructed so that Ifis NPL Servicing
S.p.A. as special servicer is incentivized to maximize recoveries
as a result of triggers related to their performance against the
business plans. In addition, the seller (Ifis NPL Investing S.p.A.)
is obligated to indemnify the issuer in case that representation
and warranties regarding the receivables are proven incorrect.

The transaction benefits from an amortising cash reserve equal to
6.5% of the Class A Notes balance (corresponding to
EUR33,475,000.00 at closing, amortizing to 6.5% of the Class A
Notes balance) and funded with over issuance of the Class J2 Note.
The cash reserve is replenished immediately after the payment of
interest on the Class A Notes and mainly provides liquidity support
to the Class A Notes, whereas interest on Class B Notes is paid
junior to the principal of Class A Notes if the subordination
trigger is breached. The cash reserve release amount will be used
to amortise the most senior Notes.

The collections coming from the ODA portfolio are paid into the
servicer's accounts and transfer within two business days after
reconciliation into the issuer collection account at BNP Paribas
(Aa3, P-1). Collections will be paid directly into the issuer
collection account if the rating of the Banca Ifis S.p.A. falls
below B2.

In order to mitigate a potential increase of the interest amount
due on the Class A Notes due to a higher index, the transaction
benefits from an interest rate cap on the underlying six-month
EURIBOR for Class A Notes, with J.P. Morgan SE acting as cap
counterparty. The issuer receives under the interest rate cap
agreement the difference, if positive, between six-month EURIBOR
and a varying interest cap rate that changes over the life of the
transaction. The initial notional of the interest rate cap is equal
to EUR515,000,000, and it will amortize down according to
pre-defined amounts until January 31, 2034.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was "Non-Performing
and Re-Performing Loan Securitizations Methodology" published in
July 2022.

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

Factors that may lead to an upgrade of the ratings include the
recovery process of the defaulted loans producing significantly
higher cash flows realised in a shorter time frame than expected
resulting from, for example, an increase in salaries or pensions.

Factors that may cause a downgrade of the ratings include
significantly less or slower cash flows generated from the recovery
process compared with Moody's expectations at closing due to either
a longer time for the courts to assign the salary or pension or a
change in economic conditions from Moody's central scenario
forecast or idiosyncratic performance factors. For instance, should
economic conditions be worse than forecasted the unemployment rate
could raise significantly reducing ODA's cashflows. All these
factors could result in a downgrade of the ratings. Additionally,
counterparty risk could cause a downgrade of the ratings due to a
weakening of the credit profile of transaction counterparties.
Finally, unforeseen regulatory changes or significant changes in
the legal environment may also result in changes of the ratings.



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L U X E M B O U R G
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SBM BALEIA: Fitch Ups Rating on Series 2012-1 Sr. Sec. Notes to BB
------------------------------------------------------------------
Fitch Ratings has upgraded SBM Baleia Azul, SII/ S.a.r.l.'s series
2012-1 senior secured notes due 2027 to 'BB' from 'BB-'. The Rating
Outlook remains Stable. The rating has been upgraded due to its
alignment with the off-taker, Petrobras. The transaction's rating
is capped by Fitch's view of the strength of the offtaker's payment
obligation, which in this case is equalized with Petrobras' Issuer
Default Rating (IDR). Petrobras was upgraded due the recent upgrade
of Brazil's Country Ceiling and IDR. Brazil's upgrade reflects an
improving macroeconomic environment and fiscal performance which
exceeded expectations.

ENTITY/DEBT     RATING          PRIOR  
----------              ------                       -----
SBM Baleia Azul, SII/
S.a.r.l.

Senior L8038*AA4 LT BB   Upgrade                 BB-

TRANSACTION SUMMARY

The notes are backed by the flows related to the charter agreement
signed with Petrobras for the use of the Cidade de Anchieta
floating production storage and offloading unit (FPSO) for a term
of 18 years. SBM do Brasil Ltda. (SBM Brasil), the Brazilian
subsidiary of SBM Holding Inc. S.A. (SBM), is the operator of the
FPSO. SBM is the sponsor of the transaction. The Cidade de Anchieta
FPSO began operating at the Baleia Azul oil field (now considered
part of the New Jubarte field) in September 2012.

KEY RATING DRIVERS

PETROBRAS' CREDIT QUALITY AS CONSTRAINT

Fitch uses the offtaker's IDR as the starting point to determine
the appropriate strength of the offtaker's payment obligation. On
July 27th, Fitch upgraded Petrobras' Long-Term IDR to 'BB'
reflecting the upgrade of Brazil's Long-Term IDR to 'BB' from
'BB-'. Brazil's upgrade is due to its better-than-anticipated
macroeconomic and fiscal performance. The Rating Outlook remains
Stable. Petrobras' ratings continue to reflect its close linkage
with Brazil's sovereign rating, due to the government's control of
the company and its strategic importance to Brazil as its near
monopoly supplier of liquid fuels.

STRENGTH OF THE OFFTAKER'S PAYMENT OBLIGATION ALIGNED WITH
PETROBRAS' IDR

Fitch's view of the strength of the off-taker's payment obligation
acts as the ultimate rating cap to the transaction. Given Fitch's
qualitative assessment of asset/contract/operator characteristics
and the off-taker's/industry's characteristics related to this
transaction, the strength of such payment obligation has been
equalized to Petrobras' Long-Term IDR.

EXPERIENCED OPERATOR MITIGATES RISK

SBM Offshore N.V. is the ultimate parent to SBM Holding Inc. S.A.,
the main sponsor of the transaction. The transaction benefits from
SBM Offshore N.V.'s solid business position, global leadership in
leasing FPSOs and overall strong operational performance of its
fleet, aligning SBM's credit quality with investment-grade metrics.
The rating of the transaction is ultimately capped by Fitch's view
of the credit quality of the sponsor.

OIL VESSEL SHUTDOWN RESOLVED

Since the last review, the company, SBM, focused on completing the
repair on four tanks required for the safe restart of the vessel,
which resumed operations in December 2022.

As a result of the shutdown, the overall uptime average since
commercial operations began in 2012 declined to 91.2%, down from
97.9% prior to the shutdown. Since the oil vessel resumed
operations, SBM has seen production increase back to normal levels
with an average quarterly production uptime figure of 99.7% for
period ending March 2023.

