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250610.mbx 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 10, 2025, Vol. 26, No. 115 Headlines F R A N C E COLISEE GROUP: Moody's Appends 'LD' Designation to 'Ca-PD' PDR FINANCIERE VOLTA II: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable L U X E M B O U R G BERING III SARL: Moody's Withdraws 'Caa1' Corporate Family Rating N E T H E R L A N D S YINSON BORONIA: Moody's Alters Outlook on 'Ba1' Rating to Stable U N I T E D K I N G D O M AMPHORA INTERMEDIATE: S&P Withdraws 'SD' Issuer Credit Rating BLACKTHORN FINANCE: Initial Creditors Meeting Set for June 16 DA ONLINE: Opus Restructuring Named as Administrators DEGEN LABS: FRP Advisory Named as Administrators ENGLISH ARCHITECTURAL: Begbies Traynor Named as Administrators FORMULA PLASTICS: FRP Advisory Named as Administrators KYNASTON CONTRACT: Begbies Traynor Named as Administrators MULTI FAB: Begbies Traynor Named as Administrators NORD ANGLIA: $500MM Incremental Loan No Impact on Moody's 'B2' CFR STRATTON LAND (ASH): Quantuma Advisory Named as Administrators TOUCH BIOMETRIX: Marshall Peters Named as Administrators WHEEL BIDCO: Moody's Alters Outlook on 'Caa1' CFR to Stable - - - - - =========== F R A N C E =========== COLISEE GROUP: Moody's Appends 'LD' Designation to 'Ca-PD' PDR -------------------------------------------------------------- Moody's Ratings has appended a limited default (LD) designation to Colisee Group (Colisee or the company)'s probability of default rating, revising it to Ca-PD/LD from Ca-PD. The LD designation will remain in place until the company is no longer in default. There is no change to the company's Caa2 corporate family rating or the ratings on its debt instruments. The outlook is unaffected at negative. The company missed its interest payment due on April 11 of its senior secured bank banking facilities, which was not cured within the 30 business days grace period, which ended on June 03, as defined on its credit agreement. This is considered an event of default under Moody's definitions. Colisee entered into a consensual agreement with a majority of lenders of its senior secured banking facilities to defer its interest payment to support liquidity in the short-term as the company progresses with its turnaround strategy mainly aimed at improving its cost base. Moody's understands the company is working with lenders to reinforce liquidity and address its capital structure, and the agreement to defer interest payment is a first step in this direction. Colisee is the fourth-largest private operator of nursing homes in Europe. The group operated 395 facilities and around 33,400 beds as of end 2024. The group is mainly present in France, Belgium and Spain, but it also has a smaller presence in Italy. Colisee generated net revenue of EUR1,678 million and company-adjusted EBITDA (pre-IFRS16) of EUR106 million in 2024. EQT Infrastructure has owned a controlling stake in Colisee since October 2020. FINANCIERE VOLTA II: S&P Assigns Prelim. 'B' LT ICR, Outlook Stable ------------------------------------------------------------------- S&P Global Ratings assigned its preliminary 'B' long-term issuer credit rating to Financiere Volta II SAS (Lynxeo) and its 'B' issue rating to its proposed EUR320 million senior TLB issued by Financiere Volta. The preliminary recovery rating on the loan is '3', indicating our expectation of about 60% recovery in the event of a payment default. The stable outlook reflects our expectation that Lynxeo's operating performance will improve in the next 12 months thanks to price increases with key customers and stronger demand conditions, sustaining adjusted EBITDA margins at about 10% and debt to EBITDA well below 5x from 2026 onward and representing sound rating headroom at the 'B' level. Private-equity firm Latour Capital is planning to acquire specialty cable manufacturer Lynxeo, a spin-off from France-based cable-maker Nexans S.A., via its holding company Financiere Volta II SAS, in a leveraged buyout transaction. S&P said, "The transaction will be funded by a EUR320 million term loan B (TLB), issued by Financiere Volta SAS, a fully-owned financing subsidiary of Financiere Volta II, and a contribution from Latour Capital that we fully see as equity-like. In addition, we anticipate the company will have EUR40 million cash on hand at closing and access to a EUR70 million committed revolving credit facility (RCF). "The preliminary rating reflects our expectation that Lynxeo will maintain leverage well below 5.0x in 2026 thanks to a rebound in sales and improved profitability. For 2025, we anticipate continued soft demand, due to a delayed recovery in the automation segment following an overall market downturn in 2024, and limited growth in the transport and energy (T&E) Asia-Pacific (APAC) segment after a record year driven by high activity in the shipbuilding and oil and gas (O&G) markets in 2024. We project that sales will decline 3.2% to EUR848 million at current metal prices (or a 0.7% decline at constant metal prices and fixed perimeter excluding sales to Nexans), compared with a 4.6% decline in 2024 (or a 