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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, October 5, 2022, Vol. 23, No. 193

                           Headlines



A U S T R I A

SCHUR FLEXIBLES: Moody's Ups CFR to Caa2 & Alters Outlook to Pos.


F R A N C E

COMPACT BIDCO: Moody's Cuts CFR to B3 & Gtd. Secured Notes to Caa1
COOKIE INTERMEDIATE II: Moody's Cuts CFR to Caa1, Outlook Negative
STAN HOLDING: Moody's Lowers CFR & Senior Secured Debt to B2


G E R M A N Y

REVOCAR 2022 UG: Moody's Assigns Ba2 Rating to EUR6.5MM D Notes


I R E L A N D

JUBILEE CLO 2017-XIX: Moody's Affirms B2 Rating on Class F Notes


I T A L Y

FABBRICA ITALIANA: Moody's Alters Outlook on 'B3' CFR to Negative


N O R W A Y

AXACTOR ASA: Moody's Affirms 'B1' CFR, Outlook Remains Positive


S P A I N

AUTONORIA SPAIN 2022: Moody's Assigns Ba3 Rating to EUR9MM F Notes


U N I T E D   K I N G D O M

CONSTELLATION AUTOMOTIVE: Moody's Alters Outlook on B3 CFR to Neg.
HOUSE CROWD: Administration Process to Take Longer than Expected
L1R HB FINANCE: Moody's Lowers CFR & Senior Secured Debt to Caa3
RE ACTIVE: Out-of-Court Administration Appointment Valid
SPEEDCLAD: Caddick Construction Acquires Speedpanel Business

TRANSFORM HOSPITAL: On Verge of Administration After Takeover
WASPS: Files Second Notice of Intention to Appoint Administrators
WORCESTER WARRIORS: Expects Gallagher Premiership Suspension

                           - - - - -


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A U S T R I A
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SCHUR FLEXIBLES: Moody's Ups CFR to Caa2 & Alters Outlook to Pos.
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Moody's Investors Service has upgraded to Caa2 from Ca the
corporate family rating of Schur Flexibles GmbH (Schur Flexibles or
the company), and to Caa2-PD/LD from Ca-PD its probability of
default rating. Schur Flexibles is a German flexible plastic
packaging manufacturer. The "/LD" designation on the PDR reflects a
limited default assignment by Moody's because the recently
completed debt restructuring, which resulted in a material
reduction of the company's backed senior secured bank credit
facilities and significant losses for its lenders, is considered by
Moody's a distressed exchange, a form of default under the rating
agency's definition. The "/LD" indicator will be removed after
three business days.

Concurrently, Moody's has assigned a B3 rating to the EUR168
million guaranteed senior secured term loan, which includes EUR8
million OID fees, (Liquidity Facility) due 2026 co-borrowed by
Schur Flexibles GmbH and Schur Flexibles Holding GesmbH and a Caa3
rating to the EUR147.04 million backed senior secured term loan
(Take-Back-Debt) due 2027 borrowed by Schur Flexibles. The outlook
was changed to positive from negative.

The Ca ratings on the existing EUR475 million backed senior secured
term loan B and on the EUR100 million backed senior secured
revolving credit facility (RCF) will be withdrawn at closing of the
debt restructuring.

"Moody's have upgraded Schur Flexibles's CFR to Caa2 following the
completion of the lender-led debt restructuring, which has
significantly reduced its financial leverage and improved its
liquidity profile", says Donatella Maso, Moody's VP – Senior
Credit Officer and lead analyst for Schur Flexibles.

"The positive outlook reflects Moody's view that the ratings could
be further upgraded if Schur Flexible demonstrates its ability to
deliver future gains in its Moody's adjusted EBITDA and EBITDA
margin, and to improve its free cash flow (FCF) generation to
ensure the sustainability of its new capital structure", added Ms.
Maso.

RATINGS RATIONALE

Schur Flexibles's Caa2 CFR reflects its weak credit metrics despite
the successful completion of the lender-led debt restructuring that
has reduced the company's total outstanding gross debt by
approximately 41% and improved its liquidity profile. The weak
metrics include its high financial leverage at around 9-10x
expected for 2022, measured as Moody's adjusted Debt/EBITDA, an
EBIT/ interest coverage below 1.0x and negative FCF expected over
the next 12 to 18 months.

The positive outlook reflects Moody's expectation that,
post-restructuring, the company should be able to gradually improve
those metrics by increasing its EBITDA and EBITDA margin from the
2021 trough with price increases, operating costs reduction, and
synergies from footprint optimization. At the same time, Moody's
cautions that the expected improvement in EBITDA remains exposed to
multiple risks such as high cost inflation, supply chain
disruption, and potential gas supply shortages.

Schur Flexibles's EBITDA, adjusted for EUR58 million of one-off
costs primarily related to the debt restructuring process and after
deducting EUR16 million of capitalized development costs, is
expected to be around EUR45 million in 2022. Moody's notes that
company's EBITDA will need to increase to at least around EUR65-70
million to cover basic operating cash needs and to service its
interest costs, and it expects that this level of EBITDA will not
be achieved before 2025. As a result, Schur Flexibles will likely
draw the remaining EUR50 million of its Liquidity Facility over the
next two years to compensate for the negative FCF, thus delaying
the deleveraging profile.

Schur Flexbiles's Caa2 rating is also constrained by the company's
limited geographic focus and lower profitability compared to its
global rated peers in the context of the highly fragmented and
competitive nature of the plastic packaging industry. The rating
also reflects the exposure to fluctuations in raw material prices,
mainly plastic resins, albeit this is somewhat mitigated by the
fact most contracts are based on spot prices and by the company's
vertical integration into polymer sourcing; and the risk of volume
pressure over the medium term because of sustainability targets of
regulators and customers. While the company serves stable
end-markets such as food, pharma and tobacco, these equally present
low growth potential.

Conversely, the Caa2 rating remain supported by Schur Flexbiles's
attractive market position as a vertically integrated pan-European
company with a range of in-house capabilities along the value chain
including a polymer sourcing division and moderately diversified
customer base. The company focuses on SMEs and benefits from a
broad footprint both in Western and Eastern Europe in proximity to
its clients, which allows it to deliver small batches at short lead
times.

LIQUIDITY

Moody's views Schur Flexibles's liquidity profile as adequate for
the next 12 to 18 months but it could deteriorate if the company
does not deliver the expected EBITDA growth and improve its FCF
generation. Pro forma for the debt restructuring, the company will
have EUR19 million of cash; EUR50 million availability under its
EUR168 million Liquidity Facility until September 2024; access to
certain non-recourse factoring arrangements and no material debt
amortization until 2026 when the Liquidity Facility falls due.

Under the provisions of the Liquidity Facility's agreement, the
company has to maintain a minimum liquidity of EUR17 million at the
end of each month and from June 2024, a maximum net leverage of
6.0x, to be tested on a quarterly basis. Moody's expects Schur
Flexibles to comply with these requirements.

STRUCTURAL CONSIDERATIONS

The CFR is at the German entity Schur Flexibles GmbH, the top
entity of the restricted group. However, the entity providing
consolidated audited financial statements on a go forward basis
will be the Austrian entity Schur Flexibles Holding GesmbH (SF
Holding). The Caa2 rating reflects, among other things, Moody's
expectation that there will not be material differences between the
financial statements of Schur Flexibles and those of SF Holding,
other than the rated debt. In the absence of an ongoing obligation
to provide an audited reconciliation between the financial position
of Schur Flexibles and SF Holding, the rating is based on the
expectation that Moody's will receive audited standalone audited
financial statements for Schur Flexibles.

The company's PDR of Caa2-PD/LD is in line with the CFR reflecting
Moody's assumption of a 50% family recovery rate as customary for
an all loan capital structure and the presence of one financial
covenant until June 2024. The B3 instrument rating assigned to the
EUR168 million Liquidity Facility due 2026 reflects its first
priority ranking upon enforcement relatively to most debt in the
capital structure including the EUR147.04 million Take-Back-Debt
due 2027, rated at Caa3.

Both Liquidity Facility and Take-Back-Debt are secured by pledges
over shares and assets including bank accounts, receivables and
real estate and are guaranteed by material subsidiaries
representing not less than 75% of the group EBITDA.

RATIONALE FOR THE POSITIVE OUTLOOK

The positive outlook incorporates Moody's expectations that the
company's operating performance will recover over time, resulting
in an improvement in its credit metrics towards more sustainable
levels. The positive outlook also assumes that the company will not
lose any material customer, it will not engage in material
debt-funded acquisitions or shareholder distributions and there
will be no materially adverse regulatory measures affecting the
company within the rating horizon.

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

A further upgrade of Schur Flexibles's ratings could occur if the
company delivers sustained EBITDA and EBITDA margin growth
resulting in progressive deleveraging, and improved FCF and
liquidity.

Downward pressure on the ratings could arise if the company fails
to improve its EBITDA, resulting in a further deterioration in its
credit metrics and liquidity, and signs that a further debt
restructuring may be likely.

LIST OF AFFECTED RATINGS

Upgrades:

Issuer: Schur Flexibles GmbH

Probability of Default Rating, Upgraded to Caa2-PD/LD from Ca-PD

LT Corporate Family Rating, Upgraded to Caa2 from Ca

Assignments:

Issuer: Schur Flexibles GmbH

BACKED Senior Secured Bank Credit Facility, Assigned Caa3

Senior Secured Bank Credit Facility, Assigned B3

Outlook Actions:

Issuer: Schur Flexibles GmbH

Outlook, Changed To Positive From Negative

PRINCIPAL METHODOLOGY

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

COMPANY PROFILE

Schur Flexibles GmbH is the parent company of the Austrian-based
manufacturer of flexible packaging products. The company
predominantly serves customers from food (for example,
confectionery, protein and cheese), tobacco, toiletries and pharma
industries. It operates 22 production sites across 11 European
countries with more than 2,000 employees. In 2021, Schur Flexibles
generated revenue of approximately EUR652 million. Following the
completion of the debt restructuring, Schur Flexibles is owned by
its lenders.




