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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
Monday, April 18, 2022, Vol. 26, No. 107
Headlines
263 N. GROVE STREET: Hires Andre L. Kydala as Legal Counsel
4202 PARTNERS: Court Confirms Lender's Liquidating Plan
4218 PARTNERS: Court Confirms Lender's Plan
424 GROUP: Seeks to Hire Bellizio + Igel as Special IP Counsel
424 GROUP: Taps Chapman Law Group as Special Litigation Counsel
5 STAR JETS: May 23 Disclosure Statement Hearing Set
A&M HOME SOLUTIONS: Files Amendment to Combined Plan & Disclosures
A.G. DILLARD: Disclosures and Plan Due May 3
AE SOLUTIONS: Seeks to Hire Guidant Law as Bankruptcy Counsel
ASPIRE BAKERIES: Moody's Lowers CFR to B3, Outlook Stable
ATHABASCA OIL: S&P Upgrades ICR to 'B' on Projected Debt Reduction
BAY PLACE: Unsecured Creditors to be Paid in Full in Plan
BFCD PROPERTIES: Amends Plan to Include Equity Interest Claims Pay
BLACK NEWS CHANNEL: U.S. Trustee Appoints Creditors' Committee
BLACK NEWS: Seeks to Hire Thames | Markey as Bankruptcy Counsel
BOULDER BOTANICALS: Seeks to Hire Newpoint as Financial Advisor
CE ELECTRICAL: Unsecureds Will be Paid 5% Dividend Under Plan
CECCHI GORI: June 2 Plan & Disclosure Hearing Set
CHEF CASEY: Case Summary & 20 Largest Unsecured Creditors
CITY WIDE COMMUNITY: May 19 Hearing on Second Amended Plan
CLUB AT MEXICO: Seeks to Hire Roberson & Associates as Accountant
CLUB AT MEXICO: Seeks to Tap 4our Seasuns as Association Manager
CLUB AT MEXICO: Seeks to Tap Boggs Law Group as Litigation Counsel
CLUB AT MEXICO: Taps BNL Construction Services as Project Manager
CLUBHOUSE MEDIA: Amir Ben-Yohanan to Continue as CEO
COLE CAMP: Unsecured Creditors Will Get 50% of Claims in 5 Years
CONGA: Fitch Affirms 'B+' LongTerm IDRs, Outlook Stable
CONSOLIDATED WEALTH: Files for Chapter 11 With Life-II Plan
COOLSYS INC: S&P Downgrades ICR to 'CCC+', Outlook Negative
COW CREEK: Idle 12-Acre Land Heads to Chapter 11 Bankruptcy
CYTOSORBENTS CORP: Gets $740K From Tax Certificate Transfer Program
DERBY MOBILE: Seeks to Hire Wadsworth Garber as Bankruptcy Counsel
DIFFUSION PHARMACEUTICALS: Reschedules Special Meeting to April 18
EBERHARDT PARTNERSHIP: Seeks Chapter 11 Bankruptcy Protection
ECTOR COUNTY: Hits Chapter 11 A Year After Texas Winter Storm
ENDEAVOR ENERGY: S&P Upgrades ICR to 'BB+' on Increasing Scale
FOUR SEASONS: S&P Alters Outlook to Positive, Affirms 'BB' ICR
FOUR WOOD: United States Trustee Opposes Subchapter V Plan
FUELCELL ENERGY: All Three Proposals Passed at Annual Meeting
FUSE GROUP: KCCW Replaces Paris Kreit as Accountant
GFA PEANUT COMPANY: May 24 Plan Confirmation Hearing Set
GIGA-TRONICS INC: Gordon Almquist Quits as Director
GREG & ALICE: Unsecureds to Split $25K in Subchapter V Plan
GROSVENOR CAPITAL: S&P Alters Outlook to Stable, Affirms BB+/B ICR
HARRISBURG UNIVERSITY: S&P Affirms 'BB' Rating on Revenue Bonds
HAWAIIAN HOLDINGS: Donald Carty to Quit as Director
HAWAIIAN RIVERBEND: Case Summary & Three Unsecured Creditors
HOBBS INVESTMENT: Case Summary & Seven Unsecured Creditors
JANUS INTERNATIONAL: Moody's Affirms 'B2' CFR, Outlook Stable
JRX TUNING: Unsecured Creditors Will Get 100% of Claims in Plan
KBK ENTERPRISES: Non-Personal Injury Unsecureds to be Paid in Full
KDR SUPPLY: Seeks Chapter 11 Bankruptcy Protection
KR CITRUS: Taps Wanger Jones Helsley as Bankruptcy Counsel
L DONTIS PRODUCE: Seeks to Hire Morrison Tenenbaum as Counsel
LARSON VALLEY: Taps Bradshaw as Bankruptcy Counsel
LEAR CAPITAL: Seeks to Hire Baker Tilly US as Accountants
LIBBEY GLASS: Moody's Raises CFR to B2, Outlook Stable
LITTLE WASHINGTON: Taps McNees Wallace & Nurick as Special Counsel
LIVEONE INC: $3M Funds Counted Towards Minimum Cash Requirement
MAGNOLIA PET: Exclusivity Period Extended to May 30
MAJOR MODEL: Seeks to Hire Kroll Restructuring as Claims Agent
MAPLE LEAF: Hires Evalution Management as Financial Consultant
MARQ POWDER: Unsecureds Will Get 100% of Claims in 3 Years
MARS COLONY: Seeks to Hire Cloudbooks as Bookkeeper
MARS COLONY: Seeks to Hire Terrazas PLLC as Special Counsel
MASHANTUCKET (WESTERN): S&P Raises Term Loan B Rating to 'CCC'
MD HELICOPTERS: Seeks to Hire Latham & Watkins as Legal Counsel
MD HELICOPTERS: Seeks to Tap AlixPartners as Financial Advisor
MD HELICOPTERS: Taps Kroll Restructuring as Administrative Advisor
MD HELICOPTERS: Taps Troutman Pepper Hamilton Sanders as Co-Counsel
MEDICAL ACQUISITION: U.S. Trustee Unable to Appoint Committee
MELO AIR: Hits Chapter 11 Bankruptcy Protection
MIDSOUTH MEDICAL: Seeks to Hire Craig M. Geno as Legal Counsel
MIDTOWN DEVELOPMENT: Exclusivity Period Extended to May 20
NEW HAPPY FOOD: Seeks to Hire Chang Company as Accountant
NOORJAHAN HAGGERTY: Unsecureds to Get Share of Income for 3 Years
NORTHWEST SENIOR HOUSING: Case Summary & 30 Top Unsecured Creditors
NSA INTERNATIONAL: S&P Downgrades ICR to 'CCC', Outlook Negative
OCEAN DEVELOPMENT: Seeks to Tap Weiner Law Firm as Legal Counsel
ORIGINCLEAR INC: Incurs $2.1 Million Net Loss in 2021
OZOP ENERGY: Signs Deal to Sell 200M Shares to GHS Investments
PENN NATIONAL: Moody's Rates New $1BB Revolver Debt Due 2027 'Ba3'
PHUNWARE INC: Incurs $53.5 Million Net Loss in 2021
PIONEER CONTRACTING: Taps RLC Lawyers & Consultants as Counsel
POST OAK TX: Exclusivity Period Extended to April 29
PROTONEX LLC: Gets OK to Tap Bluestone Faircloth & Olson as Counsel
PROVIDENT GROUP: Moody's Cuts Rating on Senior Secured Bond to Ba3
PURE FISHING: S&P Affirms 'CCC+' ICR Despite High Leverage
RENNOVA HEALTH: Gets $500K From Second Stock Offering Closing
RESHAPE LIFESCIENCES: Incurs $61.9 Million Net Loss in 2021
RKJ HOTEL: Wins Interim Cash Collateral Access Thru May 2
RSA SECURITY: Fitch Lowers LongTerm IDRs to 'B-', Outlook Stable
RUBY PIPELINE: Panel Questionnaires Due Last April 14
SRQ TAXI: Taps Stichter as Bankruptcy and Special Counsel
SUNERGY CALIFORNIA: Trustee & Committee File Liquidating Plan
T AND E: Seeks to Hire Craig M. Geno as Bankruptcy Counsel
TALEN ENERGY: Moody's Cuts CFR to Ca & Alters Outlook to Stable
TALEN ENERGY: S&P Downgrades ICR to 'CCC', Outlook Negative
TEGRA118 WEALTH: S&P Affirms 'B' ICR, Outlook Stable
TITAN IMPORTS: Taps Choi & Ito and Roberts Fowler as Co-Counsel
TLG CAPITAL: Amends Select Portfolio Secured Claim Pay Details
TNBI INC: Case Summary & 20 Largest Unsecured Creditors
TOP LINE GRANITE: Taps Riemer & Braunstein as Legal Counsel
TRIPOD HOLDINGS: Trustee Taps Odin Feldman & Pittleman as Counsel
TWIN LEGACY: Hits Chapter 11 Bankruptcy Protection
UNION RESIDENCE: Taps Goldberg Weprin Finkel Goldstein as Counsel
URBAN COMMONS: Seeks Approval to Hire LEA Accountancy
VENCHUR INVESTMENTS: Unsecureds to Split $6K in Consensual Plan
VIRGINIA TRUE: Property Sale Proceeds to Fund Plan
WINDSTREAM HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable
[*] S&P Takes Various Actions on 35 Classes from 8 US RMBS Deals
[^] BOND PRICING: For the Week from April 11 to 15, 2022
*********
263 N. GROVE STREET: Hires Andre L. Kydala as Legal Counsel
-----------------------------------------------------------
263 N. Grove Street East Orange LLC seeks approval from the U.S.
Bankruptcy Court for the District of New Jersey to hire the Law
Firm of Andre L. Kydala as its counsel.
The firm's services include the completion of the petition, assist
in retaining all necessary professionals, respond to all inquiries
by the Court and the US Trustee and prepare all needed pleadings.
The Debtor has paid a $6,000 retainer and Andre L. Kydala, Esq.
will bill against the retainer at a rate of $400 per hour.
Mr. Kydala assured the court does not represent or hold any
interest adverse to the debtor or the estate, and is a
disinterested person under 11 U.S.C. Sec. 101(14).
The firm can be reached through:
Andre L. Kydala, Esq.
Law Firm of Andre L. Kydala
PO Box 5537
12 Lower Center St
Clinton, NJ 08809
Phone: +1 908-735-2616
About 263 N. Grove Street East Orange
263 N. Grove Street East Orange LLC sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. N.J. Case No.
22-12355) on March 24, 2022, listing $50,000 in both assets and
liabilities. Andre Kydala, Esq. at the Law Firm of Andre L. Kydala
serves as the Debtor's counsel.
4202 PARTNERS: Court Confirms Lender's Liquidating Plan
-------------------------------------------------------
4202 Fort Hamilton Debt LLC, as secured creditor of debtor 4202
Partners LLC (the "4202 Debtor"), won approval of a its Fourth
Amended Plan of Liquidation, dated October 26, 2021 (the "Lender's
Plan"), which contemplates the sale of the 4202 Property.
On Nov. 14, 2021, the Court approved the Revised Third Amended
Disclosure Statement to the Lender's Plan and a Plan confirmation
hearing was held telephonically before the Court on January 13,
2022, at which appeared, among other parties in interest, M. Ryan
Pinkston, Esq. (Counsel to the Proponent), Kevin J. Nash, Esq.
(Counsel to Debtor), Avrum Rosen, Esq. (Counsel to Samuel
Pfeiffer), and Nazar Khodorovsky, Esq. (Office of the United States
Trustee).
As evidenced by the Certificate of Balloting and the Certificate of
Voting, at least one impaired class has voted to accept the
Lender's Plan-namely, Class 1, comprised of Fort Hamilton Debt's
Secured Claim—thereby satisfying Section 1129(a)(10) of the
Bankruptcy Code.
Judge Nancy Hershey Lord accordingly entered an order confirming
the Lender's Plan, pursuant to 11 U.S.C. Sec. 1129(b).
All objections not previously overruled are overruled in their
entirety.
Pursuant to the Lender's Plan, as well as the 4218 Plan of
Liquidation proposed by Maguire in the 4218 Partners Case, Fort
Hamilton Debt and Maguire may commence marketing the 4202 Property
and the 4218 Property and proceed towards an auction sale of the
Properties, jointly and separately. Fort Hamilton Debt and Maguire
are hereby authorized to retain Rosewood Realty Group as the broker
(the "Broker") to market the 4202 Property and 4218 Property, with
Fort Hamilton Debt and Maguire to pay the fees and expenses of the
Broker pursuant to their separate agreements with the Broker. The
Broker's proposed marketing plan with respect to the 4202 Property
and 4218 Property and the Court directs that such marketing plan
shall include the publication of advertisements regarding the Sale
in the New York Times and Brooklyn Eagle, as well as correspondence
to Maimonides Hospital.
In connection with any Auction, Fort Hamilton Debt shall have the
right to bid all or a portion of the Fort Hamilton Debt Secured
Claim within the meaning of Section 363(k) of the Bankruptcy Code
(the "Credit Bid"), with respect to the sale of the 4202 Property
only (NHL). Fort Hamilton Debt has agreed to cap its Credit Bid at
$12,288,452.37, which amount is comprised of (i) the unpaid
principal balance of its loan to the 4202 Debtor in the amount of
$10,000,000, (ii) the unpaid prepetition interest at the
non-default contract rate in the amount of $2,193,055.56, and (iii)
the total amount of $95,396.81 paid by Fort Hamilton Debt in real
estate taxes and charges that the 4202 Debtor failed to pay.
Notwithstanding the foregoing and for the avoidance of doubt, Fort
Hamilton Debt or Maguire, or both, may submit a cash Bid at any
Auction.
In an effort to maximize value for the Estates of the 4202 Debtor
and the 4218 Debtor and their respective creditors, two Auctions
will be conducted on the same date. Following the Broker's
marketing of both the 4202 Property and the 4218 Property, the
Broker will solicit Bids in connection with an Auction of the 4202
Property jointly with the 4218 Property. Immediately after the
conclusion of such joint Auction, the Broker will solicit Bids in
connection with an Auction of the 4202 Property alone and a
separate Auction of the 4218 Property alone.
A hearing (the "Sale Hearing") to consider approval of the Sale to
the Successful Bidder of either the 4202 Property individually or
the 4202 Property jointly with the 4218 Property, whichever Sale
shall generate the highest dollar amount to be paid to, or largest
reduction in Claims against, the Estate, will take place before the
Court following the filing and service of a notice of hearing with
the date to be coordinated with the Court. Notice of the Sale
Hearing will be filed no less than twenty-one (21) days prior to
the Sale Hearing, unless shortened notice is requested. The Sale
Hearing may be continued to a later date by the Plan Proponent by
sending notice prior to, or making an announcement at, the Sale
Hearing. No further notice of any such continuance will be required
to be provided to any party. At the Sale Hearing, the Plan
Proponent shall present the Successful Bid to the Court for
approval and request entry of the Sale Order.
About 4202 Partners
4202 Partners LLC, based in Brooklyn, NY, filed a Chapter 11
petition (Bankr. E.D.N.Y. Case No. 20-42438). In the petition
signed by Samuel Pfeiffer, manager, the Debtor listed $6,500,000 in
assets and $12,403,577 in liabilities. Goldberg Weprin Finkel
Goldstein LLP serves as bankruptcy counsel to the Debtor.
4218 PARTNERS: Court Confirms Lender's Plan
-------------------------------------------
Maguire Ft. Hamilton LLC, as secured creditor of the debtor and
debtor-in-possession, 4218 Partners LLC, won approval of its a
Fourth Amended Plan of Liquidation, dated October 26, 2021 (the
"Lender's Plan"), which contemplates the sale of the 4218
Property.
The Court issued an order, dated Nov. 14, 2021, approving the Third
Amended Disclosure Statement to the Lender's Plan (the "Disclosure
Statement"), and on Jan 13, 2022, a Plan confirmation hearing was
held telephonically before the Court, at which appeared, among
other parties in interest, Leslie A. Berkoff, Esq. (Counsel to the
Proponent), Isaac Nutovic, Esq. (Counsel to the 4218 Debtor), Avrum
Rosen, Esq. (Counsel to Samuel Pfeiffer), and Nazar Khodorovsky,
Esq. (Office of the United States Trustee).
Judge Nancy Hershey Lord has entered an order confirming the
Lender's Plan, pursuant to 11 U.S.C. Sec. 1129(b).
All objections not previously overruled are overruled in their
entirety.
Pursuant to the Lender's Plan, as well as the 4202 Plan of
Liquidation2 proposed by Fort Hamilton Debt in the 4202 Partners
Case, Maguire and Fort Hamilton Debt may commence marketing the
4218 Property and the 4202 Property and proceed towards an auction
sale of the Properties, jointly and separately. Maguire and Fort
Hamilton Debt are hereby authorized to retain Rosewood Realty Group
as the broker (the "Broker") to market the 4218 Property and 4202
Property, with Maguire and Fort Hamilton Debt to pay the fees and
expenses of the Broker pursuant to their separate agreements with
the Broker. The Broker's proposed marketing plan with respect to
the 4218 Property and 4202 Property, and the Court directs that
such marketing plan shall include the publication of advertisements
regarding the Sale in the New York Times and Brooklyn Eagle, as
well as correspondence to Maimonides Hospital.
In connection with any Auction, Maguire shall have the right to bid
all or a portion of the Maguire Secured Claim within the meaning of
Section 363(k) of the Bankruptcy Code (the "Credit Bid"), with
respect to the sale of the 4218 Property only (NHL). Maguire has
agreed to cap its Credit Bid at $9,171,278.00, which amount is
comprised of (i) the unpaid principal of its loan to the 4218
Debtor, in the amount of, $8,250,000, less the interest reserve
under the mortgage, in the amount of the $742,500, plus (ii) unpaid
pre-petition interest at the non-default contract rate in the
amount of $1,663,778 (which does not include interest on the
interest reserve and provides credit for stub interest).
Notwithstanding the foregoing, and for the avoidance of doubt, Fort
Hamilton Debt or Maguire, or both, may submit a cash Bid at any
Auction.
In an effort to maximize value for the Estates of the 4218 Debtor
and the 4202 Debtor and their respective creditors, two Auctions
will be conducted on the same date. Following the Broker's
marketing of both the 4218 Property and the 4202 Property, the
Broker will solicit Bids in connection with an Auction of the 4218
Property jointly with the 4202 Property. Immediately after the
conclusion of such joint Auction, the Broker will solicit Bids in
connection with an Auction of the 4218 Property alone and a
separate Auction of the 4202 Property alone.
A hearing (the "Sale Hearing") to consider approval of the Sale to
the Successful Bidder of either the 4218 Property individually or
the 4218 Property jointly with the 4202 Property, whichever Sale
shall generate the highest dollar amount to be paid to, or largest
reduction in Claims against, the Estate, will take place before the
Court, following the filing and service of a notice of hearing with
the date and time to be coordinated with the Court. Notice of the
Sale Hearing shall be filed no less than twenty-one (21) days prior
to the Sale Hearing, unless shortened notice is requested. The Sale
Hearing may be continued to a later date by the Plan Proponent by
sending notice prior to, or making an announcement at, the Sale
Hearing. No further notice of any such continuance will be required
to be provided to any party. At the Sale Hearing, the Plan
Proponent shall present the Successful Bid to the Court for
approval and request entry of the Sale Order.
About 4218 Partners
4218 Partners LLC owns the property located at 4218 Fort Hamilton
Parkway, Brooklyn, New York, as well as, all rights attendant to
such property.
4218 Partners LLC, and 175 Pulaski RLM LLC, based in Brooklyn,
N.Y., sought Chapter 11 protection (Bankr. E.D.N.Y. Lead Case No.
19-44444) on July 21, 2019. In the petitions signed by Joseph
Fischman, manager, 4218 Partners estimated assets of $10 million to
$50 million and liabilities of $1 million to $10 million; and 175
Pulaski estimated assets and liabilities of $1 million to $10
million. The cases are assigned to the Hon. Nancy Hershey Lord.
Nutovic & Associates is the Debtors' attorney.
On May 21, 2021, Lender Maguire Ft. Hamilton filed an Amended
Chapter 11 Plan of Reorganization for Debtor 4218 Partners, which
Plan provides for the sale, free and clear of liens, claim, and
encumbrances of the Debtor's 4218 Property. MORITT HOCK & HAMROFF
LLP represents Maguire.
424 GROUP: Seeks to Hire Bellizio + Igel as Special IP Counsel
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424 Group, Inc. seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ Bellizio + Igel PLLC
as its special intellectual property counsel.
The Debtor needs the firm's legal services related to the
maintenance, preservation and sale of its intellectual property.
The hourly rates charged by the firm for its services are as
follows:
Dasniel Bellizio $550 per hour
Denning Rodriguez $500 per hour
Brian Igel $450 per hour
Kristine Sova $450 per hour
Daniel Bellizio, Esq., a partner at Bellizio, disclosed in a court
filing that his firm is disinterested within the meaning of
Bankruptcy Code Section 101(14).
The firm can be reached through:
Daniel J. Bellizio, Esq.
Bellizio + Igel PLLC
305 Madison Ave. 40th Fl.
New York, NY 10165
Phone: 212-873-0250
Email: dbellizio@bilawfirm.com
About 424 Group
424 Group, Inc., a Los Angeles-based company that owns and operates
a clothing store, filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-19407) on
Dec. 23, 2021, listing as much as $10 million in both assets and
liabilities. Gregory Kent Jones serves as the Subchapter V
trustee.
Judge Sandra R. Klein oversees the case.
The Debtor tapped Weintraub & Selth, APC as bankruptcy counsel;
Spheriens Avvocati as Italian litigation counsel; Bellizio + Igel,
PLLC as intellectual property counsel; and Chapman Law Group,
A.P.C. as litigation counsel.
424 GROUP: Taps Chapman Law Group as Special Litigation Counsel
---------------------------------------------------------------
424 Group, Inc. seeks approval from the U.S. Bankruptcy Court for
the Central District of California to employ Chapman Law Group,
A.P.C. as its special litigation counsel.
The Debtor requires legal assistance to prosecute a lawsuit against
its employee and minority shareholder, Guillermo Andrade, in the
Superior Court, County of Marin, Calif. Mr. Andrade has been
accused of embezzling the Debtor's funds.
The hourly rates charged by the firm's attorneys and paralegals are
as follows:
David Chapman $500 per hour
Anna Buzcek $400 per hour
Paralegals $190 per hour
David Capman, Esq., is the attorney at Chapman Law Group who will
be primarily responsible for the Debtor's representation.
Mr. Chapman disclosed in a court filing that his firm is
disinterested as that term is defined in Bankruptcy Code Section
101(14).
The firm can be reached through:
David T. Chapman, Esq.
Chapman Law Group, A.P.C.
950 Northgate Dr., Ste 306
San Rafael, CA 94903
Phone: 415-613-9483
Fax: 415-480-6703
About 424 Group
424 Group, Inc., a Los Angeles-based company that owns and operates
a clothing store, filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. C.D. Calif. Case No. 21-19407) on
Dec. 23, 2021, listing as much as $10 million in both assets and
liabilities. Gregory Kent Jones serves as the Subchapter V
trustee.
Judge Sandra R. Klein oversees the case.
The Debtor tapped Weintraub & Selth, APC as bankruptcy counsel;
Spheriens Avvocati as Italian litigation counsel; Bellizio + Igel,
PLLC as intellectual property counsel; and Chapman Law Group,
A.P.C. as litigation counsel.
5 STAR JETS: May 23 Disclosure Statement Hearing Set
----------------------------------------------------
Judge Laurel M. Isicoff has entered an order within which May 23,
2022 at 1:30 p.m. at the United States Bankruptcy Court, 301 North
Miami Avenue, Courtroom 8, Miami, Florida 33128 is the hearing to
consider approval of the disclosure statement for Debtor 5 Star
Jets, LLC.
In addition, May 16, 2022 is the deadline for objections to
Disclosure Statement.
A full-text copy of the order dated April 12, 2022, is available at
https://bit.ly/38KXoTG from PacerMonitor.com at no charge.
Attorney for the Debtor:
Stan L. Riskin, Esq.
Advantage Law Group, P.A.
20801 Biscayne Blvd., Ste. 506
Aventura, FL 33180
Tel: 305-936-8844
Fax: 305-627-3831
Email: stan.riskin@gmail.com
About 5 Star Jets
5 Star Jets, LLC, filed a petition for Chapter 11 protection
(Bankr. S.D. Fla. Case No. 22-12009) on March 14, 2022, listing up
to $50,000 in assets and up to $500,000 in liabilities. Javier
Salinas, manager, signed the petition.
Judge Laurel M. Isicoff oversees the case.
The Debtor tapped Advantage Law Group, P.A., as legal counsel.
A&M HOME SOLUTIONS: Files Amendment to Combined Plan & Disclosures
------------------------------------------------------------------
A&M Home Solutions, LLC, submitted an Amended Combined Plan and
Disclosure Statement dated April 12, 2022.
The deadline for governmental units to file proofs of claim is July
11, 2022. Any claim which must be filed by the Bar Date and which
is not filed by such date shall be forever barred.
Class 1 consists of General Unsecured Creditors (Non-insider). The
Debtor shall pay such claims (to the extent they are an Allowed
claim) on a pro-rata basis to the extent funds are available from
its sale of residential real property. The total amount of
estimated claims in the class amounts to $368,887.78. Payment shall
be in one lump sum, 30 days following the Effective Date.
Class 2 consists of Interests and Claims of Members. Debora
Gonzalez is the sole member of the Debtor. Ms. Gonzalez will not
retain her membership interest in the Debtor, as the Debtor shall
be dissolved following upon the completion of disbursements under
the terms of this Plan. Unless and until all Class 1 Claims are
paid in full, Ms. Gonzalez shall waive any Claim she personally
holds on account of loans she made to the Debtor.
On February 2, 2022, the Debtor closed on the sale of 436 Detroit
Avenue, Royal Oak, MI 48073. The net proceeds from that sale
totaled $46,707.43. The Debtor shall fund the Plan from these
proceeds. Upon full disbursement of such proceeds, the Debtor shall
dissolve and will not continue operations.
If the plan is confirmed by the Court:
* Its terms are binding on the debtor, all creditors,
shareholders and other parties in interest, regardless of whether
they have accepted the plan.
* In the case of a limited liability company that is liquidating
and not continuing its business, as in this case:
-- Claims and interests will not be discharged.
-- Creditors and members will not be prohibited from asserting
their claims against or interests in the debtor or its assets.
A full-text copy of the Combined Plan and Disclosure Statement
dated April 12, 2022, is available at https://bit.ly/3rr840g from
PacerMonitor.com at no charge.
Attorney for the Debtor:
Anthony J. Miller (P71505)
Osipov Bigelman, P.C.
20700 Civic Center Dr., Ste. 420
Southfield, MI 48076
Tel: (248) 663-1800
Fax: (248) 663-1801
Email: yo@osbig.com
About A&M Home Solutions
A&M Home Solutions, LLC is a Royal Oak, Mich.-based company engaged
in activities related to real estate.
A&M Home Solutions filed a petition for Chapter 11 protection
(Bankr. E.D. Mich. Case No. 21-49264) on Nov. 29, 2021, disclosing
up to $1 million in assets and up to $10 million in liabilities.
Debora Lynn Gonzalez, managing member, signed the petition.
Yuliy Osipov, Esq., at Osipov Bigelman, P.C. is the Debtor's legal
counsel.
A.G. DILLARD: Disclosures and Plan Due May 3
--------------------------------------------
Judge Rebecca B. Connelly has entered an order setting a May 3,
2022 deadline for A.G. Dillard, Inc. to file a Disclosure Statement
and Plan.
If the Debtor fails to timely file the Amended Schedules, and/or a
disclosure statement and plan by the deadlines, the Debtor shall
appear and show cause why the case should not be converted or
dismissed on May 5, 2022 at 11:00 a.m. in the United States
Bankruptcy Court located in Lynchburg, Virginia via Zoom.
The deadline for the Debtor to file, if necessary, amended
schedules, including but not limited to schedule E/F, shall be on
or before April 20, 2022.
All creditors, other than "governmental units," holding or wishing
to assert timely filed claims against the Debtor are required to
filed with the Bankruptcy court on or before May 20, 2022 (the
"Non-Governmental Bar Date"), a separate completed and executed
proof of claim form on account of any claim such creditors may hold
or wish to assert against the Debtor; and all "governmental units"
holding or wishing to assert timely filed claims against the Debtor
are required to file with the Bankruptcy court on or before August
8, 2022.
Counsel for the Debtor:
Robert S. Westermann, Esq.
Brittany B. Falabella, Esq.
HIRSCHLER FLEISCHER, P.C.
P.O. Box 500
Richmond, VA 23218
Tel: (804) 771-9500
Fax: (804) 644-0957
E-mail: rwestermann@hirschlerlaw.com
bfalabella@hirschlerlaw.com
About A.G. Dillard
A.G. Dillard, Inc., is an excavating contractor in Troy, Va. It
provides a wide variety of site construction services, including
site remodeling, clearing and demolition, pond repair or
conversion, excavating and grading, site concrete, and paving.
A.G. Dillard sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. W.D. Va. Case No. 22-60115) on Feb. 9, 2022, listing
up to $50 million in both assets and liabilities. Alan G. Dillard,
III, president, signed the petition.
Judge Rebecca B. Connelly oversees the case.
The Debtor tapped Robert S. Westermann, Esq., at Hirschler
Fleischer, PC as bankruptcy counsel; Michie, Hamlett, Lowry,
Rasmussen & Tweel, PLLC as special counsel; RJ Reuter, LLC as
financial advisor; and Shelton & Company, CPAs, PC as accountant.
Blue Ridge Bank, as lender, is represented by Williams Mullen.
The U.S. Trustee for Region 4 appointed an official committee of
unsecured creditors in the Debtor's case on Feb. 23, 2022. The
committee is represented by Kutak Rock, LLP.
AE SOLUTIONS: Seeks to Hire Guidant Law as Bankruptcy Counsel
-------------------------------------------------------------
AE Solutions, LLC seeks approval from the U.S. Bankruptcy Court for
the District of Arizona to hire Guidant Law, PLC as its bankruptcy
counsel.
The firm will provide legal advice with respect to the Debtor's
Chapter 11 proceedings and reorganization.
The firm will charge these hourly rates:
Attorneys $200 - $475
Paralegals $125 - $150
Paralegal Assistant $80 - $100
D. Lamar Hawkins, manager of Guidant Law, assured that the firm
represents no interest adverse 4 to the Debtor or the bankruptcy
estate.
The firm can be reached through:
D. Lamar Hawkins, Esq.
GUIDANT LAW, PLC
402 East Southern Avenue
16 Tempe, AZ 85282
Phone: +1 602-888-9229
About AE Solutions, LLC
AE Solutions, LLC is a full-service, Service Disabled Veteran-Owned
Small Business (SDVOSB) certified construction firm that offers
construction and project management, and general contracting of
electrical, civil, structural, and renewable energy projects for
government and private commercial clients throughout the nation.
The Debtor sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. D. Ariz. Case No. 22-01806) on March 25,
2022. In the petition signed by William A. Clifton, manager, the
Debtor disclosed up to $10 million in both assets and liabilities.
D. Lamar Hawkins, Esq., at Guidant Law, PLC, is the Debtor's
counsel.
ASPIRE BAKERIES: Moody's Lowers CFR to B3, Outlook Stable
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of Aspire Bakeries
Holdings, LLC ("Aspire") including the company's Corporate Family
Rating to B3 from B2 and Probability of Default Rating to B3-PD
from B2-PD. Moody's also downgraded the ratings on the company's
senior secured first-lien revolving credit facility and senior
secured first-lien term loan to B2 from B1, and senior secured
second-lien term loan to Caa2 from Caa1. The rating outlook is
stable.
The rating downgrades reflect elevated leverage and weak free cash
flow due to inflationary cost pressure, high interest bearing debt,
and working capital needs. Moody's projects that debt/EBITDA will
increase from 5.5x (on a Moody's-adjusted basis) as of October 31,
2021, to approximately 6.4x by the end of fiscal 2022 ended July,
due to inflationary pressure. Moody's expects a gradual EBITDA
recovery in the following fiscal year as pricing catches up to
costs, assuming supply chain and inflationary pressures normalize.
However, Moody's expects earnings and free cash flow to remain
below previous expectations, resulting in leverage remaining
elevated despite some deleveraging projected in fiscal 2023.
Outlays for transaction related costs and a normalization of
receivables collections also consumed cash in the first half of
fiscal 2022 and while not expected to reoccur, result in less cash
and more revolver borrowings than anticipated that weakened
liquidity.
Moody's took the following rating actions:
Downgrades:
Issuer: Aspire Bakeries Holdings, LLC
Corporate Family Rating, Downgraded to B3 from B2
Probability of Default Rating, Downgraded to B3-PD from B2-PD
Senior Secured 1st Lien Term Loan, Downgraded to B2 (LGD3) from B1
(LGD3)
Senior Secured Multi-Currency Revolving Credit Facility,
Downgraded to B2 (LGD3) from B1 (LGD3)
Senior Secured 2nd Lien Term Loan, Downgraded to Caa2 (LGD6) from
Caa1 (LGD6)
Outlook Actions:
Issuer: Aspire Bakeries Holdings, LLC
Outlook, Remains Stable
RATINGS RATIONALE
Aspire's B3 Corporate Family Rating reflects its modest scale, thin
operating profit margin and narrow product categories within the
food processing sector. The rating also reflects weak free cash
flow due to inflationary cost pressures, high interest bearing
debt, and working capital needs. Aspire's ratings are supported by
its leading market positions in breads, cookies, donuts and muffins
within US foodservice channels, and improving topline driven by
pricing and an ongoing recovery in foodservice. The company's
private equity ownership creates event risk, reflecting possible
future debt-financed acquisitions or shareholder distributions.
However, this financial policy risk is balanced against the
sponsor's significant cash equity contribution and its previous
history with the acquired assets.
Aspire's liquidity is adequate. Moody's projects negative free cash
flow in fiscal 2022 in the $40-$50 million range primarily because
of inflationary cost pressures, high interest bearing debt,
one-time transaction related items, and working capital timing. The
free cash flow deficit will primarily be funded with cash on hand
and a partial draw on the revolver. Moody's expects free cash flow
to improve in the following fiscal year to approximately $10
million as the impact of one-time transaction related items rolls
off and EBITDA recovers, absent further cost pressure. Liquidity is
supported by a $100 million revolving credit facility due May 2026,
which is the primary source of external liquidity. At the end of
the first fiscal quarter ended October 31, 2021, Aspire had roughly
$18 million of cash on hand and $89 million of revolver
availability, as approximately $11 million was drawn on the
revolver. There are no material debt maturities in the near term.
Mandatory annual debt amortization of 1% on the first lien term
loan is approximately $3 million per year and manageable within the
cash sources. The company's revolving credit facility contains a
6.00x maximum first lien net leverage covenant that springs when
availability falls below 65%, which Moody's expects to be triggered
over the next 12 months as Moody's projects the company to draw up
to $40 million on the revolver over that time period. If triggered,
Moody's expects that the company will have sufficient cushion.
The company completed a sale-leaseback transaction in the second
quarter of fiscal 2022 which generated proceeds of approximately
$52 million, of which $40 million was used to reduce outstanding
debt on the term loans, and the remaining $12 million for
operations and working capital. While the transaction results in
incremental annual cash lease payments, Moody's estimates that the
cash impact will be largely offset by lower cash interest from the
corresponding reduction of debt.
ESG CONSIDERATIONS
Aspire is moderately negatively exposed to social risks related to
customer relations, responsible production, health and safety
standards and evolving consumer trends. The company is also
moderately negatively exposed to environmental risks such as
reliance on agricultural commodities, energy & emissions impacts,
and waste and pollution.
Moody's regards the coronavirus outbreak as a social risk under its
ESG framework, given the substantial implications for public health
and safety, and the government measures put in place to contain it.
Although an economic recovery is underway, continuation will be
closely tied to containment of the virus. As a result, there is
uncertainty around Moody's forecasts. Aspire has significant
exposure to foodservice, approximately 75% of sales, and was
significantly negatively impacted in 2020 due to restaurant
closures and capacity restrictions.
Aspire's governance is influenced by its private equity ownership.
Moody's expects that financial policies will remain aggressive with
possibly sustained high leverage and the potential for debt funded
acquisitions and cash distributions. However, Moody's also expects
that Aspire will benefit from Lindsay Goldberg's sector knowledge,
operational expertise and familiarity with specific acquired
assets.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Moody's expectation that the company
will successfully complete its transition to a standalone operation
this year, that operating performance will improve over the next 18
months, and that the company will maintain adequate liquidity to
navigate the high inflationary cost environment over the next
year.
A rating upgrade could occur if Aspire is able to steadily improve
operating performance including positive organic revenue growth
with stable to higher margins, and consistent and solid free cash
flow generation. Aspire would also need to sustain debt/EBITDA
below 5.5x.
A rating downgrade could occur if cost or competitive pressure
continue to reduce earnings, margins were to significantly
deteriorate from current levels, free cash flow remains weak or
negative, liquidity deteriorates, or the financial policy becomes
more aggressive.
CORPORATE PROFILE
Operated out of Los Angeles, California, Aspire Bakeries Holdings
LLC produces and sells breads, cookies, donuts and muffins,
primarily to foodservice and retail in-store bakery customers. The
company sells private label (70% of sales) and branded products
(30% of sales) under the La Brea Bakery, Otis Spunkmeyer and Oakrun
Farm Bakery brands. Aspire was previously a standalone subsidiary
of Aryzta AG. The business was acquired by Aspire's private equity
sponsor Lindsay Goldberg for $850 million in May 2021. Annual sales
approximate $1.2 billion.
The principal methodology used in these ratings was Consumer
Packaged Goods Methodology published in February 2020.
ATHABASCA OIL: S&P Upgrades ICR to 'B' on Projected Debt Reduction
------------------------------------------------------------------
S&P Global Ratings raised its long-term credit rating on Athabasca
Oil Corp. (AOC) to 'B' from 'B-'.
In conjunction with the raised issuer credit rating, S&P also
raised its issue-level rating on the company's second-lien debt to
'BB-' from 'B+'. The '1' recovery rating on the debt is unchanged.
The stable outlook reflects S&P Global Ratings' expectation that
AOC will be able to generate revenues and cash flows well above its
projected spending. Moreover, the sizable projected positive free
operating cash flow creates a large liquidity cushion that should
insulate the company's financial risk profile, to some degree, from
the adverse effects of unanticipated operational or market shocks.
S&P Global Ratings' increased oil and gas price assumptions and
projected debt repayment have amplified cash flow ratio
improvement. Our increased oil and gas price assumptions (published
April 5, 2022), and AOC's expected debt repayment during our
2022-2023 forecast period, have accelerated the improvement of the
company's credit metrics. With our West Texas Intermediate (WTI)
2022 and 2023 price assumptions now 33% and 30% higher,
respectively, than those factored into our previous forecast, and
AOC's long-term debt projected to decrease in 2022 and 2023 by 30%
and 48%, respectively (relative to our previous forecast debt
amounts), in line with the excess cash flow payment provisions
under the terms of the company's US$350 million second-lien notes,
we now project two-year FFO to debt of over 100%, relative to the
35%-40% under our previous forecast. The substantial improvement in
cash flow ratios is due entirely to the compounding positive
effects of both higher crude oil price realizations and debt
reduction. Although we expect production costs, excluding the cost
for diluent blending, will rise in 2022 and 2023 due to
industrywide cost inflation, our projected operating cost increases
will be fully offset by materially stronger revenues. Of more
importance, we expect our fully adjusted FFO-to-debt ratio will
remain above 55% under our long-term WTI and Western Canadian
Select (WCS) assumptions, as AOC's low projected debt will temper
the ratio deterioration that typically occurs for heavy oil
producers, when oil prices fall. We also anticipate the company
would rein in capital spending as oil prices weaken. This projected
resilience of its FFO-to-debt ratio at our US$50 per barrel (/bbl)
WTI price assumption and $15/bbl WCS differential, AOC's continued
focus on developing existing acreage, and our expectation of the
company's continued capital spending discipline are the primary
factors supporting the upgrade.
A substantial liquidity cushion and no near-to-medium term
refinancing risk limit rating downside. Although AOC is projected
to generate stronger revenues and cash flow under S&P's updated
price assumptions, S&P Global Ratings expects the company's capital
spending will be limited to maintaining its daily average
production near 2022 levels. Therefore, S&P is projecting sizable
net positive sources of liquidity during the upcoming 12-month
period. Furthermore, the company's large cash balance, recently
amended credit facility (currently undrawn), and 2026 long-term
debt maturity ensure no near-term refinancing risk.
AOC's long-term leverage metrics remain vulnerable to a sharp
reduction in WTI oil prices or widening heavy oil differentials.
S&P said, "Despite the projected improvement of our fully adjusted
FFO-to-debt ratio under our long-term WTI and WCS assumptions, the
potential for severe ratio deterioration in a weak price
environment still exists. A WTI price below US$50/bbl, and a wider
than US$15/bbl WCS differential could cause AOC's FFO-to-debt ratio
to fall by up to three categories under our 2024 assumptions." As a
result of the company's narrowly focused upstream operations, with
heavy oil production expected to continue accounting for the
majority of daily average production, and the credit ratio
volatility associated with the narrow product mix, there is
negligible potential for any further rating upside.