AVAILABLE LIQUIDITY REDUCES RISK

The transaction benefits from a $26 million (LoCs provided by ABN
Amro, rated A/Stable) debt service reserve account (DSRA)
equivalent to the following two quarterly payments of principal and
interest. This provides support to meet the next debt service
obligations should the vessel be delayed in coming back online and
resuming the charter and SBM ceasing to provide liquidity to the
transaction.

DSCR CONTINUES TO MEET EXPECTATIONS

The key leverage metric for fully amortizing FPSO transactions is
the DSCR. The rolling 12-month pre-opex debt service coverage ratio
(DSCR) for the period ending March 2023 was 1.70x and the average
post-opex DSCR over a five-year period was 1.40x as of period
ending December 2022.

Through the shareholder loan, SBM Azul, SII/S.a.r.l received an
approximate $48 million in 2022 to assist with meeting timely
interest and principal and to assist with cost/expenses incurred
while repairing the vessel. Since the vessel was not receiving any
charter revenue from normal operations, SBM's support was
instrumental for the DSCRs to remain above trigger levels.

RATING SENSITIVITIES

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

The rating may be sensitive to changes in Petrobras' credit quality
as charter offtaker, and any deterioration in SBM's credit quality
as operator and sponsor. In addition, the transaction's rating may
be impacted by the Cidade de Anchieta FPSO's operating performance
and prolonged shut down of the vessel that could lead to a contract
termination.

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

The main constraint to the transaction's rating is currently the
offtaker's credit quality. If upgraded, Fitch will consider whether
the strength of the offtaker's payment obligation would be
equalized with the entity's IDR.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Structured Finance
transactions have a best-case rating upgrade scenario (defined as
the 99th percentile of rating transitions, measured in a positive
direction) of seven notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of seven notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAAsf' to 'Dsf'. Best- and worst-case scenario credit ratings
are based on historical performance.

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

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

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

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.



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

PHM NETHERLANDS: Moody's Cuts CFR to Caa1 & First Lien Debt to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded PHM Netherlands Midco B.V.'s,
doing business as Loparex ("Loparex"), corporate family rating to
Caa1 from B3 and its probability of default rating to Caa1-PD from
B3-PD. Moody's also downgraded Loparex's first lien senior secured
credit facility, including the revolver and the term loan, to B3
from B2 and the second lien senior secured term loan to Caa3 from
Caa2. The rating outlook is stable.

"The downgrade reflects Moody's expectation that Loparex will
generate limited operating cash flow before working capital changes
over the next 12-18 months," said Motoki Yanase, VP - Senior Credit
Officer at Moody's.

The downgrade also reflect governance considerations, including an
aggressive financial policy.

Downgrades:

Issuer: PHM Netherlands Midco B.V.

Corporate Family Rating, Downgraded to Caa1 from B3

Probability of Default Rating, Downgraded to Caa1-PD from B3-PD

Backed Senior Secured First Lien Bank Credit Facility, Downgraded
to B3 from B2

Senior Secured First Lien Bank Credit Facility, Downgraded to B3
from B2

Backed Senior Secured Second Lien Bank Credit Facility, Downgraded
to Caa3 from Caa2

Outlook Actions:

Issuer: PHM Netherlands Midco B.V.

Outlook, Remains Stable

RATINGS RATIONALE

Despite Loparex's cost rationalization efforts and some demand
recovery that Moody's expects in 2024, the company's profit and
cash flow will likely be constrained by weakness in certain end
markets and higher interest expense. As a result, Moody's expects
Loparex's operating cash flow before working capital changes will
remain around breakeven for 2023 and 2024. Moody's expects that a
positive impact from working capital changes will help generate
positive operating cash flow. However, after factoring in capital
spending, free cash flow would remain close to breakeven through
2024.  

Loparex's revenue has declined in the first quarter of 2023, led by
falling demand from end markets in its building & construction
segment, key users of flashing and construction tapes. Demand from
other end markets, such as graphics and general industrial, also
declined under weak macroeconomic conditions and customers'
destocking efforts. Moody's expects these end markets will start to
normalize and support sales and cash flow recovery in 2024, but
this improvement would be gradual and could be delayed under modest
economic growth that Moody's expects for 2024.

In response to the weak demand, the company is executing a series
of cost savings, including rationalizing cost structure at Infiana,
which it acquired in 2019, and cutting expenses on various aspects
of its operations. These efforts will support Loparex's profit, but
the full effect may not be realized in the next 12-18 months.

Loparex has high leverage, with 9.3x debt/EBITDA including Moody's
standard adjustments for the twelve month ending March 2023. With
some demand recovery and cost cuts, Moody's estimates the leverage
will improve to about 8.5x in 2024, but still surpassing the 6.0x -
7.0x range assumed for B3 CFR. The company still has time until its
first lien and second lien term loans mature in 2026 and 2027,
respectively, but there is limited capacity to borrow with the
stretched balance sheet.

The company has adequate liquidity, including $22 million of
availability under its $50 million revolving facility as of June
2023 and only a limited contribution from free cash flow for 2023.
The existing revolver will expire on August 1, 2024 but Moody's
expects that the maturity will be extended.

The stable outlook reflects some recovery in Loparex's sales and
profit in 2024 that Moody's incorporated under its base case
scenario, even though the company's cash flow generation would
remain weak.

ENVIRONMENTAL, SOCIAL, GOVERNANCE CONSIDERATIONS

Moody's changed the governance risk score for Loparex to G-5 from
G-4 and the credit impact score to CIS-5 from CIS-4. The change in
the governance risk and credit impact scores reflects the
aggressive financial policy of the company, evidenced by its high
debt load relative to its cyclical end markets, and its significant
exposure to floating rate debt, which negatively impacts cash flow
under the rising interest rate environment.

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

Moody's could upgrade the rating if the company's sales volume
recovers and it improves its credit metrics. Specifically, an
upgrade could occur if debt/EBITDA trends below 8x and
EBITDA/interest improves above 1.5x, along with consistently
positive free cash flow generation.

