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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

          Friday, December 30, 2022, Vol. 23, No. 255

                           Headlines



B E L G I U M

MAKRO: On Brink of Bankruptcy, Last Belgian Stores to Close Today


N E T H E R L A N D S

BOCK CAPITAL: S&P Downgrades LT ICR to 'CCC+', Outlook Stable


S W E D E N

REDHALO MIDCO: Moody's Affirms B3 CFR, Rates New Sec. Term Loan B3


S W I T Z E R L A N D

NORD STREAM 2: Swiss Court Grants Six-Month "Stay of Bankruptcy"


U N I T E D   K I N G D O M

ARGO BLOCKCHAIN: To Sell Mining Facility Helios for US$65 Million
JOULES: Owed More Than GBP100 Million at Time of Administration
WIMBORNE WINDOWS: To Enter Into Liquidation, Cease Trading


X X X X X X X X

[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace

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B E L G I U M
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MAKRO: On Brink of Bankruptcy, Last Belgian Stores to Close Today
-----------------------------------------------------------------
The Brussels Times, citing RTL Info, reports that the last Belgian
locations of the international cash and carry store Makro will
close their doors forever on Friday, Dec. 30.

In total, 1,300 employees will lose their jobs, The Brussels Times
discloses.

The Makro group has been teetering on the verge of bankruptcy for
many months, The Brussels Times relates.  Following the legal
reorganisation in June, all of the company's real estate assets
were transferred to German rival Metro, The Brussels Times
recounts.

Metro was recently bought out by Dutch retail group Sligro, saving
nine out of eleven of the Makro locations and saving 500 jobs, The
Brussels Times notes.

The majority of workers hired by the company are over the age of 45
and may have worked at the company for decades.  Despite this, it
is uncertain whether the employees will receive any severance pay
from the company, The Brussels Times states.

The Makro company, no longer owning any land or property that could
be seized during bankruptcy proceedings to pay for severance
packages, has now left its employees in limbo, The Brussels Times
relays.  Stores are closing, but employees are still waiting for
the company to file for bankruptcy or liquidation, according to The
Brussels Times.

Until then, they will not receive their C4 documents to file for
unemployment or other benefits. If the company goes into
liquidation, then notices will be paid, The Brussels Times notes.
If Makro goes bankrupt, only part of employees severance packages
will be paid, The Brussels Times states.




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N E T H E R L A N D S
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BOCK CAPITAL: S&P Downgrades LT ICR to 'CCC+', Outlook Stable
-------------------------------------------------------------
S&P Global Ratings lowered its long-term issuer credit rating on
Bock Capital Bidco B.V., Unit4's holding company, and issue ratings
on its revolving credit facility (RCF) and senior secured term loan
to 'CCC+' from 'B-'.

The stable outlook reflects S&P's view that the company's
cost-saving efforts and lower exceptional costs planned for 2023
will lead to EBITDA increases, FOCF turns moderately positive, and
comfortable liquidity coverage.

S&P said, "We consider the company's capital structure to be
unsustainable over the long term, absent of material turnaround. We
forecast Unit4's adjusted debt to EBITDA will reach 23.5x (16.5x
excluding PIK) in 2022, compared with 12.7x (9.7x excluding PIK) in
2021, as a result of weak revenue growth and rising operating and
exceptional costs. The company's total revenue increased less than
1% in the first nine months 2022 despite sound cloud revenue growth
of 25% and recurring revenue growth of 7%. At the same time, its
professional service, employee, and exceptional costs have
increased substantially, leading to a sharp reported EBITDA decline
of 27%. We note the company is taking actions to control the
operating and exceptional costs, including reducing the total
workforce by about 7%, and plans to maintain a flat cost base in
2023-2024. However, we think these efforts will be partly offset by
the ongoing SaaS transition, which in our view will result in a
continued decline of its high-margin license sales, and
inflationary wage pressure. As a result, we forecast the company's
adjusted leverage will remain high at above 14x (10x excluding PIK)
in 2023. Additionally, we think the company's weak EBITDA will
continue to pressure FOCF. We forecast the company will report up
to €15 million of adjusted FOCF outflow in 2022 before it turns
moderately positive in 2023. Furthermore, the company's interest
accruing PIK facility will result in a steady increase of the
company's overall debt. Without material improvement of the
company's EBITDA and cash flow, we think Unit4's capital structure
is unsustainable over the long term.