S&P said, "The stable outlook reflects S&P Global Ratings'
expectation that AOC will be able to generate revenues and cash
flows well above its projected spending over the next one-to-two
years. Moreover, the sizable projected positive free operating cash
flow creates a large liquidity cushion that should insulate the
company's financial risk profile, to some extent, from the adverse
effects of unanticipated operational or market shocks.
Significantly higher crude oil prices, substantial free cash flow
generation, and mandated debt repayments during our forecast period
result in significantly stronger cash flow metrics under our
updated base-case scenario for AOC, including FFO to debt well
above 60% and debt to EBITDA below 1.0x.
"We would lower the rating, if AOC's financial performance
deteriorated materially, such that the company's fully adjusted
two-year average FFO-to-debt ratio decreased below 45% for a
sustained period. We believe this could occur, if crude oil prices
fell significantly from our current assumptions and the company did
not reduce capital spending, or if AOC materially increased its
debt, without generating offsetting incremental cash flow.
"Further rating upside will not occur at AOC's current limited
scale and scope of its operations. To support an upgrade, AOC would
need to significantly expand the scale of its operations, reduce
the component of heavy oil in its product mix, and strengthen its
profitability to improve our assessment of its business risk
profile."
ESG credit indicators: E-4, S-4, G-2
Climate transition risks; Social capital
S&P said, "Environmental and social factors are negative
considerations in our credit rating analysis of AOC. Environmental
factors, specifically the high greenhouse gas emissions associated
with AOC's thermal heavy oil production, influence our assessment
of the company's cost structure, profitability, and rating.
Furthermore, the protracted social activism against pipeline
capacity expansion has stunted future growth prospects for oil
sands production. We believe the company's credit profile remains
weakened by the social risks in the supply chain. Notably, the
protracted delays in completing new pipeline projects have kept
heavy oil price differentials above pipeline transportation costs
in the recent past. With the start-up of Enbridge's expanded Line
3, the light-heavy oil differential has contracted, and S&P Global
Ratings expects it should remain largely aligned with pipeline
transportation economics during our 2022-2024 forecast period. AOC
is also pursuing a carbon capture project at its Leismer project,
aimed at reducing its carbon emissions at that project."
BAY PLACE: Unsecured Creditors to be Paid in Full in Plan
---------------------------------------------------------
Bay Place Condominium Association, Inc., filed with the U.S.
Bankruptcy Court for the Southern District of Florida a Chapter 11
Plan of Reorganization dated April 12, 2022.
The Debtor has been beset for financial problems for years. The
Debtor consistently failed to budget and/or collect sufficient
assessment revenue to have any reserves. As a result, the
Condominium, now faced with its' 40-year review and involved in
several pieces of contentious litigation, was unable to obtain
financing without resolving the litigation through the bankruptcy
case.
As detailed in the Liquidation Analysis, the Debtor's value of the
Debtor's assets on a liquidation basis is de minimis and such that
there would be no available distribution for unsecured creditors in
a Chapter 7. In contrast, the Debtor is proposing to pay holders of
Allowed General Unsecured Claims the Disposable Income Sum.
Distributions under the Plan will provide not only a greater
recovery to holders of Allowed Claims against the Debtor on account
of such Allowed Claims as would distributions in a Chapter 7
liquidation, but an actual recovery that liquidation would not
provide.
Class 1 shall consist of Allowed General Unsecured Vendor Claims.
The class of General Unsecured Vendor Claims include all claims
that were listed as on the Debtor's Bankruptcy Schedules, were not
already satisfied pursuant to an Order from the Court, or were
filed by General Unsecured Vendors that were already provided for
under the Debtor's yearly budget, which provide (or provided)
necessary services for the Bay Place Condominium owners, and which
are either not objected to or the objection by the Debtor has been
resolved. Class 1 Claims, not subject to objection, shall receive
payment in full upon confirmation.
Class 2 shall consist of Allowed Litigation Claims and Litigation
Expenses. Class 2 consists of three (3) filed claims by 1) Bogan
Law, Claim 3 for $13,850.97 and 2) Claims 4 & 5 filed by two unit
owners each seeking $96,000.00 for issues involving the Bay Place
boat docks. The Debtor is administratively insolvent and is only
able to pay a portion of these claims through exit funding. These
claims will be paid out at 5%, in cash, of the allowed claim amount
at the time of Confirmation. This payment exceeds the ability by
the Debtor to pay this class anything in a liquidation. The
Litigation Claims and Litigation Expenses Class will be paid 5% of
their Claim amounts at the time of confirmation.
Class 3 shall consist of the Equity Interests of the Debtor. The
current Equity Security Holders of the Debtor will retain their
Equity Interests in the Debtor in the same amounts as exist on the
Effective Date.
The Plan shall be funded through the revenues generated from
assessments of Unit Owners and other business operations which will
be used to repay funds obtained under the Exit Funding provided by
203 CMO Zone Fund, LP, a Delaware Limited Partnership.
A full-text copy of the Plan of Reorganization dated April 12,
2022, is available at https://bit.ly/3ruwPc7 from PacerMonitor.com
at no charge.
Counsel for Debtor:
Kristopher Aungst, Esq.
Paragon Law, LLC
2000 S. Bayshore Dr., Suite 11
Miami, FL 33133
Tel: (305) 812-5443
Email: ka@paragonlaw.miami
About Bay Place
Bay Place Condominium Association, Inc., oversees a residential
building located in Hallandale Beach, Florida. It is comprised of
26 privately owned units and limited common elements owned by unit
owners in proportional shares, along with 6 dock slips owned by
those dock slip owners.
Bay Place Condominium Association sought protection for relief
under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Fla. Case No.
22-10223) on Jan. 12, 2022, listing $50,000 in both assets and
liabilities. Kristopher Aungst, Esq. at Paragon Law serves as the
Debtor's counsel.
BFCD PROPERTIES: Amends Plan to Include Equity Interest Claims Pay
------------------------------------------------------------------
BFCD Properties, LLC, submitted a Third Amended Disclosure
Statement in support of its Chapter 11 Plan dated April 12, 2022.
The Plan provides for payment of administrative expenses, priority
claims, and secured creditors in full, either in cash or in
deferred cash payments, and provides for payments to unsecured
creditors in an amount greater than they would receive in the event
of a Chapter 7 liquidation. Funds for implementation of the Plan
will be derived from the Debtor's business income.
Like in the prior iteration of the Plan, Class C consists of all
general unsecured claims against the Debtor, including the
unsecured portion of Class B-2. Holders of Class C claims shall be
paid, pro rata, a total of $5,000.00, to be paid on the Effective
Date.
Class D consists of all Equity Interests in the Debtor. The holders
of Class D interests shall retain such interests, provided that (1)
they contribute new value; and (2) no distributions may be made to
such Class on account of their ownership interest until all Class C
creditors have been paid.
The Debtor shall fund this Plan with income from the operation of
its business and cash on hand. Such income will come from payments
made by its principals for rental for the Debtor's real estate and
motor vehicles. The payments that will be made will mirror those
called for under the Plan, such that the Debtor will be able to
satisfy its obligations thereunder. The Debtor's principals will
also pay any attorney's fees and costs and any other payments
required. The Debtor shall retain the Assets of the estate and
shall pay the creditors the amounts set forth in the Plan.
In the event of liquidation of the Debtor's estate, there is cash
in the Debtor in Possession account (as of 9/30/21) having a net
liquidation value of $2,028.71, three motor vehicles, two of which
are underwater and one (the 2016 VW Jetta) having a net liquidation
value of $2,383.83, and a parcel of underwater real estate. After
taking into account costs and expenses of sale and trustee
commissions, and assuming that the Chapter 7 Trustee would even
administer an estate of this size and composition, there would be
approximately $4,412.54, pre-tax, for unsecured creditors. The Plan
pays $5,000.00. There are no avoidable prepetition transfers.
A full-text copy of the Third Amended Disclosure Statement dated
April 12, 2022, is available at https://bit.ly/3ErrDek from
PacerMonitor.com at no charge.
Attorneys for the Debtor:
Brett Weiss, Esq.
THE WEISS LAW GROUP, LLC
8843 Greenbelt Road, Suite 299
Greenbelt, Maryland 20770
Tel: (301) 924-4400
Fax: (240) 627-4186
E-mail: lawyer@brettweiss.com
- and -
Kara Katherine Gendron, Esq.
MOTT & GENDRON LAW
125 State Street
Harrisburg, Pennsylvania 17101
Tel: (717) 232-6650
Fax: (717) 232-0477
E-mail: karagendron@gmail.com
About BFCD Properties
BFCD Properties, LLC, sought protection for relief under Chapter 11
of the Bankruptcy Code (Bankr. M.D. Pa. Case No. 21-01127) on May
18, 2021, listing $100,001 to $500,000 in both assets and
liabilities. Judge Henry W. Van Eck oversees the case. The Weiss
Law Group, LLC and Mott & Gendron Law serve as the Debtor's legal
counsel.
BLACK NEWS CHANNEL: U.S. Trustee Appoints Creditors' Committee
--------------------------------------------------------------
The U.S. Trustee for Region 21 on April 12 appointed an official
committee to represent unsecured creditors in the Chapter 11 case
of Black News Channel, LLC.
The committee members are:
1. The News Project, Inc.
c/o Merrill Brown, CEO
630 West 246th Street Unite 524
Bronx, NY 10471
Tel: (917)-534-3544
Email: Merrill@thenewsproject.net
2. The Associated Press
c/o Louis Sarok, Assistant General Counsel
200 Liberty Street
New York, NY 10281
Tel: (212)-621-7813
Email: Lsarok@ap.org
Official creditors' committees serve as fiduciaries to the general
population of creditors they represent. They may investigate the
debtor's business and financial affairs. Committees have the right
to employ legal counsel, accountants and financial advisors at a
debtor's expense.
About Black News Channel
Black News Channel, LLC is a news network and the only provider of
24/7 multiplatform programming dedicated to covering the unique
perspectives, challenges and successes of Black and Brown
communities.
Black News Channel sought Chapter 11 bankruptcy protection (Bankr.
N.D. Fla. Case No. 22-40087) on March 28, 2022. In the petition
signed by Maureen Brown, vice president of finance, the Debtor
listed as much as $50 million in both assets and liabilities.
Judge Karen K. Specie oversees the case.
Richard R. Thames, Esq., at Thames Markey, P.A., is the Debtor's
counsel.
BLACK NEWS: Seeks to Hire Thames | Markey as Bankruptcy Counsel
---------------------------------------------------------------
Black News Channel seeks approval from the U.S. Bankruptcy Court
for the Northern District of Florida to hire Thames | Markey as its
bankruptcy counsel.
The professional services to be rendered by TM are principally
bankruptcy related, including development and implementation of a
plan of reorganization for the Debtor, but may also include general
corporate, litigation, real estate and other legal services.
The firm will be paid at these hourly rates:
Partners $465
Paralegals $95
Thames | Markey represents no interest materially adverse to the
Debtor or to its estate in the matters upon which they are to be
engaged, and their employment is necessary and would be in the best
interest of the estate, according to court filings.
The firm can be reached through:
Richard R. Thames, Esq.
Bradley R. Markey, Esq.
THAMES I MARKEY
50 North Laura Street, Suite 1600
Jacksonville, FL 32202
Phone: (904) 3s8-4000
Fax: (904) 358-4001
Email: rrt@thamesmarkey.law
brm@thamesmarkey.law
About Black News Channel
Black News Channel is a news network and the only provider of 24/7
multiplatform programming dedicated to covering the unique
perspectives, challenges and successes of Black and Brown
communities.
Black News Channel sought Chapter 11 bankruptcy protection (Bankr.
N.D. Fla. Case No. 22-40087) on March 28, 2022. In the petition
signed by Maureen Brown, vice president of finance, it listed
estimated assets between $10 million and $50 million and estimated
liabilities between $10 million and $50 million. Richard R. Thames,
Esq., THAMES MARKEY, P.A., is the Debtor's counsel.
BOULDER BOTANICALS: Seeks to Hire Newpoint as Financial Advisor
---------------------------------------------------------------
Boulder Botanicals & Biosciences Laboratories, Inc. seeks approval
from the U.S. Bankruptcy Court for the District of Colorado to hire
Newpoint Advisors Corporation as its financial advisor.
Boulder Botanicals requires a financial advisor to:
a. assist the Debtor in complying with all of the requirements
of a Chapter 11 bankruptcy, including, without limitation, the
preparation of cash collateral budgets and monthly operating
reports;
b. perform a financial review, including, but not limited to,
a review and assessment of the Debtor's assets and financial
information;
c. identify cost reduction and operations improvement
opportunities for the Debtor;
d. participate in the Debtor's communications and negotiations
with creditors and other concerned parties, including
potential purchasers; and
e. actively participate in the Section 363 sale process.
The hourly rates charged by the firm for its services are as
follows:
Carin Sorvik, CPA, CIRA $275
Other NAC Professionals and Support $125 - $275
The retainer fee is $10,000.
Carin Sorvik, CPA, CIRA, a senior director at Newpoint, disclosed
in a court filing that she is "disinterested" as such term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Carin Sorvik, CPA, CIRA
Newpoint Advisors Corporation
1320 Tower Rd
Schaumburg, IL 60173
Phone: (800) 306-1250
Fax: (702) 543-3881
About Boulder Botanical
Boulder Botanical & Bioscience Laboratories, Inc. operates a hemp
CBD product manufacturing facility. It is based in Golden, Colo.
Boulder Botanical filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. Colo. Case No. 21-15340) on Oct.
21, 2021, listing up to $500,000 in assets and up to $10 million in
liabilities. John Smiley serves as Subchapter V trustee.
Judge Elizabeth E. Brown oversees the case.
Thomas G. Zeichman, Esq., at Beighley, Myrick, Udell + Lynne, P.A.
and Newpoint Advisors Corporation serve as the Debtor's legal
counsel and financial advisor, respectively.
CE ELECTRICAL: Unsecureds Will be Paid 5% Dividend Under Plan
-------------------------------------------------------------
CE Electrical Contractors, LLC, submitted a Sixth Amended Plan of
Reorganization.
The Debtor will operate its business and pay secured creditors and
priority tax claims in full over time. The Debtor will pay a
distribution to unsecured creditors. Its principal, will infuse
new value monies into the Debtor to purchase the equity in the
Reorganized Debtor.
Class 9 Allowed Unsecured Claims will be paid a 5% dividend of the
allowed amounts of their Claims over 68 months beginning in month 5
of the Plan. In year 1, beginning in month 5, the monthly payment
will be $2,400, the monthly payment amount in year 2 will be
$3,999.66, the monthly payment amount in year 3 will be $5,999, the
monthly payment amount in year 4 will be $5,999, the monthly
payment amount in year 5 will be $10,479, and the monthly payment
amount in year 6 will be $17,198 with $640 added to the final
payment in month 72. Total payments to this class will be
$543,942. The dividend of 5% is estimated and the actual dividend
may be higher or lower depending on the allowance of Class 9
claims. If the Court approves the proposed temporary injunction
and Paul Calafiore obtains the sole membership interest in the
Debtor, then at month 36 he will contribute an additional $50,000
from his own funds and not from the Debtor in new value monies to
the Debtor with the $50,000 to be distributed by the Debtor to
members of Class 9 in month 36.
A reserve will be established to hold all amounts which would be
distributed to holders of a disputed Class 9 Claim until such
Disputed Claim is resolved by a Final Order. Each holder of a
disputed Class 9 Claim will have recourse only to the undistributed
funds held in the Disputed Claims Reserve for satisfaction of the
distributions to which holders of disputed Class 9 claims are
entitled under the Plan and not to the reorganized Debtor, its
property or any assets previously distributed on account of any
Allowed Claim. Class 9 is impaired.
A copy of the Plan dated April 8, 2022, is available at
https://bit.ly/3DXJxF6 from PacerMonitor.com.
About CE Electrical Contractors
CE Electrical Contractors LLC filed a voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No.
21-20211) on March 5, 2021. Paul Calafiore, the managing member,
signed the petition. In the petition, the Debtor disclosed total
assets of $1,625,485 and total liabilities of $8,648,831.
Judge James J. Tancredi oversees the case.
The Debtor tapped The Fox Law Corporation, Inc., as lead bankruptcy
counsel, and Boatman Law LLC as local bankruptcy counsel.
CECCHI GORI: June 2 Plan & Disclosure Hearing Set
-------------------------------------------------
On April 8, 2022, Cecchi Gori Pictures, Cecchi Gori USA, Inc. and
J-Invest SpA submitted a Combined Plan and Disclosure Statement.
On April 11, 2022, Judge M. Elaine Hammond tentatively approved the
Disclosure Statement and ordered that:
* May 13, 2022 is fixed as the last day to submit written
ballots accepting or rejecting the Plan.
* May 13, 2022 is fixed as the last day to file and serve
written objections to the Disclosure Statement or to confirmation
of the Plan.
* June 2, 2022 at 10:00 a.m. is the hearing on final approval
of the Disclosure Statement and on confirmation of the Plan.
A full-text copy of the order dated April 11, 2022, is available at
https://bit.ly/3KOlxH5 from PacerMonitor.com at no charge.
Counsel for the Debtors:
Ori Katz, Esq.
Robert K. Sahyan, Esq.
Matt Klinger, Esq.
Sheppard, Mullin, Richter & Hampton LLP
A Limited Liability Partnership
Including Professional Corporations
Four Embarcadero Center, 17th Floor
San Francisco, CA 94111-4109
Telephone: 415-434-9100
Facsimile: 415-434-3947
Email: okatz@sheppardmullin.com
rsahyan@sheppardmullin.com
mklinger@sheppardmullin.com
About Cecchi Gori
Cecchi Gori Pictures and Cecchi Gori USA, Inc. filed voluntary
Chapter 11 petitions (Bankr. N.D. Cal. Case No. 16-53499) on Dec.
14, 2016. At the time of the filing, each Debtor disclosed assets
of between $1 million and $10 million and liabilities of the same
range.
The cases are assigned to Judge Elaine M. Hammond. The Debtors
hired Sheppard Mullin Richter & Hampton, LLP as their bankruptcy
counsel.
CHEF CASEY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Chef Casey, LLC
K.C. American Bistro
885 Vanderbilt Beach Road
Naples, FL 34108
Business Description: Chef Casey owns and operates a restaurant
offering regional cuisine.
Chapter 11 Petition Date: April 14, 2022
Court: United States Bankruptcy Court
Middle District of Florida
Case No.: 22-00426
Debtor's Counsel: Mike Dal Lago, Esq.
DAL LAGO LAW
999 Vanderbilt Beach Rd. Suite 200
Naples, FL 34108
Tel: 239-571-6877
Email: mike@dallagolaw.com
Estimated Assets: $0 to $50,000
Estimated Liabilities: $1 million to $10 million
The petition was signed by Keith R. Casey, managing member.
A copy of the Debtor's list of 20 largest unsecured creditors is
available for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/4HCLT6Y/Chef_Casey_LLC__flmbke-22-00426__0002.0.pdf?mcid=tGE4TAMA
A full-text copy of the petition is available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/73X5G3Y/Chef_Casey_LLC__flmbke-22-00426__0001.0.pdf?mcid=tGE4TAMA
CITY WIDE COMMUNITY: May 19 Hearing on Second Amended Plan
----------------------------------------------------------
The Bankruptcy Court has entered an order that a hybrid hearing on
the confirmation of the Plan of City Wide Community Development
Corp. et al. will be conducted live and electronically before the
United States Bankruptcy Court, Northern District of Texas, Dallas
Division on Thursday, May 19, 2022, at 10:30 a. m. (Central
Standard Time. The live hearing will be held before the Hon.
Michelle V. Larson, 1100 Commerce Street, 14th Floor, Dallas, Texas
75241.
Thursday, May 12, 2022, at 12:00 noon (Central Standard Time), is
the deadline for filing and serving written objections to
confirmation of the Plan.
Thursday, May 12, 2022, at 12:00 noon (Central Standard Time), is
the deadline for filing ballots accepting or rejecting the Plan.
About City-Wide Community Development Corp.
City-Wide Community Development Corp. and affiliates are primarily
engaged in renting and leasing real estate properties.
City-Wide Community Development Corp. and affiliates Lancaster
Urban Village Residential, LLC and Lancaster Urban Village
Commercial, LLC sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 21-30847) on April
30, 2021. In the petitions signed by Sherman Roberts, president
and chief executive officer, the Debtors disclosed $12,026,657 in
assets and $10,332,946 in liabilities. Judge Michelle V. Larson
oversees the cases. Kevin S. Wiley, Sr., Esq. and Kevin S. Wiley,
Jr., Esq. at the Wiley Law Group, PLLC, are the Debtors' legal
counsel.
CLUB AT MEXICO: Seeks to Hire Roberson & Associates as Accountant
-----------------------------------------------------------------
The Club at Mexico Beach Home Owners' Association, Inc. seeks
approval from the U.S. Bankruptcy Court for the Northern District
of Florida to employ Roberson & Associates, PA to prepare its 2021
federal tax return.
The firm will be paid $200 for its services.
Michael McKenzie, a member at Roberson & Associates, disclosed in a
court filing that the firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Michael D. McKenzie, CPA
Roberson & Associates, PA
116A Sailors Cove Drive, Port
St. Joe, FL 32456
About The Club at Mexico Beach
Home Owners' Association
The Club at Mexico Beach Home Owners' Association, Inc. is a
non-profit homeowners' association in Mexico Beach, Fla.
The Club at Mexico Beach Home Owners' Association filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.
Fla. Case No. 22-50024) on Mar. 14, 2022, listing as much as $10
million in both assets and liabilities. Jodi D. Dubose serves as
the Subchapter V trustee.
The Debtor tapped David Jennis, PA, doing business as Jennis Morse
Etlinger, as legal counsel; Boggs Law Group, PA as special
litigation counsel; Roberson & Associates, PA as accountant; BNL
Construction Services, LLC as construction general project manager;
and 4our Seasuns, LLC as community association manager.
CLUB AT MEXICO: Seeks to Tap 4our Seasuns as Association Manager
----------------------------------------------------------------
The Club at Mexico Beach Home Owners' Association, Inc. seeks
approval from the U.S. Bankruptcy Court for the Northern District
of Florida to employ 4our Seasuns, LLC as its community association
manager.
4our Seasuns will oversee the operations, business management,
budget, common spaces and services of the community in connection
with the Debtor's board of directors.
The firm will be paid $1,440 per month for its services.
Adrian Welle, the chief operating officer of 4our Seasuns,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Adrian Welle
4our Seasuns, LLC
1008 15th Street, Unit 16B
Mexico Beach, FL 32456
Telephone: (850) 895-1256
Email: adrian@4ourseasuns.com
About The Club at Mexico Beach
Home Owners' Association
The Club at Mexico Beach Home Owners' Association, Inc. is a
non-profit homeowners' association in Mexico Beach, Fla.
The Club at Mexico Beach Home Owners' Association filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.
Fla. Case No. 22-50024) on Mar. 14, 2022, listing as much as $10
million in both assets and liabilities. Jodi D. Dubose serves as
the Subchapter V trustee.
The Debtor tapped David Jennis, PA, doing business as Jennis Morse
Etlinger, as legal counsel; Boggs Law Group, PA as special
litigation counsel; Roberson & Associates, PA as accountant; BNL
Construction Services, LLC as construction general project manager;
and 4our Seasuns, LLC as community association manager.
CLUB AT MEXICO: Seeks to Tap Boggs Law Group as Litigation Counsel
------------------------------------------------------------------
The Club at Mexico Beach Home Owners' Association, Inc. seeks
approval from the U.S. Bankruptcy Court for the Northern District
of Florida to employ Boggs Law Group, PA as its special litigation
counsel.
The Debtor needs a special counsel to represent its interests in a
lawsuit against American Capital Assurance Corporation, Case No.
19004272CA, before the Circuit Court of the Fourteenth Judicial
Circuit, in and for Bay County, Florida, Civil Division; a
complaint filed by Mitnor Corporation, doing business as Servpro of
the Seacoast, Case No. 5:20-cv-00125-TKW-MJF, before the U.S.
District Court, Northern District of Florida; or any related
adversaries, contested matters or objections to claims.
The hourly rates of the firm's counsel and staff are as follows:
Amy D. Boggs, Esq. $500
Associate Attorneys $300
Amy Boggs, Esq., a partner at Boggs Law Group, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Amy D. Boggs, Esq.
Boggs Law Group, PA
4554 Central Avenue, Suite L
St. Petersburg, FL 33711
Telephone: (727) 954-8833
Facsimile: (727) 954-8836
Email: info@amyboggslaw.com
About The Club at Mexico Beach
Home Owners' Association
The Club at Mexico Beach Home Owners' Association, Inc. is a
non-profit homeowners' association in Mexico Beach, Fla.
The Club at Mexico Beach Home Owners' Association filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.
Fla. Case No. 22-50024) on Mar. 14, 2022, listing as much as $10
million in both assets and liabilities. Jodi D. Dubose serves as
the Subchapter V trustee.
The Debtor tapped David Jennis, PA, doing business as Jennis Morse
Etlinger, as legal counsel; Boggs Law Group, PA as special
litigation counsel; Roberson & Associates, PA as accountant; BNL
Construction Services, LLC as construction general project manager;
and 4our Seasuns, LLC as community association manager.
CLUB AT MEXICO: Taps BNL Construction Services as Project Manager
-----------------------------------------------------------------
The Club at Mexico Beach Home Owners' Association, Inc. seeks
approval from the U.S. Bankruptcy Court for the Northern District
of Florida to employ BNL Construction Services, LLC as its
construction general project manager.
The firm will oversee the Debtor's construction, maintenance and
repair of its four-story condominium building consisting of 48
units in Mexico Beach, Fla.
The firm will be paid $2,500 per week for its services.
Brooks Hayes, a professional at BNL Construction Services,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Brooks Hayes
BNL Construction Services, LLC
413 Redbird Street
Lynn Haven, FL 32444
Telephone: (850) 899-0896
Email: brooks@bnlconstructionservices.com
About The Club at Mexico Beach
Home Owners' Association
The Club at Mexico Beach Home Owners' Association, Inc. is a
non-profit homeowners' association in Mexico Beach, Fla.
The Club at Mexico Beach Home Owners' Association filed a petition
under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. N.D.
Fla. Case No. 22-50024) on Mar. 14, 2022, listing as much as $10
million in both assets and liabilities. Jodi D. Dubose serves as
the Subchapter V trustee.
The Debtor tapped David Jennis, PA, doing business as Jennis Morse
Etlinger, as legal counsel; Boggs Law Group, PA as special
litigation counsel; Roberson & Associates, PA as accountant; BNL
Construction Services, LLC as construction general project manager;
and 4our Seasuns, LLC as community association manager.
CLUBHOUSE MEDIA: Amir Ben-Yohanan to Continue as CEO
----------------------------------------------------
Clubhouse Media Group, Inc. entered into an employment agreement
with Amir Ben-Yohanan, the Company's chief executive officer,
effective April 11, 2022.
The terms of the employment agreement are substantially similar to
the terms of Mr. Ben-Yohanan's prior employment agreement with the
Company. Accordingly, pursuant to the terms of the employment
agreement, Mr. Ben-Yohanan will continue to serve as chief
executive officer of the Company, reporting to the Board of
Directors. As compensation for Mr. Ben-Yohanan's services, the
Company agreed to pay him an annual base salary of $400,000
comprised of two parts a "Cash Portion", and an "Optional Portion".
The Cash Portion is a monthly cash payment of $15,000. The
remaining $220,000 per year -- the Optional Portion -- is payable
as follows:
(i) If the Company's Board determines that the Company has
sufficient cash on hand to pay all or a portion of the Optional
Portion in cash, such amount shall be paid in cash.
(ii) If the Board determines that the Company does not have
sufficient cash on hand to pay all of the Optional Portion in cash,
then the portion of the Optional Portion which the Board determines
that the Company has sufficient cash on hand to pay in cash will be
paid in cash, and the remainder will either:
a. be paid at a later date, when the Board determines that the
Company has sufficient cash on hand to enable the Company to pay
the Deferred Portion; or
b. will not be paid in cash - and instead, the Company will
issue shares of Company Common Stock equal to (A) the Deferred
Portion, divided by (B) the VWAP (as defined in the employment
agreement) as of the date of issuance of such shares of Company
Common Stock.
In addition, pursuant to the employment agreement, Mr. Ben-Yohanan
is entitled to be paid discretionary annual bonuses as determined
by the Board, and is also entitled to receive fringe benefits, such
as, but not limited to, reimbursement for reimbursement for all
reasonable and necessary out-of-pocket business, entertainment and
travel, vacation days, and certain insurances.
The initial term of the employment agreement is one year from April
11, 2022, unless earlier terminated. Thereafter, the term is
automatically extended on an annual basis for terms of one year
each, unless either the Company or Mr. Ben-Yohanan provides notice
to the other party of their desire to not so renew the term of the
agreement (as applicable) at least 30 days prior to the expiration
of the then-current term.
Mr. Ben-Yohanan's employment with the Company will be "at will,"
meaning that either he or the Company may terminate the employment
at any time and for any reason, subject to certain terms and
conditions.
The Company may terminate the employment agreement at any time,
with or without "cause", as defined in the employment agreement and
Mr. Ben-Yohanan may terminate the employment agreement at any time,
with or without "good reason", as defined in the employment
agreement. If the Company terminates the employment agreement for
cause or Mr. Ben-Yohanan terminates the employment agreement
without good reason, Mr. Ben-Yohanan will be entitled to be paid
any unpaid salary owed or accrued, including the issuance of any
shares of Company Common Stock owed or accrued (as compensation) as
of the termination date. In the event that there was any Deferred
Portion which had been agreed to be paid in cash, such Deferred
Portion instead will be paid in shares of Company Common Stock as
though such amount had been agreed to be paid via the issuance of
shares of Company Common Stock. Mr. Ben-Yohanan will also be
entitled to payment for any unreimbursed expenses as of the
termination date. However, any unvested portion of any equity
granted to Mr. Ben-Yohanan will be immediately forfeited as of the
termination date.
If the Company terminates the employment agreement without cause or
Mr. Ben-Yohanan terminates the employment agreement with good
reason, Mr. Ben-Yohanan will be entitled to receive the same
compensation (unpaid accrued salary and unreimbursed expenses),
and, in addition, will be entitled to receive, in one lump sum, the
remainder of Mr. Ben-Yohanan's annual salary that has not yet been
paid as of the date of the termination – either in cash, or in
shares of Company common stock. Further, any equity grant already
made to Mr. Ben-Yohanan shall, to the extent not already vested, be
deemed automatically vested.
About Clubhouse Media
Las Vegas, Nevada-based Clubhouse Media Group, Inc. offers
management, production, and deal-making services to its handpicked
influencers, a management division for individual influencer
clients, and an investment arm for joint ventures and acquisitions
for companies in the social media influencer space.
Clubhouse Media reported net loss of $22.25 million for the year
ended Dec. 31, 2021, compared to a net loss of $2.58 million for
the period from Jan. 2, 2020 (inception) to Dec. 31, 2020. As of
Dec. 31, 2021, the Company had $1.52 million in total assets,
$10.67 million in total liabilities, and a total stockholders'
deficit of $9.15 million.
Spokane, Washington-based Fruci & Associates II, PLLC, the
Company's auditor since 2020, issued a "going concern"
qualification in its report dated March 29, 2022, citing that the
Company has an accumulated deficit, net losses, and negative
working capital. These factors raise substantial doubt about the
Company's ability to continue as a going concern.
COLE CAMP: Unsecured Creditors Will Get 50% of Claims in 5 Years
----------------------------------------------------------------
Cole Camp Auto Parts, LLC, filed U.S. Bankruptcy Court for the
Western District of Missouri a Plan of Reorganization dated April
12, 2022.
The Debtor began by opening the first store in Cole Camp as a Parts
City operation in March, 2008. Then, the Debtor opened the Windsor
store in June 2014, also as a Parts City operation. In 2017, the
Debtor switched the operation to NAPA and entered into a NAPA
Change-Over Agreement ("Agreement").
The Debtor's financial troubles began with the NAPA switchover as
stated above. Sales decreased starting in the early months of 2020
when COVID-19 shut down businesses and caused people to remain in
their homes. The sales in March, 2022 were better than March, 2021
but not as good as March, 2019. Thus, there hasn't been a complete
recovery.
The Plan will treat claims as follows:
* Class One the claims of Citizens Farmers Bank of Cole Camp.
Citizens shall be paid as a fully secured claim on Loan #1801 of
$33.381.38, bearing interest at Citizens Base Lending Rate which is
presently 4.5% per annum. The balance will pay off on or before
4/1/2028. The monthly payment is $250.00. As to Loan #4961, the
balance of $99,941.61, shall bear interest at 4.5% per annum. The
monthly payment is $750.00. The balance will pay off on or before
8/20/2027. Class 1 is not impaired.
* Class Two includes the claim of the Small Business
Administration ("SBA"). SBA shall be paid as a partially secured
claim of $97,256, plus accrued interest at 3.75% per annum from
1/12/22. The secured portion of the SBA balance shall be paid with
interest of 3.75% payable over 28 additional years with monthly
payments of $467.94. Class 2 is impaired.
* Class Three includes the claim of ICloud. ICloud is owed
$44,000 and is secured by a junior lien on Debtor's accounts
receivable and bank accounts. ICloud shall be paid as an unsecured
non-priority claim in Class Five, assuming ICloud files a Proof of
Claim. Class 3 is impaired.
* Class Four includes unsecured priority claims of taxing
authorities. The Missouri Department of Revenue is owed for sales
tax of $7,146.16. It will be paid with the applicable interest rate
over five years from the date of the filing of the petition. Class
4 is not impaired.
* Class Five includes unsecured non-priority claims. These
include the following (claims presently filed as bar date is
3/23/22): Equity Bank: $2,549.86; Small Business Administration:
$43,376.19; and ICloud $44,000 (if a Proof of Claim is filed).
These claims shall be paid 50% of their claims over a five (5) year
period without interest. Should the Debtor recover a sufficient
amount on its claim against NAPA, the Debtor shall pay these Claims
in full with said recovery. Until and if the NAPA claim is
successfully concluded, monthly payments will be made and the
payments will commence 90 days following the Effective Date. Class
5 is impaired.
* Class Six includes the unexpired lease on the building at
100 W. Main, Cole Camp, MO 65325, with monthly rent of $700 with
Robin H. and Robert Burdick. The lease ends 12/31/23 unless
renewed/extended. Debtor shall assume the lease. Class 6 is not
impaired.
* Class Seven includes the unexpired lease on the building at
903 W. Main, Windsor, MO, with monthly rent of $2,600 with Barry
Weinberg. The lease ends 4/30/29 unless the building is sold.
Debtor shall assume the lease. Class 7 is not impaired.
* Class Eight includes the executory contract with Genuine
Parts Company dba NAPA Kansas City Distribution Center. Debtor will
assume this executory contract to purchase inventory.
The Debtor shall continue in possession of its assets and shall
continue the operation of its business.
Nothing contained herein or affecting these proceedings, including
a lapse in or cessation of business operations, or a change of
business purpose, shall cause or shall be deemed to cause any
involuntary dissolution of the Debtor's business unless such
dissolution is required as a matter of law.
A full-text copy of the Plan of Reorganization dated April 12,
2022, is available at https://bit.ly/37rc4Hf from PacerMonitor.com
at no charge.
Attorneys for the Debtor:
Erlene W. Krigel, Esq.
Krigel & Krigel, P.C.
4520 Main Street, Suite 700
Kansas City, MO 64111
Tel: (816) 756-5800
Fax: (816) 756-1999
Email: ekrigel@krigelandkrigel.com
About Cole Camp Auto Parts
Cole Camp Auto Parts, LLC owns and operates two NAPA parts stores,
one in Cole Camp, Missouri, and one in Windsor, Missouri. Cole Camp
filed a Chapter 11 bankruptcy petition (Bankr. W.D. Mo. Case No.
22-20011) on Jan. 12, 2022, disclosing as much as $1 million in
both assets and liabilities.
Judge Dennis R. Dow oversees the case.
The Debtor is represented by Erlene W. Krigel, Esq., at Krigel &
Krigel, P.C.
CONGA: Fitch Affirms 'B+' LongTerm IDRs, Outlook Stable
-------------------------------------------------------
Fitch Ratings has affirmed Project Everest Ultimate Parent Inc.'s
and its wholly-owned subsidiary, Apttus Corporation's (collectively
referred to as Conga) Long-Term Issuer Defaults Ratings (IDRs) at
'B+'. Fitch has also affirmed Apttus' first-lien secured term loan
and secured revolver at 'BB'/'RR2'. The Rating Outlook remains
Stable.
Conga's IDRs are rated on a consolidated basis, using the weak
parent/strong subsidiary approach and open access and control
factors, based on the entities operating as a single enterprise
with strong legal and operational ties.
Conga's 'B+' rating is supported by recurring sales with high
retention and strong cash generative qualities. The IDR also
reflects the company's higher quality customer base, with the
majority of sales coming from larger enterprises. As a private
equity owned entity, financial leverage is likely to remain
elevated as shareholders prioritize ROE optimization rather than
debt reduction. Fitch expects Conga to delever modestly primarily
through EBITDA growth and maintain a level of leverage that is
consistent with 'B+' rated software peers.
KEY RATING DRIVERS
Elevated Leverage Declining: Fitch's calculation for adjusted
fiscal 2022 (January year-end) leverage is forecast to be
approximately 6.0x, down from pro forma adjusted leverage of 7.7x
at the end of fiscal 2021. With modest revenue growth and EBITDA
margins in the mid 20's, Fitch expects leverage in the 4.8x to 5.2x
range by the end of fiscal 2024. Since the company is owned by
private equity, Fitch believes Conga is likely to optimize ROE
through acquisitions to accelerate growth, or pay dividends to is
sponsors while maintaining some level of financial leverage.
Distribution Concentration with Salesforce: Over 80% of Conga's ARR
is related to products that reside on Salesforce CRM, and are used
in conjunction with a client's Salesforce license. The
concentration of ARR on a single CRM platform presents some risk to
Conga. Conga has been an independent vendor at Salesforce since
2006. Fitch views the long-term relationship as a positive.
However, any unfavorable material change in contract terms with
Salesforce could negatively impact Conga.
High Recurring Revenue and Retention: About 90% of billings are
recurring in nature, with gross retention rates over 90% and net
retention rates over 100%. The strong revenue retention implies
sticky products with high switching costs and mission criticality
of its products. As customers buy into more of Conga's product
portfolio, organizations and processes adapt to optimize workflow,
making the product integral to the operations.
High revenue retention and recurring revenue enhances the
predictability of Conga's financial performance and increases the
lifetime value of customers. Contract lengths average two years,
which further bolsters Conga's revenue visibility profile.
Customer Diversification: While more than 80% of revenues are tied
to the Salesforce platform, Conga's products serve over 10,000
customers, and the majority of sales come from enterprise
customers. The company does not have significant annual recurring
revenue concentration from its largest customers. Sales are
diversified across industry verticals including Health & Life
Sciences, Technology, Services & Consulting, Manufacturing, and
Financial Services, with no industry occupying more than 20% of
annual recurring revenue.
Strong Brand, Industry Leader: Conga is the only pure-play,
end-to-end revenue operations vendor, with no independent
competitor at their scale. It is a recognized leader across the
revenue operations software spectrum, including Workflow and
Content Automation, Contract Lifecycle Management (CLM), and
Configure Price Quote Applications (CPQ). Conga is one of the
largest independent software vendors at Salesforce, with Conga
Composer one of the most widely adopted applications in the
Salesforce ecosystem.
Secular Tailwinds: Many organizations are increasingly adopting
recurring revenue models, which creates an opportunity for revenue
operations solutions that can handle the increased complexity
associated with such sales models. Digitalization of sales,
especially within B2B market areas, is also driving organizations
to adopt software solutions to generate opportunities and capture
market share. Increased compliance and regulatory pressures also
drive organizations to adopt solutions to drive improved
efficiency.
DERIVATION SUMMARY
Conga's 'B+' IDR reflects its strong market position as a software
vendor in the fragmented revenue operations software industry. The
company provides customers of varying scale the means to improve
the speed and efficiency of revenue operations. Conga does this
with a product suite helping businesses manage and automate
processes involving documentation, contracts, and commerce. Fitch
expects industry demand will receive support as organizations adopt
recurring revenue models, digitize sales, and seek to adhere to
guidelines and as regulatory complexity increases.
Conga's operating profile is also strengthened by the high
recurring nature of its revenues supported by the subscription
model. Limitations to Conga's rating include its financial
leverage, which Fitch expects will remain at a moderate level.
Fitch expects Conga to maintain some level of financial leverage as
a private equity owned company, as equity owners optimize capital
structure to maximize ROE. Conga's market position, revenue scale
and visibility, as well as its leverage profile, are consistent
with the 'B+' rating category.
KEY ASSUMPTIONS
-- Revenues increase in the mid-single digits from a combination
organic growth and modest growth from acquisitions;
-- EBITDA margins in the mid-20's;
-- Acquisitions total $250 million through fiscal 2026, funded
with cash;
-- No dividends are assumed;
-- Minimal cash taxes and capex spend.
KEY RECOVERY RATING ASSUMPTIONS
The Recovery analysis assumes Conga would be reorganized as a going
concern in bankruptcy rather than liquidated. A 10% administrative
claim is assumed.