Moody's could downgrade the rating if the company fails to improve
sales and cash flow generation. Specifically, Moody's could
downgrade the rating if EBITDA/Interest falls below 1x, the
company's liquidity profile deteriorates, or the likelihood of a
recapitalization or restructuring increases, resulting in a reduced
recovery prospects for creditors or a default.

Dual headquartered in Apeldoorn, the Netherlands, and Cary, North
Carolina, PHM Netherlands Midco B.V. is a manufacturer of
paper-based and film-based silicone release liners, which are used
in building and construction, and industrial applications, tape
manufacturing, graphic arts, medical, label, hygiene and composite
products. The company has been a portfolio company of Pamplona
Capital Management, a private equity sponsor, since August 2019.
Loparex recorded sales of $724 million for the twelve months that
ended in March 2023.

The principal methodology used in these ratings was Packaging
Manufacturers: Metal, Glass and Plastic Containers published in
December 2021.



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

GESTAMP AUTOMOCION: Moody's Affirms Ba3 CFR, Alters Outlook to Pos.
-------------------------------------------------------------------
Moody's Investors Service has changed to positive from stable the
outlook on the Spanish automotive parts supplier Gestamp
Automocion, S.A. Moody's further affirmed the group's Ba3 long term
corporate family rating, the Ba3-PD probability of default rating
and the Ba3 instrument rating on its EUR400 million backed senior
secured notes due 2026.

RATINGS RATIONALE

The ratings affirmation and change in outlook to positive from
stable was prompted by Gestamp's reported strong organic topline
and profit growth and improved cash generation in the first half of
2023 (H1-2023). While reported net sales increased by almost 29%
year-over-year (yoy), outperforming global light vehicle production
by 13 percentage points (at constant foreign currencies and
perimeter), Gestamp's reported EBITDA rose to EUR700 million (+26%
yoy), yielding a stable 11.2% margin, after improving sequentially
to 11.6% in Q2-2023 from 10.7% in Q1-23. Thanks to the earnings
growth and partial reversal of a significant working capital
build-up in Q1-2023, Gestamp's reported free cash flow (FCF) turned
positive to EUR30 million in H1-2023 (EUR22 million in the prior
year), albeit its Moody's-adjusted FCF (after dividends, lease
payments and change in factored receivables) remained negative at
around EUR70 million.

The rating action further recognizes Gestamp's reduced leverage
reflecting its increased EBITDA and almost EUR0.5 billion of debt
repayments in H1-23, following the refinancing of a syndicated
credit facility and bilateral loans in May this year. As a result,
Gestamp's Moody's-adjusted debt/EBITDA for the last 12 months (LTM)
ended June 2023, decreased to 3.3x from 4.2x at the end of 2022.
Assuming minor additional debt repayments this year, continued
topline and profit growth on an ongoing, albeit moderating market
recovery, price increases and operational improvements, Moody's
expects Gestamp's leverage to reduce towards 3x by the end of 2023,
an adequate level for the Ba2 rating category. Moody's also
acknowledges Gestamp's other improved debt protection metrics, such
as a retained cash flow (RCF) to net debt ratio of around 33% as of
LTM June 2023, versus 26.8% in 2022. Considering sizeable and
likely further increasing growth investments into new projects,
increasingly for the use in battery electric vehicles, however,
Gestamp's FCF remains limited. Although EUR120 million positive for
the 12 months ended June 2023, the rating agency expects Gestamp's
Moody's-adjusted FCF to weaken somewhat, due to increasing working
capital and capital spending needs, as well as higher dividend
payments in line with the group's defined payout ratio of 30% of
net income. At the same time, Moody's acknowledges Gestamp's
ability to cut capital spending in a slowing market environment to
protect its FCF and liquidity, as demonstrated in 2020.

The affirmed Ba3 ratings remain underpinned by Gestamp's strong
positions in the markets for BIW components, chassis and certain
mechanisms products, track record of above-market organic revenue
growth, stable profitability over the last five year (except for
the pandemic-hit year 2020), and its positive exposure to
automotive industry trends in terms of lightweight and tightening
safety standards.

Factors constraining the ratings include the group's dependence on
the cyclicality of light vehicle production, average profitability,
insufficient to translate into sustainable positive
Moody's-adjusted FCF given Gestamp's highly capital-intensive
business as well as constant dividend payments (albeit suspended in
2021), and Moody's expectation of slowing economic growth in 2023,
persistent inflation and increased financing costs that might dent
vehicle demand over the next few quarters.

LIQUIDITY

Gestamp's liquidity is solid, supported by its ample EUR1.1 billion
cash position and fully available and recently increased EUR500
million committed revolving credit facility (maturing in 2028) as
of June 30, 2023. These sources, together with projected annual
funds from operations (adjusted for capitalized development costs)
of more than EUR1 billion comfortably exceed Gestamp's cash needs
over the next 12 months. Expected cash uses comprise moderate
working capital needs, capital spending (excluding capitalized
development costs and including lease payments) of up to EUR950
million and rising dividend payments, exceeding EUR100 million by
2024. Following the refinancing of its syndicated credit facility
and bilateral loans in May, resulting in an extension of the
average debt maturity to 5.5 from 3.9 years, and the repayment of
certain bank loans in H1-23, Gestamp's short-term debt as of June
30, 2023 decreased to EUR941 million from almost EUR1.5 billion at
year-end 2022.

Gestamp's senior secured bank credit facilities agreements contain
two financial covenants (interest cover and adjusted leverage),
under which Moody's expects the group to maintain ample capacity at
all times.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook reflects Gestamp's credit metrics that Moody's
expects to reach or be sustained at the defined levels for a higher
rating over the next 12 months, including a Moody's-adjusted EBITA
margin of over 6% (5.3% as of LTM June 2023) and leverage of well
below 3.5x gross debt/EBITDA. The outlook also rests on the
assumption that Gestamp will maintain adequate liquidity and
positive FCF, while prioritizing its de-leveraging target to a
reported 1.0x-1.5x net debt to EBITDA range by 2027 (1.6x as of
June-end 2023).

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

Moody's could upgrade Gestamp's rating, if its (1) Moody's adjusted
EBITA margin strengthened further and were maintained at above 6%,
(2) Moody's adjusted debt/EBITDA reduced to well below 3.5x on a
sustainable basis, and (3) positive Moody's-adjusted FCF could be
maintained.