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F R A N C E
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COMPACT BIDCO: Moody's Cuts CFR to B3 & Gtd. Secured Notes to Caa1
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Moody's Investors Service has downgraded the corporate family
rating of Compact Bidco BV to B3 from B2, the probability of
default rating to B3-PD from B2-PD and the instrument rating on its
EUR300 million guaranteed senior secured notes due 2026 to Caa1
from B3. Compact Bidco BV is a holding company of the European
producer of precast concrete building solutions Consolis Group SAS
(Consolis). The outlook on all ratings remains negative.

RATINGS RATIONALE

Consolis profitability continued to remain subdued and below
Moody's expectations in the first half of 2022. Along with the
recently arranged EUR30 million term facility, the EUR57 million
drawdown under the EUR75 million revolving credit facility (RCF)
and the higher factoring amount this has resulted in Moody's
adjusted gross leverage of around 8x and an interest coverage ratio
of below 1.0x at the end of H1 2022. While the typical positive
seasonality in the second half of the year with a working capital
release in Q4 should allow a partial repayment of the RCF by the
year-end, the gross leverage will in Moody's view remain above 7x
and with that well above Moody's requirements for a rating in the
single-B rating category.

While Moody's expect a gradual performance recovery over the next
months, as a consequence of improved price-setting agreements and a
softening of raw material prices, Moody's believe that the earnings
recovery in 2023 will be much more gradual compared to Moody's
previous expectations, challenged by a slowdown in the economic
activity. Higher mortgage rates due to central banks' aggressive
monetary tightening to combat inflation, reduced disposable income
and high uncertainty is especially troublesome for residential
new-build construction, but will also likely affect non-residential
new-build construction with a certain time-lag. Consolis' order
intake has already visibly weakened in Q2 2022 and the book-to-bill
ratio declined to 0.87. Though, the absolute order book level of
EUR914 million (3/4 of annual sales) was still strong and provides
visibility through Q1-Q2 2023. It is also encouraging to see that
most of new contracts in Finland, Sweden and Denmark have
indexation or cast escalation clauses. This should lead to a
gradual margin recovery, especially in the West Nordic region,
which has been the most affected by the margin pressure.

The rating may be stabilised and face positive pressure should the
company be able to restore its profitability quicker than expected
so that Moody's adjusted gross leverage starts to trend towards
5.5x and its free cash flow generation turns positive.
Historically, Consolis' free cash flow (FCF) generation was rather
weak and in the last 12 months ended June 2022 was distinctly
negative at EUR-57 million as adjusted by Moody's. Thanks to the
additional EUR30 million facility Moody's view the group's current
liquidity profile as adequate and supportive for the B3 rating
category. However, the rating may continue experiencing negative
rating pressure should its liquidity weaken as a result of an
ongoing cash burn.

The rating is mainly supported by (1) its market position as a
leading provider of precast concrete solutions in Europe; (2) its
good geographic diversification with manufacturing footprint across
a number of Western and Eastern European countries, especially
focused on the Nordic Region, with some additional exposure to
Utilities in Emerging Markets; (3) flexible cost structure with a
large proportion of variable costs; (4) growing penetration of
precast concrete at cost of traditional in-situ concrete; and (5)
the low capital intensity of the business.

However, the rating is constrained by (1) the company's
vulnerability to cyclical and volatile new-build construction
activity with a substantial share of non-residential construction;
(2) high Moody's adjusted gross leverage of around 8x currently as
earnings suffered under sever cost inflation; (3) limited product
diversification as a non-integrated concrete producer; (4)
relatively high industry fragmentation and competitive nature of
concrete production in Europe; and (5) limited track record of
generating positive free cash flow, which has been distinctly
negative in the last 12 months ended June 2022.

RATIONALE FOR NEGATIVE OUTLOOK

The negative rating outlook reflects the uncertainty in terms of
earnings recovery and the pace of leverage reduction in a very
challenging macroeconomic environment in the next 12-18 month.
Moody's expect rapid interest rate increases to impair new-build
construction throughout Europe, making it difficult for Consolis to
raise prices and reestablish it profitability margins while
currently high leverage ratio leaves little room for
underperformance.

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

Positive rating pressure could arise if:

Moody's adjusted gross leverage were to sustain below 5.5x;

Moody's adjusted operating margin above 5%;

Sustainably positive FCF generation.

Conversely, negative rating pressure could arise if:

Moody's adjusted gross leverage above 7x;

Moody's adjusted EBIT/ Interest below 1x;

The company's liquidity profile were to weaken as a results of
negative FCF, shareholder distributions or M&A.

LIQUIDITY

The liquidity profile of Compact Bidco BV is adequate and has
recently been strengthened by the arrangement of the new EUR30
million term facility maturing in May 2025. Pro-forma the new
facility Consolis had a cash position as of June 2022 of EUR90
million whereas EUR18 million remained undrawn under the EUR75
million revolving credit facility maturing in November 2025. The
RCF contains a springing covenant set at 1.4x super senior leverage
ratio tested quarterly in case of more than 40% drawing.  

STRUCTURAL CONSIDERATION

In the loss given default (LGD) assessment for Compact Bidco BV,
Moody's rank the EUR300 million guaranteed senior secured notes
maturing in 2026 behind the super senior EUR75 million RCF (not
rated) and trade payables. This structural subordination of senior
secured notes results in one notch lower rating of Caa1 compared to
the B3 corporate family rating. Moody's assume a standard recovery
rate of 50% due to the covenant lite package consisting of bonds
and loans.

Moreover, Moody's rank first the newly arranged EUR30 million
facility maturing in May 2025. The facility is raised by Consolis'
subsidiaries that are not guarantors to senior notes and the RCF
and is secured by real estate assets located in Germany, Norway and
Poland with an aggregated market value of EUR40 million. The
facility increases structural subordination of senior secured
notes, even though it is not large enough to increase the
notching.

The capital structure also includes EUR50 million of PIK notes,
issued outside of the restricted group. These notes will mature
after the senior secured notes and are not guaranteed by the
restricted group. Therefore, Moody's do not include it in debt and
leverage calculations. However, PIK notes existence implies an
additional risk of potential cash leakage over time.

ESG CONSIDERATIONS

Moody's takes into account the impact of environmental, social and
governance (ESG) factors when assessing companies' credit quality.
The main environmental and social risks are not material in case of
Consolis. The company is less exposed than cement peers to
environmental risks as its production process is significantly less
energy intensive and carbon emitting. Only 5-10% of CO2-emission
comes from Consolis own manufacturing and energy consumption while
80-90% is linked to raw materials (cement, steel) reported under
indirect emission (Scope 3).

The company is owned by the private equity firm Bain Capital. As a
result, Moody's expects its financial policy to favour shareholders
over creditors as evidenced by its higher leverage tolerance.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Building
Materials published in September 2021.

COMPANY PROFILE

Headquartered in Paris, France, Consolis is a leading European
producer of precast concrete building solutions and elements. The
company holds #1 and #2 positions across a number of European
markets including the Netherlands, Sweden, Denmark, Finland, CEE
and the Baltics region with some diversification into Emerging
Markets. In the last twelve month ended June 2022, Consolis
generated approximately EUR1.2 billion of revenue and employed
around 9,000 people at its 47 production facilities in 17
countries. The Consolis Group was created in 2007 and since 2017 is
ultimately owned by Bain Capital.  


COOKIE INTERMEDIATE II: Moody's Cuts CFR to Caa1, Outlook Negative
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Moody's Investors Service has downgraded Cookie Intermediate
Holding II SAS's corporate family rating to Caa1 from B3 and its
probability of default rating to Caa1-PD from B3-PD. Cookie
Intermediate Holding II SAS ("Biscuit" or "the company") is the
parent company of Biscuit Holding S.A.S., one of the largest
European manufacturers of private-label sweet biscuits based in
France. Concurrently, Moody's has downgraded to B3 from B2 the
senior secured rating on the EUR493.8 million senior secured first
lien term loan B due 2027 and on the EUR85 million senior secured
multi-currency revolving credit facility (RCF) due 2026 borrowed by
Biscuit Holding S.A.S. Moody's has also downgraded to B3 from B2
the senior secured rating on the EUR201.2 million senior secured
first lien term loan B borrowed by De Banketgroep Holding
International BV. The outlook on all ratings has been changed to
negative from stable.

"The rating downgrade reflects Moody's expectation that Biscuit's
depressed profitability and cash flow generation in 2022 will lead
to a prolonged deterioration in credit metrics and liquidity while
soaring energy and gas costs and ongoing commodity price volatility
reduce visibility and likelihood of a timely recovery," says Paolo
Leschiutta, a Moody's Senior Vice President and lead analyst for
Biscuit.

"The rating action also reflects that the company's very high
leverage and tight liquidity are creating an elevated risk of debt
restructuring," added Mr. Leschiutta.

RATINGS RATIONALE

The downgrade of Biscuit's CFR to Caa1 reflects the company's
weaker than expected operating performance and cash generation
since the beginning of 2022 and Moody's expectation that its credit
metrics and liquidity will remain weak over the next 12 to 18
months. Deterioration in profitability and cash generation are
resulting in negative free cash flow generation in the second
quarter, which is putting pressure on the company's liquidity.
Moody's notes that the company was already weakly positioned in the
previous B3 rating category, with very limited room for
underperformance relative to expectations.

Biscuit's profitability has deteriorated because of the delay in
passing higher commodity costs to customers. The company started to
increase prices at the beginning of 2022 on the back of rising
costs in late 2021. However, the military conflict in Ukraine
caused a further shock in commodity prices, and the company had to
negotiate subsequent price increases during the year, although with
delays that are negatively impacting its contribution margin. As a
result, during the six months ending June 2022, the company
reported an EBITDA pro-forma for the acquisition of Continental
Bakeries B.V. ("Continental Bakeries"), of EUR8.4 million, well
below the EUR52.3 million reported in the same period of the
previous year.

