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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, January 13, 2023, Vol. 24, No. 11

                           Headlines



F R A N C E

WISTERIA S.A.S: S&P Assigns 'B' Long-Term Issuer Credit Rating


I R E L A N D

ALTADA TECHNOLOGY: Owed More Than EUR8.6 Million to Creditors


I T A L Y

FIBER BIDCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable


U N I T E D   K I N G D O M

INTERSERVE: Completes GBP400MM Buy-In for Pension Scheme Members
LIVERPOOL COMMUNITY: Lack of Funding Prompts Liquidation
MJP ARCHITECTS: Enters Liquidation Following Stalled Projects
MOUNTVIEW HOTELS: Two Callander Hotels Put Up for Sale
REDHALO MIDCO: S&P Affirms 'B' Long-Term ICR, Outlook Stable

SNUG: ScS Buys Business Out of Administration Via Pre-pack Deal


X X X X X X X X

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

                           - - - - -


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WISTERIA S.A.S: S&P Assigns 'B' Long-Term Issuer Credit Rating
--------------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to France-headquartered specialty chemicals distributor Wisteria
S.A.S. and its 'B' issue rating to the senior secured term loan B
(TLB) issued by Eden S.A.S., Wisteria's direct subsidiary.

The stable outlook reflects S&P's view that Wisteria will continue
to deliver its business strategy and maintain resilient
profitability, despite a more challenging business environment
ahead.

In June 2022, Wisteria refinanced its capital structure through
debt issuance and an equity contribution from shareholders,
including the management team, which is Wisteria's majority
shareholder.

Wisteria's existing and new shareholders contributed EUR570 million
in the form of common shares and OBSAs. Recently, the company
syndicated its EUR470 million seven-year TLB. S&P considers the
EUR312 million of OBSAs, held by six private equity investors, to
be debt-like, but acknowledge their long maturity date,
subordination against the senior secured TLB, and cash-preservation
function.

S&P said, "Our 'B' issuer credit rating on Wisteria reflects its
highly leveraged capital structure after syndication. We estimate
leverage in 2022, immediately after the transaction, of 7.9x (below
5.0x, excluding OBSAs), and that it will weaken slightly to 8.0x
(below 5.0x excluding OBSAs) in 2023. Wisteria's 2021 performance
was strong and it reported revenue growth of 28% for the first 10
months of 2022, supported by strong demand and higher selling
prices across all segments. Adjusted EBITDA increased in the 12
months to Oct. 31, 2022, and was on track to grow further to
year-end. That said, we forecast a normalization in earnings in
2023, driven by softening demand growth and a moderation in selling
prices."

The asset-light business model and flexible cost base support
profitability and positive cash flow over the cycle. Only a small
portion of Wisteria's total costs are fixed--the rest are variable.
This, combined with low capital expenditure (capex) requirements of
less than 1% of sales, has given Wisteria's earnings more stability
and made cash flow positive over the cycle. In addition, Wisteria's
10-year reported EBITDA margin has fluctuated within a limited
range since 2011, and is generally above the average of about 8%
for rated chemicals distributors. Free operating cash flow (FOCF)
conversion, as a percentage of EBITDA, also remained strong at 74%
in 2020. This was despite demand contracting because of the
pandemic, particularly within the performance products segment,
which includes rubber. Total reported revenue decreased by 7.5% in
2020.

S&P said, "Our assessment of business risk is supported by the
company's good market position and its focus on more-profitable
services and end markets. As a specialty chemicals distributor,
Wisteria competes in a highly fragmented market. We understand that
the company has leading market positions in Europe, the Middle
East, Asia, and the U.S., particularly in rubber, life sciences,
and coatings. Wisteria provides deeper services within the
specialty chemicals distribution value chain. It focuses on
services that add more value and have better profitability, such as
technical sales, product development, and formulation advisory
support. The company has been shifting its product mix, through
acquisitions and other means, toward the more-profitable life
sciences segment from the performance products segment. Life
sciences also serves more stable end markets, such as the personal
care and pharmaceutical industries. The company has successfully
launched its own private label, which focuses on rubber, coatings,
and cosmetics. It is developing products that are characterized by
lower volumes, but higher margins, relative to its overall
profitability. Although private label products contributed only
around 11% of Wisteria's revenue in 2021, we expect this figure to
increase, in line with management's expectations. We expect these
strategic choices to support Wisteria's EBITDA. Our forecast is
that EBITDA will increase at a compound annual rate of 8%-10% until
2026--this is in line with the company's record of 9.4% growth in
EBITDA over 2015-2021."