"We do not envisage a liquidity crunch in the next 12-24 months.The
company's cash at the end of third-quarter 2022 was relatively low
at about €8 million largely driven by acquisitions and working
capital outflow. Our expectation of a sizable working capital
inflow in December, together with the company's undrawn €55
million RCF, should enable it to maintain comfortable liquidity
coverage in the next 12-24 months. Additionally, the company has
limited interest risk because 90% of the company's term loan is
hedged at a favorable price, and its outstanding term loan will
only mature in 2028, leading to limited refinancing risk in the
next three-to-four years.

"We now consider Unit4's business risk profile weak compared to
peers'. This reflects the company's relatively slow revenue growth,
recurring revenue of about 74% in 2022, which is lower than that of
other local enterprise resource planning (ERP) software providers
like Exact, TeamSystem, and Cegid, as well as persistently high
exceptional costs. The company mainly provides its software
services to mid-market customers, which in our view is a more
competitive market segment compared with small and midsize
businesses targeted by the peers, because this is also a target
market for large software vendors and smaller regional challengers.
Additionally, we think the company's relatively small size,
geographical diversification, and relatively late launch of its
SaaS products make it hard to achieve a similar level of
scalability as other European ERP software providers that focus on
a single market and small and midsize businesses. As a result,
Unit4's adjusted EBITDA margin has been consistently lagging those
of peers. That said, we note the company is taking active steps to
consolidate its operations and improve its sales efficiency. It is
also gradually increasing its offshoring level to control costs. We
expect this to support a moderate increase in margins.

"The stable outlook reflects our view that in 2023 the company's
cost-saving efforts and lower exceptional costs planned will lead
to EBITDA increases, FOCF turns moderately positive, and
still-sufficient liquidity coverage.

"We could lower the rating if Unit4 is unable to reduce its
operating and exceptional costs as planned, leading to a much
larger cash burn than we currently forecast and liquidity
pressure.

"We see limited rating upside over the next 12 months given the
company's high leverage and limited FOCF under our current base
case. We could raise the rating if Unit4 materially and sustainably
improved its adjusted EBITDA margins and FOCF."

ESG credit indicators: E-2, S-2, G-3




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S W E D E N
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REDHALO MIDCO: Moody's Affirms B3 CFR, Rates New Sec. Term Loan B3
------------------------------------------------------------------
Moody's Investors Service has affirmed the B3 corporate family
rating and the B3-PD probability of default rating of Redhalo Midco
(UK) Limited ("group.ONE" or "the company"), a leading provider of
mass market webservices in the Nordics and Benelux. Concurrently,
Moody's has also affirmed the B3 ratings of the existing senior
secured bank credit facilities issued by the company, which
comprise of a EUR350 million senior secured term loan B and a EUR80
million senior secured revolving credit facility (RCF). In
addition, Moody's has assigned B3 ratings to the new EUR430 million
senior secured additional term loan B1 and the new EUR100 million
additional senior secured term loan B2 both co-borrowed by Redhalo
Midco (UK) Limited and One.com Group AB. The outlook is stable.

Net proceeds from the additional EUR430 million senior secured term
loan B1 will mainly be used to finance the acquisition of dogado
GmbH (dogado) and pay transaction fees. The new EUR100 million B2
facility has been raised to finance acquisitions and is expected to
be undrawn at the outset of the transaction.  

"The rating action reflects the fact that despite the increased
leverage from the newly raised term loan, leading to a Moody's
adjusted debt to EBITDA of 7.0x expected in 2022, pro forma for the
acquisition of dogado, which is at the higher end of the revised
leverage trigger set for the B3 rating, Moody's believes that the
company will experience rapid de-leveraging within the next 12-18
months", says Dirk Goedde, a Moody's Vice President-Senior Analyst
and lead analyst for group.ONE. Such de-leveraging expectation is
supported by the company's track record of EBITDA growth and the
upside provided by dogado from further value growth and synergies
to be generated between both companies. "While the additional B2
facility will be undrawn at closing, Moody's expects a timely
utilization to fund bolt-on acquisitions but takes comfort from the
company's disciplined approach in terms of acquisition multiples
paid historically. Furthermore, Moody's acknowledge the equity
contribution from financial sponsor Cinven and the new
minority-sponsor Ontario Teachers' Pension Plan", Mr. Goedde adds.