Moody's would consider downgrading Gestamp's rating, if its (1)
Moody's adjusted EBITA margin fell below 5%, (2) Moody's adjusted
gross debt/EBITDA exceeded 4.0x, (3) Moody's adjusted FCF turned
materially negative, or (4) liquidity started to weaken.

LIST OF AFFECTED RATINGS

Issuer: Gestamp Automocion, S.A.

Affirmations:

LT Corporate Family Rating, Affirmed Ba3

Probability of Default Rating, Affirmed Ba3-PD

BACKED Senior Secured Regular Bond/Debenture, Affirmed Ba3

Outlook Actions:

Outlook, Changed To Positive From Stable

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Gestamp Automocion, S.A. (Gestamp), headquartered in Madrid, Spain,
designs, develops and manufactures metal components for the
automotive industry. The company generated around EUR12 billion of
revenue in the 12 months through June 2023, has more than 41,000
employees and operates 113 plants and 13 R&D centers in 24
countries. Its products are divided into the following segments:
BIW (including hoods, roofs, doors, pillars, floors, crash boxes
and battery boxes for electric vehicles) and Chassis products
(front and rear sub-frames, front and rear links) — together
accounting for around 86% of revenue in 2022; Mechanisms (hinge
systems and other powered door opening/closing-related products,
10%); and tooling and other products (4%). Gestamp is listed on the
Madrid stock exchange and had a free float of 26.24% as of December
31, 2022. Of the share capital, 73.76% was controlled directly and
indirectly by Acek Desarrollo Y Gestion Industrial S.L. (the
Riberas family industrial holding).



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

MATTERHORN TELECOM: Fitch Gives Final 'BB+' Rating to CHF100MM Bond
-------------------------------------------------------------------
Fitch Ratings has assigned Matterhorn Telecom S.A.'s CHF100 million
five-year bonds a final 'BB+' rating with a Recovery Rating of
'RR2'. Fitch has also assigned Matterhorn Telecom S.A. a senior
secured rating of 'BB+'/'RR2', two notches above Matterhorn Telecom
Holding S.A.'s (Salt) 'BB-' Issuer Default Rating (IDR).

Proceeds from the bonds will be used to partly redeem the EUR246.5
million 2.625% senior secured notes due 2024, leading to a neutral
impact on leverage.

The ratings reflect Salt's stable position in the Swiss mobile
market, which drives the vast majority of its cashflow. Salt has a
relatively low mobile market share compared with other alternative,
challenger operators in Europe. However, strong execution and a
lean cost structure enable the business to generate one of the
highest EBITDA margins in the sector. The rating is also
underpinned by solid pre-dividend free cash flow (FCF) and
Fitch-defined leverage (net debt to EBITDA) of around 3.5x,
trending downwards, which provides good rating headroom.

Salt has a strong opportunity to grow revenues and increase the
diversity of its cash flow by expanding its fibre broadband
business over the next four to five years. The company has an
attractive, multi-supplier agreement for fibre that allows near
owner economics and success-driven capex that reduces investment
risks and speeds up time to market.

KEY RATING DRIVERS

Stable Mobile Market Position: The Swiss mobile market is dominated
by the incumbent operator, Swisscom, which competes on service and
product quality. The incumbent operator has some of highest mobile
(55%) and fixed broadband (48%) market shares in the Western
European telecoms sector. The Swiss mobile market is structurally
stable, with three network operators. The absolute market size is
growing slightly. Salt has a mobile market share of around 16%-17%,
which is at the lower end of its European alternative operator peer
group, but demonstrably stable over the past five to six years.
Combined with favourable regulation for mobile termination rates
and roaming, this provides a basis for consistent revenue
generation.

Lean Business Model: Salt's relatively low customer market share
has not impeded its ability to generate EBITDA margins that are
similar to its higher-scaled European peers. At end-2022 Salt had a
43.5% Fitch-defined EBITDA margin, which is about 5pp higher than
the weighted average of its alternative operator peer group. The
high margin relative to its market scale reflects strong execution
of cost control, reducing churn, productivity and service
improvements.

While EBITDA margins may decline by around 1pp over the next year
due to cost inflation, Fitch believe retaining a margin above 42%
(Fitch-defined) is sustainable, particularly as fixed broadband
revenue growth is expected to be margin enhancing over the next few
years.

Fibre Broadband Growth Opportunity: At 1Q23, Salt had around
200,000 fixed broadband subscribers, equating to a national market
share of about 5%. Fitch believe Salt is likely to be able to
double this over the next four to five years. Assuming stable
pricing for the product at CHF49.95 over this period, Salt should
be able to grow revenues by 10%-14% compared with 2022 or CHF200
million-CHF250 million over the same period. This growth will
improve cash-flow diversification and reduce dependency on mobile
services.

Attractive Fibre Supply Agreements: Salt has secured contracts
nationally with Swisscom and with regional utilities locally for
the supply of fibre network infrastructure for fixed broadband
services. The contracts enable Salt to gain 20-year fibre network
access with near owner economics through the purchase of
indefeasible rights of use (IRU). The contracts enable Salt to
generate infrastructure-like margins, with typical high upfront
deployment costs that are on average staggered over more than 10
years.

The IRU payment is due upon the successful acquisition of a new
customer. This significantly reduces operational and financial
risks in relation to fibre-to-the-home deployments and improves
visibility of returns. Compared with deploying its own network, the
purchase of IRUs gives the company faster access to local fibre
infrastructure, reduces own network deployment risks. Importantly,
it also removes the uncertainty of product uptake risks that are
key to the return economics of typical fibre deployments. The
ability to port customer lines within regions and or nationally
improves utilisation scope in the long term.

Building IRU Liability: The staggered payment terms for IRUs
improve Salt's FCF profile, reduce peak funding requirements and
improve payback economics for the project. However, the favourable
payment terms of over 10 years build a payable liability on Salt's
balance sheet. At 1Q23, this liability amounted to CHF473 million.
As Salt increases its broadband subscriber base, Fitch estimate
that this liability could increase to over CHF800 million over the
next four to five years.