0.4% increase at constant metal prices and fixed perimeter excluding sales to Nexans). Meanwhile, S&P Global Ratings-adjusted EBITDA will remain relatively resilient at EUR70 million-EUR75 million, broadly in line with 2024 levels, thanks to the company's efforts to further improve its customer mix, translating into an adjusted EBITDA margin of 8.6% (8.4% in 2024). This includes some transaction fees and one-off carve-out costs that we treat as expense in our adjusted EBITDA figure, and no negative FX effects. In 2026, we expect top-line expansion of 6.0%-6.5% will be supported by the anticipated upturn in the automation end market, as well as more favorable pricing terms on some key contracts. Along with lower one-off costs, we anticipate this will result in the adjusted EBITDA margin improving to 10%-11% in 2026. We project EBITDA expansion will enable material deleveraging, with adjusted debt to EBITDA expected at 3.7x at year-end 2026 (compared with 4.8x in 2025). "Our rating on Lynxeo is constrained by the group's private equity ownership. Although we forecast that adjusted leverage will be comfortably below 5x from 2026, which compares positively to other private equity-owned rated peers, we also factor into our assessment that the group is owned by a financial sponsor. We estimate the company will have considerable headroom against the financial covenant included in its senior facilities in 2026. We think this could leave headroom for higher debt depending on the financial sponsor's leverage tolerance, for which we do not yet have a track record on, although we understand that it will target to maintain a prudent financial policy. We also think Lynxeo's position as a pure-play cable manufacturer in a highly fragmented market presents acquisition opportunities, to expand the group's presence in other parts of the value chain or higher-growth end markets and regions. Therefore, we cannot rule out potential incremental debt." Although the industrial cables market is fragmented, Lynxeo holds relatively strong positions as a specialty cable manufacturer in its niche markets. The group is one of the top suppliers of specialty cables for rolling stock and railway applications in Europe and China, and for shipbuilding in South Korea. Lynxeo's products are essential for the operations of infrastructure equipment, as these cables underpin power delivery and data transmission, and therefore carry a high cost of operational failure despite generally representing less than 1% of the total equipment cost. The cables are often tailored to specific design requirements. This increases customer retention, as seen with the company's long-term contractual relationships with tenures of over 10 years with key customers, also serving as a barrier to entry. According to management, Lynxeo maintains a significant share of wallet with key equipment manufacturers across its target sectors. Nevertheless, it is a small-scale player compared with larger rated capital goods peers, and it operates within a highly fragmented industry despite its leading position in its niche markets. S&P said, "Our business risk assessment is therefore constrained by the company's narrower product portfolio than larger peers, consisting of a large range of specialty cables; some geographical concentration, as about 60% of the group's revenue in 2024 was from Europe (split across different countries), where we expect growth to remain more subdued than in other regions; and some customer concentration, with the top 10 accounting for about 40% of sales in 2024, comparing negatively with higher-rated peers." The mission-critical nature of Lynxeo's products and end-market diversity mitigates the group's exposure to cyclical industries. Lynxeo manufactures high-performance cables for diverse industrial applications. At the same time, the company derives about 60% of revenue from end markets sensitive to economic cycles and fluctuations in industrial activity, including railways, automation, shipbuilding, and aerospace, meaning that our forecasts include uncertainty. S&P said, "We think this is partially offset by the nondiscretionary and operationally critical role of industrial cables, which should translate into resilient demand. In addition, despite the cyclical nature of its core end markets, we expect diversification across uncorrelated sectors will limit earnings volatility. Increasing industrial electrification and automation, the transition to renewable energy, and an aging population driving health care needs should support long-term demand for Lynxeo." S&P said, "We anticipate the group will maintain relatively stable S&P Global Ratings-adjusted EBITDA margin of about 10% from 2026 onward. We anticipate that Lynxeo will benefit from the full effects of its contract renegotiations in 2026, so margins will materially improve to above 10% from 8.6% expected in 2025 (8.4% in 2024). We notably expect that Lynxeo will continue to achieve solid operating margins within its aerospace and medical division and in its T&E European division. This, coupled with an improved operating environment in the automation division, should play a