Despite a degree of recovery in volumes since the coronavirus
pandemic and Moody's expectation that Biscuit's private label
offering should benefit from customer downtrading in a weakening
macroeconomic environment, any recovery in profitability towards
historical levels will take time. Moody's notes, however, that the
company's contribution margin started to improve since April
following the initial set of price increases.

As a result of the weak earnings and deterioration in cash
generation, the free cash flow gap and seasonal net working capital
increase was funded by drawings under the senior secured RCF. This
will result in a prolonged deterioration in its credit metrics,
while its liquidity will also remain tight. The company drew EUR20
million under its EUR85 million senior secured RCF and Moody's
anticipates further drawings in Q3 to cover for the seasonal
working capital build-up and interest payments on its debt at the
end of September. Cash generation in the fourth quarter should
improve as the company will benefit from higher selling prices
already negotiated with customers and the typical release of
working capital towards the end of the year.

Visibility on a rapid recovery in profitability and cash generation
remains low owing to the volatility in both energy and gas costs as
well as in key food commodity prices. Although Moody's anticipates
that the company's profitability will improve next year, this will
remain below previously expected levels resulting in prolonged
deterioration in the company's credit metrics. Moody's expects the
company's adjusted financial leverage, measured as gross debt to
EBITDA (as adjusted by Moody's), to remain close to 10x at the end
of 2023. In addition, rising interest rates are likely to inflate
the company's interest expenses which combined with weak
performance will result in an EBIT/interest cover ratio below 1.0x.
Further improvements in both profitability and cash generation are
anticipated by Moody's only in 2024.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

The very high and sustained level of leverage and its very tight
liquidity profile create an elevated risk of debt restructuring and
has led the rating agency to change its assessment of the company's
Financial Strategy and Risk Management to 5 from 4. In addition,
the significant operating underperformance relative to
expectations, at a time when management is busy with the
integration of a transformational acquisition such as  Continental
Bakeries, has led Moody's to change the Management Credibility and
Track Record score to 4 from 3. As a result, the overall exposure
to governance risks (Issuer Profile Score or "IPS") has been
changed to G-5 from G-4. Biscuit's overall ESG Credit Impact Score
(CIS) has been changed to CIS-5 from CIS-4 to reflect that the ESG
attributes are overall considered as having a very high negative
impact on the rating.

LIQUIDITY

Biscuit's liquidity is weak in light of (1) the significant
deterioration in free cash flow generation, which Moody's expects
to be negative in both 2022 and 2023; and (2) the reduced
availability under the company's EUR85 million senior secured RCF
and reduced covenant headroom.

Biscuit Holding S.A.S.'s senior secured RCF has one financial
covenant, a consolidated first-lien net leverage ratio with a 8.5x
maximum threshold, to be tested only when drawings, net of cash on
balance sheet, exceed more than 50% of the size of the facility.
Although this threshold is not met yet and therefore the company
does not need to test its covenant allowing for some drawing
availability, flexibility remains modest, and any additional
drawings or further reduction in cash balances might require a
covenant test which would not be met. More positively, the company
has no significant debt maturities until 2026 when drawings under
the senior secured RCF will be due.

RATIONALE FOR THE NEGATIVE OUTLOOK

The negative outlook reflects the weak credit metrics and tight
liquidity, and the ongoing high volatility in commodity prices,
especially energy and gas, which might delay any significant
recovery in the company's profitability and cash generation.
 Despite the essential nature and private label focus of Biscuit's
products that should benefit at time of deteriorating macroeconomic
conditions, the challenging operating environment reduces
visibility on the company's ability to improve profitability back
to historical levels while liquidity resources will remain tight
for at least 12 months.

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

Positive rating pressure is currently unlikely in light of the weak
credit metrics and tight liquidity. Over time, upward pressure on
the rating could develop if the company successfully improves its
operating profitability and cash generation leading to a debt to
EBITDA ratio reducing towards 7.0x. Upward pressure will also
require material improvements in liquidity, sustained positive
 free cash flow generation and the successful integration and
delivery of the expected synergies from the Continental Bakeries
acquisition.

Negative pressure could be exerted on the rating if the company's
liquidity and operating performance do not improve, increasing the
risk of a debt restructuring that may result in losses for
creditors.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Cookie Intermediate Holding II SAS

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

LT Corporate Family Rating, Downgraded to Caa1 from B3

Issuer: Biscuit Holding S.A.S.

Senior Secured Bank Credit Facility, Downgraded to B3 from B2

Issuer: De Banketgroep Holding International BV

Senior Secured Bank Credit Facility, Downgraded to B3 from B2

Outlook Actions:

Issuer: Cookie Intermediate Holding II SAS

Outlook, Changed To Negative From Stable

Issuer: Biscuit Holding S.A.S.

Outlook, Changed To Negative From Stable

Issuer: De Banketgroep Holding International BV

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Consumer
Packaged Goods published in June 2022.

COMPANY PROFILE

Cookie Intermediate Holding II SAS ("Biscuit" or "the company") is
the parent company of Biscuit Holding S.A.S., one of the largest
European manufacturers of private-label sweet biscuits based in
France. The company produces and distributes traditional biscuits,
nutrition biscuits, waffles and other sweet products across Europe.
The company was created in 2016 and has grown in recent years
through a number of acquisitions. In early 2022, it acquired
Continental Bakeries in the Netherlands which resulted in around
EUR390 million of additional revenue and EUR40 million of EBITDA.
Pro-forma for the acquisition of Continental Bakeries, the company
generated EUR957 million of revenue and EUR83.6 million EBITDA, as
reported by the company, in the 12 months that ended June 2022.


STAN HOLDING: Moody's Lowers CFR & Senior Secured Debt to B2
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Moody's Investors Service has downgraded Stan Holding S.A.S.'s
("Voodoo" or "the company") corporate family rating to B2 from B1
and its probability of default rating to B2-PD from B1-PD.
Concurrently, Moody's has downgraded to B2 from B1 the rating on
the EUR220 million senior secured term loan B (TLB) and the EUR30
million senior secured revolving credit facility (RCF), both due in
2025 and raised by Stan Holding S.A.S.. The outlook remains
stable.

"The downgrade reflects Voodoo's underperformance relative to
Moody's previous expectations, mainly owing to high investments in
growth initiatives while their future success remains uncertain. As
a result, the company's credit metrics have deteriorated and are no
longer commensurate with the existing B1 rating," says Agustin
Alberti, a Moody's Vice President-Senior Analyst and lead analyst
for Voodoo.

The downgrade reflects the corporate governance considerations
associated with the company's (1) material operating
underperformance relative to Moody's expectations since  initial
rating assignment, and (2) financial policy, as Voodoo is operating
with higher leverage and for a longer period of time than initially
anticipated. Financial strategy and risk management and management
credibility and track record are  governance considerations under
Moody's General Principles for Assessing Environmental, Social and
Governance Risks Methodology for assessing ESG risks.

RATINGS RATIONALE

In 2021, Voodoo's pro forma Moody's adjusted gross leverage stood
at around 9.5x, mainly owing to the impact on EBITDA of EUR22
million related to stock based compensation, equity stakes builds
and equity warrants, which were expensed through the P&L (although
most of these items are non cash related). Moody's expects that
these high amounts, mainly caused by significant M&A activity in
2021, will decrease over time and will progressively reduce the
large gap between Moody's adjusted metrics and company reported
ratios.

While Moody's forecasts that the company will report solid organic
revenue growth of around 10% in 2022 and 2023, risks are skewed to
the downside given the uncertain macroeconomic outlook. At the same
time, the company keeps investing in growth initiatives like new
internal studios and consumer apps, which result in high marketing
and acquisition costs, and in turn, have lower EBITDA generation
and margins. Moody's expects the company to generate EBITDA (as
adjusted by Moody's) slightly above EUR30 million in 2022 and c.
EUR45 million in 2023, with an EBITDA margin in the 5%-10% range,
below the previous expectations of around 10%-15%.

Moody's forecasts that Voodoo will report a high adjusted gross
debt to EBITDA ratio (as per Moody's definition, which includes
stock-based compensation in operating expenses, equity stake builds
and equity warrants coming from acquisitions) at around 8.5x in
2022 and 6.0x in 2023, above the 4.0x maximum leverage threshold
set by Moody's to maintain the B1 category. At the same time,
Moody's forecasts limited FCF generation in 2022-2023 compared to
previous expectations of around EUR20 million per year.

More positively, Moody's derives comfort from the company's large
cash balance, which results in stronger leverage metrics on a net
debt basis.

Voodoo's B2 CFR reflects (1) its relevant position in the growing
mobile hypercasual games industry; (2) the growth opportunities
from its expansion in new business segments, such as hybrid and
casual games; (3) Moody's expectations of decreasing leverage,
supported by EBITDA growth;  (4) its high cash balance which
supports liquidity and results in stronger leverage metrics on a
net debt basis; and (5) the presence of  Tencent Holdings Limited
(A1 stable, 22.5% equity stake) and Groupe Bruxelles Lambert (A1
stable, 16.4% equity stake) in the shareholder base, the latter
providing a significant equity injection in 2021 to fund M&A.

The rating is constrained by (1) the company's small scale and
scope of operations compared to other rated peers; (2) the
volatility in operating performance caused by the relatively short
life cycle of hypercasual games; (3) its exposure to the volatile
and cyclical advertising industry; (4) the low barriers to entry
and fierce competition from existing and new gaming rivals; (5) the
need to develop a track record of sustainable growth and improving
profitability; and (6) the currency mismatch from its high revenue
concentration in US dollar while its debt is euro denominated,
partially mitigated by hedging.