That said, Wisteria's small size, limited geographical
diversification, and relatively significant concentration in
certain product segments constrain S&P's business risk assessment.
In 2021, the company reported revenue of EUR686 million and
adjusted EBITDA of EUR81 million, making it smaller than the other
chemical distributors it rates. Its rated direct competitors
include Pearls (Netherlands) Bidco (EUR1.7 billion of sales and
EUR186 million of EBITDA, pro forma the transaction in 2021);
Brenntag (EUR14.3 billion of sales; EUR1.2 billion of EBITDA); and
Univar (EUR9.5 billion of sales; EUR763 million of EBITDA). S&P
said, "In our view, Wisteria's size makes its credit metrics more
sensitive to underperformance than those of its larger peers. Our
business risk assessment is also constrained by Wisteria's higher
concentration in Europe than its much larger and more global
competitors. Wisteria derived 80% of its total revenue from Europe
in 2021--its peers had a more balanced distribution across regions,
including North America and Asia-Pacific. Additionally, we observe
that is shows a significant concentration in certain product
segments, such as rubber and coatings. The revenue from these two
segments combined represented about 50% of total sales in 2021.
This is partially offset by Wisteria's favorable diversification by
customer base, and its long-standing relationships with its key
accounts."

S&P said, "The stable outlook reflects our view that Wisteria will
continue to deliver its business strategy and maintain resilient
profitability despite a more challenging business environment
ahead. We anticipate that EBITDA will continue to increase, mainly
supported by organic growth. The stable outlook also reflects the
company's ability to maintain an adjusted EBITDA margin above the
average for its peers in the chemicals distribution market."

S&P could lower the rating if:

-- The deleveraging S&P anticipates did not materialize, for
example, due to weaker operational performance than we expect;
major margin pressure amid increased competition; a failure to
capture growth from capital investments; and larger, debt-financed
acquisitions;

-- FOCF decreases significantly, triggering a deterioration in
liquidity; or

-- Management's strong control over Wisteria is reduced, leading
it to view the company as a private equity-sponsored entity that
has more tolerance for debt.

In S&P's view, an upgrade in the next 12 months is remote because
its ratings analysis already incorporate S&P's assumption that
Wisteria will reduce leverage by a moderate amount. Nevertheless,
it could consider an upgrade if the company demonstrates improves
business strength through:

-- Increased scale and diversity of operations;
-- A robust market position;
-- Adjusted margins persistently above those of peers;
-- Adjusted leverage sustainably below 5.0x;
-- FOCF to debt improving above 10%; and
-- The company demonstrating a commitment to maintaining credit
metrics at these levels.

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

S&P said, "ESG credit indicators have no material influence on our
rating analysis on Wisteria. Although the company has a small
manufacturing operation, it is not energy or fuel intensive.
Therefore, the company is less exposed to environmental risks
associated with operating large and complex chemical reactors. At
the same time, as a specialty chemicals distributor, Wisteria has
been working to increase the number of sustainable products (made
from sustainable formulas) in its product portfolio, for instance,
in the personal care segment. Our environmental and social
assessments on Wisteria are in line with those on the other
chemical distributors we rate."




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ALTADA TECHNOLOGY: Owed More Than EUR8.6 Million to Creditors
-------------------------------------------------------------
Ian Curran at The Irish Times reports that Altada Technology
Solutions, the Cork-based artificial intelligence company that
collapsed into liquidation over recent months, owed some EUR8.6
million to creditors, including close to EUR637,000 in back pay to
employees who have not been paid in five months, documents read in
the High Court have shown.

On Jan. 11, Mr. Justice Brian Cregan made an order confirming John
Healy of Kirby Healy Chartered Accountants in Dublin as liquidator
to the company after his appointment on a provisional basis by the
court last December, The Irish Times relates.

Senior management had expected Altada to achieve a US$1 billion
(EUR930 million) valuation in 2022 after it raised US$11.5 million
in a funding round in September 2021, led by Rocktop Partners along
with Elkstone Partners and Enterprise Ireland, The Irish Times
discloses.