key role in driving revenue and EBITDA expansion. The company makes use of automatic pass-through mechanisms for copper prices, thus fully neutralizing the impact of metal price fluctuations on the margins. At the same time, FX gains and losses could cause some margin volatility. We view FX gains and losses as operational and include it in our EBITDA calculation because they arise from FX derivatives used to hedge commercial transactions, including on copper volumes typically settled in U.S dollars. "We expect Lynxeo's free operating cash flow (FOCF) to remain consistently positive from 2026, thanks to lower one-off expenses and improving profitability, although capital expenditure (capex) will remain relatively high over the next three years. In 2025, we forecast modestly negative FOCF, mainly constrained by nonrecurring expense, including IT-related capex, and a temporary working capital buildup of EUR30 million, driven by the one-off effect of shorter payment terms with Korean suppliers than in the historical period. The company absorbed the impact in early 2025 before the closing of Latour Capital's investment. For 2026, we anticipate that the company's FOCF will turn positive, supported by expanding margins and working capital needs moderating to about EUR15 million per year. Capex requirements will increase as the company plans to invest in production automation and in its IT transformation following the separation from Nexans, with estimated total IT-related capex amounting to EUR22.5 million over 2025-2027. Therefore, we project the capex-to-sales ratio will temporarily increase to 3%-4%, from 1.3% in 2024. "We treat the proposed convertible bonds (CBs) subscribed by financial sponsor Latour Capital as equity-like, in application of our controlling shareholders financing criteria. This is because the CBs will bear a payment-in-kind interest and have a maturity date later than that the senior debt. CB holders are subordinated in all rights to senior debt under the terms of the intercreditor and senior facilities agreements. The documentation of the CBs includes an early redemption clause for the CB holders but this could only be exercised if Lynxeo is in a distressed or default-like situation (corporate filing or equivalent), or its capital structure is being refinanced (IPO, merger, or change in control). In both circumstances, we would reevaluate the issuer credit rating. In addition, the senior facility agreement's permitted payments could result in a limited amount of cash returned to CB holders or any other junior creditors, equivalent to a maximum of EUR20 million or c. 25% of covenant EBITDA (which we estimate could mean only up to EUR20 million-EUR30 million returned anytime). Permitted payments are also capped by a leverage test, with covenant net debt to EBITDA to remain below 2.75x in case of debt-funded payment or 3.25x in case of cash-funded distribution. As a result, we view limited risk of material releveraging from the CB terms and debt documentation. In addition to its contribution via the CB instruments, Latour Capital will also provide common equity as part of the transaction. "The final rating will depend on our receipt and satisfactory review of all final transaction documentation. Accordingly, the preliminary rating should not be construed as evidence of a final rating. If we do not receive the final documentation within a reasonable time frame or if the final documentation departs from the materials reviewed, we reserve the right to withdraw or revise our preliminary rating. Potential changes include the key terms of the convertible bond, the size of the term loan and the RCF, the use of proceeds, maturity, conditions of the financing, financial and other covenants, security, and ranking. "The stable outlook reflects our expectation that Lynxeo's operating performance will improve in the next 12 months thanks to price increases with key customers and demand improvement sustaining S&P Global Ratings-adjusted margins at about 10% from 2026 onward. As a result, we expect that the group's S&P Global Ratings-adjusted debt to EBITDA ratio will improve well below 5x by 2026, and that its FOCF will remain consistently positive from 2026, while its FFO cash interest coverage will remain materially above 2.5x." S&P could lower the rating if: -- Lynxeo's debt to EBITDA exceeds 5.5x with no prospect of swift recovery, due to weaker-than-anticipated operating performance related to either protracted market weaknesses or cost overruns, or in case of material debt-funded acquisitions or dividend distributions; -- FOCF turns negative with no prospect of rapid recovery; or -- FFO cash interest coverage deteriorates sustainably below 2.0x. S&P sees limited rating upside in the next two years considering the smaller scale and scope of Lynxeo than higher-rated peers. Nevertheless, it could raise the rating if: -- Lynxeo substantially improves its revenue base and end-market exposure while improving its margin and cash conversion profile, reaching a level comfortably in the low-teens under any market circumstances; -- Debt to EBITDA improves and remains consistently at