LIQUIDITY

Moody's considers Voodoo's liquidity to be adequate, supported by
its healthy cash balance of EUR108 million by year end 2021 and its
access to a EUR30 million senior secured revolving credit facility
(RCF) due 2025, which is currently fully undrawn. The company has
limited FCF generation (excluding M&A), slightly negative in 2022
and turning positive only in 2023.

The company will not have any material maturities until 2025, when
the senior secured RCF and the EUR220 million senior secured TLB
mature. The debt facilities contain one net leverage-based
maintenance covenant set at 5.0x, with good headroom from 2021 net
leverage level of 3.5x (as per covenant definition).

STRUCTURAL CONSIDERATIONS

Voodoo's PDR of B2-PD reflects the use of a 50% family recovery
rate, as is customary for all first lien covenant-lite capital
structures.

The B2 rated senior secured TLB and senior secured RCF benefit from
the same security and guarantee structure and are rated at the same
level as the CFR. Voodoo's debt facilities are secured against
share pledges, bank accounts and receivables of key operating
subsidiaries, and benefit from guarantees from operating entities
accounting for at least 80% of group EBITDA.

RATIONALE FOR STABLE OUTLOOK

The stable outlook reflects the rating agency's view that despite
recent underperformance compared to Moody's expectations, Voodoo's
profitability will improve over the next 12-18 months resulting in
credit metrics commensurate for the B2 rating category. The stable
outlook also assumes that any M&A activity will be conservatively
financed in line with recent transactions, with significant equity
contributions, and that the liquidity profile will remain
adequate.

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

While unlikely in the near term, Voodoo's ratings could be upgraded
if the company: (1) delivers sustainable revenue growth, increasing
its scale and business diversification; (2) develops a track record
of strong operating performance resulting in improved profitability
levels over different cycles; (3) maintains its Moody's-adjusted
gross debt/EBITDA below 4.0x with solid positive FCF generation on
a sustained basis; and (4) continues to manage its liquidity
prudently.

The rating would face downward pressure if: (1) operating
performance deteriorates and profit margins remain depressed such
that Moody's-adjusted gross leverage ratio stays above 6.0x on a
sustained basis and particularly, if it is not sufficiently
balanced by a large cash position on balance sheet; (2) FCF
generation becomes sustainably negative; (3) its liquidity weakens;
and (4) there is any large debt-funded acquisition resulting in
weaker credit metrics.

LIST OF AFFECTED RATINGS

Downgrades:

Issuer: Stan Holding S.A.S.

Probability of Default Rating, Downgraded to B2-PD from B1-PD

LT Corporate Family Rating, Downgraded to B2 from B1

Senior Secured Bank Credit Facility, Downgraded to B2 from B1

Outlook Action:

Issuer: Stan Holding S.A.S.

Outlook, Remains Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

COMPANY PROFILE

Voodoo, headquartered in Paris (France), is the one of the leading
hypercasual mobile game publishers globally. The company was
founded in 2013 and has offices in France, Germany, Turkey, UK,
Netherlands, Ukraine, Spain, Canada, Singapore, China, and Japan.
In 2021, the company generated pro forma revenues of EUR415 million
and adjusted EBITDA (as defined by the company) of EUR45 million.




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G E R M A N Y
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REVOCAR 2022 UG: Moody's Assigns Ba2 Rating to EUR6.5MM D Notes
---------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to Notes issued by RevoCar 2022 UG (haftungsbeschraenkt):

EUR452.4M Class A Floating Rate Asset Backed Notes due August
2035, Assigned Aaa (sf)

EUR21M Class B Fixed Rate Asset Backed Notes due August 2035,
Assigned A1 (sf)

EUR5M Class C Fixed Rate Asset Backed Notes due August 2035,
Assigned Baa2 (sf)

EUR6.5M Class D Fixed Rate Asset Backed Notes due August 2035,
Assigned Ba2 (sf)

Moody's has not assigned ratings to the EUR15.1M Class E Fixed Rate
Asset Backed Notes due August 2035.

RATINGS RATIONALE

The Notes are backed by a static pool of German auto loans
originated by Bank11 fuer Privatkunden und Handel GmbH ("Bank11")
(NR). This represents the eleventh issuance out of the RevoCar
program.

The portfolio of assets amount to approximately 500 million as of
August 31, 2022 pool cut-off date. The Liquidity Reserve, for
senior fees, swap rate and Class A Notes coupon payments, will be
funded to 0.9% of the total Notes balance at closing and the total
credit enhancement for the Class A Notes will be 9.52%.

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

According to Moody's, the transaction benefits from various credit
strengths such as a granular portfolio and an experienced
originator and servicer. However, Moody's notes that the
transaction features some credit weaknesses such as an unrated
servicer. Various mitigants have been included in the transaction
structure such as a back-up servicer facilitator which is obliged
to appoint a back-up servicer if certain triggers are breached.

The portfolio of underlying assets was distributed through dealers
and to private individuals 95.4% and commercial borrowers 4.6%. To
finance the purchase of new 25.0% and used 75.0% cars. As of August
31, 2022  the portfolio consists of 30,983 auto finance contracts
with a weighted average seasoning of 6.7 months. The contracts have
equal instalments during the life of the contract and a larger
balloon payment at maturity. On average, the balloon contracts
account for 64.6% of the entire portfolio cash flows.

Moody's determined the portfolio lifetime expected defaults of
1.7%, expected recoveries of 35% and Aaa portfolio credit
enhancement ("PCE") of 8% related to borrower receivables. The
expected defaults and recoveries capture Moody's expectations of
performance considering the current economic outlook, while the PCE
captures the loss Moody's expect the portfolio to suffer in the
event of a severe recession scenario. Expected defaults and PCE are
parameters used by Moody's to calibrate its lognormal portfolio
loss distribution curve and to associate a probability with each
potential future loss scenario in the cash flow model to rate Auto
ABS.

Portfolio expected defaults of 1.7% is in line with the EMEA Auto
ABS average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) historic
performance of the book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations, such as
the high balloon component of the portfolio.

Portfolio expected recoveries of 35% is in line with the EMEA Auto
ABS average and is based on Moody's assessment of the lifetime
expectation for the pool taking into account: (i) historic
performance of the originator's book, (ii) benchmark transactions,
and (iii) other qualitative considerations.

PCE of 8% is in line with the EMEA Auto ABS average and is based on
Moody's assessment of the pool which is mainly driven by: (i) the
relative ranking to originator peers in the EMEA market and (ii)
the weighted average current loan-to-value of 88.2% which is in
line with the sector average. The PCE level of 8% results in an
implied coefficient of variation ("CoV") of 61.5%.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
July 2022.

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

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

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




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I R E L A N D
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JUBILEE CLO 2017-XIX: Moody's Affirms B2 Rating on Class F Notes
----------------------------------------------------------------
Moody's Investors Service has upgraded the rating on the following
notes issued by Jubilee CLO 2017-XIX DAC:

EUR66,375,000 Class B Senior Secured Floating Rate Notes due 2030,
Upgraded to Aa1 (sf); previously on Dec 14, 2017 Definitive Rating
Assigned Aa2 (sf)

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

EUR231,000,000 Class A-1 Senior Secured Floating Rate Notes due
2030, Affirmed Aaa (sf); previously on Dec 14, 2017 Definitive
Rating Assigned Aaa (sf)

EUR30,000,000 Class A-2 Senior Secured Fixed Rate Notes due 2030,
Affirmed Aaa (sf); previously on Dec 14, 2017 Definitive Rating
Assigned Aaa (sf)

EUR28,125,000 Class C Deferrable Mezzanine Floating Rate Notes due
2030, Affirmed A2 (sf); previously on Dec 14, 2017 Definitive
Rating Assigned A2 (sf)

EUR21,375,000 Class D Deferrable Mezzanine Floating Rate Notes due
2030, Affirmed Baa2 (sf); previously on Dec 14, 2017 Definitive
Rating Assigned Baa2 (sf)

EUR28,125,000 Class E Deferrable Junior Floating Rate Notes due
2030, Affirmed Ba2 (sf); previously on Dec 14, 2017 Definitive
Rating Assigned Ba2 (sf)

EUR13,500,000 Class F Deferrable Junior Floating Rate Notes due
2030, Affirmed B2 (sf); previously on Dec 14, 2017 Definitive
Rating Assigned B2 (sf)

Jubilee CLO 2017-XIX DAC, issued in December 2017, is a
collateralised loan obligation (CLO) backed by a portfolio of
mostly high-yield senior secured/mezzanine European loans. The
portfolio is managed by Alcentra Limited. The transaction's
reinvestment period ended in January 2022.

RATINGS RATIONALE

The rating upgrade on the Class B notes is primarily a result of
the transaction having reached the end of the reinvestment period
in January 2022.

The rating affirmations on the Class A-1, A-2, C, D, E and F Notes
reflect the expected losses of the notes continuing to remain
consistent with their current ratings after taking into account the
CLO's latest portfolio, its relevant structural features and its
actual over-collateralization levels.

In light of reinvestment restrictions during the amortisation
period, and therefore the limited ability to effect significant
changes to the current collateral pool, Moody's analysed the deal
assuming a higher likelihood that the collateral pool
characteristics would maintain an adequate buffer relative to
certain covenant requirements. In particular, Moody's assumed that
the deal will benefit from a shorter amortisation profile than it
had assumed at the last review in January 2022.

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

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

Performing par and principal proceeds balance: EUR445.012m

Diversity Score: 52

Weighted Average Rating Factor (WARF): 2899

Weighted Average Life (WAL): 4.86 years

Weighted Average Spread (WAS) (before accounting for Euribor
floors): 3.68%

Weighted Average Coupon (WAC): 3.79%

Weighted Average Recovery Rate (WARR): 44.22%

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

Methodology Underlying the Rating Action:

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

Counterparty Exposure:

The rating action took into consideration the notes' exposure to
relevant counterparties, such as account bank using the methodology
"Moody's Approach to Assessing Counterparty Risks in Structured
Finance" published in June 2022. Moody's concluded the ratings of
the notes are not constrained by these risks.