RATINGS RATIONALE

More generally the affirmation of the B3 corporate family rating
(CFR) is supported by (1) the group's constantly increasing
customer base, which grew organically as well as via acquisitions
with the ability to execute price adjustments that together support
deleveraging, (2) the company's high profitability above 40%
Moody's adjusted EBITA-margin, (3) the asset light business model
that leads to a solid free cash flow generation and (4) the high
share of contracted revenues that provides good revenue
visibility.

The rating is constraint by (1) the company's limited scale within
the competitive mass-market web services industry with low barriers
to entry, (2) the fragmented competitive landscape with competition
from larger incumbent telco companies and a long tail of smaller
players, (3) the risk of elevated churn rates in a recessionary
scenario, (4) the company's acquisitive business model that may
lead to a delay in expected deleveraging.

Moody's has amended the upwards and downwards ratings trigger for
group.ONE reflecting (1) the enlarged scale of the company since
its acquisition by Cinven, (2) its improved geographical
diversification with dogado's focus on Germany, Austria, and
Switzerland, and (3) the increased exposure of the company to
value-added services through dogado's product mix.

ESG CONSIDERATIONS

Governance considerations have been a key driver of the rating
action reflecting the re-leveraging of the business in order to
fund the acquisition of dogado as well as the putting in place of
an acquisition facility to fund potential additional bolt-on
acquisitions.

RATING OUTLOOK

The stable rating outlook reflects Moody's expectation that solid
market demand for web services will support group.ONE's EBITDA
growth, which will in turn allow Moody's-adjusted debt/EBITDA to
reduce over the next 12-18 months, and that it will maintain
FCF/debt in the mid single percentage digits and good liquidity.
The stable outlook does not assume material debt-funded
acquisitions or shareholder returns.

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

Negative pressure could arise if increased competition or
debt-funded acquisitions lead to a deterioration in credit metrics.
More specifically, the rating agency would consider downgrading the
ratings if it expects Moody's-adjusted debt/EBITDA will remain
above 7.0x, Moody's-adjusted FCF/debt turns negative, or liquidity
weakens.

Although unlikely at this stage given the weak rating positioning,
positive pressure could arise if the company displays steady
organic revenue and earnings growth while maintaining leading
market shares. This would be evidenced by Moody's-adjusted
debt/EBITDA reducing below 6.0x on a sustained basis,
Moody's-adjusted FCF/debt well above 5% on a sustained basis, and
good liquidity.

LIQUIDITY

Moody's views group.ONE's liquidity as good reflecting the rating
agency's expectation of positive free cash flow (FCF) of between
EUR40 and EUR60 million on a cumulative basis over the next 18
months. Liquidity is further supported by cash post transaction of
EUR30 million and access to the sizeable RCF of EUR80 million.
Moody's also expects the company will maintain comfortable headroom
under the springing senior secured net leverage attached to the RCF
and tested if the RCF is utilised by more than 40%. The covenant
ratio is set at 10.85x and Moody's expect sufficient headroom. The
nearest debt maturity is the RCF in December 2027.

STRUCTURAL CONSIDERATIONS

The senior secured bank credit facilities are rated B3, at the same
level as the CFR, reflecting their pari passu ranking and upstream
guarantees from operating companies. The senior secured credit
facilities mainly benefit from first ranking transaction security
over shares, bank accounts and intragroup receivables of material
subsidiaries. Moody's typically views debt with this type of
security package to be akin to unsecured debt. However, the credit
facilities benefit from upstream guarantees from operating
companies accounting for at least 80% of consolidated EBITDA.

PRINCIPAL METHODOLOGY

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

PROFILE

Headquartered in Malmo, Sweden, group.ONE is a provider of online
presence solutions with 2 million customers and around 4.4 million
subscriptions and leading market positions in its core Northern
European markets of the Netherlands, Sweden, Norway, Denmark,
Belgium, Finland. The company primarily focuses on the mass-market
segment of the web services industry. Its customers are small and
medium-sized enterprises (SMEs) as well as private individuals. The
company's core hosting activity includes webhosting, domains and
other related fees.

The company has completed several acquisitions, which strengthened
its market positions in the Nordics, Benelux and DACH-region, and
expanded its product offering. It is since 2019 majority owned by
private equity firm Cinven and recently Ontario Teachers' Pension
Plan became a minority shareholder complemented by management
minorities.