around 4.0x under any market condition, supported by a commensurate financial policy and disciplined track record of low leverage; and -- Its FFO cash interest coverage remains sustainably above 3.0x. =================== L U X E M B O U R G =================== BERING III SARL: Moody's Withdraws 'Caa1' Corporate Family Rating ----------------------------------------------------------------- Moody's Ratings has withdrawn all the ratings of Bering III S.a r.l. (Iberconsa or the company), including the Caa1 long-term corporate family rating, the Caa1-PD probability of default rating, the Caa1 rating on the EUR291.82 million senior secured first lien term loan B (B1 & B2) facility due in November 2027 and to the EUR50.62 million senior secured revolving credit facility (RCF) due in May 2027. At the time of withdrawal, the outlook was stable. RATINGS RATIONALE Moody's have decided to withdraw the rating(s) following a review of the issuer's request to withdraw its rating(s). Bering III S.a r.l., is the holding company of Grupo Iberica de Congelados, S.A.U., a vertically integrated company incorporated in Spain, whose main activity is to catch, process and distribute frozen hake, shrimp and illex squid. ===================== N E T H E R L A N D S ===================== YINSON BORONIA: Moody's Alters Outlook on 'Ba1' Rating to Stable ---------------------------------------------------------------- Moody's Ratings has changed to stable from positive the outlook of Yinson Boronia Production B.V. (Yinson Boronia). At the same time, the Ba1 senior secured rating was affirmed. The rating action follows Moody's change in outlook assigned Petroleo Brasileiro S.A. PETROBRAS (Petrobras) to stable from positive, on June 2, 2025. RATINGS RATIONALE RATIONALE FOR STABLE OUTLOOK The change in the outlook to stable reflects the stable outlook on Petrobras and speaks to the credit linkages between the two entities. Yinson Boronia's rating is currently constrained by the credit quality of Petrobras, the sole project offtaker for the charter and service agreement. The stable outlook further incorporates Moody's views that the project's financial profile will remain strong over the next 12-18 months, with a legal Debt Service Coverage Ratio (DSCR) around 1.3x. RATIONALE FOR RATING AFFIRMATION The Ba1 rating reflects the fully contracted revenue profile of the issuer with Petrobras (Ba1 stable) throughout the debt term, pursuant a 25-year charter and services agreements which provide for a stable and predictable availability-based revenue stream. It also considers the contractual structure that entails limited volatility on cash flows with regular interruptions in production for maintenance, and Moody's expectations of good availability of the vessel, leading to debt-service coverage ratio that averages 1.26x, with a minimum of 1.22x, over the life of the transaction. From first oil in May 2023 to March 2025 the Floating Production Storage and Offloading (FPSO) Anna Nery's average commercial uptime was 98.3%. The rating further factors the high importance of the FPSO for Petrobras. The sponsors' profile with willingness to provide additional financial support, if needed, is also an important credit consideration. The rating is directly limited to Petrobras' credit quality, the sole project offtaker for the charter and service agreement. Notably, sovereign linkages also exist mainly through Brazil's regulatory framework, set by the Petroleum National Agency (ANP), and therefore exposure to interference of the Government of Brazil (Brazil, Ba1 stable) given its operation in Brazilian waters. The relevance of the FPSO to Petrobras' revenue stream combined with the substantial royalty and tax generation of the oil field provide an alignment on the economic interests mitigating corporate and sovereign risks. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATING The rating could be upgraded if Petrobras' rating is upgraded. An upgrade would also require Yinson Boronia to demonstrate stable operating performance in line or above Moody's base case scenario. The rating could be downgraded if uptime performance deteriorates or operating costs increase substantially, such that DSCRs approach 1.15x. A rating downgrade would also be triggered upon a similar action on the ratings of Petrobras or a multi-notch downgrade of the Government of Brazil. The principal methodology used in this rating was Generic Project Finance published in October 2024. =========================== U N I T E D K I N G D O M =========================== AMPHORA INTERMEDIATE: S&P Withdraws 'SD' Issuer Credit Rating ------------------------------------------------------------- S&P Global Ratings withdrew its 'SD' issuer credit ratings on Amphora Intermediate II Ltd (Accolade Wines) at the company's request, following the discharge of its debt. S&P also withdrew its 'D' issue rating on the GBP301 million term loan B issued by Amphora Finance Ltd. This follows the discharge of the debt on April 24, 2025. BLACKTHORN FINANCE: Initial Creditors Meeting Set for June 16 ------------------------------------------------------------- An initial meeting of