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

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

Additional uncertainty about performance is due to the following:

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

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




=========
I T A L Y
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FABBRICA ITALIANA: Moody's Alters Outlook on 'B3' CFR to Negative
-----------------------------------------------------------------
Moody's Investors Service affirmed the B3 corporate family rating
and the B3-PD probability of default rating to Fabbrica Italiana
Sintetici S.p.A. (FIS) (the "Issuer", "FIS", "the company").
Concurrently, Moody's affirmed the B3 rating of the EUR350 million
Sustainability-Linked Senior Secured Notes due 2027. Moody's also
changed the outlook to negative from positive.

RATINGS RATIONALE

The change of outlook to negative reflects weak liquidity due to
the reliance on external funding to cover working capital and
capital spending requirements. FIS has limited liquidity available
to manage through the current economic weakness and uncertainty.
The company drew around EUR28 million (as of June 2022) of its
EUR50 million revolving credit facility (RCF) and uses two
factoring programmes with an estimated combined utilisation of
around EUR70 million, in addition to EUR9 million drawings of other
short-term facilities. These sources primarily funded a material
increase in inventories, which grew at a significantly higher rate
than revenue. Inventory rose around EUR95 million, or 31%, to
around EUR397 million in the first six months of 2022 from FYE21,
while  revenues for the last twelve months (LTM) per June 2022
grew by only 13%.

FIS attributes the inventory build primarily to EUR38.5 million of
customer advances to cover additional safety stock. Higher
valuation of inventories on the back of input cost increases and
seasonal effects also played a role. Management expects to release
up to EUR50 million of inventory by year end 2022 to levels of
around EUR340 million to EUR350 million.

FIS also invested around EUR21 million in 1H22, which, combined
with the working capital usage and weak operating results as input
costs climbed, strained its already tight liquidity.
Moody's-adjusted free cash flow (FCF) for the last twelve months
(LTM) ending June 30, 2022 was negative EUR89 million and the debt
increase resulted in an increase of Moody's-adjusted debt/EBITDA to
6.3x from 4.9x as of FYE21.

The company has been renegotiating most of its contracts to pass on
higher input costs, primarily for energy, but its ability to
receive revenue reflecting higher prices generally lags behind
payment of higher costs by around one to two quarters, which
constrains EBITDA generation. Consequently, Moody's expects gross
leverage for 2022 to remain at levels of around 6.2x.

The affirmation of ratings considers (1) FIS' underlying growth
potential from rising demand for health-related goods and services
and continued outsourcing by pharmaceutical companies; (2) high
barriers to entry from stringent regulation and strong and
long-standing relationship with key customers in the pharmaceutical
industry; and (3) the ongoing focus on efficiency.

The B3 ratings also take into account (1) high product, customer,
geographic and supplier concentration and the expected patent
expiry of FIS' most significant (by revenue) molecule in mid-2024;
(2) small scale with around EUR614 million of annual revenues
(2021); and (3) a low EBITDA margin compared to peers; operating
margins have weakened owing to supply chain constraints and higher
input costs.

LIQUIDITY PROFILE

FIS' liquidity profile is weak. Moody's now expects negative FCF of
EUR121 million in 2022, largely as a result of working capital
outflows of EUR70 million and capital investments of around EUR65
million, compared to initial expectation of negative FCF of EUR57
million. Cash and cash equivalents as of June 30, 2022 amounted to
EUR46.7 million. The company has access to two factoring programme,
one of which is a reverse factoring programme. Moody's assumes
combined utilization of around EUR70 million.

ESG CONSIDERATIONS

Relevant governance considerations include the company's
concentrated ownership and decision making, its limited disclosure
relative to publicly listed companies and to many privately held
companies that Moody's rates, its lack of consistent track record
given management turnover within the past several years, and a
somewhat aggressive financial policy. FIS is wholly-owned by the
Ferrari Family. FIS' management is led by operative CEO Michele
Gavino, who is the third external (non-family member) CEO since
2018. Three branches of the Ferrari family have consolidated their
FIS holding in Nine Trees Group S.p.A. (NTG). NTG holds other
assets related to the CDMO sector, with which FIS has limited
commercial links. Moody's understands that FIS is the main asset
that NTG holds. FIS wholly-owns two subsidiaries, one each in Japan
and the US. Although FIS owns these entities, they are consolidated
in NTG's financial statements pursuant to an exemption under
Italian law.

In conjunction with the refinancing in February 2022, FIS paid a
one-off EUR26.5 million dividend. The restricted payments covenant
limits further material dividends beyond the greater of the EUR26.5
million dividend payment or 30% of consolidated EBITDA.

OUTLOOK

The negative outlook reflects weak liquidity due to the reliance on
external funding to cover working capital and capital spending
requirements. It also takes into account the challenges to pass
through rising input costs.

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

While unlikely given the weak positioning relative to its B3
rating, Moody's could upgrade the rating if FIS had (i) Debt to
EBITDA sustained below 4.5x; (ii) EBITDA margin sustainably in the
high-teens (%); (iii) evidence of ability to pass on higher input
costs to customers to protect margins; and (iv) a stronger
liquidity profile with sustained positive FCF. An upgrade would
also require greater diversification of revenues to offset expected
revenue and EBITDA losses from the patent expiry of its top-selling
molecule in mid-2024.

Moody's could downgrade the ratings with (i) Debt to EBITDA
sustained above 6.0x; (ii) EBITDA margin in the low teens (%) on a
sustained basis; (iii) further weakening of liquidity, such as
persistent negative free cash flow, unexpected unwinding of
factoring programmes or the inability to unwind trade working
capital.

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Chemicals
published in June 2022.

COMPANY PROFILE

Fabbrica Italiana Sintetici S.p.A. (FIS), based in Montecchio
Maggiore/Italy, is a contract development and manufacturing company
(CDMO) that specializes in the production and development of small
molecule active pharmaceutical ingredients (API). FIS' businesses
are organised in four divisions: Custom (1H22: 73% of net sales);
Generic (25%); R&D Services (2%); and Animal Health (less than 1%).
The company has approximately 1,900 employees and operates three
production facilities in Italy. FIS is wholly owned by Nine Trees
Group S.p.A., the holding company of the Ferrari family. In 2021
(2020), FIS recorded production revenues of around EUR614 million
(EUR572 million) and reported EBITDA of EUR81 million (EUR80
million).




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N O R W A Y
===========

AXACTOR ASA: Moody's Affirms 'B1' CFR, Outlook Remains Positive
---------------------------------------------------------------
Moody's Investors Service has affirmed Axactor ASA's B1 Corporate
Family Rating and B3 senior unsecured debt rating. The outlook
remains positive.

RATINGS RATIONALE

The affirmation of Axactor's B1 CFR takes into account positive
developments in Axactor's financial performance over the past year,
i.e. improved debt maturity coverage, following the refinancing in
August 2021; stronger profitability, helped by the absence of
revaluations and impairments and reflects Moody's expectations for
the continued improvement in Axactor's credit profile. In the first
half of 2022, the company's Debt/EBITDA leverage ratio improved to
4.0x from 4.9x at YE 2021, while the profitability measured as net
income to average managed assets improved to 3.0% from being
negative at YE 2021. At the same time, the B1 CFR takes into
account the company's high nominal borrowing, concentrated
maturities profile, volatile earnings as well as the current
unfavorable macro-economic environment with rising interest rates
and inflationary pressure on households' disposable income.

The affirmation of the B3 senior unsecured debt rating reflects the
company's capital structure and particularly the priorities of
claims and asset coverage in its current liability structure and
the B1 CFR. The size of Axactor's secured revolving credit facility
(RCF) indicates higher loss given default for senior unsecured
creditors, leading to an issuer rating two notches lower than the
company's B1 CFR.

The positive outlook reflects the expectation that Axactor will
maintain a sustainable profitability level over the outlook period
while the company continues to reduce leverage and maintain its
solid equity buffer.

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

Axactor's CFR could be upgraded if it demonstrates strong financial
performance over the next 12-18 months, including further
sustainable reduction in leverage, and maintains a strong equity
buffer while it continues to increase its scale and establish a
longer track record.

An upgrade of Axactor's CFR would likely result in an upgrade of
the issuer ratings. The company's issuer ratings could also be
upgraded following a positive change in its debt capital structure,
which would increase the recovery rate for the senior unsecured
debt class.

Axactor's CFR could be downgraded if the company's financial
performance, particularly leverage and EBITDA coverage,
deteriorates to below Moody's expectations over the next 12-18
months. A downgrade of Axactor's CFR would likely result in a
downgrade of the issuer ratings. The issuer ratings could also be
downgraded if the company were to significantly increase its
secured RCF, which ranks structurally above the senior unsecured
liabilities.

LIST OF AFFECTED RATINGS

Issuer: Axactor ASA

Affirmations:

Long-term Corporate Family Rating, affirmed B1

Long-term Issuer Ratings, affirmed B3

Senior Unsecured Regular Bond/Debenture, affirmed B3

Outlook Action:

Outlook remains Positive

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Finance
Companies Methodology published in November 2019.