Fitch treats the annual IRU costs as capital expenditure, which is
in line with Fitch approach across the Western European telecoms
sector. However, the liability reduces the EBITDA net leverage
threshold of the rating by about 0.5x. This is broadly equivalent
to the hypothetical impact of treating the IRU cost as operating
expenditure where the total asset base is amortised over the
20-year life of the asset.

FCF and Leverage Evolution: Over the past three to four years, Salt
has managed adjusted EBITDA leverage between 3.5x-4.0x (based on
company definition excluding IFRS 15 and IFRS 16). This financial
discipline places the company comfortably within the Fitch-defined
leverage thresholds for its rating. Fitch's base case forecast
indicates that Salt is likely to generate pre-dividend FCF of
CHF100 million-CHF140 million per year, equivalent to a
pre-dividend FCF margin of 9%-12%. This provides the company with
some discretion in managing its credit profile through flexible
dividend payments.

DERIVATION SUMMARY

Salt's rating is in line with many of its alternative European
telecom operator peers such as competitors UPC Holding BV
(BB-/Negative), Telenet Group Holding N.V (BB-/Stable) and VMED O2
UK Limited (BB-/Stable). However, Salt has lower leverage capacity
at each rating band. This reflects the company's competitive
position, market share, lower cashflow scale, higher dependency on
mobile service revenues and IRU payable liabilities. These factors
are partially offset by a lean, cash generative business model and
growth prospects in fixed broadband.

Lower-rated peers such as eircom Holdings (Ireland) Limited or
VodafoneZiggo Group B.V. (both B+/Stable) have wider rating
thresholds compared with Salt, but either manage leverage at higher
levels or have sold a stake in their fixed-line network and face
structural revenue decline from legacy voice or declining market
share.

KEY ASSUMPTIONS

Fitch's Key Assumptions Within its Rating Case for the Issuer

-- Revenue of around CHF1.1 billion in 2023, growing by 2.5%-3.5%
per year over the next three years

-- Fitch-defined EBITDA margin of 42.5% in 2023 and remaining
stable over the next three years

-- Cash tax of CHF50 million in 2023, with a broadly stable
effective tax rate over the next three years

-- Capex (excluding spectrum costs) at 19.5% to 21.0% of revenue
between 2023 and 2026

-- Dividend payment of CHF150 million in 2023 and CHF100
million-CHF110 million per year between 2024-2026, reflecting the
business remaining slightly FCF positive from 2024.

RATING SENSITIVITIES

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

-- Cash flow from operations (CFO) less capex/total debt visibly
and trending above 7.5% on a sustained basis

-- Fitch-defined net debt to EBITDA below 3.3x on a sustained
basis

-- Significant increase in broadband market share with continued
stable or improving mobile service revenue leading to improved
cash-flow diversification.

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

-- CFO less capex/total debt trending consistently trending below
4% on a sustained basis

-- Fitch-defined net debt to EBITDA above 4.2x on a sustained
basis

-- A material and sustained decline in EBITDA or FCF driven by
competitive or technology-driven pressure in core business
segments

-- A financial policy that results in reduced financial
flexibility, higher long-term leverage targets or related party
transactions.

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Comfortable Liquidity: At 1Q23, Salt had CHF212 million of cash and
cash equivalents and a CHF60 million undrawn super senior revolving
credit facility. Together with the company's newly-issued CHF100
million notes, this is sufficient to cover the repayment of
EUR248.8 million senior secured notes maturing in 2024. Salt's next
maturity is in September 2026 when EUR675 million senior secured
notes and EUR400 million of term loan B mature.

Generic Approach for Senior Secured Debt: Fitch rates Salt's senior
secured rating 'BB+', two notches above its IDR, in accordance with
Fitch's Corporates Recovery Ratings and Instrument Ratings
Criteria, under which the agency applies a generic approach to
instrument notching for 'BB' rated issuers. As a 'Category 2 first
lien' debt category, this results in a Recovery Rating of 'RR2',
reflecting superior recovery expectations in a default.

ESG CONSIDERATIONS

Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.

ISSUER PROFILE

Salt is a Swiss telecommunications provider that offers mobile and
fixed-line solutions to private and business customers in
Switzerland. The company is ultimately owned by NJJ Capital, the
private holding company of entrepreneur and telecommunications
investor Xavier Niel.

DATE OF RELEVANT COMMITTEE

July 10, 2023

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.



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

ATLAS FUNDING 2023-1: Moody's Hikes Rating on Class F Notes to B1
-----------------------------------------------------------------
Moody's Investors Service announced that it has upgraded its
ratings on 64 notes ("RMBS Notes") issued by 28 UK RMBS Issuers and
backed by mortgages on properties located in the UK ("UK RMBS").
The RMBS Notes upgraded include 9 notes issued by UK Prime RMBS
transactions, 26 notes issued by UK Buy-To-Let transactions, and 29
notes issued by UK Non-Conforming RMBS transactions.

A List of Affected Credit Ratings is available at
https://urlcurt.com/u?l=ej3VVn

Moody's actions stem from the publication of "Residential
Mortgage-Backed Securitizations" Rating Methodology together with
"United Kingdom: Residential Mortgage-Backed Securitizations"
Methodology Supplement, the credit rating methodology used in
rating these securities and also incorporate deleveraging and
performance considerations.

Although the updated methodology results in a change in Moody's
overall assessment of MILAN Stressed Loss and cash flow modelling,
only certain deals' ratings are impacted. For instance, structural
elements of the transactions as well as collateral performance may
limit or mitigate the potential for the rating action resulting
from the methodology change. The ratings actions also incorporate
deleveraging and performance considerations, which may result in
more significant rating actions than purely stemming from the
methodology change.

RATINGS RATIONALE

A List of Affected Credit Ratings is available at
https://urlcurt.com/u?l=4XmisQ

This list is an integral part of this Press Release and provides,
for each of the credit ratings covered, Moody's disclosures on the
following items:

-- Rationale for rating action

-- Expected Loss (%CB)

-- MILAN Stressed Loss

-- Constraining factors on the ratings

The rating actions result from the update to Moody's methodology
for rating UK RMBS, the associated updates to the MILAN Stressed
Loss assumption for these transactions as well as updates to
assumptions and the cash flow modelling.