customers and creditors in the administration proceedings of Blackthorn Finance Ltd will be held on June 16, 2025, at 10:30 a.m. at the offices of S&W Partners LLP, at 45 Gresham Street, London, EC2V 7BG. Registration will commence from 09:45 a.m. to ensure a prompt start to proceedings. The meeting is an initial customers and creditors meeting in accordance with The Payment and Electronic Money Institution Insolvency (England and Wales) Rules 2021 and under Paragraph 51 of Schedule B1 to the Insolvency Act 1986 ("the Schedule") (as amended). A proxy form should be completed and returned to me by 12 noon on June 13, 2025 if one cannot attend and wish to be represented. In order to be entitled to vote at the meeting, in accordance with Rule 69 of the Payment and Electronic Money Institution Insolvency (England and Wales) Rules 2021 ("the Rules"), a creditor must give to the administrator, not later than 12 noon on June 13, 2025, details in writing of its claim (if not already done so). Blackthorn Finance Ltd was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Insolvency & Companies List (ChD) Court Number: CR-2025-002375 on April 14, 2025. Philip Hemming and Adam Henry Stephens and Kevin Ley of S&W Partners LLP were appointed as joint administrators on April 14, 2025. The Company's registered office is at S&W Partners LLP, 45 Gresham Street, London EC2V 7BG Its principal trading address is at Unit 8, 74 Back Church Lane, London, E1 1LX The joint special administrators can be reached at: Philip Hemming Adam Henry Stephens Kevin Ley S&W Partners LLP 45 Gresham Street London, EC2V 7BG For further details, contact: The Joint Special Administrators Email: blackthorn.finance@swgroup.com Tel No: 020 7397 2594 Alternative Contact: Katya Daniels Tel: 020 4617 5501 DA ONLINE: Opus Restructuring Named as Administrators ----------------------------------------------------- DA Online Sales Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Court Number: CR-2025-3709, and Paul Michael Davies and Timothy John Edward Dolder of Opus Restructuring LLP were appointed as administrators on May 30, 2025. DA Online was involved in other retail sale in non-specialised stores/converting commercial property into residential. Its registered office and principal trading address is at New Burlington House, 1075 Finchley Road, London, NW11 0PU. The joint administrators can be reached at: Paul Michael Davis Timothy John Edward Dolder Opus Restructuring LLP 322 High Holborn London WC1V 7PB For further details, contact: The Joint Administrators Tel No: 020 3326 6454 Alternative contact: Akash Thawani Email: akash.thawani@opusllp.com DEGEN LABS: FRP Advisory Named as Administrators ------------------------------------------------ Degen Labs Ltd was placed into administration proceedings in the High Court of Justice, Business & Property Courts at Leeds Insolvency & Companies List (ChD), Court Number: CR-2025-LDS-000548, and Kelly Burton and Emma Dowd of FRP Advisory Trading Limited were appointed as administrators on June 2, 2025. Degen Labs engaged in technology software company and alcohol distillery. Its registered office is at 114a Church Road, Church Road, Hove, BN3 2EB in the process of being changed to C/O FRP Advisory Trading Limited, The Manor House, 260 Ecclesall Road South, Sheffield, S11 9PS Its principal trading address is at Suites 4 & 5, Brightwire House, 114a Church Road, Hove, East Sussex, BN3 2EB The joint administrators can be reached at: Kelly Burton Emma Dowd FRP Advisory Trading Limited The Manor House 260 Ecclesall Road South Sheffield, S11 9PS For further details, contact: The Joint Administrators Tel No: 01142356780 Alternative contact: Daniel Grubb Email: cp.sheffield@frpadvisory.com ENGLISH ARCHITECTURAL: Begbies Traynor Named as Administrators -------------------------------------------------------------- English Architectural Glazing Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts in Leeds, Court Number: CR-2025-000528, and Robert Ferne and Jeremy Karr of Begbies Traynor (London) LLP were appointed as administrators on May 30, 2025. English Architectural is into manufacturing. Its registered office is at Chiswick Avenue, Mildenhall, Suffolk, IP28 7AY. The joint administrators can be reached at: Jeremy Karr Robert Ferne Begbies Traynor (London) LLP 31st Floor, 40 Bank Street, London, E14 5NR Any person who requires further information may contact: Boyd Yeung Begbies Traynor (London) LLP E-mail: boyd.yeung@btguk.com Tel No: 020 7516 1500 FORMULA PLASTICS: FRP Advisory Named as Administrators ------------------------------------------------------ Formula Plastics Limited was placed into administration proceedings In the High Court of Justice Business and Property Courts in Newcastle-upon-Tyne, Court Number: CR-2025-NCL-000065, and Allan Kelly and Shaun Hudson of FRP Advisory Trading Limited were appointed as administrators on June 2, 2025. Formula Plastics is a manufacturer of other plastic products. Its registered office is at 20 The Broadway, Tynemouth, North Shields, Tyne & Wear, NE30 2LF in the process of being changed to Suite 5, 2nd Floor Bulman House, Regent