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S W I T Z E R L A N D
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NORD STREAM 2: Swiss Court Grants Six-Month "Stay of Bankruptcy"
----------------------------------------------------------------
The Associated Press reports that a Swiss court has granted a
six-month "stay of bankruptcy" to the operating company for the
never-opened Nord Stream 2 pipeline, which was built to bring
Russian gas to Germany but put on ice shortly before Russia invaded
Ukraine in February.

The company's stay was extended from Jan. 10 through July 10 by a
regional court in the Swiss canton (state) of Zug, according to a
notice published on Dec. 27 in the Swiss Official Gazette of
Commerce, the AP relates.

Nord Stream 2 AG, a subsidiary of Russia's Gazprom, is based in
Zug. Nord Stream 2's court-appointed administrator, Transliq AG,
sought the extension, the AP discloses.

German Chancellor Olaf Scholz's government halted the certification
process for the pipeline on Feb. 22, after Russia recognized the
independence of two separatist regions in eastern Ukraine, the AP
recounts.

Russian President Vladimir Putin ordered sent troops into Ukraine
two days later, and U.S. President Joe Biden President then
directed his administration to impose sanctions on the Nord Stream
2 operating company, the AP notes.

The pipeline project had long drawn resistance from Ukraine and
eastern European countries, as well as bipartisan opposition in the
United States, the AP states.

At the beginning of March, the operating company said it had
dismissed all its employees in Zug, who numbered up to 110,
according to local officials, the AP recounts.

Russia once accounted for more than half of Germany's natural gas
supplies but started reducing deliveries in mid-June, citing
alleged technical problems with the parallel Nord Stream 1
pipeline, the AP states.  It hasn't delivered any gas to the
country since the end of August, the AP notes.




===========================
U N I T E D   K I N G D O M
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ARGO BLOCKCHAIN: To Sell Mining Facility Helios for US$65 Million
-----------------------------------------------------------------
Amna Karimi, Sinchita Mitra and Anchal Rana at Reuters report that
crypto miner Argo Blockchain said on Dec. 28 it will sell its
mining facility Helios for US$65 million and refinance a new
asset-backed loan as it seeks to avoid bankruptcy, sending its
London-listed shares soaring.

Argo, which earlier this month warned that it might have to file
for Chapter 11 bankruptcy protection due to insufficient cash, said
the deals will allow the company to continue its operations,
Reuters relates.

London-listed shares of Argo, which have tumbled 92% so far this
year, were up 120% to 8.5 pence in early trade, after the sale and
refinancing agreement with Canada-listed crypto-investor Galaxy
Digital Holdings, Reuters discloses.

According to Reuters, the company said in a statement the
transactions include refinancing loans with a new US$35 million
credit with Galaxy, which will help reduce its total indebtedness
by US$41 million.

The crypto miner, which was founded in 2017 by CEO Peter Wall, had
been struggling with an increase in costs and pressured margins
amid lower bitcoin prices and higher power costs at Helios, Reuters
notes.


JOULES: Owed More Than GBP100 Million at Time of Administration
---------------------------------------------------------------
Sahar Nazir at Retail Gazette reports that Joules owed more than
GBP100 million when it collapsed into administration last month.

The lifestyle retailer was nearly GBP114 million in the red when it
called in administrators in November, Retail Gazette notes.

Joules was acquired by Next and founder Tom Joule, which meant
almost 1,500 jobs were saved across stores and head office, Retail
Gazette recounts.

During its administration, the retailer owed money to trade
creditors, gift card holders and HMRC among others, Retail Gazette
relays, citing Business Insider.

Joules' "statement of affairs" also revealed that it owed HMRC
GBP3.86 million, while GBP1.3 million was owed to gift card
holders, Retail Gazette discloses.

Joules had assets of approximately GBP22 million available to pay
preferential creditors when administrators were drafted in, Retail
Gazette states.

The takeover saw Next and Joule acquire the "majority of assets of
Joules" through a newly formed company for GBP34 million at the
start of December, Retail Gazette relates.

Next now owns 74% of the retailer, with the remaining 26% held by
Joule, according to Retail Gazette.


WIMBORNE WINDOWS: To Enter Into Liquidation, Cease Trading
----------------------------------------------------------
Darren Slade at the Daily Echo reports that trading standards
officers say they have been "in discussion" over complaints about a
double glazing firm which has said it will be appointing
liquidators.

As previously reported, Ferndown-based Wimborne Windows said it had
stopped trading after it became "unable to fulfil our customers'
expectations", the Daily Echo recounts.