But in a statement of the company's financial affairs, Mr. Healy
said that Altada had total assets of EUR3.3 million, EUR849,261 of
which related to intellectual property, as of Dec. 15, The Irish
Times notes.  However, just over a quarter of the EUR3.3 million
total is expected to be realised over the course of the liquidation
of the company, which was described in court as "heavily
insolvent", The Irish Times states.

According to The Irish Times, Mr. Healy's initial investigation
concluded that Altada had been defaulting on its creditors for some
12 months before his appointment.  He said the company began to run
into financial difficulties just months after it exited an
examinership process in late 2019, The Irish Times relays.

Altada owed some EUR2.8 million to its preferential creditors at
the time of Mr. Healy's initial appointment, the bulk of which was
unpaid back taxes amounting to more than EUR1.6 million, according
to The Irish Times.  It owed more than EUR5.3 million to unsecured
creditors, including close to EUR3.4 million to legacy trade
creditors, who are unlikely to receive payment, The Irish Times
says.

It also owed EUR500,000 to three secured creditors who had provided
debt financing in the same amount to the company last September,
The Irish Times discloses.

Its future will be decided over the coming days after a receiver
appointed by creditors of the company last year agreed to sell
Altada to tech entrepreneur Eoin Goulding, founder and group
president of cybersecurity firm Integrity360, The Irish Times
notes.

The sale will only conclude if a legal wrangle between the
company's liquidator and the Revenue Commissioners on one side and
its receiver on the other can be resolved over the coming days, The
Irish Times states.




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FIBER BIDCO: S&P Assigns 'B' Long-Term ICR, Outlook Stable
----------------------------------------------------------
S&P Global Ratings assigned its 'B' long-term issuer credit rating
to Italy-based paper and label manufacturer Fiber Bidco SpA
(Fedrigoni). S&P also assigned a 'B' issue rating and '3' recovery
rating to the EUR1.1 billion senior secured notes due 2027.

The stable outlook indicates S&P's expectation of S&P Global
Ratings-adjusted debt to EBITDA of about 7.0x and negative adjusted
free operating cash flow (FOCF) of about EUR45 million in 2022. It
also reflects S&P's expectation of improved cash generation from
2023, as working capital needs normalize.

On Nov. 30, 2022, Bain Capital and BC Partners completed the
leveraged buyout of Fedrigoni SpA, an Italy-based premium and
specialty paper and label manufacturer.

The rating on Fiber Bidco SpA (Fedrigoni) primarily reflects the
group's leading niche market positions, strong reputation, and
long-standing relationships with its diversified customer base. The
business risk profile assessment reflects the group's strong niche
positions in self-adhesive labels (58% of sales in 2021) and luxury
packaging and creative solutions (42%). The latter comprises
specialty graphic paper and luxury packaging, as well as drawing
and art paper. Fedrigoni's business risk profile is supported by
its strong reputation and long-standing relationships with leading
luxury brands. Its self-adhesive products are used in a wide range
of sectors, such as food, beverages (including wine and spirits),
home, personal care, retail, advertising, logistics, and
pharmaceuticals. Its specialty papers are mainly used for premium
printing and luxury packaging. S&P said, "In our opinion, demand in
some of the company's end markets is cyclical, particularly in some
premium segments. We view customer diversification as adequate; no
customer contributes more than 5% of annual sales."

S&P said, "Our business risk assessment is constrained by
Fedrigoni's exposure to the competitive and fragmented paper
industry and its modest (albeit improving) scale and profitability.
It also reflects Fedrigoni's strong reliance on Italy, where 10 of
its paper mills are located and 25% of its sales are generated. The
remaining sales relate to the rest of Europe (47%) and the rest of
the world (28%). Fedrigoni has some (albeit limited) degree of
vertical integration, mainly because it has its own distribution
network. It is exposed to changes in energy and raw material
prices, mainly pulp, coatings, and chemicals. The company hedged
the prices for all its gas volumes for 2022 and for 70% of its gas
volumes for 2023. Natural gas accounted for about 5% of total costs
in 2021.