Centre, Gosforth, Newcastle Upon Tyne, NE3 3LS Its principal trading address is at Aycliffe Business Park, I E S Centre, Horndale Avenue, Newton Aycliffe, DL5 6DS The joint administrators can be reached at: Allan Kelly Shaun Hudson FRP Advisory Trading Limited Suite 5, 2nd Floor, Bulman House Regent Centre Newcastle Upon Tyne NE3 3LS For further details, contact: The Joint Administrators Tel No: 0191 605 3737 Alternative contact: Georgia Foster Email: cp.newcastle@frpadvisory.com KYNASTON CONTRACT: Begbies Traynor Named as Administrators ---------------------------------------------------------- Kynaston Contract Services Ltd was placed into administration proceedings in the High Court of Justice, Business and Property Courts in Birmingham, Insolvency and Companies List (ChD), Court Number: CR-2025-BHM-000249, and Joanne Louise Hammond and Robert Dymond of Begbies Traynor (Central) LLP were appointed as administrators on June 6, 2025. Kynaston Contract engaged in the development of building projects. Its registered office is at Unit C11, Tweedale Industrial Estate, TF7 4JR. The joint administrators can be reached at: Robert Dymond Joanne Louise Hammond Begbies Traynor (Central) LLP 3rd Floor, Westfield House 60 Charter Row Sheffield S1 3FZ For further details, contact: Ben Kingham Begbies Traynor (Central) LLP E-mail: Sheffield.North@btguk.com Tel No: 0114 2755033 MULTI FAB: Begbies Traynor Named as Administrators -------------------------------------------------- Multi Fab Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts in Leeds, Court Number: CR-2025-000529, and Robert Ferne and Jeremy Karr of Begbies Traynor (London) LLP were appointed as administrators on May 30, 2025. Multi Fab is into manufacturing. Its registered office is at Chiswick Avenue, Mildenhall, Bury St Edmunds, Suffolk, IP28 7AY. The joint administrators can be reached at: Robert Ferne Jeremy Karr Begbies Traynor (London) LLP 31st Floor, 40 Bank Street, London, E14 5NR Any person who requires further information may contact: Boyd Yeung Begbies Traynor (London) LLP E-mail: boyd.yeung@btguk.com Tel No: 020 7516 1500 NORD ANGLIA: $500MM Incremental Loan No Impact on Moody's 'B2' CFR ------------------------------------------------------------------ Moody's Ratings reports that on June 03, 2025 Nord Anglia Education, Inc (Nord Anglia, or the company) launched incremental term loans of approximately $500 million. The incremental term loans represent a fully fungible add-on to the existing backed senior secured first-lien term loan B due 2032 issued by the company's subsidiary Fugue Finance LLC. The company's ratings are unaffected by the proposed transaction, including its B2 long term corporate family rating and B2-PD probability of default rating. The B2 instrument ratings of the existing first-lien facilities are also unaffected, including: (1) the EUR1,515 million guaranteed senior secured first-lien term loan B due 2032 borrowed by Fugue Finance B.V; (2) the $1,992 million backed senior secured first-lien term loan B due 2032 borrowed by Fugue Finance LLC; and (3) the $545 million guaranteed senior secured first-lien multi-currency revolving credit facility (RCF) due 2031 co-borrowed by Fugue Finance B.V. and Fugue Finance LLC. The positive outlook on all entities is also unaffected. The new loan will be used for general corporate purposes including for the funding of future acquisitions and repaying the RCF. Nord Anglia has maintained a solid operating performance in the year to date (six months ended February 2025), with total revenue up 13% in constant currencies, high single digit organic revenue growth, and increasing underlying margins. Leverage remains high at 7.0x on a Moody's-adjusted basis as at February 2025, in line with Moody's expectations. Moody's expects the transaction to have a small releveraging impact on a gross basis, although Moody's expects deleveraging to continue through further organic growth over the next 12 to 18 months. The proposed transaction slightly weakens the company's credit profile as it signals continued appetite to raise debt and slow the pace of deleveraging. However operating performance remains strong, Nord Anglia's credit profile is solid, and the incremental debt is relatively limited. Any further significant incremental debt raise or slowdown in performance could lead to a stabilisation of the outlook. The ratings reflect (1) Nord Anglia's leading position as one of the largest operators in the fragmented K-12 education market, with a geographically diversified portfolio of schools around the world and a focus on the premium segment; (2) a high degree of revenue and cash flow visibility from committed student enrollments and upfront fee collection; (3) the barriers to entry through regulation, brand reputation and a purpose-built real estate portfolio; and (4) the company's very good liquidity profile. Conversely, the CFR is constrained by (1) Nord Anglia's financial policy with a tolerance for high financial leverage; (2) the moderate free cash flow generation and relatively weak interest coverage; (3) its reliance on its academic reputation and brand quality in a regulated