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S P A I N
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AUTONORIA SPAIN 2022: Moody's Assigns Ba3 Rating to EUR9MM F Notes
------------------------------------------------------------------
Moody's Investors Service has assigned the following definitive
ratings to Notes issued by AUTONORIA SPAIN 2022, FONDO DE
TITULIZACION:

EUR493,500,000 Class A Asset Backed Floating Rate Notes due
January 2040, Definitive Rating Assigned Aa1 (sf)

EUR15,000,000 Class B Asset Backed Floating Rate Notes due January
2040, Definitive Rating Assigned Aa2 (sf)

EUR24,000,000 Class C Asset Backed Floating Rate Notes due January
2040, Definitive Rating Assigned A1 (sf)

EUR12,000,000 Class D Asset Backed Floating Rate Notes due January
2040, Definitive Rating Assigned Baa1 (sf)

EUR27,000,000 Class E Asset Backed Floating Rate Notes due January
2040, Definitive Rating Assigned Ba1 (sf)

EUR9,000,000 Class F Asset Backed Floating Rate Notes due January
2040, Definitive Rating Assigned Ba3 (sf)

Moody's has not assigned a rating to the Class G Asset Backed
Floating Rate Notes due January 2040 amounting to EUR19,500,000.

RATINGS RATIONALE

The transaction is a six-month revolving cash securitisation of
auto loans extended to obligors in Spain by Banco Cetelem S.A.U.
(Banco Cetelem, NR). Banco Cetelem, acting also as servicer in the
transaction, is a specialized lending company 100% owned by BNP
Paribas Personal Finance (Aa3/P-1/Aa3(cr)/P-1(cr)).

The portfolio of underlying assets consists of auto loans
originated in Spain. The loans are originated via intermediaries or
directly through physical or online point of sale and they are all
fixed rate, annuity style amortising loans with no balloon or
residual value risk, the market standard for Spanish auto loans.
The securitised portfolio of EUR600 million is selected at random
from the portfolio of EUR619 million described here to match the
final note issuance amount.

As of September 6, 2022, the pool had 46,485 loans with a weighted
average seasoning of 0.8 years, and a total outstanding balance of
approximately EUR619 million. The weighted average remaining
maturity of the loans is 73.7 months. The securitised portfolio is
highly granular, with top 10 borrower concentration at 0.12% and
the portfolio weighted average interest rate is 7.45%. The
portfolio is collateralised by 49.1% new cars, 44.3% used or
semi-new cars, 0.7% recreational vehicles and 5.9% motorcycles. The
ratings are primarily based on the credit quality of the portfolio,
the structural features of the transaction and its legal
integrity.

According to Moody's, the transaction benefits from credit
strengths such as the granularity of the portfolio, the excess
spread-trapping mechanism through a 5 months artificial write-off
mechanism, the high average interest rate of 7.45% and the
financial strength of BNP Paribas Group. Banco Cetelem, the
originator and servicer, is not rated. However, it is 100% owned by
BNP Paribas Personal Finance (Aa3/P-1, Aa3(cr)/P-1(cr)).

However, Moody's notes that the transaction features some credit
weaknesses such as (i) six-month revolving structure which could
increase performance volatility of the underlying portfolio,
partially mitigated by early amortisation triggers, revolving
criteria both on individual loan and portfolio level and the
eligibility criteria for the portfolio, (ii) a complex structure
including interest deferral triggers for juniors notes, pro-rata
payments on all classes of notes after the end of the revolving
period, (iii) a fixed-floating interest rate mismatch as 100% of
the loans are linked to fixed interest rates and the classes A-G
are all floating rate indexed to one month Euribor, mitigated by
three interest rate swaps provided by Banco Cetelem (NR) and
guaranteed by BNP Paribas (Aa3(cr)/P-1(cr), Aa3/P-1)).

Moody's analysis focused, amongst other factors, on (1) an
evaluation of the underlying portfolio of receivables and the
eligibility criteria; (2) the revolving structure of the
transaction; (3) historical performance on defaults and recoveries
from the Q1 2014 to Q1 2022 vintages provided on Banco Cetelem's
total book; (4) the credit enhancement provided by the excess
spread and the subordination; (5) the liquidity support available
in the transaction by way of principal to pay interest for Classes
A-E (and F-G when they become the most senior class) and a
dedicated liquidity reserve only for Classes A-F, and (6) the
overall legal and structural integrity of the transaction.

Moody's determined the portfolio lifetime expected defaults of
3.5%, expected recoveries of 15.0% and portfolio credit enhancement
("PCE") of 13.0%. The expected defaults and recoveries capture
Moody's expectations of performance considering the current
economic outlook, while the PCE captures the loss Moody's expect
the portfolio to suffer in the event of a severe recession
scenario. Expected defaults and PCE are parameters used by Moody's
to calibrate its lognormal portfolio loss distribution curve and to
associate a probability with each potential future loss scenario in
Moody's cash flow model to rate Auto and Consumer ABS.

Portfolio expected defaults of 3.5% are in line with Spanish Auto
loan ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) historic
performance of the book of the originator, (ii) other similar
transactions used as a benchmark, and (iii) other qualitative
considerations.

Portfolio expected recoveries of 15.0% are lower than the Spanish
Auto loan ABS average and are based on Moody's assessment of the
lifetime expectation for the pool taking into account (i) historic
performance of the book of the originator, (ii) benchmark
transactions, and (iii) other qualitative considerations.

PCE of 13.0% is in line with Spanish Auto loan ABS average and is
based on Moody's assessment of the pool taking into account (i) the
unsecured nature of the loans, and (ii) the relative ranking to the
originators peers in the Spanish and EMEA consumer ABS market. The
PCE level of 13.0% results in an implied coefficient of variation
("CoV") of approximately 53.2%.

The principal methodology used in these ratings was "Moody's Global
Approach to Rating Auto Loan- and Lease-Backed ABS" published in
July 2022.

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

Factors or circumstances that could lead to an upgrade of the
ratings of the notes would be (1) better than expected performance
of the underlying collateral; (2) significant improvement in the
credit quality of Banco Cetelem; or (3) a lowering of Spain's
sovereign risk leading to the removal of the local currency ceiling
cap.

Factors or circumstances that could lead to a downgrade of the
ratings would be (1) worse than expected performance of the
underlying collateral; (2) deterioration in the credit quality of
Banco Cetelem; or (3) an increase in Spain's sovereign risk.




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

CONSTELLATION AUTOMOTIVE: Moody's Alters Outlook on B3 CFR to Neg.
------------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and B3-PD probability of default rating of Constellation
Automotive Group Limited (Constellation Automotive Group, CAG or
the company), which operates one of the largest vertically
integrated digital car marketplaces in Europe. At the same time,
Moody's affirmed the B2 backed senior secured instrument ratings of
the EUR400 million and GBP400 million first-lien term loans and the
GBP250 million first-lien revolving credit facility (RCF) issued by
Constellation Automotive Limited and the B2 rating of the GBP695
million backed senior secured notes issued by Constellation
Automotive Financing PLC. Moody's also affirmed the Caa2 rating of
the GBP325 million backed senior secured second-lien term loan
issued by Constellation Automotive Limited. The outlook on all
ratings was changed to negative from stable.

RATINGS RATIONALE

The change of outlook to negative from stable reflects (1) the
recent significantly weak operating performance because subdued
demand due to a lack of new car volumes combined with an
underperforming used car market leading to materially higher
leverage well above Moody's expectations (2) materially higher
leverage than Moody's expectations which will remain elevated for
at least the next six months and (3) risks to profitability from
higher operational leverage following the recent capital-intensive
pivot to produce "retail ready" cars and the company's decision to
maintain its storage and refurbishment capacity despite the weaker
market conditions.

Aggressive financial policies by the sponsor including a GBP395.6
million distribution in July 2021 and the extension of an GBP80.1
million loan to a subsidiary outside the restricted group have
greatly reduced CAG's scope to underperform.

Company-adjusted IAS 17 EBITDA in Q1 (ending July 4, 2022) of
fiscal 2023 was down 66% year-over-year (yoy) to GBP29.0 million,
resulting in a Moody's-adjusted gross leverage of 9.2x for the last
twelve months (LTM) period, up from 7.5x in the LTM period ending
April 3, 2022. Moody's now expects leverage to peak just above 10x
by March 2023 before gradually falling towards 9x the following
year.

More positively, the company has time to improve performance and
wait for demand to recover ahead of its first material refinance
need in 2026.

CAG's rating affirmation is supported by (1) the company's dominant
position in used vehicle remarketing services in the UK and strong
presence across other European countries; (2) its large scale and a
business model that relies on used car transactions rather than
prices with some barriers to entry; and (3) the strong brand
recognition of We Buy Any Car (WBAC) that buys cars directly from
consumers from more than 500 sites across the UK.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Governance risks Moody's considers in CAG's credit profile include
its ownership by private-equity (TDR Capital) that often results in
higher tolerance for leverage and a greater appetite debt-funded
growth, M&A and dividends.

OUTLOOK

The negative outlook reflects Moody's expectation of a more
challenging operating environment and weaker demand for the
company's offering that will result in elevated leverage.

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

Positive rating pressure could develop if (1) the company's
leverage, as measured by Moody's-adjusted debt/EBITDA, is sustained
below 7x and (2) strong cash flow generation with a Moody's
adjusted free cash flow (FCF)/ debt sustainably above 5%.

Downward rating pressure could develop if (1) CAG fails to achieve
a return to strong and consistent growth in car volumes and EBITDA
or (2) the company's liquidity weakens or its profitability
deteriorates because of competitive or pricing pressures or (3)
should leverage, as measured by Moody's-adjusted debt/EBITDA,
remain elevated for a prolonged period or if Moody's-adjusted EBITA
/ Interest Expense is persistently below 1x.

STRUCTURAL CONSIDERATIONS

The equivalent 805 million backed senior secures first-lien term
loans due June 2028, the GBP695 million backed senior secured notes
due July 2027, and the GBP250 million RCF due December 2026 are all
rated B2, one notch above the B3 CFR, given they benefit from the
subordination cushion provided by the Caa2 rated GBP325 million
backed senior secured second lien term loan due June 2029. The
first-lien term loans, RCF and notes are secured on a pari-passu
basis, ahead of the second lien term loan, by a security package
which includes a pledge over shares, bank accounts, and
receivables.

There are no charges over real estate and the Partner Finance
subsidiary is excluded from the security. Operating companies
generating no less than 80% of group EBITDA guarantee the debt.