"We assess Fedrigoni's financial risk profile as highly leveraged,
based on its credit metrics and financial-sponsor ownership. In
2022, we estimate negative FOCF of about EUR45 million (excluding
the benefit of additional EUR110 million drawings under factoring
facilities) due to sizable working capital-related outflows (on the
back of rising input costs). We forecast FOCF to improve to about
EUR40 million–EUR50 million in 2023 as working capital needs
normalize. We also anticipate that leverage will remain close to
7.0x in the near term. Fedrigoni is controlled by private equity
firms Bain Capital and BC Partners. We view the financial policy as
aggressive and believe that credit metrics could deteriorate if the
company pursued large debt-funded acquisitions or dividend payouts.
We do not include any acquisition in our forecast for 2023, but we
do not rule them out, especially given Fedrigoni's track record of
frequent mergers and acquisitions (M&A). In 2022, Fedrigoni
completed the acquisition of self-adhesive films manufacturer
Unifol and fine paper producer Guarro Casas. It also closed the
acquisition of Papeterie Zuber Rieder (a France-based specialty
label paper producer focusing on wine and spirits segments) in
December 2022.

"The ratings are in line with the preliminary ratings we assigned
on Oct. 10, 2022. The transaction closed on Nov. 30, 2022, and we
reviewed the final documentation.

"The stable outlook indicates our expectation of S&P Global
Ratings-adjusted debt to EBITDA of about 7.0x and negative adjusted
FOCF of about EUR45 million in 2022. It also reflects our
expectation of improved cash generation from 2023, as working
capital movements normalize.

"We could lower the rating if debt to EBITDA exceeded 7.0x and FOCF
remained negative on a sustained basis. This could be the result of
a more aggressive financial policy (especially regarding
shareholder remuneration) or large debt-funded acquisitions. This
could also stem from key customer losses, a sustained deterioration
of the product mix, or unexpected cost increases that the group
could not pass on to customers in a timely manner.

"We view an upgrade as unlikely in the near term, given that the
company is owned by financial sponsors. Any upside would most
likely stem from a material improvement in the company's business
risk profile, such as a significant and sustained enhancement in
profitability, cash generation, and scale. A positive rating action
would also need to be supported by robust credit metrics, with
adjusted leverage declining sustainably below 5.0x and positive
FOCF on a sustained basis, with owners committing to maintaining a
conservative financial policy that would support such improved
ratios."

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




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INTERSERVE: Completes GBP400MM Buy-In for Pension Scheme Members
----------------------------------------------------------------
Zoe Wickens at employee benefits reports that Interserve, a
construction firm that went into administration in 2019, has
completed a GBP400 million buy-in for its pension scheme members.

According to employee benefits, the transaction was conducted with
provider Aviva, and secured the benefits of more than 7,000 scheme
members and follows a GBP300 million pensioner-only buy-in that
took place in 2014.

Aviva insured the pension liabilities for all of the Interserve
Section members, comprising 4,300 pensioners and a further 2,800
deferred members, employee benefits discloses.  The total deal was
worth more than GBP700 million and included a buy-in of the
remaining members of the Interserve Section, as well as the
reshaping of the existing buy-in policy, employee benefits states.

According to the business, it chose Aviva following a market
process led by law firm Lane Clark and Peacock, and the scheme
trustees were independently advised throughout the process by the
firm and Sackers, who provided legal advice, employee benefits
notes.



LIVERPOOL COMMUNITY: Lack of Funding Prompts Liquidation
--------------------------------------------------------
Neil Hodgson at TheBusinessDesk.com reports that a Liverpool-based
registered charity which helps 15,000 people a year across the city
with advice, has entered into voluntary liquidation.

Jason Greenhalgh and Paul Stanley of Begbies Traynor were appointed
as Joint Liquidators of Liverpool Community Advice (LCA) Limited on
January 9, 2023, after its trustees had explored all options to
keep the charity open but had to make nine people redundant and
release several volunteers, TheBusinessDesk.com relates.

The organisation provided advice on housing, debt, benefits,
immigration energy bills as well as mental health.

According to TheBusinessDesk.com, trustees say a lack of funding
led to its closure, despite it dealing with almost 15,000 enquiries
according to its latest published annual report.

"It's the worst time of year for an organisation like this to be
forced to close its doors but the trustees explored every option to
remain open," TheBusinessDesk.com quotes Jason Greenhalgh, partner
at Begbies Traynor, as saying.