environment; and (4) the company's exposure to evolving regulatory and economic environments in emerging markets. LIQUIDITY Moody's considers Nord Anglia's liquidity to be very good. On February 28, 2025, the company had $501 million of cash on balance sheet and around $419 million undrawn availability under its $545 million RCF due in 2031. The proposed transaction will increase total liquidity by a further $500 million. RATING OUTLOOK The positive outlook reflects Moody's expectations that Nord Anglia will continue to achieve good organic revenue growth through growing student numbers and fee increases ahead of cost inflation, resulting in rapid deleveraging. The outlook further assumes that the company will adhere to a more balanced financial policy with a focus on deleveraging and future acquisitions will be predominantly financed through excess cash generated. The outlook could be changed back to stable if Nord Anglia continues to raise additional debt to fund larger acquisitions or distributions to shareholders and credit metrics fail to improve as a result. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the rating could occur if Nord Anglia's Moody's-adjusted Debt/EBITDA sustainably decreases towards 6.0x, Moody's-adjusted EBITA/Interest sustainably increases towards 2.0x, Moody's-adjusted Free Cash Flow/Debt is sustained above 5%, and liquidity remains very good. Downward pressure on the rating could develop if Nord Anglia's Moody's-adjusted Debt/EBITDA sustainably increases above 7.0x, Moody's-adjusted EBITA/Interest remains below 1.5x, Moody's-adjusted Free Cash Flow turns negative, or liquidity deteriorates. Any material negative impact from a change in any of the schools' regulatory approval status could also lead to a downgrade. CORPORATE PROFILE Nord Anglia is headquartered in London and operates more than 80+ international premium schools in 34 countries across Asia, Europe, the Middle East, and North and South America, with over 84,000 students ranging in level from preschool through secondary school. Nord Anglia also provides outsourced education and training contracts with governments and curriculum products through its Learning Services division. During the financial year ended August 2024, Nord Anglia generated revenue of around $2.1 billion. The company is owned by a consortium led by EQT, CPP Investments and Neuberger Berman, amongst others. STRATTON LAND (ASH): Quantuma Advisory Named as Administrators -------------------------------------------------------------- Stratton Land (Ash) Limited was placed into administration proceedings in the High Court of Justice Business and Property Courts of England and Wales, Court Number: CR-2025-003758, and Michael Kiely and Andrew Andronikou of Quantuma Advisory Limited were appointed as administrators on June 2, 2025. Stratton Land (Ash) is into the development of building projects. Its registered office is at 3 Cedar Court, Tiverton Business Park, Tiverton, EX16 6GT and it is in the process of being changed to c/o Quantuma Advisory Limited, 7th Floor, 20 St Andrew Street, London, EC4A 3AG Its principal trading address is at 3 Cedar Court, Tiverton Business Park, Tiverton, EX16 6GT The joint administrators can be reached at: Michael Kiely Andrew Andronikou Quantuma Advisory Limited 7th Floor, 20 St. Andrew Street London, EC4A 3AG For further details, contact: Ellie Knapp Tel No: 020 3856 6720 Email: Ellie.Knapp@quantuma.com TOUCH BIOMETRIX: Marshall Peters Named as Administrators -------------------------------------------------------- Touch Biometrix Limited was placed into administration proceedings in the The Business and Property Courts in Manchester, No CR-MAN-000773 of 2025, and Paul Palmer of Marshall Peters was appointed as administrators on May 30, 2025. Touch Biometrix is a manufacturer of electronic components. Its registered office and principal trading address is at Optic Technium Fford William Morgan, St Asaph Business Park, St Asaph, LL17 0JD. The joint administrators can be reached at: Paul Palmer Marshall Peters Bartle House Oxford Court Manchester M2 3WQ Tel No: 0161 914 9255 Further details contact: Emily Whaley Marshall Peters Tel No: 0161 914 9261 Email: EmilyWhaley@marshallpeters.co.uk Bartle House, Oxford Court Manchester, M2 3WQ WHEEL BIDCO: Moody's Alters Outlook on 'Caa1' CFR to Stable ----------------------------------------------------------- Moody's Ratings has affirmed the long-term corporate family rating of Wheel Bidco Limited (PizzaExpress or the company) at Caa1 and the probability of default rating at Caa1-PD. Concurrently, Moody's have affirmed the Caa1 rating of the company's extended GBP280 million backed senior secured notes and assigned a B1 rating to its extended GBP24.75 million super senior secured revolving credit facility (RCF). The outlook has been changed to stable from negative. RATINGS RATIONALE The rating action follows the completion of PizzaExpress' capital restructuring and is driven by Moody's expectations that the company's strategic initiatives will support a stabilisation in its operating performance over the next 12-18 months. On May 28, PizzaExpress redeemed