For the RMBS Notes upgraded Moody's completed full analysis
considering the analysis of the collateral portfolio, performance,
as well as the full set of structural features of each RMBS
transaction.

The rating actions also took into consideration the notes' exposure
to relevant counterparties, such as servicer, liquidity provider,
account banks and swap counterparties.

Details of the MILAN Stressed Loss and Expected Loss as % of
current pool balance assumptions related to the actions can be
found in the List of Affected Credit Ratings associated with this
press release.

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

The analysis undertaken by Moody's 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.

FRESH PASTURES: Enters Administration, 66 Jobs Affected
-------------------------------------------------------
Business Sale reports that Fresh Pastures and School Milk, a
supplier of milk and dairy products, has fallen into administration
after being lossmaking for several years.

The company, which is based in Normanton, West Yorkshire, was
founded in 2006 and supplies dairy products to thousands of
schools, nurseries and councils across 14 local UK authorities.

RSM UK Restructuring Advisory LLP's Gareth Harris and Lee Lockwood
were appointed as joint administrators to Fresh Pastures Ltd and
School Milk UK Ltd on July 24, Business Sale relates.  The company
appointed administrators amid difficult ongoing trading conditions,
with 66 staff made redundant upon the appointment of the
administrators, Business Sale discloses.

According to Business Sale, joint administrator and RSM UK partner
Gareth Harris commented: "Unfortunately the business has been loss
making for several years, and despite concerted efforts by
management it did not prove possible to turnaround performance; or
find a buyer for the entire business."

"With further losses predicted over the summer and a large funding
requirement imminent, the directors took the difficult decision to
close."

In the year ending August 31 2021, Fresh Pastures Ltd reported
turnover of GBP5.3 million, but fell to a pre-tax loss of
GBP665,509 and had net liabilities of GBP1.2 million, Business Sale
states.


HAYDON MECHANICAL: Goes Into Administration Following CVA
---------------------------------------------------------
Grant Prior at Construction Enquirer reports that Haydon Mechanical
& Electrical has gone into administration.

According to Construction Enquirer, the company is now in the hands
of administrators from insolvency specialist Leading.

The collapse comes less than a year after Haydon entered a Company
Voluntary Arrangement with its creditors in August 2022 following
cash flow pressures, Construction Enquirer notes.

The CVA deal was designed to distribute at least GBP7.2 million to
creditors at the rate of GBP200,000 a month starting in November
2022 with suppliers getting at least 80p in the GBP1 back for their
debts, Construction Enquirer states.

Latest results for the London based M&E specialist show it had a
turnover of GBP66.2 million for the year to
December 31, 2021, generating a pre-tax loss of GBP6.2 million,
Construction Enquirer discloses.


LEDGEREDGE: Tough Funding Environment Prompts Administration
------------------------------------------------------------
Tyler Pathe at Fintech Futures reports that London-based corporate
bond trading platform LedgerEdge has gone into administration only
three years after it was first established.

On August 1, 2023, David Robert Baxendale and Edward John Macnamara
were appointed as joint administrators of LedgerEdge to manage its
affairs, business and property, Fintech Futures relates.

According to Fintech Futures, in a statement made to media outlet
The Desk, the start-up's founder David Rutter attributed its
closure to the "extremely challenging funding environment".

The tough conditions of the current market ultimately proved too
much for the company to keep going, Fintech Futures discloses.


LERNEN BIDCO: Fitch Puts Final 'B' Rating to Term Loan Due 2029
---------------------------------------------------------------
Fitch Ratings has assigned Lernen Bidco Limited's (Cognita)
EUR1,030 million term loan facilities due in 2029 a final 'B'
rating with a Recovery Rating of 'RR3'.

The upsized first-lien term loan B (TLB) has been used to repay in
full its GBP200 million existing first-lien TLB and EUR125 million
of the existing EUR255million second-lien TLB, thus further
reducing its refinancing risk.

Cognita's 'B-' Long-Term Issuer Default Rating (IDR), which has a
Positive Outlook, is constrained by high EBITDAR gross leverage at
around 8.9x in the financial year ending August 2023 (on a reported
basis), which Fitch forecast will improve towards 7.0x in FY24.
EBITDAR interest cover is likely to remain below 1.8x in FY23-FY24.
Expansion of schools weighs on near-term free cash flow (FCF),
which will turn positive in FY25. The rating is underpinned by the
company's increasingly diversified global operations and revenue
predictability.

The Positive Outlook reflects Fitch updated forecasts, including
two part-equity funded acquisitions, with leverage and interest
cover moving towards Fitch upgrade sensitivities over the next
12-18 months. If the company performs strongly, refinancing risk
for the outstanding amount due under the second-lien TLB should not
preclude a potential upgrade.

Fitch have withdrawn the 'B' senior secured rating and 'RR3' of the
GBP200 million TLB following its full repayment.

KEY RATING DRIVERS

Refinancing Materially Addressed: The amend and extend (A&E) of the
TLB has extended Cognita's revolving credit facility (RCF) and TLB
to 2028 and 2029, but these facilities will mature first as long as
the existing second-lien TLB - which matures in January 2027-
remains outstanding. The reduction of the second-lien debt to
EUR130 million, together with the positive trajectory of Cognita's
credit metrics, is a material step towards addressing its
refinancing risks.

Strong FY23 YTD Trading: Average pupil numbers increased by about
17,000 in 9MFY23, including 14,300 from acquisitions (York
Preparatory School, Redcol in September 2022). About 50% of revenue
growth for the period was organic, driven by higher pupil numbers,
annual fee increases and more ancillary services through the
re-opening of most schools. Company-defined adjusted EBITDA of
GBP136.7 million for the year-to-date included about GBP26.9
million of acquired EBITDA.

Middle East Acquisitions Partly Equity-Funded: Cognita's recently
established partnership with EKI in the Middle East has increased
its capacity by 6,700, and an additional GBP21 million
company-estimated pro-forma EBITDA in FY23. Dubai operations are
typically expatriate-concentrated, but the average stay is long
(kindergarten to 12th grade (K-12)), and the partnership
diversifies Cognita's global EBITDA and enhances its EBITDA
margin.