"It is a challenging time for anyone running organisations reliant
on donations and grants.  A combination of reduced funding,
inflation and issues in recovering from the pandemic have resulted
in these circumstances."



MJP ARCHITECTS: Enters Liquidation Following Stalled Projects
-------------------------------------------------------------
Tom Lowe at Building Design reports that MJP Architects has been
placed into liquidation following a string of stalled projects in
the autumn.

According to Building Design, liquidator Karyn Jones said the
award-winning practice which designed Southwark station on the
Jubilee Line extension and the Wellcome Wing of the Natural History
Museum closed at the beginning of December.

Founded in 1972 by Richard MacCormac with Peter Jamieson and David
Prichard, it worked in a range of sectors with other projects
including the British Embassy in Thailand and a Maggie's Cancer
Care Centre in Cheltenham.

The Spitalfields-based practice also worked on a GBP470 million
extension to the BBC's Broadcasting House but was notoriously
sacked from the project in 2005 when MacCormac refused to agree to
cost-related revisions.  The fallout resulted in the loss of three
directors and a third of the firm's technical staff. The project
was eventually finished by Sheppard Robson in 2011, Building Design
notes.

Ms. Jones, as cited by Building Design, said the practice had
struggled to recover from the covid pandemic.  "After a long and
distinguished architectural journey, MJP Architects closed at the
beginning of December 2022," she said.

"The company was severely impacted by Covid, a slower than
anticipated recovery afterwards, in conjunction with construction
cost inflation.

"These factors adversely affected many projects over the last two
years. After several projects stalled in the autumn, the directors
regrettably reached the decision to close the business."

Ms. Jones said nine people were made redundant when the practice
went into liquidation, according to Building Design.


MOUNTVIEW HOTELS: Two Callander Hotels Put Up for Sale
------------------------------------------------------
Business Sale reports that two hotels in Callander, Stirling are to
be put up for sale after their owner, Mountview Hotels, fell into
administration.

The Crags Hotel and Abbotsford Lodge ceased trading at the end of
December 2022 after running into unsustainable cashflow problems,
Business Sale relates.

According to Business Sale, FRP Advisory partners Michelle Elliot
and Stuart Robb were subsequently appointed as joint administrators
of Mountview Hotels with all four remaining staff made redundant.
The administrators will now seek to market the hotels for sale and
have urged interest parties to make contact as soon as possible,
Business Sale states.

The Crags Hotel is a Victoria property in the centre of Callander
and comprises nine rooms, a restaurant and bar.  Abbottsford Lodge,
situated on the outskirts of the town, features 15 rooms and a
restaurant. Callander, which is located to the east of Loch Lomond
and the Trossachs National Park, has established itself as a
popular stop for tourists travelling to and from the Scottish
Highlands.

In a statement, the administrators, as cited by Business Sale,
said: "The hotels have historically traded well, however, have been
severely impacted in recent months by a significant increase in
operating costs and the impact of historical liabilities incurred
during the COVID-19 pandemic, leading to unsustainable cash flow
problems. Both hotels ceased trading at the end of December prior
to the administrators' recent appointment."

"The Crags Hotel and Abbotsford are well known venues within the
popular tourist destination of Callander and which have both been
recently refurbished to a high standard," Business Sale quotes
joint administrator Michelle Elliot as saying.  "Unfortunately,
having explored all its options, the company was unable to survive
the fall in revenue coupled with the significant increase in fixed
costs over recent months.  We will now focus our efforts on
assisting employees to submit their claims for redundancy and other
sums due to them whilst preparing to market and sell the hotels."


REDHALO MIDCO: S&P Affirms 'B' Long-Term ICR, Outlook Stable
------------------------------------------------------------
S&P Global Ratings affirmed its 'B' long-term issuer credit rating
on Redhalo Midco (UK) Ltd., as well as its 'B' issue ratings on the
existing senior secured debt instruments. S&P assigned its 'B'
issue level rating to the new pari passu TLB1 and the additional
EUR100 million TLB2 available to support future acquisitions.

S&P said, "The stable outlook reflects our expectation that
group.ONE will successfully integrate dogado. We anticipate the
group's performance will benefit from the proposed acquisition,
achieving adjusted EBITDA of EUR140 million-EUR145 million, and
leading to leverage of 5.4x-5.6x and adjusted free operating cash
flow (FOCF) to debt well above 5% in the next 12 months."