GBP55 million of its GBP335 million backed senior secured notes, financed through a GBP20 million equity contribution from shareholders and GBP35 million in cash on the balance sheet. The company also extended the maturity of the remaining GBP280 million notes to September 2029 from July 2026 and increased the coupon rate to 9.875% from the previous 6.75%. The transaction has strengthened PizzaExpress' balance sheet and eliminated refinancing needs until 2029, a credit positive. However, the company continues to carry a high level of debt and its annual interest expenses will increase by GBP5 million, which will continue to weigh on interest coverage and free cash flow generation. PizzaExpress' operating performance was weak in 2024, with a 5.9% decline in like-for-like covers compared to 2023, leading to a 3.0% drop in like-for-like revenue and a 5.5% reduction in the company-adjusted EBITDA (pre-IFRS16) to GBP49 million. However, the company reported a recovery in sales since the start of 2025, with a 1.3% increase in like-for-like revenue in the first two months. In addition, PizzaExpress has launched several strategic initiatives, including promotional programmes, partnerships, contract renegotiations and labour efficiencies. Moody's anticipates that these initiatives will help mitigate some industry headwinds and lead to a recovery in EBITDA growth over the next 12-18 months, albeit relatively small. As a result, Moody's expects that PizzaExpress' Moody's-adjusted EBIT/Interest Expense will stay below or close to 1.0x over the next 12-18 months, with Free Cash Flow/Debt ranging between 0.5-1%. Nevertheless, recovery prospects are uncertain due to the highly competitive market for casual dining operators in the UK and still weak consumer confidence. In addition, downside risks to Moody's forecasts of improving EBITDA could arise if the company's strategic initiatives do not successfully offset the impact of the increased national insurance contributions and national living wage, which are expected to cost the company GBP12 million annually starting in April 2025. Despite these challenges, PizzaExpress' Caa1 CFR is supported by the company's long-established brand, scale and clear positioning in the casual dining segment; some diversification through its delivery business; and adequate liquidity. ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS Governance considerations are relevant to PizzaExpress' credit quality. The company's financial strategy continues to be aggressive and it maintains a high debt level, even after the recent capital restructuring, which weighs on its interest coverage and free cash flow generation. LIQUIDITY PizzaExpress has adequate liquidity, supported by GBP25 million in cash following its capital restructuring, in addition to GBP24.75 million of available capacity under its senior secured RCF, which has been extended to 2029. The RCF is subject to a leverage covenant, under which Moody's anticipates the company will have significant headroom. STRUCTURAL CONSIDERATIONS The RCF's priority right of repayment in the event of a default, coupled with its relatively modest size, drives the three-notch uplift to its B1 rating compared with the Caa1 CFR and the rating of the backed senior secured notes. RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects Moody's expectations that PizzaExpress will successfully mitigate the impact of rising labour costs and increased interest expenses following its capital restructuring, resulting in a slow recovery in Moody's-adjusted EBITDA growth over the next 12-18 months and positive free cash flow generation. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS Upward pressure on the ratings could result from: a sustained improvement in operating performance, including growth in like-for-like sales and EBITDA, such that Moody's-adjusted EBIT/Interest Expense increases above 1x on a sustained basis; and the maintenance of an adequate liquidity profile and sustained positive free cash flow generation. Downward pressure on the ratings could result from: a persistent decline in EBITDA margins and prolonged contraction in like-for-like sales, leading to a deterioration in EBIT/Interest Expense; or a significant weakening in liquidity. PRINCIPAL METHODOLOGY The principal methodology used in these ratings was Restaurants published in August 2021. CORPORATE PROFILE PizzaExpress is among the largest operators in the UK casual dining sector by number of restaurants, with 360 locations across the UK and Ireland, 24 directly operated international restaurants and 78 franchise-operated international restaurants. The company also maintains a licensed retail business. In 2024, PizzaExpress reported revenue of GBP442 million and EBITDA (pre-IFRS 16) of GBP49 million. Founded in 1965, PizzaExpress' three largest shareholders, Bain Capital Credit, LP, Cyrus Capital Partners and Glendon Opportunities, collectively hold a 61% stake in the company. ********* 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 2025. 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. 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