Going-Concern (GC) Approach
Fitch assumes Conga enters a distressed scenario as a result of
greater customer churn and margin compression on a lower revenue
scale. As a result, Fitch assumes Conga's GC EBITDA to be
approximately 16% below its assumption for EBITDA generated in
fiscal 2023.
Fitch applies an EV multiple of 7x EBITDA to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:
-- The historical bankruptcy case study exit multiples for
technology peer companies ranged from 2.6x-10.8x.
-- Of these companies, only three were in the Software sector:
Allen Systems Group, Inc.; Avaya, Inc.; and Aspect Software
Parent, Inc., which received recovery multiples of 8.4x, 8.1x,
and 5.5x, respectively.
-- Conga's growing and resilient recurring sales profile, mission
critical nature of the product, brand recognition, leadership
position in the revenue operations management industry, and
cash generative qualities supports the 7.0x recovery multiple.
Fitch applies a 10% administrative claim and assumes full draw on
the $50 million revolver. Fitch estimates strong recovery prospects
for the first lien term loans and revolver and rates them
'BB'/'RR2', or two notches above Conga's 'B+' IDR.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Fitch's expectation of total debt with equity credit/operating
EBITDA below 4.0x on a sustained basis;
-- (Cash from operations-capex)/total debt with equity credit
above 8.5% on a sustained basis.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- Unfavorable changes in contract terms and conditions with
Salesforce that negatively impact Conga's credit profile;
-- Fitch's expectation of total debt with equity credit/operating
EBITDA sustaining above 5.5x;
-- (Cash from operations-capex)/total debt with equity credit
below 5.0% on a sustained basis;
-- Operating performance pressure in the form of sustained
customer churn and/or pressure on EBITDA margins.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Sufficient Liquidity: As of Oct. 31, 2021, Conga's liquidity was
sufficient, supported by a strong cash position and an undrawn $50
million secured first lien revolving credit facility due 2026.
Fitch forecasts the company will generate free cash flow to cover
interest expense and debt amortization payments.
Debt Structure: In addition to the undrawn secured first lien
revolver, Conga has $565 million of secured first lien debt, with
annual amortization of $5.7 million until maturity in 2028.
ESG CONSIDERATIONS
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of 3 - ESG issues are credit
neutral or have only a minimal credit impact on the entity, either
due to their nature or the way in which they are being managed by
the entity.
ISSUER PROFILE
Project Everest Ultimate Parent, LLC (dba Conga) is a global
provider of Software as a Service (SaaS) that offers its customers
products to manage the revenue lifecycle. It is an independent
software vendor on Salesforce.com and this channel accounts for the
majority of Conga's revenues.
SUMMARY OF FINANCIAL ADJUSTMENTS
Fiscal years 2020, 2021 and 2022 revenue is adjusted for purchase
accounting. In fiscal years 2020, 2021 and 2022 adjusted EBITDA
reflects restructuring charges, non-recurring transaction costs and
a $47 million noncash impairment.
CONSOLIDATED WEALTH: Files for Chapter 11 With Life-II Plan
-----------------------------------------------------------
Consolidated Wealth Holdings Inc. and its affiliates have sought
bankruptcy protection in Texas.
In contrast to what the founders envisioned back in 2007, the
present business of the Debtors has been solely to manage a
portfolio of roughly 28 life settlement contracts with 380
investors. The Debtors are no longer engaged in the sale of new
life insurance today. The Debtors ceased doing so back in early
2020.
All the Debtors are operated by one management team headed by
Deanna Osborne. All the books and records of all the Debtors are
maintained by Deanna Osborne and her staff at 11200 Broadway, Suite
2705, Pearland, Texas 77584.
TVPX ARS, Inc, a securities intermediary, is the record owner of
all the current policies on the books and records of the life
insurance companies.
Presently, the Debtors use ITM 21st, LLC, a leading industry
provider, to assist in management of the current policies.
Frauds in Life Insurance Policies
In late 2007, Deanna Osborne, Scott Osborne, John Spalding, and
Laura Spalding decided to enter the life settlement contracts
business. They created three companies: Consolidated Wealth
Holdings, Inc. ("CWH") in 2007, Consolidated Wealth Management, LLC
("LLC") in 2007, followed shortly after by Granite Financial, Inc.
("Granite") (together, the "Original Debtors").
The Original Debtors purchased life insurance policies from persons
who no longer wanted to maintain their policies ("Viators"),
identified and aggregated investors, and then sold investors
fractional interests in the life insurance policies.
In the Original Debtors' case, they and their investors were the
subject of frauds perpetrated by Christian Allmendinger, who
falsified life expectancy data on the life insurance policies sold
to the Original Debtors (the "LE Fraud"), and by the PCI principals
who sold the Original Debtors "reinsurance bonds" on which PCI
could not perform (the "PCI Bond Fraud"). These types of
fraudulent actions were not unique to the Original Debtors but were
instead abundant throughout the industry at the time.
Shortly after the Original Debtors discovered the LE Fraud
perpetrated by Allmendinger in late 2008, they reported it to the
Texas State Securities Board (the "TSSB"). The TSSB investigated
and did not bring any proceedings against the Original Debtors or
their principals.
In addition to the LE Fraud, PCI fraudulently represented that it
would pay the full death benefit on investment policies that did
not mature by an expected death date. The Original Debtors
cooperated with the FBI, the SEC, IRS, and prosecuting attorney in
the prosecutions against PCI's owner and auditor. Those
prosecutions ultimately resulted in convictions and lengthy prison
sentences.
Chapter 11 Filing
The Debtors are running out of cash. After years of doing
everything in their power to protect their investors, the ongoing
arbitration costs have substantially diminished the Debtors'
operating ability and -- despite the Debtors running on a skeleton
crew and minimum budget -- now threatens their ability to continue
administering the policies through maturity.
The Debtors have commenced Chapter 11 cases to effectuate a
reorganization through a pre-negotiated chapter 11 plan sponsored
by Life Opportunity Fund II, LP ("Life-II"). Life-II is also the
proposed DIP Lender. The goal of these cases is to effectuate a
plan that protects investors by providing alternative paths to
distribution that minimize risk.
Ever since the Debtors ceased selling interests in policies, their
principal source of revenue has been their pro-rata portion of the
death benefit distributed upon the maturity of a policy. The
Debtors have used these funds to operate their businesses for
several years. At the end of 2021, the Debtors had approximately
$1,300,000 of cash to fund operations. Based on the size of the
Debtors' staff and its operating costs, that cash and their share
of death benefits from expected maturities would have sustained the
Debtors through maturity of the Current Policies absent any
unexpected, extraordinary expenses.
However, when the claimants moved forward aggressively on their
receivership motion in early 2022, the Debtors began to incur very
substantial legal expense. The Debtors worked with counsel to
prepare for and attend a scheduled two-day hearing on Feb. 28 and
March 1, 2022. During those two days, the claimants called only
two witnesses, one of whose testimonies was not completed. The
re-commencement of the receivership hearing, which is expected to
last another three days, has not been scheduled. Moreover,
additional legal costs may continue to be incurred for years even
if, as expected, the receivership motion is denied. Discovery will
be expensive (there has been no discovery to date), as will
responding to the motion to certify a class, any appeal of the
ruling on that motion, and the defense on the merits if the class
is certified. A pending Fifth Circuit appeal for the arbitrators'
Partial Final Award on Clause Construction also remains pending.
Lane Gate ("LG"), an investment management practice based in
Brooklyn, New York, expressed an interest in a transaction by which
a fund it manages would offer investors the option to exchange
their interest for a position in the Fund and in which Debtors
would contribute their interest in the Policies for a Fund
position. As a result of extensive negotiation and discussions,
the Debtors developed a structure to offer the investors an
opportunity to participate in Life-II.
The Debtors incurred significant professional costs associated with
negotiating with LG and preparing the Debtors for an orderly filing
under chapter 11 of the Bankruptcy Code. The Debtors intend to
expeditiously proceed to confirm a plan of reorganization to
maximize recovery for its creditors.
About Consolidated Wealth
Consolidated Wealth Holdings Inc. --
https://consolidated-wealth.com/investor-login/ -- is a holding
company based in Houston, Texas. Consolidated Wealth and its
affiliates manage a portfolio of roughly 28 life settlement
contracts with 380 investors. Consolidated Wealth is no longer
engaged in the sale of new life insurance today.
Consolidated Wealth Holdings, Inc. and affiliates filed for chapter
11 protection (Bankr. S.D. Tex. Case No. 22-90013) on April 7,
2022. In the petition filed by Deanna Osborne, owner, Consolidated
Wealth estimated assets between $100,000 and $500,000 and
liabilities between $0 and $50,000. The case is assigned to
Honorable Judge David R Jones.
Perkins, Lee and Rubio LLP, is the Debtor's counsel. Epiq
Bankruptcy Solutions is the claims agent.
COOLSYS INC: S&P Downgrades ICR to 'CCC+', Outlook Negative
-----------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on Calif.-based
heating, ventilation, air conditioning, and refrigeration services
(HVAC/R) provider CoolSys Inc. and its issue-level rating on the
company's first-lien debt to 'CCC+' from 'B-'. The recovery rating
on the first-lien term loan remains '3'.
S&P said, "The negative outlook reflects the potential that we
could lower our ratings over the next 12 months if the company is
unable to improve profitability and liquidity.
"The downgrade reflects our view that CoolSys' capital structure is
unsustainable over the longer term due to its thin EBITDA margins,
weak profitability, and cash flow deficits, which we expect to
persist in 2022. We view CoolSys as currently vulnerable and
dependent upon favorable business, financial, and economic
conditions to meet its financial commitments. The company has
failed to execute its planned pricing increases and cost-savings
initiative in this challenging macroeconomic environment with cost
inflation, a tight labor market, higher wages, and delayed purchase
orders stemming from supply chain inefficiencies, which deferred
some of its projects and hindered its ability to pass on increased
costs to its customers. Additionally, the company has faced issues
with the implementation of its enterprise resource planning (ERP)
systems, which led to higher-than-forecasted business investments.
For the nine months ended Sept. 30, 2021, Coolsys had reported a
free operating cash flow (FOCF) deficit of about $32 million with
adjusted leverage well over 10x.
"In 2022, we expect modest improvements in operating trends with
the company's new leadership team executing its planned pricing
increases and cost-savings initiatives; however, we do not believe
these initiatives are likely to fully offset rising costs and
execution challenges, and we do not project significant
improvements in EBITDA and free cash flows. We expect profitability
will remain under pressure in 2022 with EBITDA margin pressures,
cash flow deficits of about $20 million to $25 million, and
leverage staying elevated at well above the 10x area.
"We believe the company's liquidity will tighten over the course of
2022. We expect CoolSys to have about $10 million-$13 million cash
on its balance sheet and about $30 million-$35 million availability
under its revolving line of credit at year-end 2021. We expect
total liquidity to weaken in 2022 due to its cash flow deficits. We
also believe the company will have ongoing liquidity needs as it
pursues its debt-financed acquisition growth strategy. The company
has been relying heavily on its revolver, drawing more than 30% as
of third-quarter 2021. We expect revolver usage to be over 50%
throughout 2022."
Still, the company refinanced its capital structure in July 2021
and does not have any debt maturities until August 2026 when its
$75 million asset-based lending revolving credit facility is due.
Those factors could allow CoolSys some flexibility to navigate the
uncertain operating environment absent unforeseen business
disruptions.
The negative outlook reflects the possibility that S&P could lower
our ratings over the next 12 months if the company's profitability,
cash flow, and liquidity do not improve.
S&P could lower its rating on CoolSys if:
-- Sustained cash flow deficits leading to a heightened risk of
payment default or a covenant violation; or
-- S&P does not envision a recovery in operating performance due
to intense price-based competition or business execution missteps.
S&P could revise the outlook to stable or raise the rating to 'B-'
if:
-- The company successfully realizes price increases and cost
savings initiatives resulting in meaningful improvement in
operating performance; and
-- S&P expects the company will generate positive FOCF and
maintain adequate liquidity.
ESG credit indicators: E-2, S-2, G-3
ESG factors have an overall negligeable impact on S&P's ratings for
CoolSys. The G-3 indicator is reflecting governance factors for
most rated entities owned by private-equity sponsors. S&P believes
the company's highly leveraged financial risk profile points to
corporate decision-making that prioritizes the interests of the
controlling owners. This also reflects the generally finite holding
periods and a focus on maximizing shareholder returns.
COW CREEK: Idle 12-Acre Land Heads to Chapter 11 Bankruptcy
-----------------------------------------------------------
Cow Creek Properties LLC filed for bankruptcy protection in
Florida.
The Debtor is a Florida limited liability company formed in March
2004. The record address for Cow Creek is 310 East River Road,
Palatka, FL 32131.
Cow Creek owns a 12-acre parcel of real estate located in Putnam
County, Florida, which is the Debtor's primary asset. The real
estate has improvements consisting of one building and an
irrigation system.
The Debtor's real estate is geared for farming operations, which
were conducted there in the past. No income is currently being
generated by or on behalf of the Debtor, nor has there been any
income producing activity on the Real Estate since October 2018.
The Chapter 11 filing was necessitated by the Debtor's inability to
service mortgage debt associated with the Real Estate. This led to
foreclosure proceedings in 2021 which, in turn, threaten the
Debtor's ownership of the real estate. The Debtor filed Chapter 11
in order to preserve the real estate and to afford the Debtor an
opportunity to negotiate with the secured
lender and retain the real estate. Alternatively, and failing
that, the Debtor would sell the real estate on the open market in
order to generate a maximum return compared with likely results
from a judicial sale.
According to a court filing, Cow Creek Properties estimates between
1 and 49 unsecured creditors. The petition states that funds will
be available to unsecured creditors.
A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is
slated for May 11, 2022, at 1:00 p.m.
About Cow Creek Properties LLC
Cow Creek Properties LLC is a Single Asset Real Estate (as defined
in 11 U.S.C. Sec. 101(51B)). It owns the property 310 East River
Road, Palatka, Florida, which is geared for farming operations.
Cow Creek Properties filed for chapter 11 protection (Bankr. M.D.
Fla. Case No. 22-00719) on April 6, 2022. In the petition filed by
Paul Watkins, as manager, Cow Creek Properties estimated assets and
liabilities between $100,000 and $500,000. Christopher W.
Wickersham, Jr., of the Law Offices of C.W. Wickersham Jr., P.A.,
is the Debtor's counsel.
CYTOSORBENTS CORP: Gets $740K From Tax Certificate Transfer Program
-------------------------------------------------------------------
CytoSorbents Corporation has received approximately $740,000, net
of transactions costs, in cash proceeds from the sale of its 2020
Net Operating Loss (NOL) and R&D tax credits from the Technology
Business Tax Certificate Transfer Program, sponsored by the New
Jersey Economic Development Authority (NJEDA).
Kathleen Bloch, chief financial officer of CytoSorbents commented,
"We are pleased to once again work with the New Jersey Economic
Development Authority to monetize our state NOLs and R&D tax
credits and generate a source of non-dilutive funding to benefit
our cash position. These funds will support our global clinical
trial program, as well as manufacturing capacity expansion at our
new Princeton, New Jersey facility as we pursue FDA marketing
approval of our technology in the United States, among other
investments. We have a strong balance sheet and expect to fund our
2022 operating expenses with cash on hand. We plan to continue to
participate in this innovative program offered by the NJEDA. We
appreciate the support of the NJEDA in facilitating our commitment
to developing and commercializing products that are helping to save
lives."
The New Jersey Technology Business Tax Certificate Transfer Program
enables approved Technology and Biotechnology Businesses with Net
Operating Losses to sell their Unused Net Operating Loss (NOL) and
Unused Research and Development Tax Credits (R&D Tax Credits) for
at least 80% of the value of the tax benefits to a profitable
corporate taxpayer in the State of New Jersey that is not an
Affiliated Business. This allows Technology and Biotechnology
Businesses with Net Operating Losses to turn their tax losses and
credits into cash to buy equipment or facilities, or for other
allowable expenditures. The New Jersey Economic Development
Authority (NJEDA) determines eligibility, and the New Jersey
Division of Taxation determines the value of the tax benefits (NOL
and R&D Tax Credits).
About CytoSorbents
Based in Monmouth Junction, New Jersey, CytoSorbents Corporation is
engaged in critical care immunotherapy, specializing in blood
purification. Its flagship product, CytoSorb, is approved in the
European Union with distribution in more than 70 countries around
the world as an extracorporeal cytokine adsorber designed to reduce
the "cytokine storm" or "cytokine release syndrome" seen in common
critical illnesses that may result in massive inflammation, organ
failure and patient death.
Cytosorbents reported a net loss of $24.56 million for the year
ended Dec. 31, 2021, a net loss of $7.84 million for the year ended
Dec. 31, 2020, a net loss of $19.26 million for the year ended Dec.
31, 2019, and a net loss of $17.21 million for the year ended Dec.
31, 2018. As of Dec. 31, 2021, the Company had $89.52 million in
total assets, $26.94 million in total liabilities, and $62.58
million in total stockholders' equity.
DERBY MOBILE: Seeks to Hire Wadsworth Garber as Bankruptcy Counsel
------------------------------------------------------------------
Derby Mobile Home Park, LLC d/b/a Desert Oasis RV Park, seeks
approval from the U.S. Bankruptcy Court for the District of
Colorado to hire Wadsworth Garber Warner Conrardy, P.C. as
bankruptcy counsel.
The firm's services include:
a. preparation on behalf of Debtor of all necessary reports,
orders and other legal papers required in this Chapter 11
proceeding;
b. performance of all legal services for Debtor as
debtor-in-possession which may become necessary, and
c. representation of Debtor in any litigation which Debtor
determines is in the best interest of the estate whether in state
or federal court(s).
The firm will be paid at these rates:
David V. Wadsworth $450 per hour
Aaron A. Garber $425 per hour
David J. Warner $350 per hour
Aaron J. Conrardy $350 per hour
Lindsay S. Riley $250 per hour
Paralegals $125 per hour
Wadsworth Garber does not hold or represent any interest adverse to
Debtor and the bankruptcy estate, and is a "disinterested person"
as that term is defined in 11 U.S.C. Sec. 101(14) of the Bankruptcy
Code, according to court filings.
The firm can be reached through:
David J. Warner, Esq.
WADSWORTH GARBER WARNER CONRARDY, P.C.
2580 West Main Street, Suite 200
Littleton, CO 80120
Phone: (303) 296-1999;
Fax: (303) 296-7600
Email: dwarner@wgwc-law.com
About Derby Mobile Home Park
Derby Mobile Home Park, LLC owns and operates the Desert Oasis RV
Park located in Eunice, NM having an appraised value of $1.5
million. Derby Mobile sought protection under Chapter 11 of the
U.S. Bankruptcy Code (Bankr. D. Colo. Case No. 22-10966) on March
24, 2022. In the petition signed by Brian Tanner, managing member,
the Debtor disclosed $1,519,563 in assets and $6,029,019 in
liabilities.
Judge Elizabeth E. Brown oversees the case.
David J. Warner, Esq., at Wadsworth Garber Warner Conrardy, P.C. is
the Debtor's counsel.
DIFFUSION PHARMACEUTICALS: Reschedules Special Meeting to April 18
------------------------------------------------------------------
Diffusion Pharmaceuticals Inc. has postponed its Special Meeting of
Stockholders previously scheduled to be held on Thursday, April 14,
2022 at 9:00 a.m. ET. The postponement is intended to provide
additional time to the Company's stockholders to consider and vote
on the proposals to be acted upon at the Special Meeting.
The Special Meeting will now be held on Monday, April 18, 2022, at
9:00 a.m. ET. The Special Meeting will still be completely
virtual, the record date for the meeting remains March 24, 2022,
and there is no change to the purpose of the Special Meeting or any
of the proposals to be acted upon at the Special Meeting.
Stockholders who have not yet voted are encouraged to do so.
Stockholders that own their shares in "street name" through a stock
brokerage account or through a bank or nominee should consult the
broker, bank, or nominee about its procedures to vote the shares.
Valid proxies that have already been submitted will continue to be
valid for purposes of the Special Meeting and at all adjournments
or postponements thereof.
Important Information About the Special Meeting of Stockholders and
Where to Find It
In connection with the Special Meeting, Diffusion has filed a
definitive proxy statement with the U.S. Securities and Exchange
Commission. The definitive proxy statement and certain other
materials related to the Special Meeting have also been made
available to the stockholders of the Company. The Company's
stockholders are advised to read the definitive proxy statement and
any supplements or amendments thereto (including any supplement or
amendment filed in connection with this postponement of the Special
Meeting), as these materials contain important information about
Diffusion and the matters subject to approval at the Special
Meeting. Stockholders may obtain copies of the definitive proxy
statement and other documents filed with the SEC, without charge,
at the SEC's web site at www.sec.gov, or by directing a request to:
Diffusion Pharmaceuticals Inc., 300 East Main Street, Suite 201,
Charlottesville, Virginia 22902, Attn: General Counsel or via
e-mail to proxyrequests@diffusionpharma.com.
About Diffusion Pharmaceuticals
Diffusion Pharmaceuticals Inc. is an innovative biotechnology
company developing new treatments that improve the body's ability
to bring oxygen to the areas where it is needed most, offering new
hope for the treatment of life-threatening medical conditions.
Diffusion's lead drug TSC was originally developed in conjunction
with the Office of Naval Research, which was seeking a way to treat
hemorrhagic shock caused by massive blood loss on the battlefield.
Diffusion reported a net loss of $24.09 million in 2021, a net loss
of $14.18 million in 2020, and a net loss of $11.80 million in
2019. As of Sept. 30, 2021, the Company had $40.88 million in total
assets, $2.75 million in total liabilities, and $38.13
million in total stockholders' equity.
EBERHARDT PARTNERSHIP: Seeks Chapter 11 Bankruptcy Protection
-------------------------------------------------------------
Eberhardt Partnership filed for chapter 11 protection.
JPMorgan Chase Bank, owed $455,212 on a senior loan, has opposed
the Debtor's motion to use cash collateral.
The petition states funds will not be available to Unsecured
Creditors.
The first meeting of creditors under 11 U.S.C. Sec. 341(a) is
slated for May 3, 2022 at 10:00 a.m. Proofs of claims are due by
June 15, 2022.
About Eberhardt Partnership
Eberhardt Partnership -- https://ACMESAWSHOP.com/ -- is engaged in
the sales and services of table saw sharpening, CNC bits, router
bits, chisels, planer, jointer knives, shaper, band saw blades,
chipper blades, paper & zamboni knive.
Eberhardt Partnership filed a petition for protection under
Subchapter V Chapter 11 of the Bankruptcy Code (Bankr. N.D. Cal.
Case No. 22-50291). The Debtor reported assets and liabilities of
$100,000 to $500,000. This case has been assigned to Judge Stephen
L. Johnson. The Fuller Law Firm, PC, is the Debtor's counsel.
Timothy Nelson has been appointed as Subchapter V Trustee.
ECTOR COUNTY: Hits Chapter 11 A Year After Texas Winter Storm
-------------------------------------------------------------
Ector County Energy Center LLC filed for Chapter 11 bankruptcy
protection with a deal to sell the assets to Rockland Capital,
LLC, for $91.25 million, absent higher and better offers.
The Debtor owns and operates a 330 MW natural gas-fired power
generating facility located on 32.5 acres of debtor-owned land in
Ector County, Texas. Construction of the Debtor's power plant
began in 2014 and commercial operations within the ERCOT wholesale
power market commenced on approximately September 28, 2015.
The February 2021 winter storm in Texas, referred to as Winter
Storm Uri, set in motion a series of events that had a broad impact
on the energy production industry in the Electric Reliability
Council of Texas ("ERCOT") market. Those adverse events have
generated a number of chapter 11 cases by ERCOT-industry
participants, including Brazos Electric Power Cooperative, Entrust
Energy, Inc., Griddy Energy, LLC, Just Energy Group, Inc., Liberty
Power Holdings, LLC, and others.
ECEC was among the companies affected by Winter Storm Uri.
Off-site frozen gas production facilities curtailed gas deliveries
into the pipelines that were operational and precluded the Debtor
from procuring the fuel needed to power its turbines, rendering
ECEC unable to generate power or schedule ancillary services.
After Direct Energy disputed the "force majeure" event noticed by
ECEC and ultimately terminated the HRCO, ECEC lost a primary source
of predictable cash flow, and the Debtor’s business model shifted
to operating primarily as a merchant peaker plant selling power and
ancillary services in the Day Ahead2 and real-time markets.
Meanwhile, the Debtor also found itself subjected to the monthly
expense burden resulting from the litigation relating to the
purported HRCO termination and the over 100 personal injury and/or
property damage cases naming the Debtor as defendant, causing
uneven and difficult to predict cashflow.
The impact of Winter Storm Uri was felt throughout the Texas energy
market. Other energy producing companies impacted by the storm
opted to address challenges arising from the storm by engaging in
asset disposition transactions. Those transactions revealed a
seemingly strong M&A market for ERCOT power generation assets,
indicating that investors have an interest in acquiring generation
assets. For example, Agilon Energy Holdings completed a robust
bankruptcy court supervised sale process for its peaker plant
during 2022 for a price of $439/kW.
In 2021, Temple Generation I, LLC sold its combined cycle gas
turbine plant for $560/kW.
ECEC had twice before tested the M&A market, undertaking sale
exploration processes in 2016 and again in 2018. Those processes,
however, generated an insufficient level of interest to warrant
engaging in a transaction. The most recent efforts in 2018
generated expressions of interest in amounts that were less than
half the per kilowatt price realized in recent power plant deals.
The apparent increase in market interest caused ECEC to conclude
that again testing the market was warranted.
The Debtor has commenced a chapter 11 case so that all
parties-in-interest can benefit from the current transactional
market despite the financial challenges it faces. To that end,
through a motion, the Debtor is seeking approval of bid procedures
relating to postpetition solicitation of overbids to a $91,250,000
stalking horse bid, and approval of a sale to the highest and best
bidder identified in that solicitation process.
Rockland Capital has agreed to purchase the Debtor's assets for a
purchase price of (i) $91,250,000 (the "Stalking Horse Bid
Amount"), subject to various potential adjustments set forth in the
Asset Purchase Agreement. Those adjustments include a working
capital true up based on a $550,000 target working capital amount
where the closing date working capital upon which the adjustment
will be based includes those cash deposits that the Debtor has
posted and will be left with the deposit holders post-closing for
the benefit of the Proposed Purchaser, an amount that is expected
to be approximately $4 million. The purchase price will also be
increased by "Incentive Consideration" of $2.7 million if a
transaction is closed on or before July 31, 2022 with a $110,000
per day reduction in that Incentive Consideration for each day
after July 31, 2022 that the Proposed Purchaser does not realize or
accrue post-closing revenue.
According to a filing, Ector County Energy estimates between 200
and 999 unsecured creditors. The petition states that funds are
available for unsecured creditors.
About Ector County Energy Center
Ector County Energy Center LLC owns and operates a 330 MW natural
gas-fired power generating facility located in Ector County,
Texas.
Ector County Energy Center sought Chapter 11 bankruptcy protection
(Bankr. D. Del. Case No. 22-10320) on April 11, 2022. In the
petition filed by John D. Baumgartner, as chief restructuring
officer, Ector County estimated assets between $50 million and $100
million and estimated liabilities between $500 million and $1
billion.
HOLLAND & KNIGHT LLP is the Debtor's general counsel. POLSINELLI
PC is the local counsel. PERELLA WEINBERG PARTNERS LP and TUDOR,
PICKERING, HOLT & CO. serve as investment bankers. GRANT THORNTON
LLP is the restructuring advisor. LOCKE LORD, LLP, is special
counsel, and CROWELL & MORING LLP is the special litigation
counsel. DONLIN RECANO & COMPANY INC. is the claims agent.
ENDEAVOR ENERGY: S&P Upgrades ICR to 'BB+' on Increasing Scale
--------------------------------------------------------------
S&P Global Ratings raised the issuer credit rating on Endeavor
Energy Resources L.P. and its issue-level ratings on its debt to
'BB+' from 'BB'. The recovery rating remains '3', reflecting its
expectation of meaningful (50%-70%; rounded estimate: 65%) recovery
in the event of a payment default.
S&P said, "The stable outlook reflects our view that Endeavor's
production will increase 25%-30% in 2022, with a more moderate
increase in 2023. We anticipate average FFO to debt well above 60%
with debt to EBITDA well below 1x over the next two years. We also
expect growth spending will be funded by internally generated cash
flow, with excess cash funding further debt repayment or additional
discretionary distributions."
Endeavor continues to significantly expand its scale in the Permian
Basin. The company produced over 246 thousand barrels of oil
equivalent per day (Mboe/d) in fourth-quarter 2021 and ended the
year with proved reserves exceeding 1.27 billion boe (50% oil, 52%
developed), making it increasingly competitive with higher-rated
peers. Although its highly concentrated Permian asset base exposes
the company to unforeseen regional risks, its cost structure
remains one of the lowest in the industry, with fourth-quarter
lease operating expenses (LOE) of just $5.19/boe and total cash
operating costs of $6.58/boe. S&P said, "While we do expect some
cost inflation to creep into operating and capital budgets, some of
that will likely continue to be offset with improved drilling and
completion efficiencies. Endeavor's business has grown rapidly
since 2018, with full-year 2021 production of 205 Mboe/d up
threefold from around 68 Mboe/d in 2018. Its proved reserve base
has also more than tripled during that timeframe. Furthermore, most
of that growth has been organic, and we expect that trend to
continue given Endeavor's sizeable acreage position and
management's past reluctance to engage in large M&A transactions.
With the company running 14-15 drilling rigs and four to five frac
crews this year, we expect production will grow another 25%-30%
year over year before moderating to a mid-teens percent increase in
2023."
S&P said, "Financial leverage remains very conservative. Based on
our current commodity price assumptions, we forecast Endeavor's
average funds from operations (FFO) to debt at well above 60% with
debt to EBITDA well below 1x over the next two years. After several
years of outspending cash flow, Endeavor turned the corner in 2021
by generating approximately $825 million of free operating cash
flow (FOCF). We expect robust free cash flow generation will
continue in 2022 and 2023 if oil and gas prices remain high, and
the company has shown it can quickly dial back activity in weaker
industry conditions. Endeavor also benefits from a strong liquidity
profile, with around $777 million of cash at year end in addition
to its undrawn $1.5 billion revolver commitment, which was recently
extended by two years to March 2025 and now matures the same year
as the $600 million 6.625% notes.
"Excess cash flow could be used for discretionary distributions or
further debt reduction. We project Endeavor could generate more
than $1 billion of annual FOCF in 2022 and 2023, which combined
with its ample year-end cash balance, provides plenty of
optionality for bolt-on acquisitions, supplemental debt reduction,
or additional discretionary distributions beyond the roughly $50
million annual target.
"The stable outlook reflects our view that Endeavor's production
will increase 25%-30% in 2022, with a more moderate increase in
2023. We anticipate average FFO to debt well above 60% with debt to
EBITDA well below 1x over the next two years. We also expect growth
spending will be funded by internally generated cash flow, with
excess cash funding further debt repayment or additional
discretionary distributions."
S&P could lower the rating if FFO to debt falls and is sustained
below 45%. This would most likely occur if:
-- Commodity prices fall below our price deck assumptions;
-- The company does not meet S&P's expectations for production
growth and operational performance; or
-- It becomes more aggressive with capital expenditures and
distributions.
An upgrade would be possible if the company increases its scale to
levels more comparable with geographically concentrated
investment-grade peers while demonstrating prudent financial
policies, maintaining FFO to debt comfortably above 60%, and
extending its track record of generating significant free operating
cash flow. This would most likely occur if:
-- Production and proved developed reserves increase
substantially.
-- Its financial policy continues to be conservative.
ESG credit indicators: E-4, S-2, G-2
FOUR SEASONS: S&P Alters Outlook to Positive, Affirms 'BB' ICR
--------------------------------------------------------------
S&P Global Ratings revised its rating outlook to positive from
negative and affirmed all ratings, including the 'BB' issuer credit
rating on the luxury hotel manager Four Seasons Holdings Inc.
S&P said, "The positive outlook reflects our expectation that
luxury leisure travel volumes and the company's systemwide
occupancy will continue to improve in 2022, and that the company's
RevPAR, management fees, and EBITDA will result in a good cushion
in our measure of net leverage in 2022 compared to our 4x upgrade
threshold.
"We revised the outlook to positive because pent-up luxury leisure
travel has driven a substantial recovery in systemwide rate,
RevPAR, EBITDA, and leverage. We believe high vaccination rates
among Four Seasons' core luxury traveler base have led to
significant pent-up luxury hotel demand in recent quarters that is
likely to persist for several more. As a result, we revised our
base case for Four Seasons' systemwide RevPAR in 2022 to be 5%-10%
below 2019 levels, EBITDA margin to be in the mid- to high-50%
area, and net leverage to be around 3x in 2022. These measures
represent a revision to our previous base case because the
company's high quality luxury brand has recovered faster than we
expected after vaccine distribution reduced travelers' concerns
regarding health and safety. Our base case also assumes Four
Seasons generates a greater percentage of cash flow from leisure
travelers and will likely recover faster compared to some of its
peers in the upper-upscale and luxury lodging segments that are
more heavily exposed to business and group travel.
"Even though our base case assumes a significant RevPAR recovery in
2022, we will monitor rate competition as the industry recovers.
Four Seasons' ADR in fiscal 2021 recovered to 30% above 2019,
improving more than some luxury industry peers. We suspect this is
because of significant pent-up luxury travel demand for Four
Seasons branded hotels. Four Seasons' systemwide occupancy remains
very low compared to 2019. As the assumed recovery in upper-upscale
and luxury hotel demand ramps up in 2022, higher competition to
fill empty rooms may cause Four Seasons to lower its ADR
periodically at hotels in some regions compared to very high ADR
levels in 2021, raising risks to our base-case forecast."
The relative stability of Four Seasons' residential fee revenue
moderated cash burn in 2020 and supported EBITDA in 2021. Four
Seasons' residential fees were stable in 2020, which helped it
limit cash burn and generate positive EBITDA for the year.
Residential fees declined moderately in fiscal 2021 but continued
to materially contribute to positive cash flow generation.
Historically S&P has considered these fees to be volatile compared
to the company's larger hotel management segment because the timing
of development openings can vary.
S&P said, "However, given resilient demand for Four Seasons branded
residences during the pandemic and the pipeline of planned new
developments opening over the next two years, we assume that
residential fee revenue will continue to be stable through 2022 as
several new residences are slated to open. Four Seasons' current
liquidity consisted of $335.1 million in cash balances and
short-term investments as of Dec. 31, 2021. We expect a substantial
improvement in the company's cash flow generation in 2022 due to a
significant increase in EBITDA. We forecast Four Seasons' free
operating cash flow in the $70 million-$90 million range over the
next two years."
Four Seasons' asset-light hotel management model allows it to
generate a high EBITDA margin and stable cash flows under normal
economic circumstances, and also mitigates RevPAR declines in
economic downturns. Four Seasons' business risks are partially
mitigated by its good global geographic diversity, its significant
RevPAR premium compared with the luxury hotel segment average, and
its good long-term management contracts. S&P said, "In addition, we
believe Four Seasons will retain its ability to attract hotel
owners and developers to its geographically diverse portfolio and
strong brand. Four Seasons hotel management business generates very
high EBITDA margin under normal economic circumstances, and we have
assumed its EBITDA margin recovers to just under pre-pandemic
levels in 2022 as the business travel sector continues to recover.
EBITDA margin will likely remain below pre-pandemic levels because
of investments the company plans to make in its people, technology,
and long-term business initiatives. Our base case assumes EBITDA
margin could be in the mid- to high-50% area in 2022 and 2023
compared to typically above 60% pre-pandemic, because of the
company's plans to ramp up general and administrative spending in
2022 and 2023, rehiring resources and investing in digital
capabilities and systems transformation. The company also has good
geographic diversity with more than 120 hotels in over 45
countries."
Partially offsetting these strengths is Four Seasons' reliance on a
single brand; the sensitivity of the travel and leisure industry to
global political, financial, and health events; and traditionally
high luxury segment RevPAR volatility over the lodging cycle.
Cascade recently acquired 23.75% of issued and outstanding common
shares of Four Seasons held by Kingdom, increasing Cascade's
controlling stake in the company to 71.25%. The company
historically has not had a formal leverage policy commitment and we
do not anticipate this to change under Cascade's sole control. As a
result, it is possible the company could engage in a leveraging
transaction for an investment or for a distribution to owners in
some form.
S&P said, "The positive outlook reflects our expectation that
luxury leisure travel volumes and the company's systemwide
occupancy will continue to improve in 2022, and that the company's
RevPAR, management fees and EBITDA generation will result in a good
cushion in our measure of net leverage in 2022 compared to our 4x
upgrade threshold.
"Four Seasons' systemwide occupancy remains very low compared to
2019. As the assumed recovery in upper-upscale and luxury hotel
demand continues to ramp up in 2022, higher competition to fill
empty rooms may cause Four Seasons to lower its ADR periodically at
hotels in some regions compared to very high levels in 2021,
raising risks to our base-case forecast. We could raise the rating
once systemwide occupancy has recovered further and we believe the
company will sustain total lease-adjusted debt to EBITDA below 4x,
incorporating volatility over the economic cycle and potential
leveraging transactions such as special distributions to owners.
"Although unlikely over the next year because of our revised base
case for leverage well under our 5x downgrade threshold, we could
lower the rating if there is an unexpected reversal in the recovery
in luxury travel and hotel demand, or some other leveraging
transaction, that causes leverage to be sustained above 5x."
ESG credit indicators: To E-2, S-3, G-2; From E-2, S-4, G-2
S&P said, "Health and safety factors have improved in our view and
are now a moderately negative consideration in our credit rating
analysis of Four Seasons. As a result, we changed our social credit
indicator to S-3 from S-4. The S-3 reflects the unprecedented
decline in systemwide RevPAR due to the pandemic, which we assume
will gradually recover over the next two years under our base-case
scenario." Safety and health scares are an ongoing risk. Although
this was a rare and extreme disruption, Four Seasons is unlikely to
recover to 2019 systemwide RevPAR until 2023.
Although the company's hotel management model, cost-cutting, and
fees from residential condominium sales enabled it to moderate the
harm to its EBITDA margin from the pandemic, the company faced
unprecedented declines in RevPAR and hotel management fees, which
led to a material spike in leverage. Additionally, risk remains
around regional health concerns, a slower recovery in Middle East,
Africa and Asia, and uncertainty around some level of permanent
disruption to group and business travel.
Environmental, social, and governance (ESG) credit factors for this
change in credit rating/outlook and/or CreditWatch status:
-- Social-Health and Safety
FOUR WOOD: United States Trustee Opposes Subchapter V Plan
----------------------------------------------------------
The United StatesTrustee forRegion 21 objects to confirmation of
the Subchapter V Plan of Debtors, Four Wood Consulting Publishing,
LLC ("Four Wood") and Thomas and Shery Ryan (the "Ryans").
The United States Trustee reviewed the Plan and had some serious
concerns about the information or lack of information provided. The
United States Trustee provided these concerns to Debtors' counsel
on March 15, 2022. These include the following:
* The Plan fails to provide an estimate of the Subchapter V
trustee's fees.
* The Plan treats creditors from two separate bankruptcy
estates jointly in one class without providing an explanation as to
why this is fair and appropriate.
* The Plan provides no information regarding leases where Four
Wood operates or where the Ryans live.
* The Plan fails to explain if Four Woods and the Ryans will
have the same discharge terms or different discharge terms, yet the
terms are stated twice.
* Article 10 of the Plan discusses a sale of real property.
Upon information and belief neither Four Wood nor the Ryans own
real property.
* The Plan fails to address the Subchapter V trustee's role in
the case if the Plan is confirmed under 11 U.S.C. Secs. 1191(a) or
(b).
* The United States Trustee questions whether the Plan is fair
and equitable, a requirement for confirmation under 11 U.S.C. Sec.
1191(b). It appears that the proposed payments fail to meet the
requirements of 11 U.S.C. Sec. 1191(c).
A full-text copy of the United States Trustee's objection dated
April 11, 2022, is available at https://bit.ly/37mzxcz from
PacerMonitor.com at no charge.
About Four Wood Consulting
West Palm Beach, Fla.-based Four Wood Consulting and Publishing,
LLC, filed a petition for Chapter 11 protection (Bankr. S.D. Fla.
Case No. 21-18183) on Aug. 24, 2021, listing $8,495 in assets and
$1,189,874 in liabilities. Sherry Ryan, managing member, signed
the petition. Judge Erik P. Kimball oversees the case. The Debtor
tapped David Lloyd Merrill, Esq., at The Associates, as legal
counsel.
FUELCELL ENERGY: All Three Proposals Passed at Annual Meeting
-------------------------------------------------------------
FuelCell Energy, Inc. held its 2022 Annual Meeting of Stockholders,
at which the stockholders:
(1) elected James H. England, Jason Few, Matthew F. Hilzinger,
Natica von Althann, Cynthia Hansen, Donna Sims Wilson, and Betsy
Bingham to serve until the 2023 Annual Meeting of Stockholders and
until their successors are duly elected and qualified;
(2) ratified the selection of KPMG LLP as the Company's
independent registered public accounting firm for the fiscal year
ending Oct. 31, 2022; and
(3) approved, on a non-binding advisory basis, the compensation
of the Company's named executive officers as set forth in the
"Executive Compensation" section of the proxy statement.