LIQUIDITY

The company's liquidity is merely adequate. As of July 2022, the
company had GBP228.5 million of available liquidity comprising
GBP63.5 million of cash (excluding GBP5.6 million of cash held in
unrestricted subsidiaries) and GBP165 million of drawing capacity
under its GBP250 million RCF.

The RCF has a springing senior secured net leverage covenant that
is triggered at 40% drawings (GBP100 million) and set at 9.25x from
September 30, 2022. CAG expects to remain below the GBP100 million
drawing level and therefore does not expect to trigger the covenant
test. In Moody's view, meeting the covenant level over the next few
quarters could be challenging should it need to be tested.

The company has an outstanding loan of GBP80.1 million to a
subsidiary outside the restricted group to purchase a minority
interest in Lookers plc. Post the most recent reporting period,
GBP25 million of the outstanding loan was repaid and Moody's
expects the balance to be repaid within the next 18 months or so.

LIST OF AFFECTED RATINGS

Affirmations:

Issuer: Constellation Automotive Financing PLC

BACKED Senior Secured Regular Bond/Debenture, Affirmed B2

Issuer: Constellation Automotive Group Limited

Probability of Default Rating, Affirmed B3-PD

LT Corporate Family Rating, Affirmed B3

Issuer: Constellation Automotive Limited

BACKED Senior Secured Bank Credit Facility, Affirmed B2

BACKED Senior Secured Bank Credit Facility, Affirmed Caa2

Outlook Actions:

Issuer: Constellation Automotive Financing PLC

Outlook, Changed To Negative From Stable

Issuer: Constellation Automotive Group Limited

Outlook, Changed To Negative From Stable

Issuer: Constellation Automotive Limited

Outlook, Changed To Negative From Stable

PRINCIPAL METHODOLOGY

The principal methodology used in these ratings was Business and
Consumer Services published in November 2021.

PROFILE

CAG is a leading European used car remarketing platform that sold
around 1.5 million vehicles in the fiscal year ended March 2022
with reported revenue of GBP8.3 billion and GBP281 million of
company-adjusted IAS 17 EBITDA.

The group operates 23 vehicle remarketing sites in the UK and a
further 30 sites across Europe. In addition to auction services,
CAG offers online sales, vehicle in-life services, logistics and
preparation. Vehicles are sourced from car dealers and wholesalers
(including CAG's subsidiary WBAC), fleet owners, leasing and
finance companies, and major car manufacturers.


HOUSE CROWD: Administration Process to Take Longer than Expected
----------------------------------------------------------------
Kathryn Gaw at Peer2Peer Finance News reports that administrators
for The House Crowd have admitted that the administration process
will not be complete until February 2024 at the earliest, while
telling investors that they must wait another six to 12 months for
disbursements.

Quantuma had previously extended the administration deadline to
February 2023, Peer2Peer Finance notes.

In the latest administration update, Quantuma said that
realisations from the bridging and development loanbook will take
at least another six to 12 months due to the "incredibly complex"
administration process, Peer2Peer Finance relates.  This means that
no distributions are expected to be made until all assets have been
realised by Quantuma, Peer2Peer Finance states.

The peer-to-peer property lending platform entered into
administration February 2021, due to "ongoing financial issues",
Peer2Peer Finance recounts.

Quantuma was appointed to manage the platform's wind-down, with
administrator fees estimated to top GBP800,000, Peer2Peer Finance
discloses.

Between March and September 2022, Quantuma incurred time costs of
GBP172,547, made up of 618 hours at an average hourly rate of
GBP279, Peer2Peer Finance relays.

Over the summer, a court ruled that Quantuma's fees would be fixed
at a set rate and taken from the value of the realised funds from
the platform's the bridging and development loanbook, Peer2Peer
Finance relates.

During the most recent reporting period, GBP6,222 was repatriated
back to investors from monies held by a third-party payments
provider pre-administration, according to Peer2Peer Finance.

The administrators also recovered GBP64,601 which was being held in
The House Crowd bank accounts before the platform's administration,
Peer2Peer Finance says.


L1R HB FINANCE: Moody's Lowers CFR & Senior Secured Debt to Caa3
----------------------------------------------------------------
Moody's Investors Service has downgraded to Caa3 from Caa1 the
corporate family rating and to Ca-PD from Caa1-PD the probability
of default rating of L1R HB Finance Limited (Holland & Barrett).

Concurrently, Moody's has downgraded to Caa3 from Caa1 the ratings
on the company's backed Senior Secured credit facilities,
comprising the equivalent GBP825 million term loan B (split between
a GBP450 million and a euro-denominated GBP375 million equivalent
tranche), and a GBP75 million revolving credit facility (RCF), due
to mature in August 2024 and August 2023 respectively. The outlook
on the ratings remains negative.

RATINGS RATIONALE

The downgrade reflects the increased likelihood that losses will be
crystalised for lenders to Holland & Barrett. Moody's expects
losses for lenders will result either from (a) the conclusion of
the tender offer recently launched by the company and its
shareholders under which lenders are being offered between 75% and
80% of the loans' face value; or (b) a payment default at or before
debt maturities due to the company's weak liquidity and a capital
structure that is unsustainable on the basis of recent
profitability.

Moody's notes that the tender offer is conditional upon minimum
acceptance levels and a documentation amendment that would
effectively allow the company's shareholders control any material
decisions in respect of the credit facilities. The rating agency
will consider a successful tender offer to be a distressed exchange
under its definition of default, which is intended to capture
events whereby issuers fail to meet debt service obligations
outlined in their original debt agreements.

Holland & Barrett's results have been on a negative trajectory for
almost a year since the rise in the Omicron variant of Covid led to
a reversal of the steady upward trend in footfall to retail stores,
in particular in high street and shopping centre locations.
Subsequently, rising inflation has also squeezed disposable incomes
and driven consumer confidence to record lows.

Against this backdrop Moody's considers it unlikely that the
company's profitability will recover from the recent decline over
the next 12-18 months. As such, the rating agency expects that in
the absence of a comprehensive balance sheet restructuring ahead of
debt maturities the company's credit metrics will remain
unsustainably weak with interest coverage (even before taking
account of both rising interest rates and spreads) well below 1x,
and its leverage, measured as Moody's-adjusted debt to EBITDA, at
close to 8x.

RATING OUTLOOK

The negative outlook reflects Moody's view that Holland & Barrett
will experience a distressed exchange, either in the conclusion of
the proposed tender offer or as debt maturities approach.

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

An upgrade is unlikely in the short term but could arise if a
sustainable capital structure is put in place following a
restructuring.

Conversely, downward pressure could arise if expected recovery
rates for lenders are less than 65%.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONSIDERATIONS

Environmental considerations have a low impact on the credit rating
of Holland & Barrett. While the coronavirus pandemic was supportive
of the company's credit quality in that it reinforced demand for
immunity and health products, in Moody's view the long term
dynamics around increasing awareness of the benefits of health
supplements have only limited positive impact on credit quality in
light of the ultimately discretionary nature of the products and
multi-faceted competition.

From a governance perspective Moody's has historically noted the
company's highly leveraged capital structure and the lower
reporting requirements typical of private companies compared to
listed ones. More recently, in early March this year, Mikhail
Fridman and Petr Aven, stepped down from the board of the company's
parent LetterOne after being sanctioned by the EU following the
invasion of Ukraine.  They were subsequently also sanctioned by
the UK, and while LetterOne and Holland & Barrett issued statements
stating that they are not affected by the sanctions, in Moody's
view the events increased an existing lack of clarity about
LetterOne's medium to long term strategy for its investments and
this remains the case following the launch of the tender offer.

PRINCIPAL METHODOLOGY

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

PROFILE

Holland & Barrett is a chain of health food shops with over 1,000
stores, mainly located in the UK but also in The Netherlands,
Ireland and Belgium. In its fiscal year 2021, ended September 30,
2021, H&B reported GBP727 million of revenue and an operating
profit of GBP55 million. The company is headquartered in Nuneaton,
England and is owned by L1 Retail, a division of LetterOne, a
privately-owned investment vehicle which invests across energy,
health, technology and retail.


RE ACTIVE: Out-of-Court Administration Appointment Valid
--------------------------------------------------------
Squire Patton Boggs (US) LLP on Sept. 30 disclosed in the recent
case of Re Active Wear Limited (in administration), the High Court
ruled that the purported out-of-court administration appointment by
a sole director of a company with unmodified model articles, was
valid notwithstanding the earlier High Court decision in Re Fore
Fitness Investments Holdings Ltd [2022] EWHC 191 (Ch). We have set
out below to what extent this new case law clarifies the parameters
within which a sole director can place a company into
administration.

Fore Fitness

By way of brief reminder, Fore Fitness related to an unfair
prejudice claim under s.994 of the Companies Act 2006 ("CA 2006").
Upon incorporation, the company only had one director, however at
least one other director was subsequently appointed, although by
the time of the proceedings, there was again only one director. The
High Court held that notwithstanding the inclusion of Model Article
7(2), at least two directors were required for a valid decision to
be made. The judge also found that if there is a single director,
the Model Articles need to be modified in order to enable the
company to have a sole director. The decision in Fore Fitness was
at odds with market practice and interpretation of the CA 2006 and
the Model Articles, and it had previously been assumed that where a
company had a sole director, Model Articles 11(2) and 11(3) were
not applicable.

Active Wear can be factually distinguished from Fore Fitness in two
principal ways:

  * Active Wear, from the date of its incorporation, only ever had
a sole director. In contrast, Fore Fitness had a sole director when
it was incorporated and had at least one additional director who
was appointed in the interim.