On Dec. 5, 2022, Redhalo Midco (UK) Ltd., owner of Swedish
webhosting provider group.ONE, announced the acquisition of dogado,
a website cloud hosting and digital marketing services provider
with presence in Germany, Switzerland, and Austria (DACH).

S&P said, "We revised group.ONE's business risk assessment to fair
from weak, because we anticipate dogado will improve the group's
depth of expertise through its complementary product and service
offerings. We anticipate group.ONE will leverage dogado's 380
thousand mass and cloud hosting customers and complementary
expertise across managed presence and website marketing services,
along with infrastructure and business apps capabilities, to upsell
its existing product and service offering. We consider the
acquisition of dogado will add a degree of diversification that
will also improve the combined group's resilience and earnings
visibility as it continues to benefit from the increasing
penetration of digital services in the small and midsized
enterprises (SME) market. We expect group.ONE's stand-alone
operating performance over the twelve months to Sept. 30, 2022
(financial year [FY] 2022) to remain strong. We forecast revenues
of about EUR154 million and adjusted EBITDA of EUR69 million in
FY2022, from EUR118 million and EUR38 million in FY2021,
respectively."

The proposed acquisition is also set to strengthen group.ONE's
market positions, which will now span across three core regions in
Europe. dogado operates through brands including dogado, Metanet,
and Herold, and has a strong presence in the DACH region, where
there is limited overlap with group.ONE's existing activities. This
will add to group.ONE's leading No. 1-No. 3 market positions in
number of subscriptions in SME domain registration across the
Nordics and Belgium, the Netherlands, and Luxembourg (Benelux). The
combined group expects to have about 2.0 million customers and 4.4
million domain subscriptions in over 10 countries in Europe as of
December 2022.

S&P said, "We continue to see scale as a constraining factor
relative to significantly larger players. We project the combined
group's pro forma annual revenues to reach EUR308 million-EUR318
million in 2023, which is now closer to European webhosting peer
team.blue Finco SARL (pro forma revenue of EUR376 million and 2.5
million customers across 15 European countries in 2021). However,
we still see the combined group as having a relatively small scale
and narrow product profile compared with many technology and
software companies that we rate. This includes diversified global
players like website hosting, web security, and online marketing
services Go Daddy Operating Co. LLC, with about $4 billion revenues
generated in 2021. Although domain registration and web hosting
markets are highly competitive, with limited differentiation
between products and relatively low barriers to entry, group.ONE's
local expertise and strong brand recognition, along with dogado's
technical expertise, will help offset some drawbacks, in our view.

"We anticipate strong organic growth, led by higher customer
numbers and price increases, along with superior profitability.
group.ONE's organic growth has been about 15% since 2019, driven by
price increases and higher gross customer numbers and boosted by
upselling initiatives to group.ONE's product suite and new
products, which increases average revenue per user. The group has
delivered on its initial business plan since we assigned our
ratings in June 2021, and we expect it will further increase its
EBITDA margin to 45% in FY2022 (from 38% in FY2021), which is
higher than industry peers. Additionally, enhanced operating
leverage and synergies from recently acquired businesses (10
acquisitions completed in total since September 2019) and the
expected combination with dogado should also add to margins in
2023-2024. The group's ability to pass-through price increases to
customers should enable it to improve its margin trajectory to
46%-48% and achieve a strong operating performance in the next two
years, despite inflationary pressure. The price of hosting
subscriptions has risen a consistent 8% per year since 2018 across
group.ONE's core regions. We think the effect of further price
increases may be mitigated by the relatively low-price elasticity
and group.ONE's prices being about 5%-10% below the market rate.

"The closing of the dogado acquisition will be funded with an
additional facility and equity contribution. Adjusted debt upon
completion of the transaction will comprise an existing EUR350
million TL maturing in 2028, along with an additional pari passu
EUR430 million TLB1 under the existing senior facilities agreement,
and about EUR10 million of operating leases pro forma the
transaction. We anticipate a sizeable equity contribution in the
form of common ordinary and preferred shares, which we treat as
equity according to our noncommon equity criteria. This reflects
our understanding that the noncommon equity financing is unsecured
and would be available to act as loss-bearing capital in a stress
scenario while the other debt is outstanding, and among other
conditions, that the final legal documentations include
restrictions around potential transfers to a third party.