About FuelCell Energy
Headquartered in Danbury, Connecticut, FuelCell Energy, Inc. --
http://www.fuelcellenergy.com-- is a global developer of
distributed baseload power solutions through its proprietary fuel
cell technology. The Company targets large-scale power users with
its megawatt-class installations globally, and currently offer
sub-megawatt solutions for smaller power consumers in Europe. The
Company develops turn-key distributed power generation solutions
and operate and provide comprehensive service for the life of the
power plant.
FuelCell reported a net loss of $101.03 million for the year ended
Oct. 31, 2021, a net loss of $89.11 million for the year ended Oct.
31, 2020, a net loss of $77.57 million for the year ended Oct. 31,
2019, and a net loss of $47.33 million for the year ended Oct. 31,
2018.
As of Jan. 31, 2022, the Company had $854.69 million in total
assets, $182.65 million in total liabilities, $59.86 million in
redeemable series B preferred stock, $15.45 million in redeemable
noncontrolling interests, and $596.74 million in total equity.
FUSE GROUP: KCCW Replaces Paris Kreit as Accountant
---------------------------------------------------
The Board of Directors of Fuse Group Holding Inc. approved the
dismissal of Paris, Kreit & Chiu CPA LLP as the Company's
independent registered public accounting firm, effective
immediately.
Paris Kreit's audit reports on the Company's consolidated financial
statements as of and for the fiscal years ended Sept. 30, 2021 did
not contain an adverse opinion or a disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or
accounting principles, except that the audit reports on the
consolidated financial statements of the Company for the fiscal
years ended Sept. 30, 2021 contained an uncertainty about the
Company's ability to continue as a going concern.
During the fiscal years ended Sept. 30, 2021, and in the subsequent
interim period through April 4, 2022, there were (i) no
disagreements between the Company and Paris Kreit on any matter of
accounting principles or practices, financial statement disclosure
or auditing scope or procedure, which disagreements, if not
resolved to the satisfaction of Paris Kreit, would have caused
Paris Kreit to make reference to the subject matter of the
disagreement in their reports on the financial statements for such
years, and (ii) no "reportable events" as that term is defined in
Item 304(a)(1)(v) of Regulation S-K, except as noted in the
following paragraph:
During the fiscal years ended Sept. 30, 2021, and through the
interim period ended April 4, 2022, there were the following
"reportable events" (as such term is defined in Item 304 of
Regulation S-K). As disclosed in Part I, Item 4 of the Company's
Form 10-Q for the quarter ended Dec. 31, 2021, the Company's
management determined that the Company's internal controls over
financial reporting were not effective as of the end of such period
due to the existence of material weaknesses related to the
following:
1. The Company does not have an Audit Committee. While the
Company is not legally obligated to have an audit committee, it is
the management's view that such a committee, including a financial
expert member, is of the utmost importance for entity-level control
over the Company's financial statements. Currently, the Board of
Directors acts in the capacity of an audit committee.
2. The Company did not implement appropriate information
technology controls. As of Dec. 31, 2021, the Company was
retaining copies of all financial data and material agreements;
however there is no formal procedure or evidence of normal backup
of the Company's data or off-site storage of the data in the event
of theft, misplacement, or loss due to unmitigated factors.
3. The Company currently lacks sufficient accounting personnel
with the appropriate level of knowledge, experience and training in
U.S. GAAP and SEC reporting requirements. The Company has one
employee assigned to a position that involves processing financial
information, resulting in a lack of segregation of duties so that
all journal entries and account reconciliations are reviewed by
someone other than the preparer, heightening the risk of error or
fraud.
These material weaknesses have not been remediated as of April 7,
2022.
The Company's Board of Directors approved the engagement of KCCW
Accountancy Corp., as the Company's independent registered public
accounting firm, effective as of April 5, 2022. The Board of
Directors also approved KCCW to act as the Company's independent
registered public accounting firm for the fiscal year ending Sept.
30, 2022.
During the Company's two most recent fiscal years and through April
4, 2022, neither the Company nor anyone on its behalf consulted
KCCW regarding (i) the application of accounting principles to a
specified transaction, either completed or proposed, or the type of
audit opinion that might be rendered on the consolidated financial
statements of the Company; or (ii) any matter that was either the
subject of a disagreement or a reportable event as described above;
and there was neither a written report nor was oral advice provided
to the Company by KCCW that was an important factor considered by
the Company in reaching a decision as to an accounting, auditing or
financial reporting issue.
About Fuse Group
Headquartered in Arcadia, CA, Fuse Group provides consulting
services to mining industry clients to find acquisition targets
within the parameters set by the clients, when the mine owner is
considering selling its mining rights. The services of Fuse Group
and Fuse Processing, Inc. include due diligence on the potential
mine seller and the mine, such as ownership of the mine and whether
the mine meets all operation requirements and/or is currently in
operation.
Fuse Group reported a net loss of $1.02 million for the year ended
Sept. 30, 2021, compared to a net loss of $51,411 for the year
ended Sept. 30, 2020. As of Dec. 31, 2021, the Company had
$145,608 in total assets, $114,934 in total liabilities, and
$30,674 in total stockholders' equity.
New York, NY-based Paris, Kreit & Chiu CPA LLP, the Company's
former auditor, issued a "going concern" qualification in its
report dated Feb. 11, 2022, citing that as of Sept. 30, 2021, the
Company had recurring losses from operations, an accumulated
deficit, and a negative cash flows from operating activities. As
such there is substantial doubt about its ability to continue as a
going concern.
GFA PEANUT COMPANY: May 24 Plan Confirmation Hearing Set
--------------------------------------------------------
On April 4, 2022, debtor GFA Peanut Company, LLC filed with the
U.S. Bankruptcy Court for the Middle District of Georgia a Chapter
11 Plan of Reorganization. On April 11, 2022, Judge Austin E.
Carter ordered that:
* May 24, 2022 at 11:00 A.M. in Courtroom B – Macon is the
hearing on confirmation of the Plan.
* May 17, 2022 is fixed as the last day for filing written
acceptances or rejections of the Plan.
* May 17, 2022 is fixed as the last day for filing and serving
written objections to the confirmation of the Plan.
A full-text copy of the order dated April 11, 2022, is available at
https://bit.ly/3Oe60lV from PacerMonitor.com at no charge.
Debtor's Counsel:
Robert M. Matson, Esq.
Akin, Webster And Matson, PC
544 Mulberry Street, Suite 400
P. O. Box 1773
Macon, GA 31202
Phone: (478) 742-1889
Email: rmatson@akin-webster.com
About GFA Peanut Company
GFA Peanut Company provides marketing and storage of peanuts and
peanut related products. The company is based in Camilla, Ga.
GFA Peanut Company filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. M.D. Ga. Case No.
22-10003) on Jan. 3, 2022, listing as much as $10 million in both
assets and liabilities. Mike Roberts, chairman of GFA Peanut
Company, signed the petition.
Robert M. Matson, Esq., at Akin, Webster And Matson, PC serves as
the Debtor's legal counsel.
GIGA-TRONICS INC: Gordon Almquist Quits as Director
---------------------------------------------------
Gordon Almquist resigned from the board of directors of
Giga-tronics Incorporated on April 4, 2022.
Mr. Almquist served as chairman of the board's audit committee and
as a member of its compensation committee and its nominating and
governance committee. His resignation is not the result of any
disagreement with the company on any matter relating to the
company's operations, policies or practices, as disclosed in a Form
8-K filed with the Securities and Exchange Commission.
About Giga-tronics Inc.
Headquartered in Dublin, California, Giga-tronics Inc. is a
publicly held company, traded on the OTCQB Capital Market under
the
symbol "GIGA". Giga-tronics -- http://www.gigatronics.com--
produces RADAR filters and Microwave Integrated Components for use
in military defense applications as well as sophisticated RADAR and
Electronic Warfare (RADAR/EW) test products primarily used in
electronic warfare test & emulation applications.
Giga-Tronics reported a net loss of $393,000 for the year ended
March 27, 2021, a net loss of $687,000 for the year ended March
28,
2020, a net loss of $1.04 million for the year ended March 30,
2019, and a net loss of $3.10 million for the year ended March 31,
2018. As of Dec. 25, 2021, the Company had $8.13 million in total
assets, $3.47 million in total liabilities, and $4.66 million in
total shareholders' equity.
GREG & ALICE: Unsecureds to Split $25K in Subchapter V Plan
-----------------------------------------------------------
Greg & Alice Logging, Inc., filed with the U.S. Bankruptcy Court
for the Western District of Louisiana a Chapter 11 Subchapter V
Plan dated April 11, 2022.
Debtor financed certain equipment through Sabine Bank with
assistance of Forestry South, Inc. Forestry South eventually
purchased the Sabine Bank notes and is the secured creditor in this
case. Prior to filing the case, Forestry South instituted an
executory proceeding to reposes and foreclose upon its collateral.
Prior to filing, debtor's cash flow was also impacted by the
repayment of certain high interest commercial loans. Debtor filed
for bankruptcy relief to retain assets and reorganize its debts.
Debtor filed for relief under Chapter 11, Sub-Chapter V, on January
11, 2022.
Class 1 consists of the claim of Forestry South, Inc., to the
extent allowed as a secured claim under §506 of the Code. Forestry
South, Inc., holds a secured claim in the amount of $81,372.50 and
is secured. Creditor shall have a secured claim in the amount of
$81,372.50 to be paid with interest at the rate of 6.25% per annum
over 48 months in monthly installments in the amount of $1,923.95,
the first of which shall be due and payable on April 15, 2022. The
terms, conditions and obligations contained in the Agreed Order
Granting Adequate Protection entered in this case on March 29, 2022
are incorporated herein by reference and shall continue
uninterrupted as adequate protection under this Plan.
Class 2 consists of General Unsecured Claims. The total of all
filed unsecured proofs of claim and scheduled unsecured claims is
$114,389.31. After the payment of all Article V claims in the case
including attorney's fees and Chapter 11 Subchapter V Trustee fees,
General Unsecured Claims shall be paid $25,000.00 in the amount of
$750.00 per month. Payments will begin after all Administrative
Expenses have been paid in full.
Class 3 consists of the Equity interests in the debtor. Equity
Security Holders will retain their ownership interests in the
debtor.
The future earnings or other future income of the Debtor(s) are
submitted to the supervision and control of the trustee as may be
necessary for the execution of the plan.
Upon confirmation, the Debtor will be authorized to execute any and
all property transfers contemplated hereunder, if any. Such
transfers shall be pursuant to such documents of title as
reasonably required by parties and in accordance with normal
business practice.
Upon the Effective Date, all secured creditors lienholders and
holders of guaranty claims hereunder shall have the right to
receive, in form and substance reasonably acceptable to their
respective counsel and counsel for the Debtor, new notes and
security devices evidencing the obligations assumed by Greg & Alice
under the terms and conditions of this Plan of Reorganization.
Unless otherwise specifically set forth herein, all secured
creditors will retain all pre petition liens to the extent of their
respective secured claims.
A full-text copy of the Subchapter V Plan dated April 11, 2022, is
available at https://bit.ly/3uHuuwq from PacerMonitor.com at no
charge.
Debtor's Counsel:
L. Laramie Henry, Esq.
1227 MacArthur Drive
Alexandria, LA 71301
Tel: (318) 445-6000
Email: Info@Henry-Law.com
About Greg & Alice
Incorporated in July 2002, Greg & Alice, Inc., is engaged in the
logging business. The company is wholly owned by Greg Williams and
Alice Williams in community.
Greg & Alice, Inc. filed a petition for Chapter 11 protection
(Bankr. W.D. La. Case No. 22-10026) on Jan. 11, 2022, listing up to
$500,000 in assets and liabilities. Gregory Williams, member,
signed the petition.
Judge John S Hodge oversees the case.
The Debtor tapped L. Laramie Henry, Esq., a practicing attorney in
Alexandria, La., to handle its Chapter 11 case.
GROSVENOR CAPITAL: S&P Alters Outlook to Stable, Affirms BB+/B ICR
------------------------------------------------------------------
S&P Global Ratings revised its outlook on Grosvenor Capital
Management Holdings LLLP to stable from negative. At the same time,
S&P affirmed its 'BB+/B' long- and short-term issuer credit ratings
on Grosvenor and its 'BB+' rating on its first-lien debt. The
recovery rating remains '3' (50%), indicating a meaningful recovery
in the event of a default.
Grosvenor's fee-paying AUM grew 13% in 2021 to $58.7 billion,
supporting 12% growth in fee-related revenue. The company continued
to expand its fee-related earnings (FRE) margin through scale,
particularly in higher margin products such as secondaries and
direct investment, supporting 27% growth in FRE in 2021. Net
realized performance fees and carried interest grew nearly 13%
supported by strong investment performance in conjunction with the
firm's growing share of incentive fees.
In June 2021, the company issued an $110 million add-on to its term
loan to fund the repurchase of rights to carried interest that it
had sold to Mosaic Acquisition in 2020. S&P said, "In our
calculation of leverage, we haircut net realized carried interest,
performance fees, and investment income by 50% of the five-year
historical average. We include as debt the company's $390 million
term loan B, operating leases, tax receivable agreement
liabilities, and warrant liabilities. While the transaction
resulted in leverage nearing 3.0x in 2021, we expect the company to
maintain leverage of 2.0x-3.0x over the next 12 months given strong
AUM growth in 2021, strong fundraising pipeline heading into 2022,
and the firm's rising share of incentive fees."
S&P said, "The stable outlook reflects our expectation for leverage
to be maintained at 2.0x-3.0x over the next 12 months, while
fundraising meets expectations and investment performance remains
stable.
"We could lower the rating if leverage increases and sustains above
3.0x, if investment performance weakens, or if fundraising or net
flows materially weaken.
"We do not expect to raise the rating over the next 12 months. We
could raise the rating over the longer term if leverage is lowered
and maintained below 2.0x. We could also raise the rating if the
company's growth outpaces higher rated peers' while expanding its
direct investment capabilities and maintain strong investment
performance."
HARRISBURG UNIVERSITY: S&P Affirms 'BB' Rating on Revenue Bonds
---------------------------------------------------------------
S&P Global Ratings revised its outlook to stable from negative and
affirmed its 'BB' long-term rating on the Dauphin County General
Authority, Penn.'s outstanding revenue bonds, issued for Harrisburg
University of Science and Technology(HU).
"The outlook revision to stable reflects our opinion of the
university's good financial management during the pandemic, as
evidenced by its continued operating surpluses, albeit lower than
previous levels," said S&P Global Ratings credit analyst Ruchika
Radhakrishnan. "The stable outlook also reflects our expectation
that HU will report at least stable enrollment in the next few
years and sufficient operating results to achieve its debt
covenants," Ms. Radhakrishnan added.
The rating reflects S&P's assessment of HU's:
-- Weak available resources, especially in comparison to its debt
levels;
-- High pro forma maximum annual debt service (MADS) burden;
-- Material fluctuation in the undergraduate demand metrics,
especially the freshman acceptance rate; and
-- High student dependence, with tuition, fees, and auxiliary
revenue accounting for 89% of fiscal 2021 adjusted operating
revenues.
S&P believes the following factors support the rating:
-- Solid full-accrual operating surpluses posted since fiscal
2016, although the net performance weakened to smaller surpluses
during the past two fiscal years due to weaker enrollment and
pandemic-related operational influences; and
-- Growing enrollment with 30%-40% annual increases between
2016-2017 and 2018-2019 and a relatively modest 3% increase in
2020-2021, although the university reported a 6% decline in
2019-2020, depicting the risk of a volatile trend.
Harrisburg University of Science and Technology is an independent
not-for-profit institution. It was incorporated in the commonwealth
of Pennsylvania in December 2001, making it the first independent
science and technology-focused, nonprofit university to be
established in Pennsylvania in more than 100 years. HU opened its
doors in August 2005 and was created to address central
Pennsylvania's need for increased educational opportunities in
science, technology, engineering, and math (STEM) careers.
HAWAIIAN HOLDINGS: Donald Carty to Quit as Director
---------------------------------------------------
Donald J. Carty will be retiring from the Board of Directors of
Hawaiian Holdings, Inc., effective May 18, 2022.
Mr. Carty's departure is not the result of any disagreement with
the company on any matter relating to its operations, policies or
practices, as disclosed in a Form 8-K filed with the Securities and
Exchange Commission.
The company thanks Mr. Carty for his dedicated service on the
Board.
About Hawaiian Holdings
Hawaiian Holdings, Inc.'s primary asset is sole ownership of all
issued and outstanding shares of common stock of Hawaiian Airlines,
Inc. The Company is engaged in the scheduled air transportation of
passengers and cargo amongst the Hawaiian Islands (the Neighbor
Island routes) and between the Hawaiian Islands and certain cities
in the United States (the North America routes together with the
Neighbor Island routes, the Domestic routes), and between the
Hawaiian Islands and the South Pacific, Australia, New Zealand and
Asia (the International routes), collectively referred to as its
Scheduled Operations.
Hawaiian Holdings reported a net loss of $144.77 million for the
year ended Dec. 31, 2021, a net loss of $510.93 million for the
year ended Dec. 31, 2020, and net income of $223.98 million for the
year ended Dec. 31, 2019. As of Dec. 31, 2021, the Company had
$4.63 billion in total assets, $1.11 billion in total current
liabilities, $1.70 billion in long-term debt, $1.24 billion in
total other liabilities and deferred credits, and $569.08 million
in total shareholders' equity.
* * *
As reported by the TCR on April 12, 2021, S&P Global Ratings
revised its ratings outlook to positive from negative and affirmed
its 'CCC+' issuer credit rating on Hawaiian Holdings Inc. (parent
of Hawaiian Airlines). S&P said, "The positive outlook indicates
that we could raise our ratings on Hawaiian if we see sustained
improvements in traffic resulting in funds from operations (FFO) to
debt improving to at least the mid-single-digit-percent area in
2022 and further in 2023, with the company also continuing to
maintain adequate liquidity."
HAWAIIAN RIVERBEND: Case Summary & Three Unsecured Creditors
------------------------------------------------------------
Debtor: Hawaiian Riverbend, LLC
620 Vasona Avenue
Los Gastos, CA 95032
Chapter 11 Petition Date: April 14, 2022
Court: United States Bankruptcy Court
Northern District of California
Case No.: 22-50314
Debtor's Counsel: Michael Jay Berger, Esq.
LAW OFFICES OF MICHAEL JAY BERGER
9454 Wilshire Boulevard, 6th Floor
Beverly Hills, CA 90212
Tel: (310) 271-6223
Fax: (310) 271-9805
Email: michael.berger@bankruptcypower.com
Estimated Assets: $1 million to $10 million
Estimated Liabilities: $1 million to $10 million
The petition was signed by Michael Haroutun Miroyan, managing
member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's three unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/SGS263Q/Hawaiian_Riverbend_LLC__canbke-22-50314__0001.0.pdf?mcid=tGE4TAMA
HOBBS INVESTMENT: Case Summary & Seven Unsecured Creditors
----------------------------------------------------------
Debtor: Hobbs Investment Properties, LLC
3846 E. Illini Street
Phoenix, AZ 85040
Business Description: Hobbs Investment Properties is a Single
Asset Real Estate debtor (as defined in 11
U.S.C. Section 101(51B)). The Debtor owns a
real property at 3846 E. Illini Street,
Phoenix, Arizona related to fraudulent
transfer claim against James and Sheryl
Hobbs. The Property is valued at $2.4
million.
Chapter 11 Petition Date: April 14, 2022
Court: United States Bankruptcy Court
District of Arizona
Case No.: 22-02292
Judge: Hon. Brenda K. Martin
Debtor's Counsel: Thomas H. Allen, Esq.
ALLEN BARNES & JONES, PLC
1850 N. Central Avenue, Suite 1150
Phoenix, AZ 85004
Tel: 602-256-6000
Fax: 602-252-4712
E-mail: tallen@allenbarneslaw.com
Total Assets: $2,520,475
Total Liabilities: $553,846
The petition was signed by Lorin Hobbs, managing member.
A full-text copy of the petition containing, among other items, a
list of the Debtor's seven unsecured creditors is available for
free at PacerMonitor.com at:
https://www.pacermonitor.com/view/WUT67TI/HOBBS_INVESTMENT_PROPERTIES_LLC__azbke-22-02292__0001.0.pdf?mcid=tGE4TAMA
JANUS INTERNATIONAL: Moody's Affirms 'B2' CFR, Outlook Stable
-------------------------------------------------------------
Moody's Investors Service affirmed Janus International Group, LLC's
(Janus) B2 Corporate Family Rating and B2-PD Probability of Default
Rating. Moody's also affirmed the B2 rating on the company's senior
secured term loan maturing 2025 and assigned a Speculative Grade
Liquidity rating of SGL-2. The outlook is stable.
"Janus has done well in executing its operational plan, resulting
in strong operating margins and better credit metrics," said Peter
Doyle, Vice President at Moody's.
The following ratings are affected by the action:
Assignments:
Issuer: Janus International Group, LLC
Speculative Grade Liquidity Rating, Assigned SGL-2
Affirmations:
Issuer: Janus International Group, LLC
Corporate Family Rating, Affirmed B2
Probability of Default Rating, Affirmed B2-PD
Senior Secured 1st Lien Bank Credit Facility, Affirmed B2 (LGD4)
Outlook Actions:
Issuer: Janus International Group, LLC
Outlook, Remains Stable
RATINGS RATIONALE
Janus' B2 CFR reflects Moody's expectation that, while improving,
the company will retain a leveraged capital structure. Moody's
forecast adjusted debt-to-EBITDA of 4.1x at year-end 2023 versus
5.5x on January 1, 2022. Moody's forward view includes some
improvement in earnings and only term loan amortization,
essentially keeping adjusted debt flat, which totaled about $756
million at the beginning of January 2022.
Providing an offset to Janus' leveraged capital structure is robust
operating performance, which is the company's greatest credit
strength. Moody's continues to forecast adjusted EBITDA margin
sustained around 20% over the next two years. Profitability will
benefit from higher volumes from growth in end markets and the
resulting operating leverage from that growth and some price
increases. Moody's believe that Janus is successfully integrating
DBCI, a division of Cornerstone Building Brands, Inc. that it
acquired in mid-August 2021, and which is contributing positively
to Janus' performance.
Janus is the market leader in the domestic construction and
remodeling of self-storage units. Positive end market dynamics
further support the company's credit profile. Moody's Global Macro
Outlook projects US GDP growing by 3.7% in 2022 and a further 2.5%
for 2023 from a 5.4% growth rate in 2021, which should benefit all
sectors including Janus' key end markets. Janus earns about 91% of
its revenue from North America, mainly from the US.
Janus' SGL-2 Speculative Grade Liquidity Rating reflects Moody's
view that the company will maintain a good liquidity profile over
the next two years, generating free cash flow throughout the year.
Moody's project that Janus will generate in excess of $75 million
in free cash flow in each of the next two years, with the ability
to generate free cash flow in each quarter. Janus has access to a
$80 million asset-based revolving credit facility, which is
governed by a borrowing base calculation that fluctuates with
business seasonality. Availability totaled $73.2 million on January
1, 2022, after considering $6.4 million in borrowings, minimal
letter of credit commitments and the borrowing base formula. No
near term maturities and springing financial covenants further
enhance Janus' liquidity profile.
The stable outlook reflects Moody's expectation that Janus will
continue to perform well. A good liquidity profile and end markets
that support growth further support the stable outlook.
A rating constraint at this time is Janus' corporate governance as
it relates to the material weaknesses identified by management
regarding internal controls in areas such as information technology
security and controls, management review controls and financial
reporting controls. Moody's believes that management is working
towards remediating each weakness, but completion will take time.
The company hired a Director of Internal Audit and has engaged
third-party consultants.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
An upgrade of Janus' ratings could ensue if end markets remain
supportive of organic growth and the company delivers such that
adjusted debt-to-EBITDA remains below 5.0x and the company
maintains strong margins and good liquidity. Remediation of all
material weaknesses and strengthening of internal controls are
preconditions for upwards rating movement.
The CFR could be downgraded if Janus' adjusted debt-to-EBITDA is
sustained above 6.0x. A deterioration in margins or liquidity, an
aggressive acquisition with additional debt or significant
shareholder return activity could result in downward rating
pressure as well.
The principal methodology used in these ratings was Manufacturing
published in September 2021.
Janus International Group, LLC, headquartered in Temple, Georgia,
is a manufacturer and supplier of turn-key self-storage, commercial
and industrial building solutions, and facility and door automation
technologies. Janus is publicly traded, but Clearlake Capital
Group, L.P., through its affiliates, owns a minority interest in
Janus.
JRX TUNING: Unsecured Creditors Will Get 100% of Claims in Plan
---------------------------------------------------------------
JRX Tuning & Performance, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Texas an Amended Plan of
Reorganization dated April 12, 2022.
Debtor was formed in 2018 as an auto repair shop in Haslet, Texas.
Specifically, the Debtor offers services to measure and optimize
the force, torque and power of automobiles. Debtor's client base
includes car dealerships whereby Debtor provides certain automotive
services for the dealers' inventory. Individual customers also
utilize the Debtor's services for their own individual automotive
needs.
The Debtor borrowed funds from certain merchant lenders and
unsecured lenders to maintain its working capital needs from the
following working capital lenders. However, the periodic payments
of these loans from Debtor's working capital made it impossible for
Debtor to meet its financial obligations as they came due. Debtor
is proposing this Plan to reorganize and pay creditors.
The Plan contemplates the reorganization of the Debtor and the
resolution of all outstanding claims and interests of the Debtor on
the Effective Date of the Plan.
Class I Allowed Secured Ascentium Claim is unimpaired. The Debtor
and Reorganized Debtor estimates an Allowed Secured Lender Claim in
the amount of $35,694.83. On the Effective Date, the Reorganized
Debtor shall continue to pay the Allowed Secured Ascentium Claim in
Cash under the contractual loan terms as existed prior to the
Chapter 11 Case. The Debtor believes the treatment will be
sufficient to pay the Allowed Secured Ascentium Claim in full. This
Class will receive a distribution of 100% of their allowed claims.
Class II Allowed Secured Merchant Lender Claims are impaired. The
Holders of Allowed Secured Merchant Lender Claims are entitled to
vote on the Plan. The Class II Allowed Secured Merchant Lender
Claims are estimated to be $29,841.06. Each Allowed Secured
Merchant Lender Claim shall receive payment of $2,000.00 per month
pro rata without interest until paid in full. This Class will
receive a distribution of 100% of their allowed claims.
Class III Allowed Secured Property Tax Claims are impaired.
Northwest ISD and Wise County, Texas, the Holders of the Allowed
Secured Property Tax Claims, are entitled to vote on the Plan. The
Allowed Secured Property Tax Claims shall be paid in full when due,
which is on or before January 31, 2023. In the event the Allowed
Secured Property Tax Claims are not timely paid on January 31,
2023, such Claims shall accrue statutory interest. This Class will
receive a distribution of 100% of their allowed claims.
Class IV Allowed General Unsecured Claims are impaired. The Holders
of Allowed General Unsecured Claims are entitled to vote on the
Plan. The Allowed General Unsecured Claims are estimated to be
$53,730.48 or less. The Holders of Allowed General Unsecured Claims
will be paid $2,000.00 per month after all Secured Merchant Lender
Claims are paid in full. The Debtor believes the treatment will be
sufficient to pay the Holders of Allowed General Unsecured Claims
in full. This Class will receive a distribution of 100% of their
allowed claims.
Class V Allowed Interests in the Debtor are unimpaired. The Holders
of Allowed Interests in the Debtor are not entitled to vote on the
Plan.
The Cash necessary to pay Allowed Claims and Allowed Interests
under the Plan will be the Cash generated by the Debtor's
operations and $288,800.00 in proceeds from a loan from the United
States Small Business Administration applied for by Debtor
prepetition and subject to approval and disbursement on or before
the Effective Date of this Plan.
The Disbursing Agent shall make all Distributions required under
this Plan.
A full-text copy of the Amended Plan of Reorganization dated April
12, 2022, is available at https://bit.ly/3MahuoR from
PacerMonitor.com at no charge.
Proposed Counsel to the Debtor:
M. Jermaine Watson, Esq.
Cantey Hanger, LLP
600 W. 6th Street, Suite 300
Forth Worth, TX 76102
Tel: (817) 877-2800
Fax: (817) 333-2961
Email: jwatson@canteyhanger.com
About JRX Tuning & Performance
JRX Tuning & Performance, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Tex. Case No. 22-40404-11) on
Feb. 28, 2022. In the petition signed by Justin Andrew Ruckman,
its managing member, the Debtor disclosed up to $500,000 in both
assets and liabilities.
Judge Mark X. Mullin oversees the case.
Jermaine Watson, Esq., at Cantey Hanger, is the Debtor's counsel.
KBK ENTERPRISES: Non-Personal Injury Unsecureds to be Paid in Full
------------------------------------------------------------------
KBK Enterprises of Roanoke, Inc., filed with the U.S. Bankruptcy
Court for the Western District of Virginia a Plan of Reorganization
dated April 11, 2022.
The Debtor was formed in 1993 and has operated the Famous Anthony's
restaurant at 4913 Grandin Rd SW, Roanoke, VA 24018 since that
time. The Debtor corporation was initially owned by Kevin Diomedi
(20%), Harold Clark (20%) and Karen McCoy (60%).
In August, 2021, the Debtor suffered an alleged hepatitis outbreak
among some of its customers, allegedly as a result of one of its
employees who was infected with hepatitis. Debtor's business
suffered considerably as a result of the negative publicity arising
from the alleged hepatitis outbreak. As a result of the poorly
performing business and more importantly, the outstanding
litigation, the Debtor filed this case on January 10, 2022.
Since the bankruptcy filing, the Debtor has continued to operate
its restaurant. It has timely paid its post-petition bills and
wages. Although, its business remains impacted by the negative
publicity from the hepatitis outbreak the Debtor is hopeful that
business will continue to improve and that it will be able to
operate at a break even or profitable basis in the near future. The
Debtor has lost money, as reflected in its monthly operating
reports, for the first two (2) months from the bankruptcy filing.
Class 2 consists of Non-Personal Injury Unsecured Claims. The Class
2 claims will be paid in full, by the Debtor, within twelve (12)
months of the Effective Date, from cash on hand, operating profit
and vendor rebates.
Class 3 consists of Personal Injury Unsecured Claims. The Debtor
will pay its claims for allowed personal injury claims arising from
the referenced hepatitis outbreak with the proceeds from its
insurance policy with The Cincinnati Insurance Company ("CIC"). The
amount available to allowed personal injury claims will depend on
the outcome of the coverage issue between the Debtor and personal
injury claimants, on the one hand, and CIC, on the other hand.
Ultimately, this amount shall be determined by either negotiation
or litigation among the parties.
In order to determine the amount of claims in this class, the
Debtor will move the Bankruptcy Court to approve a process whereby
claimants are directed to fill out a medical questionnaire,
describing in detail (i) evidence that they dined at the Debtor's
restaurant during the appropriate time period as determined by the
Virginia Department of Health; (ii) description of illness and
symptoms that they suffered as a result of contracting hepatitis
from dining at the Debtor's restaurant; (iii) medical procedures
undergone and medical expenses incurred; and (iv) long term
prognosis or anticipated future health issues and medical
requirements resulting from contracting hepatitis.
Class 4 consists of Executory Contracts and Unexpired Leases. The
Debtor assumes, pursuant to 11 U.S.C. § 365, as of the petition
date, the executory contracts and unexpired leases. The Debtor does
not believe that any cure of pre-petition obligations, is necessary
for any of the executor contracts/unexpired leases it is assuming.
Class 5 consists of Equity Interests. Equity Interests of Tony
Triplette shall remain in place during the pendency of this case
and post confirmation. No distributions will be made to Tony
Triplette's equity until all plan obligations are satisfied. The
Class 5 interest holder shall retain his interest in the Debtor.
The Debtor provides the following means for execution of this Plan:
* The Debtor will continue its operations as a full service
restaurant in the ordinary course of business. Tony Triplette and
Bonnie Viar will continue in their roles as officers and managers.
* The Debtor, through its counsel and in conjunction with
plaintiffs' counsel, will pursue the issue of available insurance
coverage in its and its counsels' best judgment. Any negotiated
agreement as to the insurance coverage will be subject to court
approval.
* The Debtor will participate in and pursue the claims
determination process as set forth in class 3 treatment in this
Plan.
* The Debtor shall pursue voidable preference and/or
fraudulent conveyance claims in its discretion. The Debtor does not
believe there are any voidable preference or fraudulent conveyance
claims to pursue.
A full-text copy of the Plan of Reorganization dated April 11,
2022, is available at https://bit.ly/3JEKXWd from PacerMonitor.com
at no charge.
The firm can be reached through:
Andrew S. Goldstein, Esq.
Magee Goldstein Lasky & Sayers, PC
P.O. Box 404
Roanoke, VA 24003-0404
Telephone: (540) 343-9800
Facsimile: (540) 343-9898
Email: agoldstein@mglspc.com
About KBK Enterprises of Roanoke
KBK Enterprises of Roanoke, Inc. filed its voluntary petition for
relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Va.
Case No. 22-70008) on Jan. 10, 2022, listing up to $50,000 in both
assets and liabilities. Tony Triplette, president, signed the
petition.
Andrew S. Goldstein, Esq., at Magee Goldstein Lasky & Sayers, PC
serves as the Debtor's legal counsel.
KDR SUPPLY: Seeks Chapter 11 Bankruptcy Protection
--------------------------------------------------
KDR Supply Inc. filed bankruptcy protection in Texas.
KDR was formed on Dec. 22, 1993, and is in the business of selling
pipe, valves and fittings to third parties. Rocky Fisher owns 100%
of KDR.
KDR Supply estimates between 50 and 99 unsecured creditors. The
petition states that funds will be available to unsecured
creditors.
The Debtor has won court approval of its emergency motion to use
cash collateral.
A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is
slated for May 6, 2022, at 9:30 a.m.
About KDR Supply
KDR Supply Inc. -- https://www.kdrsupply.com/ -- is a leading
supplier of pipe, valve and valve automation, fittings, pumps, pump
repair, mill and tool supplies, and safety products.
KDR Supply filed for chapter 11 protection (Bankr. E.D. Tex. Case
No. 22-10115) on April 6, 2022. In the petition filed by Rocky
Fisher, as president, KDR Supply estimated assets and liabilities
between $1 million and $10 million. Julie Mitchell Koenig, of
Cooper & Scully, is the Debtor's counsel.
KR CITRUS: Taps Wanger Jones Helsley as Bankruptcy Counsel
----------------------------------------------------------
KR Citrus, Inc. seeks approval from the U.S. Bankruptcy Court for
the Eastern District of California to hire Wanger Jones Helsley to
serve as legal counsel in its Chapter 11 case.
The firm's services include:
(a) taking all necessary actions to protect and preserve the
Debtor's estate, including the filing of adversary cases and other
proceedings on the Debtor's behalf, the defense of actions against
the Debtor, and negotiations concerning all disputes and litigation
in which the Debtor is involved;
(b) preparing legal papers in connection with the
administration of the estate;
(c) negotiating and formulating a Chapter 11 plan; and
(d) performing other legal services as requested.
The firm's hourly rates are as follows:
Attorney $180 - $595 per hour
Paralegals/Law Clerks $125 - $180 per hour
Riley Walter, Esq., a partner at firm Wanger Jones Helsley,
disclosed in a court filing that he is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached at:
Riley C. Walter, Esq.
Wanger Jones Helsley
265 E. River Park Circle, Suite 310
Fresno, CA 93720
Phone: (559) 233-4800
Email: rwalter@wjhattorneys.com
About KR Citrus
KR Citrus, Inc. is a California corporation engaged in the fruit
and vegetable preserving and specialty food manufacturing
business.
KR Citrus filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. E.D. Calif. Case No. 22-10416) on March 18,
2022, listing $2,002,186 in assets and $1,590,819 in liabilities.
David Sousa serves as Subchapter V trustee.
Judge Jennifer E. Niemann oversees the case.
Riley C. Walter, Esq., at Wanger Jones Helsley is the Debtor's
legal counsel.
L DONTIS PRODUCE: Seeks to Hire Morrison Tenenbaum as Counsel
-------------------------------------------------------------
L Dontis Produce Company, Incorporated seeks approval from the U.S.
Bankruptcy Court for the Eastern District of New York to hire
Morrison Tenenbaum, PLLC to serve as legal counsel in its Chapter
11 case.
The firm's services include:
a. advising the Debtor with respect to its powers and duties
in the management of its estate;
b. assisting in any amendments of the Debtor's bankruptcy
schedules and other financial disclosures, and in the preparation,
review or amendment of a disclosure statement and plan of
reorganization;
c. negotiating with creditors and taking the necessary legal
steps to confirm and consummate a plan of reorganization;
d. preparing legal papers;
e. appearing before the bankruptcy court; and
f. performing all other necessary legal services for the
Debtor.
The hourly rates charged by the firm's attorneys and
paraprofessionals are as follows:
Lawrence F. Morrison $595
Brian J. Hufnagel $495
Associates $380
Paraprofessionals $200
Morrison received an initial retainer fee of $9,500, plus $1,738
for the filing fee.
As disclosed in court filings, Morrison is a "disinterested party"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Lawrence F. Morrison, Esq.
Morrison Tenenbaum, PPLC
87 Walker St
New York, NY 10013
Phone: +1 212-620-0938
Email: lmorrison@m-t-law.com
About L Dontis Produce
L Dontis Produce Company, Incorporated filed a voluntary petition
for Chapter 11 protection (Bankr. E.D.N.Y. Case No. 22-40324) on
Feb. 23, 2022, listing up to $50,000 in assets and up to $500,000
in liabilities. Judge Nancy Hershey Lord presides over the case.
Lawrence Morrison, Esq., at Morrison Tenenbaum, PPLC serves as the
Debtor's legal counsel.
LARSON VALLEY: Taps Bradshaw as Bankruptcy Counsel
--------------------------------------------------
Larson Valley, Inc. and its affiliates seek approval from the U.S.
Bankruptcy Court for the Southern District of Iowa to employ
Bradshaw, Fowler, Proctor & Fairgrave, PC as their legal counsel.
The firm will render these legal services:
(a) advise and assist the Debtors with respect to compliance
with the requirements of the U.S. trustee;
(b) advise the Debtors regarding matters of bankruptcy law;
(c) represent the Debtors in any proceedings or hearings in
the bankruptcy court and in any action in any other court where the
Debtors' rights under the Bankruptcy Code may be litigated or
affected;
(d) conduct examinations of witnesses, claimants, or adverse
parties, and prepare reports, accounts and pleadings related to the
Debtors' Chapter 11 cases;
(e) advise the Debtors concerning the requirements of the
Bankruptcy Code and applicable rules as the same affect the Debtors
in their bankruptcy proceedings;
(f) assist the Debtors in the negotiation, formulation,
confirmation and implementation of a Chapter 11 plan;
(g) make court appearances on behalf of the Debtors; and
(h) perform such other services as the Debtor may require of
the firm in connection with the Chapter 11 cases.
The hourly rates of the firm's counsel and staff are as follows:
Jeffrey D. Goetz, Esq. $400
Associates $125 - $300
Paralegals $90 - $125
Jeffrey Goetz, Esq., an attorney at Bradshaw, Fowler, Proctor &
Fairgrave, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Jeffrey D. Goetz, Esq.
Bradshaw Fowler Proctor & Fairgrave PC
801 Grand Avenue, Suite 3700
Des Moines, IA 50309-8004
Telephone: (515) 246-5817
Facsimile: (515) 246-5808
Email: goetz.jeffrey@bradshawlaw.com
mikkilineni.krystal@bradshawlaw.com
About Larson Valley
Larson Valley, Inc. and its affiliates filed a petition for Chapter
11 protection (Bankr. S.D. Iowa Lead Case No. 22-00326) on April 1,
2022. The affiliates are KDB LLC, Larson Farms Trucking Inc.,
Larson Logistics LLC, and Larson Ridge Inc.
At the time of the filing, Larson Valley listed as much as $50
million in both assets and liabilities.
Judge Lee M. Jackwig oversees the cases.
Bradshaw, Fowler, Proctor & Fairgrave PC, led by Jeffrey D. Goetz,
Esq., serves as the Debtors' legal counsel.
LEAR CAPITAL: Seeks to Hire Baker Tilly US as Accountants
---------------------------------------------------------
Lear Capital, Inc. seeks approval from the U.S. Bankruptcy Court
for the District of Delaware to employ Baker Tilly US, LLP as its
accountant.
The firm will render these services:
(a) prepare tax returns for the Debtor for the years ending
December 31, 2021;
(b) provide routine tax consulting services as may be
requested from time to time by the Debtor; and
(c) perform such other services as the Debtor may request from
time to time related to accounting and tax issues.
The hourly rates of the firm's counsel and staff are as follows:
Partner $600
Manager $460
Associate $150 - $275
Prior to the petition date, Baker Tilly received payments for fees
and expenses incurred on behalf of the Debtor totaling $64,419.49.
Jere Shawver, a certified public accountant at Baker Tilly,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Jere G. Shawver, CPA
Baker Tilly US, LLP
6320 Canoga Ave., 17th Fl.
Woodland Hills, CA 91367
Telephone: (818) 995-0090
Facsimile: (818) 995-1771
About Lear Capital
Lear Capital Inc. is a silver and gold coin dealer based in Los
Angeles, Calif.
Lear Capital filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. D. Del. Case No. 22-10165) on March 2,
2022, to weather possible future legal claims associated with its
sales practices as well as customer disclosures. Jami B. Nimeroff
serves as Subchapter V trustee.