   * Active Wear operated under the Model Articles of Association
prescribed for private companies limited by shares under Schedule 1
of the Companies (Model Articles) Regulations 2008 ("Model
Articles"). Crucially, in the case of Active Wear, the Model
Articles were not amended or adapted in any way at the time of the
company's incorporation, or subsequently. In contrast, Fore Fitness
operated under a set of articles of association which were a
mixture of the Model Articles and bespoke articles. Of particular
note was that one of the bespoke articles which Fore Fitness
adopted stated that the quorum for board meetings was two
directors.

The key provisions of the Model Articles which are relevant for the
purposes of the Active Wear case are as follows:

   * Article 7(1): This sets out the general rule that decisions of
the company's directors must either be a majority decision at a
meeting or a decision made in accordance with article 8 (article 8
provides for unanimous decision of eligible directors).

   * Article 7(2): Where a company only has one director and the
company's articles do not otherwise require it to have more than
one director, the general rule above (namely Article 7(1)) does not
apply, and instead, the sole director may take decisions "without
regard to any of the provisions of the articles relating to
directors' decision-making.".

   * Article 11(2): The quorum for board meetings may be fixed from
time to time by a decision of the directors, but it cannot be less
than two, and unless otherwise fixed, the default quorum is two
directors.

   * Article 11(3): Where the total number of directors is less
than the quorum required, the directors are restricted from taking
any decision other than a decision to appoint further directors, or
to call a general meeting to enable the shareholders to appoint
further directors.

Can a sole director appoint an administrator where the company has
adopted unmodified Model Articles?

In circumstances where the company has always had a sole director
of a company operating under unmodified Model Articles, Active Wear
provides some comfort (or at least a decent argument) that an
administrator appointed by a sole director will be validly
appointed – which is consistent with market understanding about
the operation of the Model Articles prior to Fore Fitness.

Judge Martin KC took the view that where the unmodified Model
Articles are in place, they ought to be read as a whole, and
Article 7(2) would effectively be stripped of any practical meaning
if Article 11(2) and (3) are to preside in the foregoing scenario,
and it could not have been the legislature's intention that the
Model Articles would require amendment before Article 7(2) is able
to operate (see para 17 of the Active Wear judgment).

That said, caution is still required, because Active Wear and Fore
Fitness are both High Court decisions carrying equal precedential
weight, with differing views about the interaction of Model
Articles 7 and 11.

What is the position in relation to a sole director of a company
which has adopted unmodified Model Articles but has also had
multiple directors in the past?
Where a company has adopted the unmodified Model Articles but has
previously had more than one director, the position is much less
clear cut. It is possible that Article 7(2) only trumps Article
11(2) if there has only ever been a sole director (see para 18 of
the Active Wear judgment). Therefore, in such cases, continuing to
err on the side of caution and either expressly disapplying the
quorum requirements in Article 11(2) or appointing additional
director(s) to meet the quorum requirements is still sensible.

From a practical standpoint, this does create an additional burden
of checking through the company's records to see whether there were
other directors who were previously appointed in addition to adding
another step into the process when time is often of the essence
when appointing an administrator.

Can a sole director appoint an administrator where the company has
adopted Model Articles and bespoke articles?

1. What is the position where the bespoke articles set a quorum
requirement?

Where a company has adopted a mixture of the Model Articles and
bespoke articles (or indeed, fully bespoke articles of
association), the provisions must be reviewed carefully as a whole
in order to check quorum and other requirements are properly met in
order for the decision to be effectively passed. Note that there is
even a school of thought that sole directors cannot have a
"meeting" with themselves and should ordinarily record their
decisions as written resolutions (and again, the articles must be
reviewed carefully to check for restrictions). Where the quorum has
purposefully been set to more than one director (as was the case in
Fore Fitness), or there are other articles which require the
appointment of multiple directors, then the inclusion of Model
Article 7(2) is unlikely to empower a sole director to put the
company into administration – in other words, the sole director
will only have the power to appoint further directors or call a
shareholders meeting, and any other decision may be deemed ultra
vires.  

2. What is the position where the bespoke articles do not set a
quorum requirement?

Where a company has adopted bespoke articles which do not set a
quorum requirement, or otherwise require the appointment of
multiple directors for any reason. The position post Active Wear
appears to be: (i) where there has only ever been a sole director
of the company, it is likely that the appointment can be validly
made by the sole director if Model Article 7(2) is included in the
Company's articles – although practitioners may still wish to
take a cautious approach, or (ii) if there has historically been
multiple directors, it may be prudent to proceed cautiously, as
additional directors may need to be appointed in order to validly
make the decision to put the company into administration.

As things stand, although Active Wear goes some way to clarifying
the powers of a sole director to place a company into
administration, there remain ambiguities in certain circumstances
and as we have noted above it is advisable to proceed carefully in
such cases.  Active Wear may not, be the last decision we see that
considers whether an administrator has been validly appointed
following a decision of a sole director.


SPEEDCLAD: Caddick Construction Acquires Speedpanel Business
------------------------------------------------------------
Grant Prior at Construction Enquirer reports that Caddick
Construction has acquired the Speedpanel operation from facade
specialist Speedclad which fell into administration in August.

Ten design and senior leadership jobs have been saved as part of
the deal which saw the assets secured for an undisclosed sum from
administrator Interpath Advisory, Construction Enquirer relates.

According to Construction Enquirer, the acquisition includes the
manufacturing facility and equipment at Northallerton which will
continue to produce Speedpanel while the ex-Speedclad employees
will initially be based at Caddick Construction's Knottingley
headquarters.

Speedclad was working on a number of Caddick projects before it
went under installing rainscreen cladding, curtain walling and
glazed facades, Construction Enquirer discloses.


TRANSFORM HOSPITAL: On Verge of Administration After Takeover
-------------------------------------------------------------
Alex Turner at TheBusinessDesk.com reports that Transform Hospital
Group is on the brink of administration just weeks after new owners
took over the healthcare group.

Transform employs 330 people at two hospitals and 11 clinics across
the UK providing cosmetic and weight loss surgery.

Y1 Capital, which is led by Sayani Sainudeen and former Transform
chief executive Tony Veverka, completed a deal for the company in
August which saw previous private equity owner Aurelius exit,
TheBusinessDesk.com recounts.

The deal closed on Aug. 15 but just seven weeks later the business
has filed a notice of intention to appoint administrators,
TheBusinessDesk.com can exclusively reveal.

According to TheBusinessDesk.com, a spokesperson for Transform said
it was "a sensible and pragmatic measure while we consider a number
of restructuring options".

The notice of intention provides a 10-day moratorium from other
creditor action and is designed to give a business the opportunity
to find a way to prevent entering administration,
TheBusinessDesk.com notes.

The group is headquartered in Manchester and operates from two
hospitals -- The Pines in south Manchester and Burcot Hall in
Bromsgrove, near Birmingham.  Its clinics are spread nationwide
from Glasgow to Exeter, including Leeds, Nottingham and London.

It made a loss of GBP8.3 million in 2019 after a significant
restructuring before Covid disrupted the business further,
TheBusinessDesk.com discloses.

However it was able to support the NHS in the early stages of the
pandemic and the period was used to reposition the business as a
"broader-based healthcare and wellbeing provider", according to
TheBusinessDesk.com.


WASPS: Files Second Notice of Intention to Appoint Administrators
-----------------------------------------------------------------
The Guardian reports Wasps have bought more time in their bid to
lift the financially stricken club out of crisis by filing a second
notice of intention to appoint administrators.

According to The Guardian, a statement issued by Wasps Holdings
Limited revealed that talks are at "a relatively advanced stage"
with possible investors in the face of a winding up order from HM
Revenue and Customs for GBP2 million in unpaid tax.

The Premiership club is also struggling to repay the GBP35 million
bond that was raised to help finance their relocation from High
Wycombe to Coventry in 2014 that was due in May, The Guardian
discloses.

"A second notice of intention to appoint administrators has been
filed to allow negotiations on securing its long-term future to
continue and to protect the interests of the group," The Guardian
quotes a spokesperson for Wasps Holdings Limited as saying.

"Since filing the original notice of intention on Sept. 21, a
number of additional potential investors and funders have come
forward.

"Discussions are now at a relatively advanced stage and we remain
hopeful of securing a deal that will allow the group, and the
entities that sit within it, to move forward.

"We would like to thank all stakeholders for their engagement
during this process and in particular the constructive support and
approach provided by the Rugby Football Union and Premiership
Rugby.

"This will continue to be vitally important as negotiations with
interested parties proceed and we remain in regular dialogue with
both organisations.

"While the financial circumstances facing the group are extremely
challenging, we remain optimistic about a positive outcome and will
keep our players, staff, supporters, partners, bond holders and
suppliers updated as this process moves forward."

Failure to secure the finance needed to prevent administration
could result in automatic relegation from the Premiership, The
Guardian states.

However, the Rugby Football Union has the discretion to reduce or
waive any sanction if the insolvency was deemed to be beyond the
control of the club, including in the event of a pandemic, The
Guardian notes.

HM Revenue and Customs is pursuing the Warriors for unpaid tax in
the region of GBP6 million and is to press ahead with the winding
up petition knowing the club is in no position to clear the debut,
according to The Guardian.


WORCESTER WARRIORS: Expects Gallagher Premiership Suspension
------------------------------------------------------------
Alex Lowe at The Times reports that Worcester Warriors expect to be
suspended from the Gallagher Premiership for the rest of the season
and have their enforced relegation to the RFU Championship
confirmed today, Oct. 5.

According to The Times, the stricken club are braced for a double
punishment from the RFU once it is confirmed that WRFC Players
Limited, the company that pays all Worcester employees, has been
liquidated in the High Court over an unpaid tax bill of about GBP6
million.

Worcester fear the next step will be for their status as one of
England's 13 elite clubs to be "extinguished" and their central
share in the league bought by Premiership Rugby (PRL), The Times
states.

The Times has been told that PRL is weighing up whether to buy
Worcester's so-called P share for GBP9.8 million, The Times notes.



                           *********


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 2022.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
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Information contained herein is obtained from sources believed to
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