"We forecast group.ONE will generate FOCF of EUR58 million-EUR75
million in 2023 whilst remaining acquisitive, which reduces the
likelihood of meaningful deleveraging below 5.5x and the potential
for an upgrade in the next 12 months.We project S&P Global
Ratings-adjusted leverage will attain 5.4x-5.6x and FOCF to debt
will approach 10% in 2023. We think the good cash flow generation
could potentially support further deleveraging beyond our base case
in the next 12 months, but we expect the group to make further
acquisitions, as evidenced by an additional EUR100 million TLB2
available to support future acquisitions and anticipated to remain
undrawn at the dogado transaction's closing.

"We continue to view group.ONE as a private equity owned company,
which we incorporate in our assessment of the company's highly
leveraged financial risk profile. At completion of the
transactions, which we expect during first-half 2023, Cinven will
remain group.ONE's majority shareholder, with about 47% of the
combined group's ordinary shares, and the Ontario Teachers' Pension
Plan will become a new minority shareholder with about 28% of
ordinary shares, along with group.ONE's founder and the combined
group's management retaining the remainder.

"The stable outlook reflects our expectation that group.ONE's
performance will remain resilient and benefit from the proposed
acquisition of dogado to achieve adjusted EBITDA of EUR140
million-EUR145 million, leading to leverage of about 5.4x-5.6x and
FOCF to debt approaching 10% in the next 12 months. We expect the
group will continue to benefit from growth in hosting
subscriptions, upselling, and the cross-selling potential of
value-added solutions. We also assume that it will successfully
acquire and integrate dogado.

"We could lower the rating if adjusted debt to EBITDA increased
above 7.5x and FOCF to debt fell below 5% for a prolonged period.
We think this could arise from difficulties in integrating dogado,
for instance higher-than-expected integration costs or unexpected
revenue loss, or from additional large debt-funded acquisitions.
Additionally, this could occur if group.ONE experiences lower
growth and higher churn amid weaker economic conditions causing
SMEs to fail, or heighten competition in key geographies.

"We see an upgrade as unlikely over the next 12 months, given
group.ONE's highly leveraged capital structure, and the acquisition
of dogado. An upgrade would hinge on a more supportive financial
policy, including a commitment to maintaining leverage below 5.5x
and achieving FOCF to debt of close to 10%, on a sustainable
basis."

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

S&P said, "Governance factors are a moderately negative
consideration in our credit analysis of Redhalo Midco (UK) Ltd. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of the controlling owners, which is the case for most
rated entities owned by private-equity sponsors. Our assessment
also reflects their generally finite holding periods and a focus on
maximizing shareholder returns."


SNUG: ScS Buys Business Out of Administration Via Pre-pack Deal
---------------------------------------------------------------
Gemma Goldfingle at Retail Gazette reports that ScS has bought Snug
from administration for just GBP875,000 in a pre-pack deal and
plans to add the brand's concession to its stores.

The furniture giant snapped up Snug's brand, domain names, website,
IP and stock in the deal, in which Evelyn Partners acted as
administrator, Retail Gazette relates.

Snug, which is expected to have turned over around GBP20 million in
2022, was founded in 2018 and was Europe's first sofa-in-a-box firm
with the modular and reconfigurable furniture available in a range
of colours.

It mainly traded online although it had one store in Leeds, which
will continue to operate.

According to Retail Gazette, although sales surged from GBP7
million in 2020 to more than GBP30 million in 2021, difficult
trading conditions, including a 700% increase in shopping costs,
pushed the firm over the brink.  

All 53 of Snug's staff will join ScS as part of the acquisition,
Retail Gazette discloses.

The retailer said the move to add Snug concessions to its stores
would significantly improve the brand's visibility and penetration
across the UK, Retail Gazette notes.







===============
X X X X X X X X
===============

[*] 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.



                           *********


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 2023.  All rights reserved.  ISSN 1529-2754.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
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Information contained herein is obtained from sources believed to
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members of the same firm for the term of the initial subscription
or balance thereof are US$25 each.  For subscription information,
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