As of Feb. 28, 2022, Lear Capital had assets of $34,449,619 against
liabilities of $22,355,066.
Judge Brendan Linehan Shannon oversees the case.
The Debtor tapped Shulman Bastian Friedman & Bui, LLP as general
bankruptcy counsel; Morris James, LLP as local counsel; Mitchell
Silberberg & Knupp, LLP as special litigation and corporate
counsel; Paladin Management Group as financial advisor; and Baker
Tilly US, LLP as accountant. BMC Group, Inc. is the claims agent.
LIBBEY GLASS: Moody's Raises CFR to B2, Outlook Stable
------------------------------------------------------
Moody's Investors Service upgraded Libbey Glass LLC's ratings
including its Corporate Family Rating to B2 from B3, its
Probability of Default Rating to B2-PD from B3-PD, and the rating
on the company's first lien term loan due 2025 to B3 from Caa1. The
outlook is stable.
The ratings upgrade reflects Libbey's improved credit metrics and
liquidity following strong operating results in fiscal 2021. The
company reported year-over-year revenue growth of 30% in fiscal
2021, though revenue remains below 2019 levels. Demand for the
company's products remains high primarily in the Americas,
benefitting from a strong recovery in the foodservice channel and
increased consumer spending in home products including glassware
and dinnerware. In addition, the EBITDA margin recovered in fiscal
2021 to the low teens percentage range compared to the negative
levels in fiscal 2020, driven by favorable channel mix, pricing
actions to offset higher input costs, and benefits from costs
savings and manufacturing consolidation initiatives. As a result,
Libbey's debt/EBITDA leverage meaningfully improved to 3.3x as of
the end of fiscal 2021. Libbey's liquidity benefitted from better
than anticipated positive free cash flow in fiscal 2021, and the
company had a relatively healthy cash balance of $83 million and
access to an undrawn $100 million revolver facility as of December
31, 2021.
There is uncertainty around the sustainability of the high consumer
demand trends over the next 12-18 months, and the foodservice
channel continues to be exposed to the coronavirus and shifts in
consumers' food away-from-home spending. In addition, the currently
challenging operating environment with historically high
commodities and transportation costs, along with supply chain and
labor constraints adds uncertainty around the company's
profitability levels. However, given the currently high demand for
its products, Libbey is benefiting from good pricing power.
Moody's expects revenue to gradually recover towards pre pandemic
levels over the next 12-18 months, supported by continued growth in
foodservice and price increases. The company's sizable financial
leverage nevertheless provides cushion within the B2 CFR to absorb
the potential demand or earnings pullback, or a leveraging
transaction.
Moody's took the following rating actions:
Upgrades:
Issuer: Libbey Glass LLC
Corporate Family Rating, Upgraded to B2 from B3
Probability of Default Rating, Upgraded to B2-PD from B3-PD
Gtd Senior Secured 1st Lien Term Loan, Upgraded to B3 (LGD4) from
Caa1 (LGD4)
Outlook Actions:
Issuer: Libbey Glass LLC
Outlook, Remains Stable
RATINGS RATIONALE
Libbey's B2 CFR broadly reflects its good market position in the
glassware industry, growing ecommerce business, and good geographic
and customer diversification. The company benefits from the
relatively recurring demand for glassware as a result of breakage,
particularly in the foodservice channel. Libbey's financial
leverage is moderate with debt/EBITDA at 3.3x as of the end of
fiscal 2021, as EBITDA recovered from the negative levels in fiscal
2020. Moody's projects revenue will gradually recover towards
pre-pandemic levels over the next 12-18 months, benefiting from
pricing actions and continuing recovery in foodservice traffic. The
company's costs savings and manufacturing consolidation
initiatives, and pricing actions should help offset ongoing costs
pressures including elevated commodity prices resulting in EBITDA
margin in the low-to-mid teens percentage range. Libbey's good
liquidity is supported by its relatively healthy cash balance of
$83 million and access to an undrawn $100 million revolving
facility due 2025 as of December 31, 2021, which provides financial
flexibility to fund business seasonality and planned investments in
working capital and capital expenditure projects.
The rating also reflects Libbey's relatively modest scale and its
elevated operational risk given the high operating fixed costs
associated with manufacturing the vast majority of its glass
products in-house. The high fixed cost provides limited flexibility
to absorb prolonged revenue pressures and creates profit margin
volatility. The company has a narrow product focus in the mature
and highly competitive glassware industry, with glass tableware
accounting for 85%-90% of sales. Libbey's foodservice channel
represents about a third of revenue, and although this segment is
recovering, it remains exposed to consumers' food away-from-home
consumption trends. Governance risk factors include the company's
ownership by a group of previous lenders to the company with no
single firm having majority control and the inherent risk of a debt
financed shareholder distribution or ownership consolidation
transaction.
Environmental considerations factors that Libbey uses chemicals and
other raw materials as part of its glass manufacturing process and
is subject to various regulations regarding emissions, managing
plant waste, solid waste disposal and remediation of contaminated
sites. Although Libbey strives to maintain compliance with the
applicable environmental laws, a failure to adhere to these
regulations could result in financial penalties and remediation
costs. In addition, glass manufacturing is energy-intensive,
exposing the company to carbon transition risks related to
increased costs from carbon regulations.
Social risks considerations include that Libbey's workforce is
unionized, which exposes the company to manufacturing and supply
chain disruptions due to a potential labor strike. The company is
also exposed to health and safety risks common in a glass
manufacturing environment.
Following the emergence from bankruptcy in November 2020, Libbey is
owned by a group of lenders with no single firm having majority
control. Governance factors include the company's financial
policies going forward under the new ownership structure. Moody's
expects Libbey's financial policies to be balanced with M&A or
dividend distributions unlikely over the next 12-18 months. But
because Moody's do not anticipate the lending group to be long-term
holders, there is event risk relating to utilizing debt to
facilitate ownership buyouts and transition.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook reflects Libbey's moderate financial leverage,
which provides cushion within the B2 CFR to absorb a potential
demand or earnings pullback, or a potential future leveraging
transaction. The stable outlook also reflects Moody's expectations
that the company will maintain at least good liquidity over the
next 12-18 months, highlighted by Moody's expectation of positive
free cash flow generation on an annual basis inclusive of full cash
pay term loan interest and minimal reliance on revolver
borrowings.
The ratings could be upgraded if the company meaningfully increases
its revenue scale and materially reduces operational risks while
demonstrating consistent organic revenue and EBIT margin expansion.
A ratings upgrade would also require a consistent track record of
significant positive free cash flow generation and consistently
maintaining debt/EBITDA below 3.5x, and Moody's expectations of
financial policies that maintains credit metrics at the above
levels. The company would also need to maintain at least good
liquidity, highlighted by positive free cash flows on an annual
basis and good availability on its revolver facility.
The ratings could be downgraded if the company's operating results
deteriorate with revenue declines or EBITDA margin contraction, or
if it fails to generate positive free cash flows on an annual basis
assuming full cash pay interest expense. The ratings could also be
downgraded if debt/EBITDA is above 5.0x, if EBIT/interest is
sustained below 1.5x, of if liquidity deteriorates for any reason.
Headquartered in Toledo, Ohio, Libbey Glass LLC designs,
manufactures and markets glass tableware products and designs and
markets ceramic dinnerware and flatware products. The company
serves foodservice, retail, and business-to-business customers in
over 100 countries. Libbey Glass is owned a broad group of
pre-bankruptcy lenders with no single firm having majority control.
The company reported revenue of about $700 million as of the fiscal
year period ending December 31, 2021.
The principal methodology used in these ratings was Consumer
Durables published in September 2021.
LITTLE WASHINGTON: Taps McNees Wallace & Nurick as Special Counsel
------------------------------------------------------------------
Little Washington Fabricators, Inc. seeks approval from the U.S.
Bankruptcy Court for the Eastern District of Pennsylvania to employ
McNees Wallace & Nurick LLC as special counsel.
The firm will represent the Debtor in connection with labor and
employment, litigation, and general corporate and contract
matters.
The hourly rates of the firm's counsel and staff are as follows:
Eric N. Athey $445
Alan R. Boynton $475
Joshua D. Cohen $430
Jonathan H. Rudd $425
The Debtor owed the firm $22,740.99 for pre-bankruptcy services.
Joshua Cohen, Esq., an attorney at McNees Wallace & Nurick,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Joshua D. Cohen, Esq.
McNees Wallace & Nurick LLC
570 Lausch Lane, Suite 200
Lancaster, PA 17601-3057
Telephone: (717) 291-1177
Facsimile: (717) 291-2186
Email: jcohen@mcneeslaw.com
About Little Washington Fabricators
Little Washington Fabricators, Inc., a company in Wagontown, Pa.,
filed its voluntary petition for relief under Chapter 11 of the
Bankruptcy Code (Bankr. E.D. Pa. Case No. 22-10695) on March 22,
2022, listing as much as $10 million in both assets and
liabilities. Douglas L. Howe, president, signed the petition.
Judge Patricia M. Mayer presides over the case.
The Debtor tapped Albert A. Ciardi III, Esq., at Ciardi Ciardi &
Astin as bankruptcy counsel; and Eastburn and Gray, PC and McNees
Wallace & Nurick LLC as special counsels.
LIVEONE INC: $3M Funds Counted Towards Minimum Cash Requirement
---------------------------------------------------------------
LiveOne, Inc.'s subordinated senior lender has agreed that the
Company's funds up to $3,000,000 planned to be held in escrow for
artist payments related to the 2022 Spring Awakening Music
Festival, produced by React Presents, LLC, the Company's wholly
owned subsidiary, shall count towards the minimum cash requirement
set forth in the agreements with the subordinated senior lender, as
disclosed in a Form 8-K filed with the Securities and Exchange
Commission.
About LiveOne
Headquartered in Los Angeles, California, LiveOne, Inc. (NASDAQ:
LVO) (formerly known as LiveXLive Media, Inc.) is a global
talent-first, interactive music, sports, and entertainment
subscription platform delivering premium content and livestreams
from the world's top artists. LiveOne's other major wholly-owned
subsidiaries are LiveXLive, PPVOne, Slacker Radio, React Presents,
Gramophone Media, Custom Personalization Solutions, and
PodcastOne.
LiveXLive Media reported a net loss of $41.82 million for the year
ended March 31, 2021, compared to a net loss of $38.93 million for
the year ended March 31, 2020. As of Dec. 31, 2021, the Company
had $82.64 million in total assets, $85.49 million in total
liabilities, and a total stockholders' deficit of $2.84 million.
Los Angeles, California-based BDO USA, LLP, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated July 14, 2021, citing that the Company has suffered recurring
losses from operations, negative cash flows from operating
activities and has a net capital deficiency that raise substantial
doubt about its ability to continue as a going concern.
MAGNOLIA PET: Exclusivity Period Extended to May 30
---------------------------------------------------
Judge Wendy Hagenau of the U.S. Bankruptcy Court for the Northern
District of Georgia extended the exclusivity period for Magnolia
Pet Resort & Spa, LLC and Modo Properties, LLC to file a Chapter 11
plan to May 30 and solicit acceptances for the plan to Aug. 5.
The companies had initially requested a four-month extension but
AB&T, a secured creditor of Modo, objected. The creditor argued the
four-month extension was unnecessary given the "small and fairly
simple nature" of the companies' businesses.
About Magnolia Pet Resort & Spa
and Modo Properties
Hampton, Ga.-based Magnolia Pet Resort & Spa, LLC and Modo
Properties, LLC filed voluntary petitions for relief under Chapter
11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No. 21-59059)
on Dec. 6, 2021.
At the time of the filing, Magnolia listed up to $500,000 in assets
and up to $10 million in liabilities while Modo listed as much as
$10 million in both assets and liabilities.
Judge Wendy L. Hagenau oversees the cases.
William A. Rountree, Esq., at Rountree Leitman & Klein, LLC and
Mauldin & Jenkins, LLC serve as the Debtors' legal counsel and
accountant, respectively.
MAJOR MODEL: Seeks to Hire Kroll Restructuring as Claims Agent
--------------------------------------------------------------
Major Model Management Inc. seeks approval from the U.S. Bankruptcy
Court for the Southern District of New York to employ Kroll
Restructuring Administration, LLC as its claims and noticing
agent.
The firm will oversee the distribution of notices and will assist
in the maintenance, processing and docketing of proofs of claim
filed in the Debtor's Chapter 11 case.
The firm requested a retainer in the amount of $10,000.
As disclosed in court filings, Kroll is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Benjamin J. Steele
Kroll Restructuring Administration LLC
55 East 52nd Street, 17th Floor
New York, NY 10055
Phone: +1 212 593 1000
About Major Model Management
Major Model Management Inc. -- http://www.majormodel.com/-- is a
modelling agency based in New York City.
Major Model Management filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. S.D.N.Y. Case No.
22-10169) on Feb. 11, 2022, listing up to $1 million in assets and
up to $10 million in liabilities. Heidi J Sorvino, Esq., at White
and Williams, LLP serves as Subchapter V trustee.
The case is handled by Judge Martin Glenn.
Melissa A. Pena, Esq., at Norris McLaughlin, P.A. serves as the
Debtor's legal counsel. Kroll Restructuring Administration, LLC is
the claims and noticing agent.
MAPLE LEAF: Hires Evalution Management as Financial Consultant
--------------------------------------------------------------
Maple Leaf, Inc. seeks approval from the U.S. Bankruptcy Court for
the Western District of Wisconsin to hire Eva Smith of Evalution
Management, LLC as its financial consultant.
The firm will render these services:
a. assist in the preparation of financial information for
distribution to creditors and others, including, but not limited
to, cash flow projections and budgets, cash receipts and
disbursement analysis, and analysis of proposed transactions for
which Court approval is sought;
b. attend meetings and assist in discussions with the secured
lender, the United States Trustee, other parties-in-interest and
professionals hired by the same;
c. assist in the preparation of information and analysis
necessary for the confirmation of a plan of reorganization
including disclosure information contained therein;
d. assist in the evaluation and analysis of avoidance actions,
including fraudulent conveyances and preferential transfers, if
needed;
e. provide testimony on financial issues as required by the
Debtor; and
f. render such other general business consulting or such other
assistance as Debtor's management or counsel may deem necessary
that is consistent with the role of a financial consultant and not
duplicative of services provided by other professionals in this
proceeding.
Evaluation will charge $200 per hour for its services.
Ms. Smith, the founder of Evaluation, assured the court the she is
a "disinterested person" within the meaning of 11 U.S.C. Sec.
101(14).
The firm can be reached through:
Eva Smith
Evalution Management, LLC
Email: info@evalutionmanagement.com
About Maple Leaf, Inc.
Maple Leaf, Inc. sought protection under Chapter 11 of the U.S.
Bankruptcy Court (Bankr. W.D. Wis. Case No. 3-22-10420) on March
25, 2022. In the petition signed by Joel Grant, president, the
Debtor disclosed up to $10 million in both assets and liabilities.
Judge Catherine J. Furay oversees the case.
Craig E. Stevenson, Esq., at DeWitt LLP is the Debtor's counsel.
MARQ POWDER: Unsecureds Will Get 100% of Claims in 3 Years
----------------------------------------------------------
Marq Powder Company, LLC, filed with the U.S. Bankruptcy Court for
the District of Nevada a Plan of Reorganization for Small Business
dated April 12, 2022.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $11,000 per month over the
3 year period of the Plan.
The final Plan payment is expected to be paid on or before 36
months after plan confirmation, for those recipients whose payments
are necessary for discharge. The final Plan payment, whether or not
necessary for discharge, is expected to be accomplished when the
final payment to Class 4 is made.
The Debtor will make the Plan payments, even if the Plan is not
consensual.
This Plan of Reorganization proposes to pay creditors of the Debtor
from cash flow from operations and future income.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately $111,629.00 and will be paid 100%. This Plan
provides for the payment of administrative and priority claims.
Class 1 consists of Priority Claims. Each holder of a Class 1
Priority Claim will be paid in full in equal monthly payments of
its Allowed Claim. Class 1 is unimpaired and is deemed to accept
the Plan.
Class 2 consists of the Secured Claim of Internal Revenue Service.
Each holder of a Class 2 Allowed secured claim shall retain any
liens they may have securing such claim until such claim is paid in
full.
Class 4 consists of Non-priority unsecured creditors. The Creditors
shall collectively receive and shall share, pro rata, monthly
disbursements by the Debtor in the amount of 100% of claims over
the 3 year period.
Class 5 consists of Equity security holders of the Debtor. There
are no Class 4 holders requiring distributions.
A full-text copy of the Plan of Reorganization dated April 12,
2022, is available at https://bit.ly/3Eijvg6 from PacerMonitor.com
at no charge.
About Marq Powder Coating
Marq Powder Company, LLC, is a Nevada Limited Liability Company
with a principal place of business in Sparks, Nevada. Since April
7, 2021, the Debtor has been in the business of finishing metal
parts with a powder coating for bigger companies in the area such
as Tesla.
Marq Powder filed a Chapter 11 petition (Bankr. D. Nev. Case No.
22-50014) on Jan. 12, 2022. The Debtor is represented by J. Craig
Demetras, Esq. of DEMETRAS LAW.
MARS COLONY: Seeks to Hire Cloudbooks as Bookkeeper
---------------------------------------------------
Mars Colony, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to hire Cloudbooks, LLC as its
bookkeeper.
The firm's services include:
a. catch up of 2022 financial statements and accounting
transactions;
b. accounts payable, year-end 1099 reporting (if applicable);
c. sales and purchase order processing;
d. monthly sales tax and TABC reporting;
e. monthly bank and credit card account reconciliations;
f. monthly journal entries, as needed and review of the
general ledger;
g. monthly financial statement preparation;
h. maintenance of the Brewery Management System integration
with QuickBooks Online and other integrations;
i. monthly Chapter 11 operating reports for the court; and
j. other bookkeeping and accounting services.
The firm will charge $55 per hour for its services.
As disclosed in court filings, Cloudbooks is a "disinterested
person" as such term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Kathy Millsap
CloudBooks, LLC
1115Petroglyph Trail
Pflugerville, TX 78660
Phone: 512-203-7451
About Mars Colony
Mars Colony, LLC is an Austin, Texas-based company operating in the
beverage manufacturing industry.
Mars Colony filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. Texas Case No. 22-10109) on Feb 23,
2022, listing up to $500,000 in assets and up to $10 million in
liabilities. Brad W. Odell serves as Subchapter V trustee.
Judge Tony M. Davis oversees the case.
The Debtor tapped Todd Headden, Esq., at Hayward, PLLC as
bankruptcy counsel; Terrazas, PLLC as special counsel; and
Cloudbooks, LLC as bookkeeper.
MARS COLONY: Seeks to Hire Terrazas PLLC as Special Counsel
-----------------------------------------------------------
Mars Colony, LLC seeks approval from the U.S. Bankruptcy Court for
the Western District of Texas to hire Terrazas, PLLC as its special
counsel.
The Debtor needs legal assistance of a special counsel in
connection with the claims brought by a certain Evan Whitehead
against it and its affiliate, Meridian Hive, LLC.
Trey Arbuckle, Esq., at Terrazas will be the primary attorney for
the Debtor. His hourly rate is $325.
Paralegals, administrative staff and other attorneys at the firm
will charge between $95 and $450 per hour.
As disclosed in court filings, Terrazas does not hold interest
adverse to the Debtor's bankruptcy estate.
The firm can be reached through:
Trey Arbuckle, Esq.
Terrazas PLLC
1001 S. Capital of Texas Hwy
Bldg. L, Suite 250
Austin, TX 78746,
Tel: (303) 618-7246
Email: tarbuckle@terrazaspllc.com
About Mars Colony
Mars Colony, LLC is an Austin, Texas-based company operating in the
beverage manufacturing industry.
Mars Colony filed a petition under Chapter 11, Subchapter V of the
Bankruptcy Code (Bankr. W.D. Texas Case No. 22-10109) on Feb 23,
2022, listing up to $500,000 in assets and up to $10 million in
liabilities. Brad W. Odell serves as Subchapter V trustee.
Judge Tony M. Davis oversees the case.
The Debtor tapped Todd Headden, Esq., at Hayward, PLLC as
bankruptcy counsel; Terrazas, PLLC as special counsel; and
Cloudbooks, LLC as bookkeeper.
MASHANTUCKET (WESTERN): S&P Raises Term Loan B Rating to 'CCC'
--------------------------------------------------------------
S&P Global Ratings has completed its review of U.S. casino operator
Mashantucket (Western) Pequot Tribe's capital structure and raised
its issue-level rating on the term loan to 'CCC' from 'D',
reflecting its view that there is a high probability of some form
of restructuring over the coming months.
The issuer credit rating remains 'SD' (selective default), as the
tribe remains unable to make cash interest payments to junior
debtholders.
S&P said, "Although we expect Mashantucket to generate sufficient
EBITDA to cover cash fixed charges over the next year, we believe a
restructuring is likely. Even though Mashantucket has improved its
maturity profile by extending its term loan maturity to 2025 and
should generate sufficient cash flow to pay interest and
amortization on the term loan, the 'CCC' issue-level rating
reflects our view that Mashantucket will need to undertake some
form of restructuring over the coming quarters that will likely
impair creditors given its very highly leveraged capital structure,
limited access to capital markets, and the sizeable maturity of its
term loan B in 2025 and the maturity of one tranche of its junior
debt in 2026.
"Despite a high likelihood of restructuring, we believe the tribe
can generate a sufficient level of EBITDA to cover its cash fixed
charges, including the required amortization and cash interest
expense on its term loan B, maintenance capex and priority
distributions (the tribe is not making payments on its junior debt
because of the blocking notice). We forecast cash fixed charge
coverage could improve to the mid-1x area in fiscal 2022 (ending
September) from low-1x and to the high 1x area in fiscal 2023. The
tribe's repayment of its term loan A and term loan C obligations in
prior years combined with the term loan B amendments reduces
required term loan amortization payments. We estimate
Mashantucket's required amortization under the term loan B will be
$15 million per year. We also believe Mashantucket may use the
majority of the cash flow available after funding its capex to
reduce the principal balances under its term loan B. This is
because the tribe's term loan B contains an excess cash flow sweep
provision that requires it to offer to prepay a certain portion of
the term loan based on its excess cash flow generation, as defined
under the credit agreement.
"Mashantucket's current capital structure is unsustainable. Under
our base case, we forecast leverage will remain above 17x in fiscal
2022 before possibly improving to the mid 16x area in fiscal 2023.
In addition, we expect EBITDA coverage of total interest expense
(including interest that is accruing on junior debt obligations)
will remain below 1x through fiscal 2023. The company's debt
consists of a term loan B ($244 million outstanding as of Dec. 31,
2021) and junior obligations ($1.4 billion outstanding as at Dec.
31, 2021)."
S&P's base case assumes the following:
-- Continued economic growth and still healthy household balance
sheets will support demand for leisure activities including gaming.
U.S. consumer spending increases 3.3% in 2022 and 2.2% in 2023.
-- Revenue in fiscal year 2022 improves sequentially every
quarter, such that revenues are about 25% to 30% above fiscal 2021
levels, but remain about 5% to 10% below fiscal 2019. S&P said, "We
believe that many of the drivers of good revenue growth in
2021--including consumers' receipt of government stimulus funds and
a lack of many travel alternatives--will not be a benefit in 2022.
Furthermore, given inflationary pressures, including higher gas
prices, we believe consumers could reduce visits to and spending at
casinos. However, we believe some of these negative factors could
be partly mitigated by potential increased visitation from older
customers as COVID-19-related restrictions in the northeast and the
return of more event offerings at Foxwoods throughout the year."
-- S&P said, "EBITDA in 2022 is about 10% to 15% higher than
fiscal 2021, driven by our expectation for revenue recovery which
is partly offset by rising expenses stemming from a more normal
competitive environment. We assume Mashantucket will maintain many
of the cost cuts made over the past several quarters, particularly
around labor expenses." However, inflationary pressures on food and
beverage input costs and increases in service industry wages in
many markets may offset some of the benefits of prior cost
reductions.
-- Preliminarily S&P forecasts that revenue and EBITDA in fiscal
2023 grows about 5% to 10% year over year given continued demand
for gaming as a leisure alternative.
S&P said, "Our issuer credit rating remains 'SD' because
Mashantucket is unable to make full and timely debt service
payments to its junior debtholders. Although Mashantucket remains
current on the interest and amortization payments under its term
loan, it is unable to make payments to its junior debtholders
following its receipt of a blocking notice from its senior lenders
in September 2014. Mashantucket's senior lenders sent the blocking
notice because the tribe failed to comply with certain financial
covenants under its senior credit facility as of the June 30, 2014,
test date. Therefore, the senior lenders exercised their right to
block the interest payments to Mashantucket's junior debtholders to
preserve the tribe's liquidity for themselves. Under the terms of
the forbearance agreement, the expiration of which was extended to
February 2025 in line with the term loan maturity, Mashantucket is
allowed to accrue or make pay-in-kind payments on the junior debt
until the blocking notice is waived by its senior lenders."
MD HELICOPTERS: Seeks to Hire Latham & Watkins as Legal Counsel
---------------------------------------------------------------
MD Helicopters, Inc. and Monterrey Aerospace, LLC seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Latham & Watkins LLP as bankruptcy co-counsel.
Latham & Watkins will render these legal services:
(a) advise the Debtors with respect to their powers and duties
in the continued management and operation of their businesses and
properties;
(b) advise and consult on the conduct of the Chapter 11
cases;
(c) advise the Debtors and take all necessary action to
protect and preserve the Debtors' estates;
(d) analyze proofs of claim filed against the Debtors;
(e) represent the Debtors in connection with cash collateral
and post-petition financing matters;
(f) attend meetings and negotiate with representatives of
creditors, interest holders, and other parties-in-interest;
(g) analyze executory contracts and unexpired leases and
potential assumptions, assignments, or rejections of such contracts
and leases;
(h) prepare pleadings in connection with the Chapter 11
cases;
(i) advise the Debtors in connection with their asset sale
process;
(j) take necessary action on behalf of the Debtors to obtain
approval of a disclosure statement and confirmation of a Chapter 11
plan;
(k) appear before this court or any appellate courts to
protect the interests of the Debtors' estates before those courts;
(l) advise on corporate, litigation, environmental, finance,
tax, employee benefits, and other legal matters; and
(m) perform all other necessary legal services for the Debtors
in connection with the Chapter 11 cases.
The hourly rates of the firm's counsel and staff are as follows:
Partners $1,265 - $2,075
Counsel $1,210 - $1,720
Associates $655 - $1,300
Professional Staff $190 - $965
Paralegals $270 - $600
In addition, the firm will seek reimbursement for expenses
incurred.
During the 90-day period prior to the petition date, the firm
received payments and advances in the aggregate amount of
$4,375,000.
In response to the request for additional information set forth in
Paragraph D.1 of the U.S. Trustee Guidelines, Latham & Watkins
disclosed the following:
Question: Did the firm agree to any variations from, or
alternatives to, the firm's standard billing arrangements for this
engagement?
Answer: No. The rate structure provided by the firm is
appropriate and comparable to (a) the rates that the firm charges
for non-bankruptcy representations and (b) the rates of other
comparably skilled professionals.
Question: Do any of the firm's professionals in this engagement
vary their rate based on the geographic location of the Debtors'
Chapter 11 cases?
Answer: No.
Question: If the firm has represented the Debtors in the 12
months prepetition, disclose the firm's billing rates and material
financial terms for the prepetition engagement, including any
adjustments during the 12 months prepetition. If the firm's billing
rates and material financial terms have changed post-petition,
explain the difference and the reasons for the difference.
Answer: The firm's current hourly rates for services rendered on
behalf of the Debtors are set forth above. These rates have been
used since January 1 of this year. During the prior calendar year,
the firm used the following rates for services rendered on behalf
of the Debtors: $1,180 to $1,810 for partners; $1,150 to $1,580 for
counsel; $615 to $1,195 for associates; $180 to $930 for
professional staff; and $240 to $560 for paralegals. All material
financial terms have remained unchanged since the prepetition
period.
Question: Have the Debtors approved the firm's budget and
staffing plan and, if so, for what budget period?
Answer: Yes. The firm has provided the Debtors with a prospective
budget and staffing plan setting forth the types of timekeepers,
numbers thereof, and applicable hourly rates it expects during the
Chapter 11 cases, which have been approved by the Debtors. The
budget and staffing plan cover the period from the petition date to
June 30, 2022.
Suzzanne Uhland, Esq., a partner at Latham & Watkins, disclosed in
a court filing that the firm is a "disinterested person" as that
term is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
Suzzanne Uhland, Esq.
Adam S. Ravin, Esq.
Brett M. Neve, Esq.
Tianjiao (TJ) Li, Esq.
Alexandra M. Zablocki, Esq.
Latham & Watkins LLP
1271 Avenue of the Americas
New York, NY 10020
Telephone: (212) 906-1200
Facsimile: (212) 751-4864
Email: suzzanne.uhland@lw.com
adam.ravin@lw.com
brett.neve@lw.com
tj.li@lw.com
alexandra.zablocki@lw.com
About MD Helicopters
MD Helicopters Inc. and Monterrey Aerospace, LLC are global
manufacturers and suppliers of commercial and military helicopters,
spare parts, and related services with their sole manufacturing
facility located in Mesa, Ariz.
The Debtors sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 22-10263) on March 30, 2022. Barry Sullivan, chief
financial officer, signed the petitions.
The Debtors disclosed between $100 million and $500 million in both
assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Troutman Pepper Hamilton Sanders LLP and Latham
& Watkins LLP as bankruptcy counsels; AlixPartners, LLP as
financial advisor; Moelis & Company LLC as investment banker; and
Kroll Restructuring Administration LLC, formerly known as Prime
Clerk LLC, as claims and noticing agent and administrative advisor.
MD HELICOPTERS: Seeks to Tap AlixPartners as Financial Advisor
--------------------------------------------------------------
MD Helicopters, Inc. and Monterrey Aerospace, LLC seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ AlixPartners, LLP as financial advisor.
AlixPartners will render these services:
(a) assist the Debtors with development of their rolling
13-week cash receipts and disbursements forecasting tool designed
to provide on-time information related to the Debtors' liquidity;
(b) assist Debtors' management and their professionals
specifically assigned to sourcing, negotiating and implementing any
financing;
(c) assist the Debtors, in consultation with their other
advisors, in the design and implementation of a restructuring
strategy designed to maximize enterprise value, taking into account
the unique interests of all constituencies;
(d) assist the Debtors with developing and implementing
strategies to preserve liquidity and manage communications with
their vendor base in an effort to enhance liquidity;
(e) assist the Debtors with their communications, diligence
requests and/or negotiations with outside parties;
(f) assist the Debtors in preparing and filing court-mandated
reporting, such as Schedules of Assets and Liabilities, Statements
of Financial Affairs and Monthly Operating Reports; and
(g) assist the Debtors or their counsel with such other
matters as may be requested that fall within AlixPartners'
expertise and that are mutually agreeable.
The hourly rates of the firm's professionals are as follows:
Managing Director $1,060 – $1,335
Director $840 – $990
Senior Vice President $700 – $795
Vice President $510 – $685
Consultant $190 – $505
Paraprofessional $320 – $340
In addition, the firm will seek reimbursement for expenses
incurred.
AlixPartners received a retainer in the amount of $250,000 from the
Debtors and advanced payments of $650,000.
David Orlofsky, a managing director at AlixPartners, disclosed in a
court filing that his firm is a "disinterested person" as that term
is defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David Orlofsky
AlixPartners, LLP
909 Third Avenue, Floor 30
New York, NY 10022
Office: +1 (212) 561-4022
Email: dorlofsky@alixpartners.com
About MD Helicopters
MD Helicopters Inc. and Monterrey Aerospace, LLC are global
manufacturers and suppliers of commercial and military helicopters,
spare parts, and related services with their sole manufacturing
facility located in Mesa, Ariz.
The Debtors sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 22-10263) on March 30, 2022. Barry Sullivan, chief
financial officer, signed the petitions.
The Debtors disclosed between $100 million and $500 million in both
assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Troutman Pepper Hamilton Sanders LLP and Latham
& Watkins LLP as bankruptcy counsels; AlixPartners, LLP as
financial advisor; Moelis & Company LLC as investment banker; and
Kroll Restructuring Administration LLC, formerly known as Prime
Clerk LLC, as claims and noticing agent and administrative advisor.
MD HELICOPTERS: Taps Kroll Restructuring as Administrative Advisor
------------------------------------------------------------------
MD Helicopters, Inc. and Monterrey Aerospace, LLC seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Kroll Restructuring Administration, LLC as administrative
advisor.
The firm will render these services:
(a) assist with, among other things, solicitation, balloting,
and tabulation of votes, and prepare any related reports, as
required in support of confirmation of a Chapter 11 plan, and in
connection with such services, process requests for documents from
parties-in-interest;
(b) prepare an official ballot certification and, if
necessary, testify in support of the ballot tabulation results;
(c) assist with the preparation of the Debtors' schedules of
assets and liabilities and statements of financial affairs and
gather data in conjunction therewith;
(d) provide a confidential data room, if requested;
(e) manage and coordinate any distributions pursuant to a
Chapter 11 plan; and
(f) provide such other processing, solicitation, balloting,
and other administrative services.
The hourly rates of the firm's professionals are as follows:
Analyst $30 – $50
Technology Consultant $35 – $95
Consultant/Senior Consultant $65 – $165
Director $175 – $195
Solicitation Consultant $190
Director of Solicitation $210
In addition, the firm will seek reimbursement for expenses
incurred.
Benjamin Steele, a managing director at Kroll Restructuring
Administration, disclosed in a court filing that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Benjamin J. Steele
Kroll Restructuring Administration LLC
55 East 52nd Street, 17th Floor
New York, NY 10055
About MD Helicopters
MD Helicopters Inc. and Monterrey Aerospace, LLC are global
manufacturers and suppliers of commercial and military helicopters,
spare parts, and related services with their sole manufacturing
facility located in Mesa, Ariz.
The Debtors sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 22-10263) on March 30, 2022. Barry Sullivan, chief
financial officer, signed the petitions.
The Debtors disclosed between $100 million and $500 million in both
assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Troutman Pepper Hamilton Sanders LLP and Latham
& Watkins LLP as bankruptcy counsels; AlixPartners, LLP as
financial advisor; Moelis & Company LLC as investment banker; and
Kroll Restructuring Administration LLC, formerly known as Prime
Clerk LLC, as claims and noticing agent and administrative advisor.
MD HELICOPTERS: Taps Troutman Pepper Hamilton Sanders as Co-Counsel
-------------------------------------------------------------------
MD Helicopters, Inc. and Monterrey Aerospace, LLC seek approval
from the U.S. Bankruptcy Court for the District of Delaware to
employ Troutman Pepper Hamilton Sanders, LLP as co-counsel with
Latham & Watkins, LLP.
Troutman will render these legal services:
(a) advise the Debtors of their rights, powers, and duties
under Chapter 11 of the Bankruptcy Code;
(b) take action to protect and preserve the Debtors' estates;
(c) prepare legal papers;
(d) advise on, and assist with negotiations of and document
preparation for, a sale of substantially all of the Debtors' assets
pursuant to Section 363 of the Bankruptcy Code;
(e) prosecute on behalf of the Debtors a proposed plan and
seek approval of all transactions contemplated therein and in any
amendments thereto or other structured exit from bankruptcy; and
(f) perform other necessary or desirable legal services in
connection with the Debtors' Chapter 11 cases.
The hourly rates of the firm's counsel and staff are as follows:
David B. Stratton, Partner $1,200
David M. Fournier, Partner $1,160
Evelyn J. Meltzer, Partner $850
Kenneth A. Listwak, Associate $680
Monica A. Molitor, Paralegal $360
In addition, the firm will seek reimbursement for expenses
incurred.
The firm received a total retainer of $100,000 from the Debtors.
In response to the request for additional information set forth in
Paragraph D.1 of the U.S. Trustee Guidelines, Troutman disclosed
the following:
Question: Did you agree to any variations from, or alternatives
to, your standard or customary billing arrangements for this
engagement?
Answer: No.
Question: Do any of the professionals included in this engagement
vary their rate based on the geographic location of the bankruptcy
case?
Answer: No.
Question: If you represented the client in the 12 months
prepetition, disclose your billing rates and material financial
terms for the prepetition engagement, including any adjustments
during the 12 months prepetition. If your billing rates and
material financial terms have changed post-petition, explain the
difference and reasons for the difference.
Answer: Troutman began representing the Debtors on May 12, 2020
in connection with the Zohar Engagement. Thereafter, in September
2021, Troutman was retained to represent the Debtors in these
Chapter 11 cases. The billing rates and material financial terms
for the post-petition period remain the same as the prepetition
period, subject to an annual adjustment in hourly rates which was
effective January 1, 2022 and subject to additional annual
adjustments in hourly rates in accordance with the firm's standard
practice. Such adjustments typically occur on January 1 of each
year.
Question: Has your client approved your respective budget and
staffing plan, and, if so, for what budget period?
Answer: In connection with the debtor-in-possession (DIP) Budget,
Latham & Watkins LLP, Troutman, and the Debtors have developed an
initial budget and staffing plan to cover the period from the
Petition Date through June 30, 2022. Latham & Watkins, Troutman and
the Debtors expect to develop periodic supplemental budgets and
staffing plans to comply with the U.S. Trustee's requests for
information and additional disclosures, and any orders of this
Court for the post-petition period.
David Stratton, Esq., a partner at Troutman, disclosed in a court
filing that the firm is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.
The firm can be reached through:
David B. Stratton, Esq.
David M. Fournier, Esq.
Evelyn J. Meltzer, Esq.
Kenneth A. Listwak, Esq.
Troutman Pepper Hamilton Sanders LLP
Hercules Plaza, Suite 5100
1313 N. Market Street, Suite 5100
Wilmington, DE 19801
Telephone: (302) 777-6500
Facsimile: (302) 421-8390
Email: david.stratton@troutman.com
david.fournier@troutman.com
evelyn.meltzer@troutman.com
kenneth.listwak@troutman.com
About MD Helicopters
MD Helicopters Inc. and Monterrey Aerospace, LLC are global
manufacturers and suppliers of commercial and military helicopters,
spare parts, and related services with their sole manufacturing
facility located in Mesa, Ariz.
The Debtors sought Chapter 11 bankruptcy protection (Bankr. D. Del.
Lead Case No. 22-10263) on March 30, 2022. Barry Sullivan, chief
financial officer, signed the petitions.
The Debtors disclosed between $100 million and $500 million in both
assets and liabilities.
Judge Karen B. Owens oversees the cases.
The Debtors tapped Troutman Pepper Hamilton Sanders LLP and Latham
& Watkins LLP as bankruptcy counsels; AlixPartners, LLP as
financial advisor; Moelis & Company LLC as investment banker; and
Kroll Restructuring Administration LLC, formerly known as Prime
Clerk LLC, as claims and noticing agent and administrative advisor.
MEDICAL ACQUISITION: U.S. Trustee Unable to Appoint Committee
-------------------------------------------------------------
The U.S. Trustee for Region 15 on April 12 disclosed in a court
filing that no official committee of unsecured creditors has been
appointed in the Chapter 11 case of Medical Acquisition Company,
Inc.
About Medical Acquisition
Medical Acquisition Company, Inc. is a provider of lien-based
medical financial services in Carlsbad, Calif.
Medical Acquisition Company filed a petition for Chapter 11
protection (Bankr. S.D. Calif. Case No. 22-00058) on Jan. 13, 2022,
listing up to $50,000 in assets and up to $10 million in
liabilities. Charles Perez, chief executive officer and chief
operations officer, signed the petition.
Judge Christopher B. Latham oversees the case.
The Debtor tapped Joshi Law Group as bankruptcy counsel.
MELO AIR: Hits Chapter 11 Bankruptcy Protection
-----------------------------------------------
Melo Air Inc. filed for Chapter 11 bankruptcy protection in
Florida.
The Debtor estimates that the collective claims of secured creditor
Monroe Capital Management Advisors, LLC are secured by $68,700 in
cash and accounts receivables which the Debtor expects to collect.
According to a court filing, Melo Air estimates between 1 and 49
unsecured creditors, including BP MasterCard/Fleetcor, Goodman
Distribution, Inc., and Comdata Corp. The petition states that
funds will be available to unsecured creditors.
About Melo Air Inc.
Melo Air Inc. -- https://www.meloair.net/ -- is a Tampa,
Florida-based HVAC contractor that provides heating and cooling
repair and installation services for homeowners and businesses.
Melo Air filed for creditor protection under Chapter 11 Subchapter
V of the Bankruptcy Code (Bankr. M.D. Fla. Case No. 22-01394) on
April 7, 2022. In the petition filed by Gustavo M. Melo, president,
Melo Air estimated assets between $50,000 and $100,000 and
liabilities between $100,000 and $500,000. The case is assigned to
Honorable Judge Michael G. Williamson. Buddy D Ford, of Buddy D.
Ford, P.A, is the Debtor's counsel.
MIDSOUTH MEDICAL: Seeks to Hire Craig M. Geno as Legal Counsel
--------------------------------------------------------------
MidSouth Medical Specialties, LLC seeks approval from the U.S.
Bankruptcy Court for the Northern District of Mississippi to employ
the Law Offices of Craig M. Geno, PLLC as its legal counsel.