A contemplated second add-on in the Middle East will bring an
additional GBP14 million of company-estimated pro-forma EBITDA in
FY23. With capacity utilisation currently around 76% at EKI, Fitch
expect significant growth (around 30% student CAGR) from the Middle
East in FY23-FY25.

Resilient Growth, Higher Costs: Fitch rating case includes revenue
growth of around 29% in FY23 and 23% in FY24 (both including M&A,
Redcol and York in FY23 and the Middle East in FY24). In addition
to increased students (acquired and enrolled), significant fee
increases will lift average revenue per pupil by 6%-7% in FY24-FY25
(including M&A in the Middle East). Fitch expect inflationary
pressures to remain in FY23 and possibly into FY24, with a
Fitch-defined EBITDA margin of around 20% by FY24, but still up
from FY22's 16.1%.

Improving Leverage and Interest Cover: Fitch forecast EBITDAR gross
leverage of around 8.9x and EBITDAR fixed charge coverage of around
1.6x by FYE23, which are weaker than rated peers'. Fitch forecast
strong deleveraging in the underlying business, driven by student
number growth and tuition fee increases above inflation, but also
from its partnerships in the Middle East fully contributing from
FY24, with an EBITDAR gross leverage of 7.0x. Due to higher overall
capital-market rates, Fitch expect EBITDAR fixed charge coverage to
remain around 1.6x in FY24.

Capex and M&A Drive Growth: Fitch expect Cognita to continue to
invest in growth through development capex and bolt-on
acquisitions. Fitch rating case includes development capex of
around GBP165 million across FY23-FY25, with negative FCF in FY23
and FY24, before it turns positive in FY25. Investments in new
capacity weigh on FCF, but given likely student enrolment, profits
will grow after capex is incurred.

Revenue Predictability, High Retention Rates: The private-pay K-12
market is characterised by strong revenue visibility with long
average student stay, typically eight to 10 years for local
students and four to six years for expat students. Equivalent
switching costs once a child is settled are high, and tuition fees
are deemed a non-discretionary expense by parents, as demonstrated
by Cognita's above-inflation price increases and resilient
enrolment across the economic cycle.

Cognita's student retention rate is around 80% including
graduation, and is supported by more than 80% local students in
Europe (UK-weighted) and LatAm (together 48% of EBITDA pre-central
cost in FY22).

Some Execution Risk Persists: Fitch see inherent execution risks
from recently established or newly-built schools as they only
gradually fill capacity. This is partly mitigated by the high
visibility of the competitive environment with long lead times (and
hence a predictable fill of completed capacity investments), use of
strong brands, and reputation, including academic record and
parental scoring.

Execution risk from M&A is predominantly for larger acquisitions,
like the recent partnership with EKI in Dubai and entry into a new
area (Kuwait). However, this is mitigated by Cognita's focus on
profitable targets and record of due diligence and integration. The
rating case incorporates a prudent M&A and investment policy.

Top Schools Dominate, Type Varies: Fitch expect the top 10 schools
to represent around 43% of revenue and around 61% of EBITDA
pre-central cost in FY23. Exposure to expat, often premium (versus
local, mid-market) students is greater in the Asian portfolio (73%
of Asian FY22 EBITDA pre-central cost), whereas the higher volume,
lower-fee (GBP3,500 average revenue per pupil) LatAm portfolio
focuses on local students. The European portfolio (UK- and
Spain-weighted) includes smaller-capacity schools, yielding average
revenue per pupil of around GBP13,500, whereas the Asian portfolio
is characterised by much larger schools, fewer students, and higher
average revenue per pupil of GBP20,000.

DERIVATION SUMMARY

Compared with Fitch's credit opinions on private, for-profit,
education providers at the lower end of the 'B' rating category
globally, Cognita benefits from a diverse portfolio in geography,
expat versus local student intake, curriculum and price points. The
global private education sector continues to grow, and annual fee
increases tend to be at or above inflation. GEMS Menasa (Cayman)
Limited (B/Positive) is Dubai-concentrated with a focus on the UAE,
but its K-12 portfolio covers different price points, premium to
mid-market, and curricula. Both GEMS and Cognita have long-dated
revenue given their average student stay.

Although for-profit Global University Systems Holding B.V. (GUSH;
B/Stable) provides post-graduate university-intake courses, its
geographic reach and exposure to different disciplines (business,
accounting, law, medical, arts, languages and industrial) is wider
than K-12 schools'. However, it offers shorter typically three- to
four-year courses (longer for part-time). As the group has grown
its reliance on international students has increased: it is
recruiting for third-party US universities and its own Canada
operations versus a predominantly local intake for its UK, Indian
and other Asian locations.

GEMS's significantly lower leverage (forecast: 5.3x EBITDAR gross
leverage for financial year ending August 31, 2023) and larger
scale underline the one-notch rating differential with Cognita's.
However, this is partly compensated by Cognita's global
diversification and resilient pandemic trading, with deleveraging
capacity from student-and-tuition fee growth and increased
utilisation rates from expansion investments.

KEY ASSUMPTIONS

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

-- Revenue growth around 23% in FY24 (including acquired revenue)
and 7% in FY25

-- Student growth of 25% in FY23 and around 10% in FY24

-- Average revenue per pupil increasing by around 10% per year in
FY24 (Middle East incorporated) and normalising to around 3% in
FY25

-- Fitch-defined EBITDA margin increasing to 18.4% in FY23 and
20.2% in FY24 through higher utilisation rates and improved staff
efficiency (after including higher wages in Europe) and a mixed
effect from recent acquisitions

-- Cash-based lease rent increasing to around GBP50 million in
FY24 (due to expansion and CPI-linked rent contracts) from GBP36
million in FY22

-- Working-capital inflow of around 0.4%-0.6% of revenue per year
to FY26

-- Development capex of around GBP165 million across FY23-FY25

-- Negative FCF in FY23 and FY24, before turning positive
(post-expansion capex) in FY25

-- Two predominantly equity-funded acquisitions, one in FY23 and
one in FY24. No further M&A due to lack of visibility around
funding mix

Key Recovery Assumptions

Fitch recovery analysis assumes that Cognita would be reorganised
as a going concern (GC) in bankruptcy rather than liquidated. Fitch
have assumed a 10% administrative claim. The GC EBITDA of GBP150
million (incorporating recent acquisitions) reflects stress
assumptions that could be driven by weaker operating performance
and an inability to increase students and pricing according to plan
with lower overall utilisation rates, adverse regulatory changes or
weaker economic development in key markets with reduced pricing
power.