It blamed a loss of skilled staff, the economic downturn and a wave
of cancelled orders, the Daily Echo discloses.

It has not so far given the name of an insolvency practitioner who
will handle the liquidation, the Daily Echo states.

Although the company has set up an email address for queries
related to the liquidation, the Daily Echo's messages to that
address have only generated a repetition of the statement that is
on the company's website, the Daily Echo notes.

According to the Daily Echo, a statement from Dorset Councils said:
"Dorset Council's Trading Standards has been in discussion with the
company about consumer complaints, as you would expect with any
Dorset based business.

"Their website confirms their intentions of ceasing trading and
going into liquidation.

"When any company goes into liquidation there are likely to be
unhappy customers and people owed money as a result. Those people
will need to contact the liquidators when they are appointed."




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X X X X X X X X
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[*] BOOK REVIEW: Bankruptcy and Secured Lending in Cyberspace
-------------------------------------------------------------
Author: Warren E. Agin
Publisher: Bowne Publishing Co.
List price: $225.00
Review by Gail Owens Hoelscher

Red Hat Inc. finds itself with a high of 151 5/8 and low of 20 over
the last 12 months! Microstrategy Inc. has roller-coasted from a
high of 333 to a low of 7 over the same period! Just when the IPO
boom is imploding and high-technology companies are running out of
cash, Warren Agin comes out with a guide to the legal issues of the
cyberage.

The word "cyberspace" did not appear in the Merriam-Webster
Dictionary until 1986, defined as "the on-line world of computer
networks." The word "Internet" showed up that year as well, as "an
electronic communications network that connects computer networks
and organizational computer facilities around the world."
Cyberspace has been leading a kaleidoscopic parade ever since, with
the legal profession striding smartly in rhythm. There is no
definition for the word "cyberassets" in the current
Merriam-Webster. Fortunately, Bankruptcy and Secured Lending in
Cyberspace tells us what cyberassets are and lays out in meticulous
detail how to address them, not only for troubled technology
companies, but for all companies with websites and domain names.
Cyberassets are primarily websites and domain names, but also
include technology contracts and licenses. There are four types of
assets embodied in a website: content, hardware, the Internet
connection, and software. The website's content is its fundamental
asset and may include databases, text, pictures, and video and
sound clips. The value of a website depends largely on the traffic
it generates.

A domain name provides the mechanism to reach the information
provided by a company on its website, or find the products or
services the company is selling over the Internet. Examples are
Amazon.com, bankrupt.com, and "swiggartagin.com." Determining the
value of a domain name is comparable to valuing trademark rights.
Domain names can come at a high price! Compaq Computer Corp. paid
Alta Vista Technology Inc. more than $3 million for "Altavista.com"
when it developed its AltaVista search engine.

The subject matter covered in this book falls into three groups:
the Internet's effect on the practice of bankruptcy law; the ways
substantive bankruptcy law handles the impact of cyberspace on
basic concepts and procedures; and issues related to cyberassets as
secured lending collateral.

The book includes point-by-point treatment of the effect of
cyberassets on venue and jurisdiction in bankruptcy proceedings;
electronic filing and access to official records and pleadings in
bankruptcy cases; using the Internet for communications and
noticing in bankruptcy cases; administration of bankruptcy estates
with cyberassets; selling bankruptcy estate assets over the
Internet; trading in bankruptcy claims over the Internet; and
technology contracts and licenses under the bankruptcy codes. The
chapters on secured lending detail technology escrow agreements for
cyberassets; obtaining and perfecting security interests for
cyberassets; enforcing rights against collateral for cyberassets;
and bankruptcy concerns for the secured lender with regard to
cyberassets.

The book concludes with chapters on Y2K and bankruptcy; revisions
in the Uniform Commercial Code in the electronic age; and a
compendium of bankruptcy and secured lending resources on the
Internet. The appendix consists of a comprehensive set of forms for
cyberspace-related bankruptcy issues and cyberasset lending
transactions. The forms include bankruptcy orders authorizing a
domain name sale; forms for electronic filing of documents;
bankruptcy motions related to domain names; and security agreements
for Web sites.

Bankruptcy and Secured Lending in Cyberspace is a well-written,
succinct, and comprehensive reference for lending against
cyberassets and treating cyberassets in bankruptcy cases.



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

Troubled Company Reporter-Europe is a daily newsletter co-
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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