The firm will render these legal services:
(a) advise the Debtor regarding questions arising from certain
contract negotiations which will occur during the operation of its
business;
(b) evaluate and attack claims of various creditors who may
assert security interests in the assets and who may seek to disturb
the continued operation of the business;
(c) appear in, prosecute, or defend suits and proceedings, and
to take all necessary and proper steps and other matters and things
involved in or connected with the affairs of the estate of the
Debtor;
(d) represent the Debtor in court hearings and to assist in
the preparation of contracts, reports, accounts, petitions,
applications, orders and other papers and documents as may be
necessary in this proceeding;
(e) advise and consult with the Debtor in connection with any
reorganization plan which may be proposed in this proceeding and
any matters concerning the Debtor which arise out of or follow the
acceptance or consummation of such reorganization or its rejection;
and
(f) perform such other legal services on behalf of the
Debtor.
The hourly rates of the firm's professionals are as follows:
Craig M. Geno $425
Associates $275
Paralegals $200
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor will pay the firm a retainer of $9,250.
Craig Geno, Esq., disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Craig M. Geno, Esq.
Law Offices of Craig M. Geno, PLLC
587 Highland Colony Parkway
P.O. Box 3380
Ridgeland, MS 39158-3380
Telephone: (601) 427-0048
Facsimile: (601) 427-0050
Email: cmgeno@cmgenolaw.com
About MidSouth Medical Specialties
MidSouth Medical Specialties, LLC filed a petition under Chapter
11, Subchapter V of the Bankruptcy Code (Bankr. N.D. Miss. Case No.
22-10636) on March 25, 2022, listing as much as $1 million in both
assets and liabilities. Kimberly D. Strong serves as Subchapter V
trustee.
Judge Jason D. Woodard oversees the case.
Craig M. Geno, Esq., at the Law Offices of Craig M. Geno, PLLC
serves as the Debtor's legal counsel.
MIDTOWN DEVELOPMENT: Exclusivity Period Extended to May 20
----------------------------------------------------------
Midtown Development, LLC has been given more time to file its plan
for emerging from Chapter 11 protection.
Judge Thad Collins of the U.S. Bankruptcy Court for the Northern
District of Iowa extended the exclusivity period for the company to
file its Chapter 11 plan of reorganization to May 20 and to solicit
acceptances for the plan to July 19.
The extension will give Midtown Development more time to close on
the sale of the Black's Building, the company's primary asset
located in downtown Waterloo. The closing date is May 6.
Midtown Development is selling the property to Covalt & Company
Colorado Properties, LLC for $7.5 million. The sale was approved by
the court in January this year.
About Midtown Development
Midtown Development, LLC, a real estate developer in Iowa, sought
protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D.
Iowa Case No. 21-00478) on May 25, 2021. In the petition signed by
Donna L. Nelson, managing member, the Debtor disclosed as much as
$10 million in both assets and liabilities.
Judge Thad J. Collins oversees the case.
The Debtor tapped Day Rettig Martin PC as legal counsel, BerganKDV
as accountant, and Moglia Advisors as financial advisor.
Clark, Butler, Walsh & Hamann and Greenstein Sellers, PLLC
represent MidWestOne Bank, a secured creditor.
NEW HAPPY FOOD: Seeks to Hire Chang Company as Accountant
---------------------------------------------------------
New Happy Food Company and NHC Food Company Inc. seek approval from
the U.S. Bankruptcy Court for the Northern District of Georgia to
employ Chang Company, CPAs, PC as accountant.
The firm's services include:
a. assisting the Debtors in tracking cash flow compared to the
approved budget;
b. analyzing financial data and preparing financial reports as
necessary to comply with orders of the court and requests from the
U.S. trustee and other parties;
c. auditing all monthly operating reports filed by the Debtors
to date in their Chapter 11 cases, and assisting the Debtors in the
amendment of the reports, if any; and
d. preparing federal and state income tax returns;
e. consulting and advising the Debtors with regard to tax
compliance as may be necessary, desirable or requested from time to
time;
f. other essential accounting duties necessary to ensure the
accuracy of information presented to the court and other parties.
Chang & Company's compensation includes a monthly fee of $1,500 for
services rendered from the petition date through the third quarter
of 2021; $2,000 for services rendered thereafter; and an annual fee
of up to $3,250 for the preparation of business tax returns.
The firm's customary rates are as follows: $300 per hour for
partners, $200 per hour for managers, and $120 per hour for staff.
As disclosed in court filings, Chang & Company is a "disinterested
party" within the meaning of Bankruptcy Code Section 101(14).
The firm can be reached through:
Spencer Chang, CPA
Chang & Company, CPAs, P.C.
4360 Chamblee Dunwoody Road, Suite 206
Atlanta, GA 30341
Phone: (678) 281-0450
Fax: (678) 281-0457
Email: spencerga@gmail.com
About New Happy Food Company
New Happy Food Company operates a grocery store in Atlanta, Ga. Its
affiliate, NHC Food Company Inc. operates a warehouse business.
New Happy Food Company and NHC Food Company sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ga. Lead Case No.
21-54898) on June 29, 2021. In the petition signed by You Nay Khao,
owner, NHC Food Company disclosed total assets of up to $1 million
and total liabilities of up to $10 million. Meanwhile, New Happy
Food Company listed up to $500,000 in assets and up to $10 million
in liabilities.
The Debtors tapped Rountree, Leitman & Klein, LLC as legal counsel
and Chang Company, CPAs, PC as accountant.
NOORJAHAN HAGGERTY: Unsecureds to Get Share of Income for 3 Years
-----------------------------------------------------------------
Noorjahan Haggerty, Inc., filed with the U.S. Bankruptcy Court for
the Eastern District of Michigan a Subchapter V Plan of
Reorganization dated April 12, 2022.
The Debtor operates an Indian cuisine restaurant in Livonia,
Michigan. The Debtor first opened the restaurant for business in
late June of 2021 with the expectation that the COVID-19 pandemic
was subsiding.
Unfortunately, due to the Omicron variant, there was a substantial
resurgence of COVID in the autumn of 2021, which significantly
disrupted Debtor's business and contributed to Debtor being unable
to meet its projected revenues. Because Debtor's revenues were
substantially below expectations, Debtor was unable to make
required rent payments resulting in eviction proceedings. To avoid
eviction and to continue its operations, Debtor filed this Chapter
11 case.
Class I consists of all Allowed General Unsecured Claims. Debtor
estimates the amount of all General Unsecured Claims to be
$54,780.60. Two Proofs of Claim were filed in this Case asserting
General Unsecured Claims. The Landlord filed a Proof of Claim
asserting a Claim in the amount of $67,747.36, which had be
Scheduled by Debtor in the amount of $51,441.50. Consumers Energy
Company filed a Proof of Claim in the amount of $761.60, which had
been Scheduled by Debtor in an unknown amount because Debtor had
not yet received its monthly invoice as of the Petition Date. If
both the Landlord and Consumers Energy Company Proofs of Claim are
Allowed in the amounts stated on the respective Proofs of Claim,
total Class I General Unsecured Claims shall be $71,848.06. If the
lease with the Landlord is assumed, the total Class I General
Unsecured Claims is expected to be substantially lower. This Class
is Impaired.
* Holders of Allowed Class I Claims shall receive a Pro Rata
share of the Projected Disposable Income based on all Class I
Allowed Unsecured Claims. Starting 6 months after the Effective
Date, and every 6 months thereafter the Reorganized Debtor shall
distribute all of its Projected Disposable Income to Class I
Creditors (each an "SemiAnnual Payment"). The Semi-Annual Payments
shall continue until the earlier of (i) payment of all Class I
Claims in full or (ii) three years have passed since the Effective
Date of the Plan. All Semi Annual Payments shall be distributed to
Holders of Allowed Unsecured Claims on a Pro Rata basis.
* The Debtor's Projected Disposable Income is approximately
$1,500 per month for the first year, equating to two Semi-Annual
Payments of $9,000 each; $1,150 per month for the second year,
equating to two Semi-Annual Payments of $6,900 each; and $1,900 per
month for the third year, equating to two Semi-Annual Payments of
$11,400 each. Accordingly, total Projected Disposable Income during
the three-year life of the Plan is $54,600.
* In the event that Debtor rejects the lease with Landlord and
relocates to a new location, Debtor's Projected Disposable Income
shall be reduced due to transition and relocation expenses, and the
SemiAnnual Paymentsshall not commence until 12 months after the
Effective Date and Projected Disposable Income payable under the
Plan shall be $45,600.
* If the Plan is not confirmed, Debtor estimates that Class I
General Unsecured Creditors will receive a return on their Class I
Claims of between 0 and 58% of the amount of their Allowed Claim.
The Holders of Allowed Interests of this Class will retain their
Interests in the Reorganized Debtor in the same percentages as held
in Debtor. This Class will not be Impaired and are deemed to accept
the Plan.
Upon the Effective Date, Debtor will become the Reorganized Debtor.
The Reorganized Debtor shall continue operating Debtor's business,
shall collect all revenues and income, and shall distribute such
revenues and income as provided under the terms of this Plan.
During the Payment Period, the Reorganized Debtor shall retain Mr.
Mutaher as its President, Mr. Hayi as its co-manager and head chef,
and Mr. Sumon as a supervisor and comanager. The Reorganized Debtor
may retain other employees, including Insiders, at commercially
reasonable rates of compensation.
A full-text copy of the Subchapter V Plan dated April 12, 2022, is
available at https://bit.ly/3jFKt7U from PacerMonitor.com at no
charge.
Attorneys for Debtor:
Ryan D. Heilman, Esq.
Michael R. Wernette, Esq.
Wernette Heilman PLLC
40900 Woodward Ave., Suite 111
Bloomfield, MI 48304
Telephone: (248)835-4745
Email: ryan@wernetteheilman.com
About Noorjahan Haggerty
Noorjahan Haggerty, Inc., operates an Indian cuisine restaurant in
Livonia, Michigan. It first opened the restaurant for business in
late June of 2021.
Noorjahan Haggerty filed its voluntary petition for relief under
Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mich. Case No.
22-40197) on Jan. 12, 2022, listing as much as $100,000 in both
assets and liabilities. Syed Mutaher, president, signed the
petition.
Judge Thomas J. Tucker oversees the case.
Wernette Heilman PLLC serves as the Debtor's counsel.
NORTHWEST SENIOR HOUSING: Case Summary & 30 Top Unsecured Creditors
-------------------------------------------------------------------
Two affiliates that concurrently filed voluntary petitions for
relief under Chapter 11 of the Bankruptcy Code:
Debtor Case No.
------ --------
Northwest Senior Housing Corporation (Lead Case) 22-30659
d/b/a Edgemere
8523 Thackery Street
Dallas, TX 75225
Senior Quality Lifestyles Corporation 22-30660
c/o Lifespace Communities
4201 Corporate Drive
West Des Moines, IA 50266
Business Description: Northwest Senior Housing Corporation d/b/a
Edgemere is a Texas nonprofit corporation
and is exempt from federal income taxation
as a charitable organization described
under Section 501(c)(3) of the Internal
Revenue Code of 1986, as amended. Northwest
Senior Housing Corporation was formed for
the purpose of developing, owning and
operating a senior living community now
known as Edgemere.
Chapter 11 Petition Date: April 14, 2022
Court: United States Bankruptcy Court
Northern District of Texas
Judge: Hon. Michelle V. Larson
Debtors' Counsel: Trinitee G. Green, Esq.
POLSINELLI PC
2950 N. Harwood, Suite 2100
Dallas, Texas 75201
Tel: 214-397-0030
Email: tggreen@polsinelli.com
- and -
Jeremy R. Johnson, Esq.
Brenna A. Dolphin, Esq.
POLSINELLI PC
600 3rd Avenue, 42nd Floor
New York, New York 10016
Tel: (212) 684-0199
Fax: (212) 684-0197
Email: jeremy.johnson@polsinelli.com
bdolphin@polsinelli.com
Debtor's
Business
Advisor: FTI CONSULTING, INC.
Debtor's
Notice, Claims, &
Balloting Agent
& Administrative
Advisor: KURTZMAN CARSON CONSULTANTS LLC
Northwest Senior's
Estimated Assets: $100 million to $500 million
Northwest Senior's
Estimated Liabilities: $100 million to $500 million
Senior Quality's
Estimated Assets: $0 to $50,000
Senior Quality's
Estimated Liabilities: $100 million to $500 million
The petitions were signed by Nick Harshfield, treasurer.
Full-text copies of the petitions are available for free at
PacerMonitor.com at:
https://www.pacermonitor.com/view/EDVU5YY/Senior_Quality_Lifestyles_Corporation__txnbke-22-30660__0001.0.pdf?mcid=tGE4TAMA
https://www.pacermonitor.com/view/EG2KR2Y/Northwest_Senior_Housing_Corporation__txnbke-22-30659__0001.0.pdf?mcid=tGE4TAMA
Consolidated List of Debtors' 30 Largest Unsecured Creditors:
Entity Nature of Claim Claim Amount
------ --------------- ------------
1. Resident 365 Entrance Fee $1,339,173
Address Redacted Refund
2. Resident 349 Entrance Fee $1,249,173
Address Redacted Refund
3. Resident 1492 Entrance Fee $977,400
Address Redacted Refund
4. Resident 374 Entrance Fee $969,219
Address Redacted Refund
5. Resident 336 Entrance Fee $969,219
Address Redacted Refund
6. Resident 329 Entrance Fee $900,000
Address Redacted Refund
7. Resident 298 Entrance Fee $894,446
Address Redacted Refund
8. Resident 1438 Entrance Fee $875,601
Address Redacted Refund
9. Resident 114 Entrance Fee $869,103
Address Redacted Refund
10. Resident 1480 Entrance Fee $855,000
Address Redacted Refund
11. Resident 1522 Entrance Fee $837,810
Address Redacted Refund
12. Resident 342 Entrance Fee $837,810
Address Redacted Refund
13. Resident 360 Entrance Fee $837,810
Address Redacted Refund
14. Resident 334 Entrance Fee $826,067
Address Redacted Refund
15. Resident 354 Entrance Fee $818,100
Address Redacted Refund
16. Resident 1436 Entrance Fee $808,430
Address Redacted Refund
17. Resident 343 Entrance Fee $808,430
Address Redacted Refund
18. Resident 368 Entrance Fee $785,673
Address Redacted Refund
19. Resident 371 Entrance Fee $785,673
Address Redacted Refund
20. Resident 1488 Entrance Fee $770,004
Address Redacted Refund
21. Resident 347 Entrance Fee $768,456
Address Redacted Refund
22. Resident 372 Entrance Fee $768,009
Address Redacted Refund
23. Resident 370 Entrance Fee $768,009
Address Redacted Refund
24. Resident 1434 Entrance Fee $763,173
Address Redacted Refund
25. Resident 1410 Entrance Fee $756,675
Address Redacted Refund
26. Resident 214 Entrance Fee $756,545
Address Redacted Refund
27. Resident 339 Entrance Fee $742,500
Address Redacted Refund
28. Resident 337 Entrance Fee $740,673
Address Redacted Refund
29. Resident 151 Entrance Fee $738,000
Address Redacted Refund
30. Resident 1484 Entrance Fee $728,676
Address Redacted Refund
NSA INTERNATIONAL: S&P Downgrades ICR to 'CCC', Outlook Negative
----------------------------------------------------------------
S&P Global Ratings lowered its issuer credit rating on U.S.-based
multi-level marketing direct sales company NSA International LLC's
(Juice Plus) to 'CCC' from 'B-'. At the same time, S&P lowered its
issue-level rating on its first-lien senior secured credit
facilities to 'CCC+' from 'B'.
S&P said, "The negative outlook reflects the possibility that we
will lower our ratings on the company over the next year if the
risk of a near-term default increases such that we envision a
specific default scenario occurring in the next six months,
including a liquidity crisis stemming from a covenant breach or
renewed debt repurchases at well-below face value."
The downgrade reflects Juice Plus' weakening operating performance
over the past few quarters, which has reduced its EBITDA interest
coverage and increased the potential for a covenant violation
absent relief from its lenders. Following the gradual relaxation of
COVID-19 restrictions, the company is now facing difficulties in
sustaining its distributor base at its pandemic highs, which is
similar to the experiences of several players in the direct-selling
industry. Therefore, its revenue and S&P Global Ratings-adjusted
EBITDA for the nine months ended January 2022 declined by about 20%
and 40%, respectively, compared with the same period the prior
year. S&P said, "We expect a continued weak performance due to the
ongoing easing of coronavirus-related restrictions, the opening of
more traditional employment opportunities, and employers'
increasing adoption of flexible work-from-home models. Although
Juice Plus is working on several initiatives to improve its
distributor engagement, we believe that the tailwinds it
experienced during the pandemic will continue to wane, which will
cause its credit metrics to remain depressed. Consequently, we
revised our forecast and now expect its S&P Global Ratings-adjusted
debt to EBITDA to increase to about 10x while its EBITDA interest
coverage weakens to the low-1x area in fiscal year 2022."
S&P said, "Juice Plus' declining profitability has weakened its
liquidity position and we expect that it will barely remain in
compliance with its financial maintenance covenant. Although our
forecast does not contemplate a covenant breach, there is a clear
risk that this could occur if the company marginally underperforms
our projections because we calculate it will sustain an EBITDA
cushion of less than 5% (including allowed covenant EBITDA
add-backs). Absent a turnaround in its operating performance or an
equity injection, Juice Plus may require covenant relief from its
lenders to avoid a breach.
"Although the company had only drawn $7.5 million on its revolver
maturing November 2023 as of Jan. 31, 2022, we note that its
availability under the facility is restricted by its covenant
cushion and the facility will become current in six months. We
expect Juice Plus to extend the maturity of the revolver before it
becomes due. However, we note that it is possible the company will
have to accept unfavorable terms to secure an extension.
"We forecast Juice Plus' margin will contract through fiscal year
2023 due to cost inflation. For the nine months ended January 2022,
the company's S&P Global Ratings-adjusted EBITDA margin declined by
roughly 350 basis points (bps) relative to the same period the
prior year primarily due to fixed operating cost deleveraging.
Additionally, the company is facing increasing input costs in the
form of higher supplier prices, freight and packaging costs. Juice
Plus has implemented price increases in its U.S. business to offset
these higher input costs; however, this may be insufficient to
account for the increasingly inflationary environment and we expect
its margins will remain pressured for the next few quarters. We
understand that the company is in the process of eliminating
certain non-essential costs added during the pandemic. It is also
restructuring its operations to reduce its fixed costs and focus on
its core competencies, which include its asset-light, direct
selling distribution model selling products that its customers
perceive to be healthy. We anticipate Juice Plus' margins will
receive a boost in the second half of fiscal year 2023 as
management executes on these cost-savings initiatives, though it
will continue to face operational risks.
"Our ratings continue to reflect the risks associated with
operating a multi-level marketing direct sales business model, as
well as the company's narrow business and product focus and
participation in the highly fragmented nutrition supplement space.
We have incorporated the risks associated with operating a
multi-level direct sales business model in our business risk
assessment, which includes the potential for unfavorable legal,
regulatory, and reputational developments, the need to maintain and
adequately compensate its distributor base, and high customer
turnover. Also, Juice Plus participates in the highly fragmented
nutritional supplement space and needs to innovate to compete with
its numerous rivals, including branded and private-label vitamin,
mineral, and herbal supplement (VMHS) companies, as well as other
network marketers. In particular, Balance of Nature, which markets
a similar "fruit and vegetable" capsule product has recently
aggressively expanded into the retail market. Although the company
claims it has an advantage because its products are backed by
science and have been approved to be marketed as food rather than
supplements, we believe this non-multi-level marketing rival has
gained market share.
"Our ratings also factor in the company's high product
concentration, including its focus on Juice Plus+, which is a
vitamin supplement product that accounts for more than half of its
sales. Given its narrow distribution and product mix, any
reputational damage, such as that arising from a product recall or
negative publicity from a distributor misrepresenting the product,
could significantly affect its sales and profit. The company could
also face supply chain disruptions because it relies heavily on
Natural Alternatives International (NAI) as its main manufacturer.
"The negative outlook on Juice Plus reflects the possibility that
we will lower our ratings over the next year if the risk of a
near-term default increases such that we envision a specific
default scenario occurring in the next six months."
S&P could lower its rating on Juice Plus if it continues to
underperform our expectations and we believe it will sustain EBITDA
interest coverage in the low 1x area. This could occur due to:
-- An inability to retain and motivate its distributor base;
-- Weaker volumes in its key markets; or
-- Greater competitive pressures or macroeconomic supply chain
inefficiencies.
S&P said, "We could also lower our rating if we believe a covenant
violation has become more likely or foresee an increased likelihood
that the company will engage in a debt repurchase transaction that
we would consider distressed.
"We could take a positive rating action on Juice Plus if it
improves its operating performance, the likelihood of a distressed
debt repurchase declines, and it obtains favorable amendments to
its credit agreement that cause its forecast covenant cushion to
rise above 15% and its credit metrics to improve, including EBITDA
interest coverage approaching 1.5x."
This could occur if the company is able to increase its customer
and distributor base, offset inflation with increased pricing and
cost cutting, successfully introduce new products and expand into
new markets, and it begins to benefit from its digital
initiatives.
ESG credit indicators: E-2; S-3; G-3
OCEAN DEVELOPMENT: Seeks to Tap Weiner Law Firm as Legal Counsel
----------------------------------------------------------------
Ocean Development Partners, LLC seeks approval from the U.S.
Bankruptcy Court for the District of Massachusetts to employ Weiner
Law Firm, PC as its legal counsel.
The firm will render these legal services:
(a) advise the Debtor regarding its powers and duties in the
continued operation of its business;
(b) represent the interests of the Debtor at hearings
scheduled before this bankruptcy court;
(c) assist the Debtor in complying with the procedural
requirements of the Office of the U.S. Trustee;
(d) assist the Debtor in the resolution of its financial
problems and the implementation of the plan of reorganization;
(e) represent the Debtor in its dealing with regulatory
authorities, agencies and taxing authorities;
(f) prepare legal papers; and
(g) perform all other legal services for the Debtor which may
be necessary herein.
The firm received a retainer of $23,750.
Gary Weiner, Esq., disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Gary M. Weiner, Esq.
Robert E. Girvan, III, Esq.
Weiner Law Firm, PC
1441 Main Street, Suite 610
Springfield, MA 01103
Telephone: (413) 732-6840
Facsimile: (413) 785-5666
Email: gweiner@weinerlegal.com
rgirvan@weinerlegal.com
About Ocean Development Partners
Boston-based Ocean Development Partners, LLC sought protection
under Chapter 11 of the Bankruptcy Code (Bankr. D. Mass. Case No.
22-10043) on Jan. 14, 2022. Nicholas J. Fiorillo, sole manager,
signed the petition. In its petition, the Debtor disclosed total
assets of between $10 billion and $50 billion and total liabilities
of between $1 million and $10 million.
Judge Frank J. Bailey oversees the case.
Weiner Law Firm, PC serves as the Debtor's legal counsel.
ORIGINCLEAR INC: Incurs $2.1 Million Net Loss in 2021
-----------------------------------------------------
OriginClear, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of $2.12
million on $4.14 million of sales for the year ended Dec. 31, 2021,
compared to net income of $13.26 million on $4.10 million of sales
for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $4.20 million in total assets,
$16.34 million in total liabilities, $10.18 million in commitments
and contingencies, and a total shareholders' deficit of $22.32
million.
During the year ended Dec. 31, 2021, total cash used in operations
was $4,843,130. As of Dec. 31, 2021, the Company had a working
capital deficit of $12,826,008.
At Dec. 31, 2021 and Dec. 31, 2020, the Company had cash of
$706,421 and $416,121, respectively.
Houston, TX-based M&K CPAS, PLLC, the Company's auditor since 2019,
issued a "going concern" qualification in its report dated April 6,
2022, citing that the Company suffered a net loss from operations
and has a net capital deficiency, which raises substantial doubt
about its ability to continue as a going concern.
OriginClear stated, "The ability of us to continue as a going
concern and appropriateness of using the going concern basis is
dependent upon, among other things, additional cash infusion. We
have obtained funds from investors in the year ended December 31,
2021, and have standing purchase orders and open invoices with
customers and we are pursuing various financing alternatives to
fund the Company's operations so it can continue as a going concern
in the medium to long term. Management believes this funding will
continue from our current investors and new investors. There can
be no assurance that such funding will be available to the Company
in the amount required at any time or, if available, that it can be
obtained on terms satisfactory to the Company. Management believes
the existing shareholders, the prospective new investors and
current and future revenue will provide the additional cash needed
to meet our obligations as they become due and will allow the
development of our core business operations."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1419793/000121390022018523/f10k2021_originclear.htm
About OriginClear
Headquartered in Clearwater, Florida, OriginClear --
www.originclear.tech -- is a water technology company which has
developed in-depth capabilities over its 14-year lifespan. Those
technology capabilities have now been organized under the umbrella
of OriginClear Tech Group.
OZOP ENERGY: Signs Deal to Sell 200M Shares to GHS Investments
--------------------------------------------------------------
Ozop Energy Solutions, Inc. entered into a purchase agreement with
GHS Investments LLC, under which the Company may require GHS to
purchase a maximum of 200,000,000 shares of common stock over a
six-month term that ends on Oct. 4, 2022.
The Purchase Agreement provides that, upon the terms and subject to
the conditions and limitations set forth in the Purchase Agreement,
the Company, in its sole discretion, has the right from time to
time during the term of the Purchase Agreement, to deliver to GHS a
purchase notice directing GHS to purchase a specified number of GHS
Purchase Shares. A GHS Purchase will be made in a minimum amount
of $10,000 and up to a maximum of: (1) 100% of the average daily
volume traded for the Common Stock during the relevant Valuation
Period if the lowest VWAP during the Valuation Period is below
$0.03 (subject to adjustments for stock splits, dividends, and
similar occurrences), (2) 150% of the average daily volume traded
for the Common Stock during the Valuation Period if the lowest VWAP
during the relevant Valuation Period is between $0.03 and $0.035
(subject to adjustments for stock splits, dividends, and similar
occurrences), and (3) 200% of the average daily volume traded for
the Common Stock during the Valuation Period if the lowest VWAP
during the relevant Valuation Period is above $0.035 per share
(subject to adjustments for stock splits, dividends, and similar
occurrences), all subject to the maximum of 200,000,000 GHS
Purchase Shares.
On the first trading day after the last day of the relevant
Valuation Period, the Company will cause to be delivered to GHS
that number of shares of common stock that equal 100% of the
aggregate GHS Purchase Shares specified in the Purchase Notice.
The GHS Purchase Agreement prohibits the Company from directing GHS
to purchase any shares of common stock if those shares, when
aggregated with all other shares of our common stock then
beneficially owned by GHS and its affiliates, would result in GHS
and its affiliates having beneficial ownership, at any single point
in time, of more than 4.99% of the then total outstanding shares of
our common stock.
Events of default under the GHS Purchase Agreement include the
following:
* the effectiveness of the Registration Statement lapses for any
reason (including, without limitation, the issuance of a stop order
or similar order) or such Registration Statement (or the prospectus
forming a part thereof) is unavailable to the Investor for resale
of any or all of the Purchase Shares to be issued to the Investor
under the Transaction Documents;
* the suspension of the Common Stock from trading on the
Principal Market for a period of two Business Days, provided that
the Company may not direct the Investor to purchase any shares of
Common Stock during any such suspension;
* the delisting of the Common Stock from the OTC Pink provided,
however, that the Common Stock is not immediately thereafter
trading on The NASDAQ Capital Market, The NASDAQ Global Market, The
NASDAQ Global Select Market, the New York Stock Exchange, the NYSE
American, or the OTCQB or the OTCQX operated by the OTC Markets
Group, Inc. (or any nationally recognized successor to any of the
foregoing);
* the failure for any reason by the Transfer Agent to issue
Purchase Shares to the Investor within three Business Days after
the applicable date on which the Investor is entitled to receive
such Purchase Shares;
* the Company breaches any representation, warranty, covenant or
other term or condition under any Transaction Document if such
breach could have a Material Adverse Effect and except, in the case
of a breach of a covenant which is reasonably curable, only if such
breach continues for a period of at least five (5) Business Days;
* if any Person or entity commences a proceeding against the
Company pursuant to or within the meaning of any Bankruptcy Law;
* if the Company, pursuant to or within the meaning of any
Bankruptcy Law, (i) commences a voluntary case, (ii) consents to
the entry of an order for relief against it in an involuntary case,
(iii) consents to the appointment of a Custodian of it or for all
or substantially all of its property, or (iv) makes a general
assignment for the benefit of its creditors or is generally unable
to pay its debts as the same become due;
* a court of competent jurisdiction enters an order or decree
under any Bankruptcy Law that (i) is for relief against the Company
in an involuntary case, (ii) appoints a Custodian of the Company or
for all or substantially all of its property, or (iii) orders the
liquidation of the Company; or
* if at any time the Company is not eligible to transfer its
Common Stock electronically as DWAC Shares.
So long as an Event of Default has occurred and is continuing, the
Company shall not deliver to the Investor any Purchase Notice.
About Ozop Energy Solutions
Ozop Energy Solutions (http://ozopenergy.com)invents, designs,
develops, manufactures, and distributes ultra-high-power chargers,
inverters, and power supplies for a wide variety of applications in
the defense, heavy industrial, aircraft ground support, maritime
and other sectors. The Company's strategy focuses on capturing a
significant share of the rapidly growing renewable energy market as
a provider of assets and infrastructure needed to store energy.
OZOP Energy reported a net loss of $20.48 million for the year
ended Dec. 31, 2020, compared to a net loss of $571,595 for the
year ended Dec. 31, 2019. As of June 30, 2021, the Company had
$9.42 million in total assets, $54.07 million in total liabilities,
and a total stockholders' deficit of $44.65 million.
Hackensack, New Jersey-based Prager Metis CPA's LLC, the Company's
auditor since 2018, issued a "going concern" qualification in its
report dated April 15, 2021, citing that as of Dec. 31, 2020, the
Company had an accumulated deficit of $21,793,375 and a working
capital deficit of $4,604,189. In addition, the Company has
generated losses since inception. These factors, among others,
raise substantial doubt regarding the Company's ability to continue
as a going concern.
PENN NATIONAL: Moody's Rates New $1BB Revolver Debt Due 2027 'Ba3'
------------------------------------------------------------------
Moody's Investors Service assigned Ba3 ratings to Penn National
Gaming, Inc.'s proposed $1 billion senior secured revolving credit
facility due 2027, proposed $550 million senior secured term loan A
2027, and proposed $1 billion senior secured term loan B 2029. The
company's B1 Corporate Family Rating, B1-PD Probability of Default
Rating, and the B3 rating on the existing senior unsecured notes
are unchanged. The company's Speculative Grade Liquidity rating is
unchanged at SGL-2 and the outlook is stable.
Proceeds from the proposed revolver, term loan A and term loan B
will be used to refinancing the company's existing credit
facilities. While the B1 CFR and stable outlook are not affected by
the proposed bank debt refinancing given the leverage neutral
nature, Moody's views the transaction as a credit positive as it
extends the company's maturity profile and provides additional
revolving credit facility capacity that supports the company's
liquidity.
The existing Ba3 ratings on the company's existing senior secured
revolver, term loan A, and term loan B remain unchanged and will be
withdrawn once the refinancing transaction is completed.
Assignments:
Issuer: Penn National Gaming, Inc.
Senior Secured Revolving Credit Facility, Assigned Ba3 (LGD3)
Senior Secured Term Loan A, Assigned Ba3 (LGD3)
Senior Secured Term Loan B, Assigned Ba3 (LGD3)
RATINGS RATIONALE
Penn's B1 CFR reflects Penn's high leverage, along with longer-term
fundamental challenges facing Penn and other regional gaming
companies related to consumer entertainment preferences and
exposure to discretionary consumer spending levels. Positive credit
considerations include Penn's large size in terms of revenue and
high level of geographic diversification and the operating and
financial benefits Moody's believes are available to Penn through
the company's relationship with Gaming & Leisure Properties, Inc.
("GLPI"), a real estate investment trust. Penn benefits from its
relationship with GLPI in that it can transact with them and
present opportunities for Penn to secure management contracts from
new assets at GLPI. Positive consideration is also given to Penn's
minority ownership in and relationship with Barstool Sports, Inc.,
a digital sports media company, and Score Media and Gaming, Inc.
("theScore"), a digital media and sports betting and technology
company it acquired which Moody's believes will enable the company
to benefit in the retail and online gaming and sports betting
markets in the US and Canada. Penn's performance since casinos
reopened, including margin improvement, has helped drive
debt-to-EBITDA leverage down near 6x, which supports the rating.
Penn's speculative-grade liquidity rating of SGL-2 reflects good
liquidity, with high cash levels and solid positive free cash flow
generation. As of the year ended December 31, 2021, Penn had cash
of over $1.8 billion, and no borrowings on the company's $700
million revolving credit facility ($26 million of letters of credit
result in $674 million in revolver availability). The proposed new
revolver would increase availability by $300 million to $974
million. The company has no near-term debt maturities, with the
proposed refinancing pushing out maturities. Penn's credit
facilities are expected to be subject to a maximum consolidated net
leverage ratio and a minimum interest coverage ratio financial
maintenance covenant. Moody's believes the company will maintain
compliance with its covenants over the next twelve months.
As proposed, the new first lien credit facilities are expected to
provide covenant flexibility that if utilized could negatively
impact creditors. Notable terms include the following: Incremental
debt capacity up to the greater of $1.12 billion and 100% of
consolidated EBITDA for the recent four quarter period, plus
unlimited amounts up to 2.50x secured net leverage (if pari passu
secured). Amounts up to the greater of $560 million and 50% of
consolidated EBITDA may be incurred with an earlier maturity date
than the initial term loans. There are no express "blocker"
provisions which prohibit the transfer of specified assets to
unrestricted subsidiaries; such transfers are permitted subject to
carve-out capacity and other conditions. Non-wholly-owned
subsidiaries are not required to provide guarantees; dividends or
transfers resulting in partial ownership of subsidiary guarantors
could jeopardize guarantees, with no explicit protective provisions
limiting such guarantee releases. The above are proposed terms and
the final terms of the credit agreement may be materially
different.
The coronavirus outbreak and the government measures put in place
to contain it continue to disrupt economies and credit markets
across sectors and regions. Although an economic recovery is
underway, continuation will be closely tied to containment of the
virus. As a result, a degree of uncertainty around Moody's
forecasts remains. Moody's regards the coronavirus outbreak as a
social risk under Moody's ESG framework, given the substantial
implications for public health and safety. The gaming sector has
been one of the sectors most significantly affected by the shock
given its sensitivity to consumer demand and sentiment. More
specifically, Penn remains vulnerable to a renewed spread of the
outbreak. Penn also remains exposed to discretionary consumer
spending that leave it vulnerable to shifts in market sentiment in
these unprecedented operating conditions.
Governance risks are moderately negative (G-3) and linked primarily
to financial policy with some risk related to leverage and
shareholder returns (currently $750 million share repurchase
authorization). While leverage remains somewhat elevated as Moody's
include financing obligations and lease liabilities, Moody's expect
it to decline over time. The company has also used equity to
partially finance sizeable acquisitions, including the acquisition
of its ownership percentage of Barstool and the Score. Penn is a
widely held public company with no ownership concentration.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
The stable outlook considers the recovery in the company's business
and margin improvement exhibited in 2021, which has reduced
leverage from the prior year's elevated level. The stable outlook
also reflects the company's good liquidity which incorporates
approximately $1.8 billion in cash and a large undrawn revolver.
Penn remains vulnerable to unfavorable sudden shifts in
discretionary consumer spending and the uncertainty regarding the
sustainability of elevated EBITDA margins.
Ratings could be downgraded if there is a decline in EBITDA
performance from factors such as volume pressures or higher
operating costs, liquidity deteriorates, or the company is unable
to sustain debt-to-EBITDA below 6.75x. Acquisitions or shareholder
distributions that increase leverage could also lead to a
downgrade.
Ratings could be upgraded if the company generates strong and
consistent positive free cash flow, revenue and EBITDA are growing,
and debt-to-EBITDA is sustained below 5.75x.
The principal methodology used in these ratings was Gaming
published in June 2021.
Penn National Gaming, Inc. owns, operates or has ownership
interests in gaming and racing facilities and video gaming terminal
operations with a focus on slot machine entertainment. The company
operates 44 facilities in 20 states. The company also offers social
online gaming through its Penn Interactive Ventures division, has a
36% ownership stake in Barstool Sports, Inc., a digital sports
media company, and owns Score Media and Gaming, Inc., a sports
betting and digital media company. Most of Penn's gaming facilities
are subject to triple net master leases; the most significant of
which are the Penn Master Lease and the Pinnacle Master Lease with
Gaming and Leisure Properties, Inc., a publicly traded real estate
investment trust as the landlord under the Master Leases. Penn has
five reportable segments: Northeast, South, West, Midwest, and
Interactive. Revenue for the publicly-traded company for the latest
12-month period ended December 31, 2021 was $5.9 billion.
PHUNWARE INC: Incurs $53.5 Million Net Loss in 2021
---------------------------------------------------
Phunware, Inc. filed with the Securities and Exchange Commission
its Annual Report on Form 10-K disclosing a net loss of $53.52
million on $10.64 million of net revenues for the year ended Dec.
31, 2021, compared to a net loss of $22.20 million on $10 million
of net revenues for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $99.29 million in total
assets, $34.02 million in total liabilities, and $65.28 million in
total stockholders' equity.
As of Dec. 31, 2021, the Company held total cash of $23.1 million,
all of which was held in the United States.
Phunware stated, "Our future capital requirements will depend on
many factors, including our pace of growth, subscription renewal
activity, the timing and extent of spend to support development
efforts, the pace at which we can scale Lyte, the expansion of
sales and marketing activities and the market acceptance of our
products and services. We believe that it is likely we will in the
future enter into arrangements to acquire or invest in
complementary businesses, technologies and intellectual property
rights. We may be required to seek additional equity or debt
financings, or issue securities related to the effective
registration statement described above. In the event that
additional financing is required from outside sources, we may not
be able to raise it on terms acceptable to us, or at all. If we
are unable to raise additional capital when desired and/or on
acceptable terms, our business, operating results and financial
condition could be adversely affected."
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/1665300/000162828022008722/phun-20211231.htm
About Phunware
Headquartered in Austin, Texas, Phunware, Inc. --
http://www.phunware.com-- offers a fully integrated software
platform that equips companies with the products, solutions and
services necessary to engage, manage and monetize their mobile
application portfolios globally at scale.
Phunware reported a net loss of $12.87 million for the year ended
Dec. 31, 2019, and a net loss of $9.80 million for the year ended
Dec. 31, 2018. As of Sept. 30, 2021, the Company had $31.95 million
in total assets, $18.93 million in total liabilities, and $13.03
million in total stockholders' equity.
PIONEER CONTRACTING: Taps RLC Lawyers & Consultants as Counsel
--------------------------------------------------------------
Pioneer Contracting Corporation, Inc. seeks approval from the U.S.
Bankruptcy Court for the District of Maryland to employ RLC Lawyers
& Consultants as its legal counsel.
The firm's services include:
(a) advising the Debtor in the continued possession and
management of its property;
(b) preparing the statement of financial affairs, schedules,
statement of executory contracts and other required statements and
schedules;
(c) representing the Debtor in connection with any proceedings
for relief from stay which may be instituted in this court;
(d) representing the Debtor at any meetings of creditors
convened pursuant to Section 341 of the Bankruptcy Code;
(e) preparing legal papers;
(f) representing the Debtor in collateral litigation before
the bankruptcy court and other courts; and
(g) performing other necessary legal services for the Debtor.
The hourly rates of the firm's counsel and staff are as follows:
Senior Attorney $550
Paralegal $200
The firm received a retainer of $10,000 from the Debtor.
Tate Russack, Esq., an attorney at RLC Lawyers & Consultants,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Tate M. Russack, Esq.
RLC Lawyers and Consultants
301 4th Street #2A
Annapolis, MD 21403
Telephone: (561) 571-9610
Facsimile: (800) 883-5692
Email: Tate@Russack.net
About Pioneer Contracting Corporation
Pioneer Contracting Corporation, Inc. sought protection under
Chapter 11 of the Bankruptcy Code (Bankr. D. Md. Case No. 22-11451)
on March 21, 2022, listing up to $50,000 in assets and up to $10
million in liabilities. Bhialal B. Patel, president, signed the
petition.
Judge Nancy V. Alquist oversees the case.
RLC Lawyers & Consultants serves as the Debtor's legal counsel.
POST OAK TX: Exclusivity Period Extended to April 29
----------------------------------------------------
Post Oak TX, LLC has been given more time to control its bankruptcy
while it works to resolve issues with its primary lender, Rialto
Capital Advisors, LLC.
Judge Erik Kimball of the U.S. Bankruptcy Court for the Southern
District of Florida extended the exclusivity period for Post Oak TX
to file a Chapter 11 plan to April 29 and to solicit acceptances
for the plan to June 28.
On March 14, Post Oak TX and Rialto participated in a fourth
judicial settlement conference in an effort to resolve their issues
and put Post Oak TX in a position to file a consensual plan. The
companies did not settle but they agreed to continue the judicial
settlement conference to another date and extend the exclusivity
periods.
Rialto asserts a $99.7 million claim secured by substantially all
of Post Oak TX's assets.
About Post Oak TX
Post Oak TX, LLC is a West Palm Beach, Fla.-based company operating
in the traveler accommodation industry.
Post Oak TX sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. S.D. Fla. Case No. 21-18563) on Aug. 31, 2021, listing
as much as $100 million in both assets and liabilities. E. Llywd
Ecclestone, Jr., president, signed the petition.