The enterprise value (EV) multiple of 6.0x has been applied to the
GC EBITDA to calculate a post re-organisation EV. The choice of
this multiple is based on well-invested operations, strong growth
prospects with medium- to long-term revenue visibility and
diversified global operations. However, the multiple is constrained
by weaker-than-average profitability than peers'. The multiple is
in line with Fitch-rated wider education sector peers'.

Fitch assume Cognita's upsized RCF of GBP214.5 million to be fully
drawn on default, ranking equally with its GBP907 million
equivalent existing senior secured TLBs. The latter rank below
local, prior-ranking debt. Its EUR130 million second-lien debt
ranks junior to the first-lien TLB and RCF.

Based on current metrics and assumptions, Fitch analysis generates
a ranked recovery at 53% in the 'RR3' band for the existing senior
secured debt, and 0% in 'RR6' for the second-lien. This indicates a
'B' instrument rating for the TLB and a 'CCC' rating for the
second-lien debt.

RATING SENSITIVITIES

Factors That Could, Individually or Collectively, Lead to an
Upgrade

-- Successful execution of growth strategy with improved
profitability and FCF margins

-- EBITDAR gross leverage structurally below 7.0x

-- EBITDAR fixed charge coverage, defined as EBITDAR/ (interest +
rent), sustained above 1.8x

-- Neutral to positive FCF (post expansion capex)

Factors That Could, Individually or Collectively, Lead to The
Outlook Being Revised to Stable

-- EBITDAR gross leverage remaining structurally above 7.0x owing
to operational underperformance or an appetite for debt-funded
acquisitions

-- EBITDAR fixed charge coverage remaining structurally below
1.8x

-- Inability to turn FCF neutral to positive (post expansion
capex) with reduced liquidity headroom

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

-- Inability to increase students and pricing according to plan
with lower overall utilisation rates, adverse regulatory changes or
a general economic decline leading to slower revenue growth

-- Failure to reduce EBITDAR gross leverage structurally below
8.5x

-- EBITDAR fixed charge coverage below 1.2x

-- Sustained negative FCF

-- Minimal liquidity headroom or difficulties in refinancing
drawings under the RCF (ie. for M&A/earn-outs payments)

-- Increased refinancing risk with off-market refinancing options

BEST/WORST CASE RATING SCENARIO

International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.

LIQUIDITY AND DEBT STRUCTURE

Satisfactory Liquidity: Cognita's Fitch-adjusted cash position is
estimated at around GBP90 million at end-FY23 (including GBP75
million of RCF drawings to part-fund acquisitions) and negative FCF
(post expansion capex) of GBP16 million in FY24. Fitch include some
additional RCF drawings to part-fund development capex and
scheduled earn-outs from recent acquisitions, so that the RCF is
assumed fully drawn in FY25. Fitch expect the company to issue some
additional funding to repay the RCF drawings.

Fitch restrict GBP50 million of cash for some overseas accounts.
Although available for investments and projects locally, Fitch
believe they are not readily available to repay debt at the issuer
level.

Reduced Refinancing Risk: Refinancing risk is partly mitigated by
Cognita's deleveraging capacity, a resilient business profile and
positive underlying cash flow generation. The extended RCF and TLBs
(which represent the main part of the capital structure) mature in
October 2028 and April 2029, respectively, but with a springing
maturity and hence rank prior to the existing second-lien debt. The
second-lien facility matures in January 2027.

ISSUER PROFILE

Cognita is a global private-pay, for-profit, K-12 educational
services group that operates schools across Asia, Europe, LatAm,
North America and the Middle East.

REFERENCES FOR SUBSTANTIALLY MATERIAL SOURCE CITED AS KEY DRIVER OF
RATING

The principal sources of information used in the analysis are
described in the Applicable Criteria.

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.

MATE EBIKE: Enters Administration, August 2 Auction Set
-------------------------------------------------------
Rebecca Bland at eBikeTips reports that eighteen months after
opening their first store in the country, the UK arm of Mate
e-bikes has gone into administration.

An auction of their goods is set to take place on Aug. 2, held by
Hilco Global Auction, eBikeTips discloses.

According to information available on Companies House, Mate Ebike
UK Ltd entered liquidation on June 12, 2023, just over a month
after director Harris Bin Umair Qureshi left the company, eBikeTips
relates.

The rest of the company does not appear to be impacted, with sales
still going ahead abroad, eBikeTips states.  UK customers can also
still buy Mate bikes from other retailers, eBikeTips notes.


REGENT ENVELOPES: Goes Into Administration, Halts Operations
------------------------------------------------------------
Business Sale reports that a manufacturer of envelopes based in
Yorkshire has ceased trading and appointed administrators following
a period of challenging trading.

FRP Advisory's David Willis, Phil Pierce and Mark Hodgett were
appointed as joint administrators to Regent Envelopes Ltd and
Regent Envelopes (Sales) Ltd on July 26, Business Sale relates.

According to Business Sale, the business ceased trading prior to
the appointment of the joint administrators, who, following their
appointment, will actively market the businesses and their assets
for sale.  Approximately 60 employees were made redundant upon when
the business entered administration, with a small number retained
to assist in an orderly wind down, Business Sale discloses.

Parties interested in acquiring the business have been advised to
contact Mark Rowlands at Sanderson Weatherall, Business Sale
notes.

In its accounts for the year ending December 31, 2021, Regent
Envelopes Ltd's fixed assets were valued at GBP31,672 and current
assets of GBP3.4 million and net assets of GBP1.3 million, Business
Sale states.

The business, which was based in Shipley, West Yorkshire, produced
a wide range of coloured envelopes for greetings cards, gifting
envelopes, stationary envelopes and envelopes for marketing and
direct mail.  It had more than 36 years' experience in the envelope
manufacturing industry.



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

Troubled Company Reporter-Europe is a daily newsletter co-
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Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
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Editors.

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

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