Judge Erik P. Kimball oversees the case.
Andrew Zaron, Esq., at Leon Cosgrove, LLP and Robert J. Dehney,
Esq., at Morris, Nichols, Arsht & Tunnell, LLP are the Debtor's
bankruptcy attorneys. KapilaMukamal, LLP serves as the Debtor's
financial advisor.
PROTONEX LLC: Gets OK to Tap Bluestone Faircloth & Olson as Counsel
-------------------------------------------------------------------
Protonex LLC, doing business as PNI Sensor, received approval from
the U.S. Bankruptcy Court for the Northern District of California
to employ Bluestone, Faircloth & Olson, LLP to handle its Chapter
11 case.
The hourly rates of the firm's counsel and staff are as follows:
Steven M. Olson, Esq. $530
Marshall E. Bluestone, Esq. $425
Jacob M. Faircloth, Esq. $360
Emilee Paoli, Paralegal $135
In addition, the firm will seek reimbursement for expenses
incurred.
Steven Olson, Esq., a partner at Bluestone Faircloth & Olson,
disclosed in a court filing that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Steven M. Olson, Esq.
Bluestone Faircloth & Olson, LLP
1825 4th Street
Santa Rosa, CA 95404
Telephone: (707) 526-4250
Facsimile: (707) 526-0347
Email: steve@bfolegal.com
About Protonex LLC
Protonex, LLC filed a petition under Chapter 11, Subchapter V of
the Bankruptcy Code (Bankr. N.D. Calif. Case No. 22-10106) on March
16, 2022, listing $1,422,002 in total assets and $877,938 in total
liabilities as of Jan. 31, 2022. Mark M. Sharf serves as Subchapter
V trustee.
Judge Roger L. Efremsky oversees the case.
Steven M. Olson, Esq., at Bluestone Faircloth & Olson, LLP serves
as the Debtor's legal counsel.
PROVIDENT GROUP: Moody's Cuts Rating on Senior Secured Bond to Ba3
------------------------------------------------------------------
Moody's Investors Service has downgraded the senior secured revenue
bond rating of Provident Group - EMU Properties LLC to Ba3 from
Baa3 and the outlook remains negative. The bonds were initially
issued by Arizona Industrial Development Authority, which lent the
proceeds to Provident Group – EMU Properties LLC.
Downgrades:
Issuer: Arizona Industrial Development Authority, AZ
Senior Secured Revenue Bonds, Downgraded to Ba3 from Baa3
Issuer: Provident Group - EMU Properties LLC
Senior Secured Regular Bond/Debenture, Downgraded to Ba3 from
Baa3
Outlook Actions:
Issuer: Provident Group - EMU Properties LLC
Outlook, Remains Negative
RATINGS RATIONALE
The downgrade to Ba3 reflects the project's increasingly narrow
liquidity and financial flexibility owing to continued weak parking
activity. Liquidity has continued to decline as cash reserves are
used to fund shortfalls, and the project is increasingly reliant on
a recovery in parking activity to provide revenue to meet expenses
and rebuild cash balances. However, there is significant
uncertainty as to the pace of recovery and the ultimate level of
parking activity going forward, as enrollment has continued to
decline and parking revenue remains significantly below the
pre-COVID trend. Enrollment has declined 15% from the pre-COVID
level; Moody's expect overall FTE enrollment will decline further
in FY 2022; and growth prospects will remain pressured by
challenging in-state demographics. The University continues to use
a hybrid online/in-person model that is affecting how students use
the campus and purchase parking, and there is a risk that COVID
could again disrupt activity in the fall or winter periods. The
financial flexibility of the project is significantly constrained
and Moody's do not anticipate any extraordinary support from the
Sponsor or the University at this time.
The project holds a concession to operate the parking system at the
main campus of EMU in Ypsilanti, Michigan. In March 2020, EMU
suspended in-person instruction and transitioned to online
instruction for the balance of the winter semester (January-April
2020) and cancelled or converted in-person programs to online for
the summer semester (May-August 2020). This resulted in a
near-total elimination of parking revenue from mid-March until Fall
2020 when the University reopened for the Fall 2020 term. The Fall
2020 semester was delayed by several weeks and continued for two
months before in-person instruction was again curtailed, and
January-April 2022 semester start was delayed due to COVID. Moody's
regards the coronavirus outbreak as a social risk under its ESG
framework, given the substantial implications for public health and
safety that have resulted in severe restrictions on social
activities along with the cancellation of on-campus instruction and
residential offerings at universities.
RATING OUTLOOK
The negative outlook reflects significant uncertainty as to the
ultimate level of demand as student enrollment and on-campus
presence may continue to be determined by the path of COVID. A
resurgence of the virus or health concerns among employees and
students could lead to a reduction or suspension of on-campus
activities affecting parking sales over the next 12-18 months. A
materially lower level of students and faculty/staff at the main
campus will provide insufficient cash flow for the project to cover
operating and debt service expenses, resulting in further pressure
on liquidity and weakened resilience to demand declines.
FACTORS THAT COULD LEAD TO AN UPGRADE
Strong and sustained recovery in parking demand that restores
financial metrics and liquidity to 2019 levels
Equity injection that restores reserves
FACTORS THAT COULD LEAD TO A DOWNGRADE
If it appears likely that Fall 2022 parking sales will be
unchanged from or below Fall 2021 levels
If there is an expectation that liquidity will be significantly
depleted
Projections following Fall 2022 enrollment show an increasing
likelihood that reserves will be insufficient to cover debt service
requirements
PROFILE
In January 2018, Eastern Michigan University, MI (EMU) entered into
a concession agreement with Preston Hollow Capital, LLC (PHC),
concerning the operation, maintenance and improvement of the EMU
parking system. Pursuant to an assignment and assumption agreement,
PHC has assigned its right, title and interest in and to the
concession agreement to Provident Group - EMU Properties LLC
("Provident"), a single-member special purpose entity incorporated
in Arizona.
Provident Group - EMU Properties LLC is owned by a sole member,
Provident Resources Group Inc., a Georgia 501(c)(3) non-profit
corporation that is exempt from federal income tax. In exchange for
an upfront payment of $55 million, which was paid in April 2018,
the concession agreement grants Provident the exclusive and
irrevocable right to collect parking fees and to operate and
maintain the parking system for a term of 35 years.
The parking system consists primarily of surface lots located
within a relatively compact, 1.5 square mile area at the main
campus of EMU in Ypsilanti, Michigan. Provident has retained LAZ
Parking Midwest, LLC, as operator pursuant to an operations and
maintenance agreement and LAZ Parking Realty Investors, LLC, as
asset manager pursuant to an asset management agreement.
The principal methodology used in these ratings was Generic Project
Finance Methodology published in January 2022.
PURE FISHING: S&P Affirms 'CCC+' ICR Despite High Leverage
----------------------------------------------------------
S&P Global Ratings affirmed its 'CCC+' issuer credit rating on Pure
Fishing--despite the very high leverage--because liquidity remains
adequate.
S&P also affirmed its 'CCC+' rating on the company's first-lien
debt. At the same time, S&P revised the recovery rating to '4' from
'3' to reflect the significant incremental debt to acquire
Svendsen, which in its view reduces recovery prospects for
first-lien lenders.
The 'CCC+' rating reflects Pure Fishing's anticipated high leverage
in 2022 and 2023, reliance on favorable macroeconomic conditions to
service its debt, and appetite for debt-financed acquisitions
during a period of macroeconomic uncertainty. S&P said, "Our
updated forecast is for the company's adjusted gross debt to EBITDA
to be in the 7.5x-9.25x range in 2022, and this could be
unsustainable if there is unexpected volatility in fishing
equipment demand or inadvertent operating missteps over the next
two years. We have assumed that demand could plateau in 2022 and
moderate in 2023 as consumers return to other leisure activities
that were not fully available during the pandemic. Demand and
profitability could be hurt more than our base-case assumptions by
macroeconomic risks and supply-chain disruptions because the
company's sales operations are global." For example, an escalation
of the Russia-Ukraine conflict could lead to energy supply
disruptions or price shocks. Sustained inflationary pressures or a
drag on economic growth following potential policy missteps by
central banks could also erode profits. COVID-19 containment
measures in Asia, which supplies about 40% of Pure Fishing's resale
products, are an additional macroeconomic risk and could cause
supply shocks that slow the recovery of pro forma EBITDA margin
compared to 2021. Supply-chain disruptions, including inventory
constraints in Asia that increase unit prices, could expose the
company to more negative working capital uses than budgeted during
the year and could raise liquidity risk. S&P said, "We forecast
Pure Fishing's operating cash flow to be modest in 2022 following
the negative operating cash flow in 2021, and any weakness in
operating results would cause a greater reliance on the ABL. Our
base case is that Pure Fishing will be more than 40% drawn on its
ABL commitments by the end of 2022, partly due to the Svendsen
acquisition."
The rating also reflects Pure Fishing's appetite to engage in
debt-financed acquisitions, notably of Plano in 2021 and Svendsen
in early 2022. Svendsen's purchase price was $153.4 million, with
the potential for incremental earn-out payments of $22.5 million by
mid-2022. These recent acquisitions introduce integration risks
that could compound high leverage and financial risk.
S&P said, "Despite the high financial risk, the outlook is stable
because we forecast Pure Fishing will have adequate liquidity and
sufficient fixed-charge coverage, mitigating the likelihood of a
downgrade. The company had approximately $39 million in cash as of
Dec. 31, 2021. Incorporating the ABL capacity remaining after the
Svendsen acquisition, we estimate total liquidity at the end of
March 2022 at about $105 million, which is adequate based on our
forecast of cash uses over the next 12-24 months. The liquidity
profile leads us to believe that a near-term default is unlikely,
partly because the company's next debt maturity is 2025.
"In addition, if Svendsen's and Pure Fishing's organic results
outperform our base-case forecast, which is possible as long as
supply-chain disruptions subside, the capital structure could be
sustainable. Our understanding is that Svendsen is a leading
fishing tackle provider in Europe with a relatively high mix of
sales in consumables, which tend to have a higher margin than
durables. Therefore, Svendsen could be accretive to the
consolidated entity's EBITDA margin on a pro forma basis.
Svendsen's purchase multiple (including earn-out payment) is
approximately 6x based on 2022 budgeted EBITDA, which could be
deleveraging for Pure Fishing if the budget is realized."
Pure Fishing's retailer concentration makes it vulnerable to
potential inventory corrections. The company participates in the
highly fragmented and competitive fishing equipment market, which
could be prone to supply and demand mismatches. Pure Fishing has
faced significant operating challenges over the last few years,
resulting in year-over-year revenue declines in 2017-2019. S&P
believes these declines stemmed partially from retailer inventory
corrections, particularly following the merger of Bass Pro Shops
and Cabela's. Additional disruptions in the company's concentrated
retailer base could result in further volatility in the company's
small revenue and cash flow bases, as inventory policy and
purchasing decisions by its largest customers can have a
significant effect on the company's revenue. S&P said, "We believe
this revenue volatility is demonstrated by the company's
year-over-year revenue declines from 2017 to 2019 that were
partially a result of inventory corrections at some of its largest
retailers. The company's revenue declines could also be indicative
of market share losses to large competitors such as Daiwa, Shimano,
and Rapala, as we believe that competitors' revenue might not have
declined over the same period."
S&P said, "The stable outlook reflects our belief that Pure Fishing
can modestly reduce its very high leverage over the coming
quarters, EBITDA will be able to cover fixed charges, and liquidity
will likely be adequate, which mitigates the chance of a downgrade
over the next 12 months.
"We could revise our outlook to negative or lower our ratings on
Pure Fishing if we believed revenue and EBITDA will significantly
underperform our base case. We could also lower the rating if
operating cash flow is weak and leads to prolonged and increased
reliance on the ABL, thereby straining the company's liquidity.
"We could revise the outlook to positive or raise the ratings if we
became confident the company could sustain a level of revenue and
EBITDA or reduce its debt in a manner that could result in
lease-adjusted debt to EBITDA below 7x."
ESG credit indicators: E-2, S-2, and G-3
S&P said, "Governance factors are a moderately negative
consideration in our credit rating analysis of Pure Fishing. Our
assessment of the company's financial risk profile as highly
leveraged reflects corporate decision-making that prioritizes the
interests of controlling owners, in line with our view of most
rated entities owned by private-equity sponsors. Our assessment
also reflects generally finite holding periods and a focus on
maximizing shareholder returns."
RENNOVA HEALTH: Gets $500K From Second Stock Offering Closing
-------------------------------------------------------------
Rennova Health, Inc. completed the second closing of its offering
of shares of Series P Convertible Redeemable Preferred Stock. The
offering was pursuant to the terms of the previously-announced
Securities Purchase Agreement, dated as of Jan. 31, 2022, between
the Company and certain existing institutional investors of the
Company.
The Purchase Agreement provided for the issuance of up to 1,650
shares of Series P Preferred Stock. The first closing for 1,100
shares of Series P Preferred Stock occurred on March 11, 2022. The
Company received proceeds of $500,000 in the second closing and
issued an additional 550 shares. The Purchase Agreement restricted
the Company's use of the proceeds of the issuances of Series P
Preferred Stock in the offering.
The shares of Series P Preferred Stock were issued in reliance on
the exemption from registration contained in Section 4(a)(2) of the
Securities Act of 1933, as amended, and by Rule 506 of Regulation D
promulgated thereunder as a transaction by an issuer not involving
any public offering.
About Rennova Health
Rennova Health, Inc. -- http://www.rennovahealth.com/-- operates
three rural hospitals and a physician's office in Tennessee and a
physician's office in Kentucky and provides diagnostics and
supportive software solutions to healthcare providers.
Rennova Health reported a net loss of $18.34 million for the year
ended Dec. 31, 2020, compared to a net loss of $48.03 million for
the year ended Dec. 31, 2019. As of Sept. 30, 2021, the Company
had $20.50 million in total assets, $58.01 million in total
liabilities, and a total stockholders' deficit of $37.51 million.
Salt Lake City, Utah-based Haynie & Company, the Company's auditor
since 2018, issued a "going concern" qualification in its report
dated April 15, 2021, citing that the Company has recognized
recurring losses and negative cash flows from operations, and has
minimal revenue producing activities. This raises substantial
doubt about the Company's ability to continue as a going concern.
RESHAPE LIFESCIENCES: Incurs $61.9 Million Net Loss in 2021
-----------------------------------------------------------
ReShape Lifesciences, Inc. filed with the Securities and Exchange
Commission its Annual Report on Form 10-K disclosing a net loss of
$61.93 million on $13.60 million of revenue for the year ended Dec.
31, 2021, compared to a net loss of $21.63 million on $11.30
million of revenue for the year ended Dec. 31, 2020.
As of Dec. 31, 2021, the Company had $54.26 million in total
assets, $8.19 million in total liabilities, and $46.07 million in
total stockholders' equity.
The Company has incurred significant net losses and negative cash
flows from operations since inception, and as a result has an
accumulated deficit of approximately $576.8 million. It also
expects to incur a net loss and negative cash flows from operations
for 2022.
ReShape Lifesciences expects operating losses and negative cash
flows from operations to continue for the foreseeable future. The
Company believes its current capital resources will be sufficient
for the Company to continue as a going concern for at least one
year from the issuance date of these consolidated financial
statements. It will be required to raise additional capital,
however, there can be no assurance as to whether additional
financing will be available on terms acceptable to the Company, if
at all. The Company said that if sufficient funds on acceptable
terms are not available when needed, it would have a negative
impact on its financial condition and could force it to delay,
limit, reduce, or terminate product development or future
commercialization efforts or grant rights to develop and market
product candidates or testing products that it would otherwise plan
to develop.
A full-text copy of the Form 10-K is available for free at:
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001427570/000155837022005238/rsls-20211231x10k.htm
About ReShape Lifesciences
ReShape Lifesciences (Obalon Therapeurtics, Inc.) is a weight loss
and metabolic health-solutions company, offering an integrated
portfolio of proven products and services that manage and treat
obesity and metabolic disease.
For the nine months ended Sept. 30, 2021, the Company reported a
net loss of $26.48 million. Obalon reported a net loss of $23.67
million for the year ended Dec. 31, 2019, and a net loss of $37.38
million for the year ended Dec. 31, 2018. As of Sept. 30, 2021,
the Company had $90.70 million in total assets, $11.48 million in
total liabilities, and $79.22 million in total stockholders'
equity.
RKJ HOTEL: Wins Interim Cash Collateral Access Thru May 2
---------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada authorized RJK
Hotel Management, LLC to use cash collateral in which RSS
WFCM2020-C55 – MI RHM, LLC asserts an interest, on an interim
basis, in accordance with the budget, and to provide adequate
protection.
On March 15, 2021, the Debtor's hotel reopened and began accepting
guests, generating revenue from operations of the Hotel. The Debtor
has developed projections of Hotel Revenues and operational
expenses and administrative fees and costs related to the Chapter
11 Case and weekly projections for the period commencing April 1,
2022, through June 30, 2022. The Budget includes and contains the
Debtor's best estimate of all operational revenues and expenses
that will be payable, incurred and/or accrued by the Debtor during
the Seventh Interim Period.
The Debtor asserts the DIP Credit Facility includes sufficient
funds to cover the projected operational expenses and
administrative fees and costs related to the Chapter 11 Case, and
the expenses related to the bankruptcy process through July 2021.
However, the sufficiency of the DIP Credit Facility depends upon
the Debtor's ability to use the Hotel Revenues in the ordinary
course of business. The Debtor cannot meet its ongoing
post-petition obligations unless it has access to its Hotel
Revenues. In the absence of such use, immediate and irreparable
harm will result to the Debtor, its estate, and its creditors, and
will render an effective and orderly reorganization of the Debtor's
business impossible.
The Bankruptcy Court entered its Final Order: (1) Authorizing
Debtor to Obtain Post-Petition Financing; (2) Granting Liens and
Superpriority Administrative Expense; and (3) Setting and
Prescribing the Form and Manner of Notice for a Final Hearing on
April 5, 2021, thereby authorizing Debtor to borrow up to $600,000
of postpetition financing pursuant to the DIP Credit Facility and
the approved budget.
An integral aspect of maintaining the Debtor's business operations
is its ability to use its Hotel Revenues to maintain a sufficient
level of working capital to pay ordinary course obligations such as
those to its vendors, utilities, taxing authorities, insurance, and
to pay for necessary ordinary business expenses.
Prior to the Petition Date, the Debtor applied for a Paycheck
Protection Program Loan and, on April 23, 2021, the Debtor was
approved for a PPP Loan and received loan proceeds in the amount of
$649,575 from Northeast Bank on May 1, 2021. The PPP Loan matures
five years from April 21, 2021, and is an unsecured administrative
loan pursuant to Section 364(a) of the Bankruptcy Code,
administered by the Small Business Administration and subject to
the terms of the Paycheck Protection Program. No less than 75% of
the proceeds of the PPP Loan must be used for wages and related
expenses.
The Debtor is using the PPP Loan proceeds as required and is solely
seeking to utilize the Hotel Revenues to pay its other necessary
operating expenses to continue generating cash flow from operations
and thereby maintain the value of the Property and its business.
Each expense included within the Budget is a necessary expense to
maintain, preserve, and/or continue the Debtor's operations, which
is the sole means of generating revenue, thereby increasing the
value of the Debtor's business and providing the resources for the
Debtor to effectuate its Chapter 11 plan and an expeditious
resolution of the Chapter 11 Case.
The Court held that the Debtor is authorized to use Hotel Revenues
-- which the Debtor and RSS stipulate is cash collateral subject to
RSS' valid and perfected security interests and liens -- during the
Seventh Interim Period in order for the Debtor to pay expenses
(other than those eligible expenses paid for from the PPP Loan
proceeds) to avoid immediate and irreparable harm, and in
accordance with the Budget, with a 10% variance for each line item,
prior to the entry of a final order on the Cash Collateral Motion.
The Parties agree the DIP Facility will be utilized to pay any
operational shortfall or any need beyond the Cash Collateral RSS
agrees can be used for expenses or any additional unbudgeted
expenses during the Seventh Interim Period.
RSS is granted replacement liens as adequate protection, which
Replacement Liens will be on the Debtor's assets which are created,
acquired, or arise after Petition Date, but limited to only those
types and descriptions of any collateral in which RSS holds a
pre-petition lien or security interest, with the same priority and
validity as RSS's pre-petition liens and security interests. The
Replacement Liens granted under the Sixth Interim Order would be
valid, perfected and enforceable against the Replacement Collateral
as of the Petition Date without further filing or recording of any
document or instrument or the taking of any further actions, and
will not be subject to dispute, avoidance or subordination.
RSS's consent to the Debtor's use of cash collateral on the
foregoing basis during the Seventh Interim Period will be without
prejudice to RSS's rights to seek relief from the automatic stay
pursuant to Section 362, to seek additional adequate protection, to
file objections and/or claims relating to motions for adequate
protection or for the use, sale, lease or other disposition of its
Prepetition Collateral, replacement collateral, or cash collateral,
or to file any objection it may have to the granting of the Cash
Collateral Motion on a final basis, all of which right are
reserved. The Debtor reserves the right to respond to and oppose
any such request for relief, objection and/or claim made by RSS.
A further hearing on the matter is scheduled for May 2, 2022 at
9:30 a.m.
A copy of the order and the Debtor's budget for April to June 2022
is available at https://bit.ly/3ObP13W from PacerMonitor.com.
The Debtor projects $1,421,010 in total operating revenue and
$363,592 in total non-operating income and expenses for the
period.
About RKJ Hotel Management
RKJ Hotel Management, LLC, sought protection under Chapter 11 of
the Bankruptcy Code (Bankr. D. Nev. Case No. 21-10593) on Feb. 9,
2021. Jeff Katofsky, member and authorized representative, signed
the petition. In the petition, the Debtor disclosed assets of
between $10 million and $50 million and liabilities of the same
range.
Judge Natalie M. Cox oversees the case. The Debtor tapped Garman
Turner Gordon, LLP as its legal counsel.
RSS WFCM2020-C55 – MI RHM, LLC, a lender, is represented by:
Ryan J. Works, Esq.
Amanda M. Perach, Esq.
McDONALD CARANO LLP
2300 West Sahara Avenue, Suite 1200
Las Vegas, NV 89102
- and -
Jonathan E. Aberman, Esq.
Brian Moore, Esq.
DYKEMA GOSSETT PLLC
10 South Wacker Drive, Suite 2300
Chicago, IL 60606
RSA SECURITY: Fitch Lowers LongTerm IDRs to 'B-', Outlook Stable
----------------------------------------------------------------
Fitch Ratings has downgraded the Long-Term Issuer Default Ratings
(IDR) to 'B-' from 'B' for the following entities - Redstone Buyer
LLC, Redstone Holdco 2 LP, Redstone Intermediate (Archer) Holdco
LLC, Redstone Intermediate (FRI) Holdco LLC, Redstone Intermediate
(NetWitness) Holdco LLC, Redstone Intermediate (SecurID) Holdco
LLC, and Redstone Parent LP. These entities collectively operate as
RSA Security, LLC. The Rating Outlook is Stable. Fitch has
downgraded the first-lien senior secured credit facility to
'B'/'RR3' from 'BB-'/'RR2', and second-lien senior secured credit
facility to 'CCC'/'RR6' from 'CCC+'/'RR6'.
The downgrades reflect the operational underperformance since the
separation from Dell relative to previous expectations largely due
to SecurID product. The separation also presented significant
operational challenges. As of 4Q FY2022, the company has
demonstrated stabilization of revenue trends as total revenue
regained Q-Q and Y-Y growth, suggesting normalization of
operations. In addition, the company has mostly completed its
transition to be operationally independent from Dell.
KEY RATING DRIVERS
Elevated Financial Leverage: The combination of high debt levels
and operational underperformance during FY2022 has resulted in
financial leverage higher than previously estimated. Fitch
estimates gross leverage to remain at over 7x through FY2025
without voluntary debt prepayments. Despite the high financial
leverage, Fitch estimates normalized FCF margins to remain in the
low-teens, providing sufficient buffer to tolerate moderate
deviation in operating performance.
Normalizing Revenue Growth: Fitch expects revenues for all four
segments to grow modestly through its forecast period after the
pandemic-induced revenue volatility for RSA during FY2021-FY2022,
particularly for the SecurID segment. At the time of the separation
from Dell in FY2020, an increase in demand for remote workforce
technologies drove SecurID revenue growth to unsustainably high
levels. Total revenue and SecurID revenue declined in 1H FY2022 and
subsequently returned to normalized levels that were significantly
below plan that was formulated during the peak of the pandemic.
During 4Q FY2022, SecurID and total revenue growths have stabilized
and returned to positive trajectory.
Subscription Raising Recurring Revenues: RSA has been converting
revenue from term licenses toward subscription and software as a
service (SaaS) and is seeing early success as recurring revenue as
a proportion of total revenue has increased from mid-60's to over
70% over the past few years. Through the process, customer
retention has remained near 90% demonstrating the stickiness of its
products. Fitch expects lower revenue volatility with higher
proportion of revenue being subscription-based. Concurrently, RSA
also evaluated its pricing strategy for its products and was
successful in implementing price increases for select products.
Diversified Customer Base: RSA has a highly diversified revenue
base with more than 12,500 enterprise customers, including 90% of
the Fortune 100 organizations, 2 billion individual users and 24
million identities under management. No customer accounts for more
than 2% of revenues, the top-25 customers account for less than 20%
of total revenues and the top-100 customers account for less than
40% of revenues.
Secular Growth Markets: Fitch believes RSA is very well positioned
to benefit from the digital transformation of its customers as it
creates greater demand for risk management solutions to meet
regulatory and compliance requirements and to protect against an
enhanced fraud landscape. Despite the demand volatility experienced
through the pandemic, greater adoption of identity and access
management (IAM) in support greater workforce mobility should
support continuing growth for the niche cybersecurity segment.
Separation Transition Most Completed: Operational challenges from
RSA's separation from Dell are expected to diminish as RSA nears
completion of activities to operate as an independent entity. These
include reorganization of its workforce and implementation of ERP
system. Fitch believes the completion of these activities
significantly eliminates operational risks that were inherent to
the separation. The elimination of such distraction should enable
management to refocus on its products operations.
Significant Competition: Fitch expects RSA to be exposed to
intensifying competition across each of its core end markets,
including market leaders, that are larger and have greater
financial flexibility. RSA is recognized as a market leader in the
identity management market, which is a significant market
opportunity, as customers migrate to more remote working and deploy
hybrid, multi-cloud environments. Newer cloud-based entrants such
as Okta, Pulse Secure and Zscaler are gaining share, while
Microsoft will benefit from its sizable installed base.
DERIVATION SUMMARY
Fitch's ratings for RSA Security are supported by the company's
mature technology platforms and strong brand value that result in a
stable customer base. While the company experienced significant
revenue volatility through the pandemic, its customer retention
remained stable at near 90%. RSA's efforts to convert its revenue
structure from term licenses to subscriptions should provide
greater revenue visibility in the future. The broader
enterprise-security market has been growing, supported by greater
awareness around security breaches and the increasing complexity of
IT networks and applications. Within the broader enterprise
security market, peers include NortonLifeLock Inc. (BB+/Negative).
RSA Security has smaller revenue scale and lower EBITDA margins
than NortonLifeLock.
KEY ASSUMPTIONS
Fitch's key assumptions within the rating case for the issuer
include:
-- Revenue growth in the low-single digits;
-- EBITDA margins in the low 30's;
-- Capex intensity at 4%;
-- No acquisitions or dividends through FY 2025.
KEY RECOVERY RATING ASSUMPTIONS
-- The recovery analysis assumes that RSA Security would be
reorganized as a going-concern in bankruptcy rather than
liquidated;
-- Fitch has assumed a 10% administrative claim.
Going-Concern (GC) Approach
In the event of distress, Fitch assumes RSA Security would suffer
from greater customer churn and margin compression on lower revenue
scale. RSA Security's GC EBITDA is assumed to be $176 million,
approximately 15% below estimated FY2022 Fitch adjusted EBITDA of
$207 million. The company experienced significant revenue
volatility through the pandemic and Fitch believes revenues have
returned to normalized levels. The increasing recurring revenue and
high customer retention rates provide significant visibility to
future profitability.
The GC EBITDA estimate reflects Fitch's view of a sustainable,
post-reorganization EBITDA level upon which Fitch based the
enterprise valuation.
An EV multiple of 6.5x EBITDA is applied to the GC EBITDA to
calculate a post-reorganization enterprise value. The choice of
this multiple considered the following factors:
The historical bankruptcy case study exit multiples for technology
peer companies ranged from 2.6x-10.8x; of these companies, only
three were in the Software sector: Allen Systems Group, Inc.;
Avaya, Inc.; and Aspect Software Parent, Inc., which received
recovery multiples of 8.4x,8.1x, and 5.5x, respectively.
The highly recurring nature of RSA Security's revenue supports the
high-end of the range.
Fitch arrives at an EV of $1.14 billion. After applying the 10%
administrative claim, adjusted EV of $1.03 billion is available for
claims by creditors. This results in a 'RR3' Recovery Rating for
RSA Security's first-lien credit facilities and 'RR6' Recovery
Rating for the second-lien credit facility.
RATING SENSITIVITIES
Factors that could, individually or collectively, lead to positive
rating action/upgrade:
-- Total debt/EBITDA sustained below 7.0x;
-- Cash flow from operations (CFFO)-capex/total debt sustained
above 5%;
-- Sustained revenue growth of mid-single digits, implying stable
market position.
Factors that could, individually or collectively, lead to negative
rating action/downgrade:
-- CFFO-capex/total debt sustained below 0%;
-- Operating EBITDA to interest coverage sustaining below 1.5x;
-- Sustained negative revenue growth and profit margin erosion,
signaling greater competitive intensity.
BEST/WORST CASE RATING SCENARIO
International scale credit ratings of Non-Financial Corporate
issuers have a best-case rating upgrade scenario (defined as the
99th percentile of rating transitions, measured in a positive
direction) of three notches over a three-year rating horizon; and a
worst-case rating downgrade scenario (defined as the 99th
percentile of rating transitions, measured in a negative direction)
of four notches over three years. The complete span of best- and
worst-case scenario credit ratings for all rating categories ranges
from 'AAA' to 'D'. Best- and worst-case scenario credit ratings are
based on historical performance.
LIQUIDITY AND DEBT STRUCTURE
Adequate Liquidity: Fitch estimates the company had approximately
$20 million of cash on its balance sheet along with full
availability of its $175 million revolving credit facility at the
end of FY2022. With substantial stand-up costs already spent during
FY2022, Fitch expects the company to generate normalized FCF
margins in the low-teens starting in FY2023.
Debt Structure: RSA Security's term loans have maturity dates of
2028 for the first lien and 2029 for the second lien. The revolver
matures in 2026.
ISSUER PROFILE
RSA Security was a carve-out from Dell Technologies that operates
with four distinct products - SecurID and NetWitness in the
Cybersecurity category, and Archer and Fraud & Risk Intelligence
(OutSeer) in Risk Management category. RSA was founded in 1982 and
was acquired by Dell as part of the EMC transaction in 2016. RSA
Security is the most widely recognized cybersecurity and risk
management vendor in the market.
ESG Considerations
Unless otherwise disclosed in this section, the highest level of
ESG credit relevance is a score of '3'. This means ESG issues are
credit-neutral or have only a minimal credit impact on the entity,
either due to their nature or the way in which they are being
managed by the entity.
RUBY PIPELINE: Panel Questionnaires Due Last April 14
-----------------------------------------------------
The United States Trustee is soliciting members for committee of
unsecured creditors in the bankruptcy case of Ruby Pipeline, LLC.
Interested parties were required to complete a Questionnaire
available at https://bit.ly/3OhJxof and to return the questionnaire
by email it to John Schanne -- John.Schanne@usdoj.gov -- at the
Office of the United States Trustee no later than April 14, 2022.
If the U.S. Trustee receives sufficient creditor interest in the
solicitation, it may schedule a meeting or telephone conference for
the purpose of forming a committee.
About Ruby Pipeline
Ruby Pipeline, LLC, is owned equally by Kinder Morgan, Inc. (Baa2
stable), one of the largest midstream energy companies in North
America, and Pembina Pipeline Corporation (unrated), a diversified
energy infrastructure company based in Calgary, Alberta. A
subsidiary of Kinder Morgan, Inc., operates the company's sole
asset, the Ruby Pipeline, a 1,500 MMcf per day natural gas pipeline
that entered service in July 2011 and runs 680 miles from Opal,
Wyoming to Malin, Oregon.
Ruby Pipeline LLC sought Chapter 11 bankruptcy protection (Bankr.
D. Del. Case No. 22-10278) on March 31, 2022. In the petition
filed by Will W. Brown, as commercial vice-president, Ruby Pipeline
estimated assets and liabilities between $500 million and $1
billion each.
Richards, Layton & Finger, P.A., is the Debtor's bankruptcy
counsel. PJT Partners LP, is the investment banker. Prime Clerk,
LLC, is the claims and noticing agent and administrative advisor.
SRQ TAXI: Taps Stichter as Bankruptcy and Special Counsel
---------------------------------------------------------
SRQ Taxi Management, LLC seeks approval from the U.S. Bankruptcy
Court for the Middle District of Florida to employ Stichter,
Riedel, Blain & Postler, PA to substitute for The Houston Firm,
P.A.
The firm will provide legal services to the Debtor in connection
with its Chapter 11 case and will represent the Debtor in the
adversary styled SRQ Taxi Management, LLC v Sarasota Manatee
Airport Authority, Adv. Case No. 8:18-ap-13-MGW.
The firm received a retainer of $5,000 from non-debtors, Cullan and
Jenny Meathe.
Edward Peterson, Esq., an attorney at Stichter, Riedel, Blain &
Postler, disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Edward J. Peterson, Esq.
Stichter Riedel Blain & Postler, PA
110 E. Madison St., Ste. 200
Tampa, FL 33602
Telephone: (813) 229-0144
Email: epeterson@srbp.com
About SRQ Taxi Management
SRQ Taxi Management, LLC filed a Chapter 11 bankruptcy petition
(Bankr. M.D. Fla. Case No. 17-07782) on Aug. 31, 2017. Cullan F.
Meathe, manager, signed the petition. At the time of filing, the
Debtor estimated $0 to $50,000 in assets and $100,000 to $500,000
in estimated liabilities.
Judge Michael G. Williamson presides over the case.
Stichter, Riedel, Blain & Postler, PA serves as the Debtor's
bankruptcy and special counsel.
SUNERGY CALIFORNIA: Trustee & Committee File Liquidating Plan
-------------------------------------------------------------
Jeffery Perea, Chapter 11 Trustee for debtor Sunergy California,
LLC, and the Official Committee of Unsecured Creditors submitted a
Joint Disclosure Statement in support of its Joint Chapter 11 Plan
of Liquidation dated April 12, 2022.
The Debtor's filings represent to this Court that it is a solar
photovoltaic module manufacturer in the business of producing and
selling solar panels. It is a subsidiary of Sunergy America, LLC.
The Debtor primarily operated out of a facility located at
4801/4741 Urbani Avenue, McClellan Park, CA 95652 ("Facility").
On August 19, 2021, shortly after his appointment, the Trustee
visited the Debtor's Facility. The Facility was not operating.
Thus, at the time the Trustee took over, the Debtor was not
generating any new product and little, if any, income. The
Debtor’s bank accounts held a total of approximately $4,000.
The Trustee has liquidated substantially all of the Debtor's
operating assets and holds approximately $1.9 million in proceeds
from those sales ("Available Cash"). The remaining assets of the
Estate consist of accounts receivable, trademarks and other
intangibles, potential tax refunds, Litigation Claims and Avoidance
Actions (collectively, "Remaining Assets").
The scheduled claims, as amended, in the Debtor's Bankruptcy Case
total $15,835,523. Filed claims according to the claims register as
of March 24, 2022 are $4,575,890 in secured claims, $524,963 in
priority claims, $5,340 in administrative claims and $5,877,540 in
general unsecured claims. Claims will be paid in accordance with
the proposed Plan from Available Cash and funds generated from the
Remaining Assets.
The Plan contemplates that the remaining assets of the Debtors'
estate will be distributed to creditors in the manner dictated by
the Bankruptcy Code. That is, creditors who hold liens on specific
assets, if any, will be paid from the proceeds of their collateral.
After those secured claims are satisfied, all unencumbered assets
will be distributed in accordance with the priorities established
in Section 507 of the Bankruptcy Code. Where there is not enough
cash to pay all creditors of equal priority in full, pro rata
distributions will be made to allowed claim holders, and no
distributions will be made to any creditors that are junior in
priority.
Class 1 consists of Secured Claims. Allowed Secured Claims will
receive payment in full from the funds or collateral they currently
hold securing such claims and shall not receive any further
payments under the Plan on account of the secured portion of any
Claim. The Debtor lists two Secured Claims on its schedules: (1)
Avalon Risk Management Insurance Agency in the amount of
$970,000.00; and (2) MP holdings, LLC in the amount of $399,012.00.
Additionally, creditor Depcom Power filed a secured claim in the
amount of $3,831,973.05, and creditor Solare America filed a
secured claim in the amount of $523,316.07.
Class 2A consists of General Unsecured Claims. Except to the extent
that a Holder of an Allowed Class 2A General Unsecured Claim agrees
to a less favorable treatment, in exchange for full and final
satisfaction, settlement and release of each Allowed Class 2A
General Unsecured Claim, each Holder of an Allowed Class 2A Claim
shall receive a Cash payment equal to its pro rata share of
Available Cash after payment in full of Secured, Administrative and
Priority claims. This Class is impaired.
Class 2B consists of the Convertible Notes Claims . The Convertible
Notes by their terms provide any amounts owing and unpaid on their
respective Due Dates (June 30, 2022 and October 31, 2022) shall be
deemed a capital contribution to the Debtor by Sunergy America,
LLC. The rights of Sunergy America, LLC under the terms of the
Subordinated Notes shall remain unaltered through their respective
Due Dates and there after any Equity Interests conferred shall be
deemed cancelled, and Sunergy America, LLC shall not receive or
retain any property under the Plan on account of such Equity
Interests.
Class 3 consists of Equity Interest Holders. On the Effective Date,
Equity Interests shall be deemed cancelled, and Shareholders shall
not receive or retain any property under the Plan on account of
such Equity Interests.
All property of the Debtor, including Available Cash, Remaining
Assets, and other tangible and intangible property, shall remain
property of the Estate as of the Effective Date (subject to any
rights of creditors created by this Plan or previous Bankruptcy
Court Orders). The estate created by operation of 11 U.S.C. §
541(a) shall continue, and all assets in the Estate shall be deemed
to be property of the Debtors' bankruptcy estate until distributed
in accordance with this Plan.
A full-text copy of the Joint Disclosure Statement dated April 12,
2022, is available at https://bit.ly/3uLmY3u from PacerMonitor.com
at no charge.
Attorneys for the Official Committee of Unsecured Creditors:
Jamie P. Dreher, Esq.
Paul R. Gaus, Esq.
Downey Brand LLP
621 Capitol Mall, 18th Floor
Sacramento, CA 95814-4731
Tel: 916-444-1000
Fax: 916-444-2100
Email: jdreher@downeybrand.com
Email: pgaus@downeybrand.com
Attorneys for Jeffery Perea, Chapter 11 Trustee:
Gregory C. Nuti, Esq.
Christopher H. Hart, Esq.
Kevin W. Coleman, Esq.
Kimberly S. Fineman, Esq.
Nuti Hart LLP
411 30TH Street, Suite 408
Oakland, CA 94609-3311
Tel: (510) 506-7152
Email: gnuti@nutihart.com
chart@nutihart.com
kcoleman@nutihart.com
kfineman@nutihart.com
About Sunergy California
Sunergy California LLC -- http://www.sunergyus.com/-- is a solar
module supplier. It was founded in 2016 and is headquartered and
has module production facilities in Sacramento, Calif.
Sunergy California filed a Chapter 11 petition (Bankr. E.D. Cal.
Case No. 21-20172) on Jan. 20, 2021. In the petition signed by Lu
Han, chairman, the Debtor disclosed total assets of $7,629,993 and
total liabilities of $17,226,553. Judge Christopher M. Klein
oversees the case.
Gonzalez & Gonzalez Law, P.C. and RKF Global PLLC serve as the
Debtor's bankruptcy counsel and special counsel, respectively.
The U.S. Trustee for Region 17 appointed an official committee of
unsecured creditors on March 17, 2021. The committee tapped Downey
Brand, LLP as legal counsel and Dundon Advisers, LLC as financial
advisor.
On Aug. 11, 2021, the court approved the appointment of Jeffrey
Perea as Chapter 11 trustee. Nuti Hart, LLP and Conway MacKenzie,
LLC serve as the trustee's legal counsel and financial advisor,
respectively.
T AND E: Seeks to Hire Craig M. Geno as Bankruptcy Counsel
----------------------------------------------------------
T and E Diesel Repair, LLC seeks approval from the U.S. Bankruptcy
Court for the Northern District of Mississippi to employ the Law
Offices of Craig M. Geno, PLLC as its legal counsel.
The firm will render these legal services:
(a) advise the Debtor regarding questions arising from certain
contract negotiations which will occur during the operation of its
business;
(b) evaluate and attack claims of various creditors who may
assert security interests in the assets and who may seek to disturb
the continued operation of the business;
(c) appear in, prosecute, or defend suits and proceedings, and
to take all necessary and proper steps and other matters and things
involved in or connected with the affairs of the estate of the
Debtor;
(d) represent the Debtor in court hearings and to assist in
the preparation of contracts, reports, accounts, petitions,
applications, orders and other papers and documents as may be
necessary in this proceeding;
(e) advise and consult with the Debtor in connection with any
reorganization plan which may be proposed in this proceeding and
any matters concerning the Debtor which arise out of or follow the
acceptance or consummation of such reorganization or its rejection;
and
(f) perform such other legal services on behalf of the
Debtor.
The hourly rates of the firm's professionals are as follows:
Craig M. Geno $425
Associates $275
Paralegals $200
In addition, the firm will seek reimbursement for expenses
incurred.
The Debtor will pay the firm a retainer of $9,300.
Craig Geno, Esq., disclosed in a court filing that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.
The firm can be reached through:
Craig M. Geno, Esq.
Law Offices of Craig M. Geno, PLLC
587 Highland Colony Parkway
P.O. Box 3380
Ridgeland, MS 39158-3380
Telephone: (601) 427-0048
Facsimile: (601) 427-0050
Email: cmgeno@cmgenolaw.com
About T and E Diesel Repair
T and E Diesel Repair, LLC sought protection under Chapter 11 of
the U.S. Bankruptcy Code (Bankr. N.D. Miss. Case No. 22-10586) on
March 21, 2022, listing as much as $1 million in both assets and
liabilities. Craig M. Geno, Esq., at Law Offices of Craig M. Geno,
PLLC serves as the Debtor's legal counsel.
TALEN ENERGY: Moody's Cuts CFR to Ca & Alters Outlook to Stable
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Talen Energy
Supply, LLC (Talen) including its corporate family rating to Ca
from B3, its probability of default (PD) to Ca-PD from B3-PD, its
senior secured debt to Caa3 from B1, its senior unsecured
guaranteed debt to C from Caa2 and its speculative grade liquidity
rating to SGL-4 from SGL-3. Moody's also downgraded the rating of
Talen Energy Marketing, LLC's Commodity Accordion Facility to Caa3
from B1. The outlooks of Talen and Talen Energy Marketing were
revised to stable from negative.
Issuer: Talen Energy Supply, LLC
Corporate Family Rating, Downgraded to Ca from B3
Probability of Default Rating, Downgraded to Ca-PD from B3-PD
Speculative Grade Liquidity Rating, Downgraded to SGL-4 from
SGL-3
Senior Secured Revolving Credit Facility, Downgraded to Caa3
(LGD3) from B1 (LGD2)
Senior Secured Term Loan, Downgraded to Caa3 (LGD3) from B1
(LGD2)
Gtd Senior Secured Regular Bond/Debenture, Downgraded to Caa3
(LGD3) from B1 (LGD2)
Gtd Senior Unsecured Regular Bond/Debenture, Downgraded to C
(LGD5) from Caa2 (LGD5)
Downgrades:
Issuer: PENNSYLVANIA ECONOMIC DEVELOPMENT FINANCING AUTHOR
Senior Unsecured Revenue Bonds, Downgraded to C (LGD5) from Caa2
(LGD5)
Issuer: Talen Energy Marketing, LLC
Senior Secured Revolving Credit Facility, Downgraded to Caa3
(LGD3) from B1 (LGD2)
Outlook Actions:
Issuer: Talen Energy Supply, LLC
Outlook, Changed To Stable From Negative
Issuer:Talen Energy Marketing, LLC
Outlook, Changed To Stable From Negative
RATINGS RATIONALE
"Talen's capital structure is unsustainable as a result of its weak
financial performance, very limited access to external liquidity,
and severe pressure from higher natural gas prices," stated Edna
Marinelarena, Assistant Vice President. The company's financial
condition has become increasingly stressed due to persistently low
energy margins leading to a decline in cash flow. Additionally,
Talen's liquidity has become more strained from likely increased
cash collateral posting requirements caused by high commodity
prices in recent weeks. Moody's see the company's new credit
facility as insufficient to support these collateral postings and
maintain its financial viability, heightening the risk of a
default, restructuring or distressed exchange.
Talen's Ca CFR reflects the company's high debt load, in the range
of $5.3 billion, making it difficult to manage through an extended
period of higher commodity prices. The Caa3 rating on approximately
$3.7 billion of secured debt reflects its superior position in the
capital structure, with somewhat better recovery prospects in the
event of a default. The C rating on approximately $1.6 billion of
senior unsecured debt reflects both the sizeable amount of Talen's
overall debt, which far exceeds the value of its mostly fossil fuel
generation assets, as well as the large amount of secured, first
priority debt ahead of this unsecured debt in the capital
structure. These factors severely limit the recovery prospects on
Talen's unsecured debt.
Talen's speculative grade liquidity rating of SGL-4 reflects the
company's weak liquidity stemming from a combination of collateral
postings, low energy margins and limited access to external
liquidity, given the stringent covenants under the $848 million
Commodity Accordion credit facility executed in December 2021. The
credit facility names subsidiaries Talen Energy Marketing, LLC and
Susquehanna Nuclear, LLC as borrowers. Talen is the guarantor under
a Guarantee and Collateral Agreement executed in June 2015. Draws
on the facility are subject to mandatory pre-payments, including a
return of cash collateral and excess cash flow sweeps.
Additionally, draws are limited to maximum of three draws following
the initial borrowing, a highly restrictive limitation given
current market conditions. Moreover, it contains a senior secured
leverage ratio covenant of 2.75x that must be met for draws on or
after January 1, 2023, which Talen is unlikely to meet.
The facility's current financial covenant, a maximum senior secured
net leverage ratio of 4.25x, will be tested starting in Q2 2022 as
it has been waived until that time. Further covenants limit Talen
from incurring additional debt, incurring liens, paying dividends
or making restricted payments, selling assets (including the
Susquehanna plant), making investments and merging or consolidating
with another entity. Any draws under the credit facility require
representations of no material adverse change, another credit and
liquidity negative.
FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS
A rating upgrade is unlikely given the high likelihood of a
default. The CFR or senior secured ratings could be downgraded if
Moody's view recoveries to be lower than indicated by their current
ratings.
Talen Energy Supply, LLC (Talen) is an independent power producer
with about 13 GW of generating capacity. Talen Energy Corporation
(TEC), headquartered in The Woodlands, TX, is a privately owned
holding company held by an affiliate of Riverstone Holdings LLC
(Riverstone) that owns 100% of Talen and conducts all of its
business activities through Talen. In May 2021, TEC launched an ESG
growth initiative called Cumulus Infrastructure where, through four
verticals, the company intends to build and operate a hyperscale
data center (Cumulus Data), venture in digital currency (Cumulus
Coin), develop solar and wind projects (Cumulus Renewables) and
battery storage (Cumulus Storage). Talen Energy Supply is a
preferred investor in Cumulus Coin.
The principal methodology used in rating Talen Energy Supply, LLC
was Unregulated Utilities and Unregulated Power Companies published
in May 2017.
TALEN ENERGY: S&P Downgrades ICR to 'CCC', Outlook Negative
-----------------------------------------------------------
On April 14, S&P Global Ratings lowered its rating on Talen Energy
Supply LLC to 'CCC', reflecting its view that Talen's capital
structure is unsustainable and the company will likely breach
financial covenants in the near term.
S&P said, "At the same time, we lowered our ratings on Talen's
secured debt to 'CCC+' and unsecured debt to 'CC'. Recovery ratings
remain '2' (75% rounded estimate) and '6', respectively.
"The negative outlook reflects our expectation that Talen's high
secured debt leverage and weak liquidity position reflect an
unsustainable capital structure and could lead to a covenant breach
in the near term."
Without a material improvement in EBITDA, Talen is likely to breach
its senior secured financial covenant. Talen's 4.25x net senior
secured debt/EBITDA covenant will be tested again when Talen files
its second-quarter 2022 statements. S&P said, "We expect Talen's
secured leverage to exceed the required covenants and lead to a
potential technical default. Although Talen does not have the
ability to cure under the new credit facility, we expect waivers
could be negotiated, thereby creating uncertainty around the timing
of a potential default."
Absent additional external funding, Talen is likely to face a
material deficit in liquidity. The $848 million credit facility
Talen issued in December 2021 remains fully drawn and the company's
$459 million revolving credit facility serves only to provide
letters of credit (LCs). As such, Talen has no additional lines of
liquidity available and relies on internally generated cash flow
for working capital needs. The lack of liquidity further hinders
Talen's ability to hedge as the company is very limited in its
ability to post collateral to hedge counterparties. Given the
elevated commodity price environment, S&P views this as a material
weakness. Talen has a limited amount of first-lien existing hedges
and these liens would rank pari passu with existing secured debt in
a hypothetical bankruptcy scenario.
S&P said, "Although the next material maturity is in 2024, we view
the company's capital structure as unsustainable. Talen currently
has $4.8 billion in total debt on its balance sheet and we expect
recourse EBITDA of $500 million-$550 million in 2022. Although
EBITDA could improve in 2023 if Talen can capture higher margins in
the currently elevated commodity price environment, we expect
leverage to remain elevated at greater than 9x and the company to
be unable to refinance its debt in full at maturity without an
unforeseen positive development.
"Governance issues and poor risk management practices continue to
weigh on Talen's creditworthiness. Since Talen was taken private,
we have held the view that Talen's creditworthiness is heavily
influenced by that of its owner and financial sponsor Riverstone.
The company's consistency of strategy with organizational
capabilities and marketplace conditions is a factor in this rating
action and our assessment of Talen's management and governance as
'weak'. We continue to impute no value for Talen's ESG initiatives
and do not expect them to meaningfully contribute to any
deleveraging of the legacy business.
"The negative outlook reflects our expectation that Talen's high
secured debt leverage and weak liquidity position reflect an
unsustainable capital structure and could lead to a covenant breach
in the near term. We expect leverage to remain elevated at greater
than 9.0x."
S&P would lower the rating if:
-- S&P views the likelihood of default to be inevitable within the
next six months.
-- Talen announces its intention to file bankruptcy or miss a
principal or interest payment.
-- Talen initiates a debt restructuring or distressed exchange.
-- Covenant headroom tightened, or liquidity deteriorated further,
leading to a shortfall and breach.
While unlikely at this time, S&P could consider a positive rating
acting if it no longer expect a near-term liquidity crisis or
potential violation of financial covenants within the next 12
months.
ESG credit indicators: E-4, S-3, G-5
TEGRA118 WEALTH: S&P Affirms 'B' ICR, Outlook Stable
----------------------------------------------------
S&P Global Ratings affirmed all of its ratings on Tegra118 Wealth
Solutions Inc., a N.J.-based provider of digital wealth and
investment management software, including its 'B' issuer credit
rating.
S&P said, "The stable outlook reflects our view that the company's
earnings and FOCF will cover its affiliates' cash flow needs such
that Tegra118 generates over $10 million in discretionary cash flow
in 2022.
"Recent large contract renewals improve visibility into our revenue
forecast over the next 12 months. In 2021, Tegra118 achieved the
multiyear renewal of contracts with large customers accounting for
about $80 million in annual revenue (about 48% of total 2021
revenues). This reduces the amount of revenue at risk for
nonrenewal over the next 12-24 months given the company's modest
upcoming contract expirations. We forecast Tegra118's revenues will
continue to expand in the mid-single digit percent area in 2022 to
over $175 million primarily driven by new business wins and healthy
volume growth among the company's large, blue-chip wealth
management customers. In our view, recent contract renewals
demonstrate the value of Tegra118's enhanced platform and they
support the company's reputation as a premium service provider. We
view favorably the company's contract terms, which are based on the
number of accounts as opposed to more volatile asset volumes, and
are generally multiyear, supporting long-term revenue visibility.
"We expect the company will increase business reinvestment in 2022,
limiting earnings and cash flow expansion. S&P Global
Ratings-adjusted EBITDA margins are expected to remain flat at
about 38% in 2022 despite healthy revenue growth as the company
reinvests for build-out work related to recent contract extensions,
as well as for platform updates and sales and marketing. S&P Global
Ratings-adjusted leverage, excluding preferred shares, is expected
to remain in the low-5x area in 2022, from 5.4x in 2021 (about 15x
including preferred shares). In addition, we expect elevated
capital expenditures in 2022, resulting in a decline in free
operating cash flow (FOCF) to about $20 million in 2022, from about
$35 million in 2021."
Cash flow deficits at the company's affiliates could pressure
Tegra118's liquidity in 2022. Most of Tegra118's operating cash
flow generated in 2021 was required to offset integration and
growth-related expenses at recently merged affiliates Finantix,
InvestCloud, and Advicent. As a result, the company had total
liquidity sources of only about $52 million at year-end 2021, which
provides limited cushion at the current rating for any operational
missteps.
S&P said, "We expect the company's liquidity position will modestly
improve over the next year or so, as ongoing group integration
costs result in further drawdown of the $50 million intercompany
revolving credit facility ($35 million outstanding as of Dec. 31,
2021). Nevertheless, we expect Tegra118's free operating cash flows
will sufficiently fund the group's integration in 2022 with
improvement in 2023 as the company's affiliates become more
profitable. However, if cash flow deficits at the affiliate
companies exceed our expectations, Tegra118's liquidity position
could deteriorate.
"The stable outlook reflects our view that the company's earnings
and FOCF will cover its affiliates' cash flow needs such that
Tegra118 generates $10 million in discretionary cash flow in 2022.
"We could lower our rating on Tegra118 if its discretionary cash
flow after funds contributed to affiliates deteriorates below $10
million, which could occur if the company experiences material
customer losses, a deterioration in its profitability stemming from
pricing pressure, an inability to achieve its cost-savings plans or
integration cost overruns.
"We could consider raising our rating on Tegra118 if its organic
revenue growth significantly exceeds our forecast and substantially
increases its profitability such that it sustains FOCF above $50
million. Additionally, the current private-equity ownership
constrains the likelihood of higher rating."
TITAN IMPORTS: Taps Choi & Ito and Roberts Fowler as Co-Counsel
---------------------------------------------------------------
Titan Imports, Inc. seeks approval from the U.S. District Court of
Guam to hire Choi & Ito and Roberts Fowler & Visosky LLP as its
co-counsel.
The firm will render these services:
a. advise the Debtor with respect to the requirements and
provisions of the Bankruptcy Code, the Federal Rules of Bankruptcy
Procedure, Local Bankruptcy Rules, United States Trustee Guidelines
and any other bankruptcy-related laws, rules or regulations which
may affect the Debtor;
b. assist the Debtor in an analysis of bankruptcy-related
options and formulation of a Chapter 11 plan of reorganization;
c. advise the Debtor concerning the rights and remedies of the
estate and of the Debtor in regard to adversary proceedings which
may be removed to, or initiated in, the Bankruptcy Court;
d. represent the Debtor in any proceeding or hearing in the
Bankruptcy Court in any action where the rights of the estate or
the Debtor may be litigated, or affected; and
e. providing such other services to the Debtor as may be
necessary in the case.
Chuck C. Choi, Allison A. Ito, and David W. Dooley will be the
primary attorneys anticipated to work on this case and that their
billing rates are $450, $275 and $250 an hour, respectively.
Choi & Ito and Roberts Fowler qualify as a "disinterested person"
as that term is used in 11 U.S.C. Sec. 327(a) and as defined at 11
U.S.C. Sec. 101(14), and that each represents no interest adverse
to the Debtor's estate which would preclude them from acting as
counsel to the Debtor.
The firms can be reached through:
David W. Dooley, Esq.
ROBERTS FOWLER & VISOSKY LLP
865 South Marine Corps Drive
Suite 201, Orlean Pacific Plaza
Tamuning, Guam 96913
Tel: (671) 646-1222
Fax: (671) 646-1223
Email: dooley@guamlawoffice.com
Chuck C. Choi, Esq.
Allison A. Ito, Esq.
CHOI & ITO
700 Bishop Street, Suite 1107
Honolulu, HI 96813
Telephone: (808) 533-1877
Fax: (808) 566-6900
Email: cchoi@hibklaw.com;
aito@hibklaw.com
About Titan Imports, Inc.
Titan Imports, Inc. is a premium and luxury wines and spirits
distribution company in Guam and the Northern Marianas Islands. The
Debtor sought protection under Chapter 11 of the U.S. Bankruptcy
Code (Bankr. D. Guam Case No. 22-00007) on March 25, 2022. In the
petition filed by John D. Antenorcruz, president, the Debtor
disclosed up to $10 million in both assets and liabilities.
Judge Frances M. Tydingco-Gatewood oversees the case.
David W. Dooley, Esq., at Roberts Fowler and Visosky LLP is the
Debtor's counsel.
TLG CAPITAL: Amends Select Portfolio Secured Claim Pay Details
--------------------------------------------------------------
TLG Capital Development, LLC, submitted a First Amended Plan of
Reorganization for Small Business.
The Plan Proponent's financial projections show that the Debtor
will have projected disposable income of $24,500.00.
The final Plan payment is expected to be paid on 60th month after
the first plan payment.
Non-priority unsecured creditors holding allowed claims will
receive distributions, which the proponent of this Plan has valued
at approximately .14 cents on the dollar. This Plan also provides
for the payment of administrative and priority claims.
Class 2-B consists of the claim of Select Portfolio Servicing,
Inc., to the extent allowed as a secured claim under§ 506 of the
Code. Debtor believes the claim should be allowed in the amount of
$641,750.89 with $166,547.31 in arrears. Class 2-B is impaired. The
total claim is projected to be $641,750.89 with $166,547.31 in
arrears based upon agreement between the creditor and debtor.
Like in the prior iteration of the Plan, Class 3-A consists of
Non-priority unsecured creditors. Payments totaling $3,646.02 will
be made monthly and distributed to Class 3 creditors on a pro-rata
basis. Payments shall begin 60 days after the effective date of the
Plan and will be monthly for 60 months paid by the 20th every
month. The allowed unsecured claims total $1,573,450.00. This Class
will receive a distribution of 14% of their allowed claims. This
Class is impaired.
Class 3-B consists of Non-priority unsecured claim of Kevin Lee.
Kevin Lee will receive no distribution under the Plan. This Class
is impaired.
Class 4 consists of Equity security holders of the Debtor. Equity
holders (members) will enjoy no recovery under this Plan.
Debtor's sole member will continue to own and operate the business.
Debtor will use the ongoing cash flow to fund the plan payments.
The projected disposable cash flow is $24,500. Creditors with
allowed claims will receive monthly distribution payments from the
plan. In order to free up cash flow the plan includes modifying the
secured loan payments for class 2A over a longer period of time at
a reduced interest rate as well as reducing its overall unsecured
debt load. These changes will assist in lowering monthly expenses.
Debtor's principal is committed to assisting with the funding of
the plan in the event Debtor comes into unforeseen difficulty.
A full-text copy of the First Amended Plan of Reorganization dated
April 12, 2022, is available at https://bit.ly/3xtziHz from
PacerMonitor.com at no charge.
Attorney for the Plan Proponent:
James V. Sansone, Esq.
Carle Mackie Power & Ross, LLP
100 B Street, Suite 400
Santa Rosa, CA 95401
Tel: 707-526-4200
Fax: 707-526-4707
Email: jsansone@cmprlaw.com
About TLG Capital
TLG Capital Development, LLC, is a San Francisco, Calif.-based
company engaged in activities related to real estate. It is the
owner (fee simple or tenants in common) of three real properties in
San Francisco worth $2.1 million.
TLG Capital Development filed its voluntary petition for Chapter 11
protection (Bankr. N.D. Cal. Case No. 21-30740) on Nov. 2, 2021,
listing $2,187,760 in assets and $6,428,450 in liabilities. Kevin
Lee, managing member, signed the petition.
Judge William J. Lafferty presides over the case.
James V. Sansone, Esq., at Carle Mackie Power & Ross, LLP, is the
Debtor's legal counsel.
TNBI INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: TNBI Inc.
d/b/a The Laundry Boss
2550 Eisenhower Ave
Suite C-209
Trooper, PA 19403
Business Description: TNBI Inc. is the creator of a mobile
application for using the most advanced
laundromat payment system.
Chapter 11 Petition Date: April 14, 2022
Court: United States Bankruptcy Court
District of Delaware
Case No.: 22-10343
Debtor's Counsel: Ronald S. Gellert, Esq.
GELLERT SCALI BUSENKELL & BROWN, LLC
1201 N. Orange Street, Suite 300
Wilmington, DE 19801
Tel: (302) 425-5806
Email: rgellert@gsbblaw.com
Total Assets: $717,963
Total Liabilities: $2,787,751
The petition was signed by James Garrity as chief executive
officer.
A full-text copy of the petition containing, among other items, a
list of the Debtor's 20 largest unsecured creditors is available
for free at PacerMonitor.com at:
https://www.pacermonitor.com/view/7VVVFVY/TNBI_Inc__debke-22-10343__0001.0.pdf?mcid=tGE4TAMA
TOP LINE GRANITE: Taps Riemer & Braunstein as Legal Counsel
-----------------------------------------------------------
Top Line Granite Design Inc. received interim approval from the
U.S. Bankruptcy Court for the District of Massachusetts to hire
Riemer & Braunstein, LLP to serve as legal counsel in its Chapter
11 case.
The firm's services include:
(a) advising the Debtor with respect to its powers and duties,
the continued management of its business and assets, and the
winddown of its operations;
(b) attending meetings, negotiating with representatives of
creditors and other parties-in-interest, and responding to creditor
inquiries;
(c) advising and assisting the Debtor in connection with any
potential asset disposition and sale, if warranted;
(d) assisting the Debtor in connection with any potential
property disposition;
(e) assisting the Debtor in reviewing, estimating and
resolving claims asserted against its estate;
(f) negotiating and preparing a feasible plan of
reorganization and all related documents;
(g) preparing legal papers; and
(h) other bankruptcy-related legal services.
Riemer & Braunstein received a retainer in the amount of
$4,314.60.
Alan Braunstein, Esq., a partner at Riemer & Braunstein, disclosed
in a court filing that his firm is a "disinterested person" as the
term is defined in Section 101(14) of the Bankruptcy Code and does
not represent any interest adverse to the Debtor and its estate.
Riemer & Braunstein can be reached at:
Alan L. Braunstein, Esq.
Riemer & Braunstein LLP
100 Cambridge Street
Boston, MA 02114
Tel: (617) 523-9000
Fax: (617) 880-3456
Email: abraunstein@riemerlaw.com
About Top Line Granite Design
Top Line Granite Design Inc., a manufacturer of cut stone and stone
products in Tyngsboro, Mass., filed a petition under Chapter 11,
Subchapter V of the Bankruptcy Code (Bankr. D. Mass. Case No.
22-40216) on March 25, 2022, listing up to $10 million in assets
and up to $50 million in liabilities. Steven Weiss serves as
Subchapter V trustee.
Alan L. Braunstein, Esq., at Riemer and Braunstein, LLP is the
Debtor's legal counsel.
TRIPOD HOLDINGS: Trustee Taps Odin Feldman & Pittleman as Counsel
-----------------------------------------------------------------
Scott Miller, the Subchapter V trustee appointed in Tripod Holdings
LLC's Chapter 11 case, seeks approval from the U.S. Bankruptcy
Court for the District of Maryland to hire Odin, Feldman &
Pittleman, P.C. as his legal counsel.
The firm's services include:
a) advising the trustee with respect to the pending first day
motions and representing the trustee at court hearings;
b) providing litigation advice and assisting the trustee in
evaluating any Chapter 5 litigation claims that may belong to the
bankruptcy estate, potential preference litigation and other causes
of action;
c) consulting with the trustee regarding his duties under any
proposed Chapter 11 plan;
d) advising the trustee regarding his obligations or
compliance with any order entered by the court;
e) advising the trustee on legal issues affecting the
bankruptcy estate, including issues involving related entities,
adversary proceedings, automatic stay issues, and corporate issues
related to the bankruptcy plan;
f) assisting the trustee with the filings of pleadings and
applications in the Debtor's Chapter 11 case; and
g) preparing pleadings in connection with any claim objections
to the extent the trustee determines that such objections are
appropriate.
The hourly rates charged by the firm's attorneys and
paraprofessionals are as follows:
Shareholders $250 to $550 per hour
Associates $220 to $375 per hour
Paraprofessionals $115 to $190 per hour
As disclosed in court filings, Odin, Feldman & Pittleman is a
disinterested person within the meaning of Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Alexander M. Laughlin, Esq.
Bradley D. Jones, Esq.
Odin, Feldman & Pittleman, P.C.
1775 Wiehle Avenue, Suite 400
Reston, VA 20190
Phone: 703-218-2134/703-218-2176
Fax: 703-218-2160
Email: Alex.Laughlin@ofplaw.com
Brad.Jones@ofplaw.com
About Tripod Holdings
Tripod Holdings, LLC, a residential building construction company
in Nottingham, Md., filed a petition under Chapter 11, Subchapter V
of the Bankruptcy Code (Bankr. D. Md. Case No. 22-11572) on March
27, 2022, listing up to $1 million in assets and up to $10 million
in liabilities. Scott W. Miller serves as the Debtor's Subchapter V
trustee and is represented by Odin, Feldman & Pittleman, P.C.
Judge Michelle M. Harner presides over the case.
Paul Sweeney, Esq., at Yumkas, Vidmar, Sweeney & Mulrenin, LLC
serves as the Debtor's legal counsel.
TWIN LEGACY: Hits Chapter 11 Bankruptcy Protection
--------------------------------------------------
Twin Legacy LLC seeks bankruptcy protection in New Jersey without
stating a reason.
According to a court filing, Twin Legacy estimates between 1 and 49
unsecured creditors. The petition states that funds will be
available to unsecured creditors.
A telephonic meeting of creditors under 11 U.S.C. Sec. 341(a) is
slated for May 5, 2022, at 11:00 a.m.
About Twin Legacy LLC
Twin Legacy LLC is a Single Asset Real Estate (as defined in 11
U.S.C. Sec. 101(51B)). Its principal asset is located at 545-547
Route 22 East Whitehouse Station, New Jersey.
Twin Legacy LLC filed for chapter 11 protection (Bankr. D.N.J. Case
No. 22-12819) on April 6, 2022. In the petition filed by Danielle
Magliaro, as managing member, Twin Legacy LLC listed estimated
assets between $500,000 and $1 million and estimated liabilities
between $1 million and $10 million. Michael E. Holt, of Forman
Holt, is the Debtor's counsel.
UNION RESIDENCE: Taps Goldberg Weprin Finkel Goldstein as Counsel
-----------------------------------------------------------------
Union Residence LLC seeks approval from the U.S. Bankruptcy Court
for the Eastern District of New York to employ Goldberg Weprin
Finkel Goldstein, LLP as its bankruptcy counsel.
The firm will render these legal services:
(a) provide the Debtor with all necessary representation in
connection with this Chapter 11 case, as well as the Debtor's
responsibilities;
(b) represent the Debtor in all proceedings before the U.S.
Bankruptcy Court and the Office of the U.S. Trustee;
(c) review, prepare and file all necessary legal papers; and
(d) provide all legal services required by the Debtor in
connection with negotiations with the lender and pursuit of
confirmation of a plan of reorganization.
Prior to the petition date, the firm received payment of $10,000
from the Debtor, plus $2,000 for filing fees and notice expenses.
The hourly rates of the firm's counsel and staff are as follows:
Partners $685
Associates $275 - $500
Kevin Nash, Esq., a member of Goldberg Weprin Finkel Goldstein,
disclosed in a court filing that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.
The firm can be reached through:
Kevin J. Nash, Esq.
Goldberg Weprin Finkel Goldstein, LLP
1501 Broadway, 22nd Floor
New York, NY 10036
Telephone: (212) 221-5700
Email: knash@gwfglaw.com
About Union Residence
Union Residence, LLC, owner of residential buildings in Brooklyn,
N.Y., filed a petition for Chapter 11 protection (Bankr. E.D.N.Y.
Case No. 22-40342) on Feb. 24, 2022, listing $6,758,667 in assets
and $14,536,870 in liabilities. Chaim Lefkowitz, manager, signed
the petition.
Judge Elizabeth S. Stong oversees the case.
Goldberg Weprin Finkel Goldstein, LLP serves as the Debtor's legal
counsel.
URBAN COMMONS: Seeks Approval to Hire LEA Accountancy
-----------------------------------------------------
Urban Commons Gramercy, LLC seeks approval from the U.S. Bankruptcy
Court for the Central District of California to hire LEA
Accountancy, LLP as its accountant.
The firm's services include:
a. reviewing the Debtor's prior accounting and tax records,
petition, schedules and other documents related to financial
transactions;
b. reviewing and analyzing the estate's financial transactions
to determine the appropriate treatment for tax purposes, including
capital gains calculations, consideration of tax attributes
inherited from the Debtor and other tax considerations;
c. assisting the Debtor in the preparation and filing of the
estate's Federal and California tax returns and related K-1's to
reflect the transactions of the estate and, if necessary, to file
any delinquent tax returns that may be required;
d. communicating with taxing authorities;
e. requesting the required tax clearance from the Internal
Revenue Service and estate taxing authorities for the estate's tax
returns;
f. preparing monthly operating reports, as needed;
g. analyzing and investigating avoidable transfers made by the
Debtor, including preferential and fraudulent transfers; and
h. performing any other financial analysis, investigation, and
general accounting services, and addressing any other tax matters,
which may be required by the Debtor to properly administer the
estate and maintain tax compliance.
The hourly rates charged by the firm for its services are as
follows:
Sam S. Leslie $485
Terry R. Fussell $385
Marianna Falco $335
Timothy D. Kincaid $335
Robert F. Bicher, III $215
Lori J. Ensley $215
Aaron Robson $205
Thomas G. Ballou $240
Sam Leslie, a certified public accountant employed with LEA,
disclosed in a court filing that the firm does not have any
interest adverse to the bankruptcy estate or its creditors.
The firm can be reached through:
Sam S. Leslie
3435 Wilshire Boulevard, Suite 990
Los Angeles, CA 90010
Phone: 213-368-5000
Fax: 213-368-5009
Email: sleslie@trusteeleslie.com
About Urban Commons Gramercy
Urban Commons Gramercy, LLC is a single asset real estate debtor
(as defined in 11 U.S.C. Section 101(51B)). It owns a fee simple
title to a property in Los Angeles, having a current value of
$13.50 million.
Urban Commons Gramercy filed its voluntary petition for relief
under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Calif. Case
No. 21-11234) on Feb. 16, 2021, listing $13,500,000 in assets and
$7,238,825 in liabilities. Howard Wu, authorized representative,
signed the petition.
Judge Ernest M. Robles oversees the case.
Lewis Brisbois Bisgaard & Smith, LLP and LEA Accountancy, LLP serve
as the Debtor's legal counsel and accountant, respectively.
VENCHUR INVESTMENTS: Unsecureds to Split $6K in Consensual Plan
---------------------------------------------------------------
Venchur Investments, LLC, filed with the U.S. Bankruptcy Court for
the Middle District of Florida a Plan of Reorganization dated April
11, 2022.
The Debtor is a limited liability company organized under the laws
of the State of Florida and authorized to transact business in
Florida since June 30, 2016. The Debtor operates a restaurant, bar,
and event space at 3231 Edgewater Drive, Orlando, Florida 32804.
Class 1 consists of the Secured Claim of Celtic Bank. This Claim is
secured by a lien on the Celtic Bank Collateral. The Class 1
Secured Claim is $13,159.12, and subject to all of Debtor's rights
under §506 of the Bankruptcy Code. This Class is Impaired. The
Reorganized Debtor shall make 60 equal monthly payments of
principal and interest of $245.33, which payment amount is
calculated based upon amortizing the amount of the Allowed Secured
Claim over a five-year period at Till Rate. This claim shall be
paid directly by the Debtor.
Class 2 consists of the Allowed Unsecured Claims against the
Debtor. This Class is Impaired.
* Consensual Plan Treatment: The liquidation value or amount
that unsecured creditors would receive in a hypothetical chapter 7
case is approximately $0.00. Accordingly, the Debtor proposes to
pay unsecured creditors a pro rata portion of $6,000.00. Payments
will be made in equal quarterly payments totaling $500.00. Payments
shall commence on the fifteenth day of the month, on the first
month that begins more than ninety days after the Effective Date
and shall continue quarterly for eleven additional quarters.
Pursuant to §1191, the value to be distributed to unsecured
creditors is greater than the Debtor's projected disposable income
to be received in the 3-year period beginning on the date that the
first payment is due under the plan.
* Nonconsensual Plan Treatment: The liquidation value or
amount that unsecured creditors would receive in a hypothetical
chapter 7 case is approximately $0.00. Accordingly, the Debtor
proposes to pay unsecured creditors a pro rata portion of its
Disposable Income. If the Debtor remains in possession, plan
payments shall include the Subchapter V Trustee's administrative
fee which will be billed hourly at the Subchapter V Trustee's then
current allowable blended rate, which shall not exceed the
Disposable Income. Plan Payments shall commence on the fifteenth
day of the month, on the first month that is ninety days after the
Effective Date and shall continue quarterly for eleven additional
quarters. The initial estimated quarterly payment shall be $0.00.
Class 3 consists of any and all membership interests and warrants
currently issued or authorized in the Debtor. This Class is
Unimpaired. Holders of a Class 3 interests shall retain their full
equity interest in the same amounts, percentages, manner and
structure as existed on the Petition Date.
The Plan contemplates that the Reorganized Debtor will continue to
operate the Debtor's business.
Except as explicitly set forth in this Plan, all cash in excess of
operating expenses generated from operation until the Effective
Date will be used for Plan Payments or Plan implementation, cash on
hand as of Confirmation shall be available for Administrative
Expenses.
A full-text copy of the Plan of Reorganization dated April 11,
2022, is available at https://bit.ly/3jDPFJl from PacerMonitor.com
at no charge.
Attorney for Debtor:
Jeffrey S. Ainsworth, Esquire
Fla. Bar No.: 060769
E-mail: jeff@bransonlaw.com
Jacob D. Flentke, Esquire, of Counsel
Florida Bar No.: 25482
E-mail: jacob@bransonlaw.com
BransonLaw, PLLC
1501 E. Concord Street
Orlando, Florida 32803
Telephone (407) 894-6834
Fax (407) 894-8559
About Venchur Investments
Venchur Investments, LLC, operates a restaurant, bar, and event
space at its principal location at premises located at 3231
Edgewater Drive, Orlando, Florida 32804.
Venchur Investments sought protection under Chapter 11 of the U.S.
Bankruptcy Code (Bankr. M.D. Fla. Case No. 6:22-bk-00539) on Feb.
15, 2022. In the petition signed by Pasquale Semeraro, managing
member, the Debtor estimated up to $50,000 in assets and up to
$500,000 in liabilities.
Jeffrey S. Ainsworth, Esq., at BransonLaw, PLLC, represents the
Debtor.
VIRGINIA TRUE: Property Sale Proceeds to Fund Plan
--------------------------------------------------
Virginia True Corporation filed with the U.S. Bankruptcy Court for
the Eastern District of New York an Amended Disclosure Statement in
connection with Chapter 11 Plan of Liquidation dated April 12,
2022.
The Debtor is a Virginia corporation formed on March 30, 2017 for
the purpose of acquiring and developing the Property. The Property
consists of approximately 964.11 acres of undeveloped land, in 3
separate, adjacent parcels (identified in the Richmond County tax
records as tax parcels 4-1, 4-2 and 5-30), commonly known as "Fones
Cliffs".
The Plan contemplates a sale of the Property owned by the Debtor to
the Successful Bidder at an Auction which will be conducted by an
Auctioneer in accordance with Bankruptcy Court-approved Bid
Procedures.
In furtherance thereof, the Debtor has entered into a proposed
Purchase and Sale Agreement with Fones Cliffs Development LLC (the
"Stalking Horse Bidder") pursuant to which, among other things, the
Stalking Horse Bidder has agreed to purchase the Property for the
sum of $4,200,000, subject to any higher or better offers made at
the Auction. The Stalking Horse Bidder's offer will serve as an
opening bid for the Property at the Auction.
After the Auction, a hearing to approve the sale of the Property to
the Successful Bidder (i.e., the bidder making the highest and best
offer for the Property at the Auction) will be held before the
Bankruptcy Court. The Net Sale Proceeds will be distributed to
creditors and other parties under the terms of the Plan and/or
pursuant to further Order(s) of the Bankruptcy Court. Confirmation
of the Plan is not a condition to consummation of the sale of the
Property.
Class 1 consists of DEQ Claim. In full satisfaction of the DEQ
Claim, the Debtor shall pay the DEQ the full amount of its
agreed-upon Claim in the amount of $200,000 in accordance with the
terms of the Consent Decree, the terms of which are incorporated in
the Plan by reference, on the Effective Date or as soon thereafter
as is reasonably practicable. The Debtor will continue to perform
its ongoing obligations under the Consent Decree post-Confirmation
in accordance with the terms and conditions of the Consent Decree.
Class 2 consists of Cipollone Claim. The Cipollone Claim is a
Disputed Claim and, thus, any distribution thereon shall be subject
to the provisions of Article 8 of the Plan with respect to Disputed
Claims. To the extent, if any, that the Cipollone Claim is
determined or deemed to be an Allowed Secured Claim, Anthony
Cipollone and Domenic Cipollone, jointly, will receive a
distribution of Cash in an amount equal to the Net Sale Proceeds,
if any, remaining after payment of all Statutory Fees,
Administrative Claims and the DEQ Claim up to the full amount of
their Allowed Secured Claim, with interest, if any, at the
applicable rate. To the extent, if any, that the Cipollone Claim is
determined or deemed to be an Allowed General Unsecured Claim
(including any deficiency claim with respect to any Allowed Secured
Claim), said Allowed General Unsecured Claim will be afforded
treatment as an Allowed Class 3 General Unsecured Claim under the
Plan.
Class 3 consists of General Unsecured Claims. Each holder of an
Allowed General Unsecured Claim will receive on account of such
claim its Pro Rata share, in Cash, of the Net Sale Proceeds, if
any, remaining after payment of all Statutory Fees, Administrative
Claims, Priority Tax Claims, the DEQ Claim and Secured Claims up to
the full amount of its Allowed General Unsecured Claim, with
interest at the applicable rate, if any, on the Effective Date or
as soon thereafter as is reasonably practicable. The allowed
unsecured claims total $7,500,000.
Class 4 consists of Interests. The Interests of Howard Kleinhendler
and Benito R. Fernandez shall be extinguished as of the Effective
Date. However, to the extent that any portion of the Net Sale
Proceeds remain after full payment of all Statutory Fees,
Administrative Claims, Priority Tax Claims, the DEQ Claim, Secured
Claims, and General Unsecured Claims, with interest at the
applicable rate, Howard Kleinhendler and Benito R. Fernandez shall
each receive one half (50%) of such amount.
Except as set forth elsewhere in the Plan, the distributions and
other payments provided for under the Plan shall be made by the
Disbursing Agent in accordance with the terms of this Plan from the
Net Sale Proceeds.
A full-text copy of the Amended Disclosure Statement dated April
12, 2022, is available at https://bit.ly/37g8ccl from
PacerMonitor.com at no charge.
Counsel to the Debtor:
Douglas J. Pick, Esq.
Pick & Zabicki LLP
369 Lexington Avenue, 12th Floor
New York, NY 10017
Tel: (212) 695-6000
Fax: (212) 695-6007
Email: dpick@picklaw.net
About Virginia True Corporation
Virginia True Corporation, a New York-based golf resort owner and
developer, sought protection under Chapter 11 of the Bankruptcy
Code (Bankr. E.D.N.Y. Case No. 19-42769) on May 3, 2019. At the
time of the filing, the Debtor disclosed between $10 million and
$50 million in both assets and liabilities.
Judge Nancy Hershey Lord oversees the case.
Pick & Zabicki LLP is the Debtor's legal counsel.
WINDSTREAM HOLDINGS: S&P Assigns 'B-' ICR, Outlook Stable
---------------------------------------------------------
S&P Global Ratings has assigned a 'B-' issuer credit rating and
stable outlook to U.S.-based telecommunications provider Windstream
Holdings II LLC, equal to its rating on Windstream Holdings Inc.
Windstream Holdings Inc. will cease to exist as a legal entity.
The stable outlook reflects that although secular industry declines
should contribute to lower earnings over the next couple of years,
Windstream's fiber-to-home (FTTH) network investments will help it
moderate revenue declines while maintaining its EBITDA margin in
the mid-30% area such that adjusted leverage remains below 5x.
Windstream's multiyear FTTH upgrade program is progressing well,
although global supply chain and labor constraints pose challenges.
Windstream built fiber to 492,000 homes in 2021 and now covers
about 1 million homes, or 21% of its footprint with FTTH, as of
Dec. 31, 2021. The company is on track to make fiber (or fixed
wireless technology) available to 30% of its footprint by the end
of 2022 and to over 50% of its addressable market by 2025
(representing more than 2 million additional homes in aggregate).
S&P said, "Despite a significant pullback from pandemic-induced
demand for broadband in 2020, we expect its broadband subscriber
growth to remain favorable relative to pre-pandemic levels because
of rising data usage in the home and expanded access to
Windstream's 1-gigabit offerings in many of its incumbent local
exchange carrier (ILEC) markets. We believe this will lead to
higher fiber penetration, in the low-20% area in 2022, compared to
17% in 2021, with opportunities to convert more customers to higher
speeds and further increase penetration over the next few years,
given its low market share." That said, global supply chain issues
and challenges securing materials and equipment remain a potential
headwind that could slow progress on builds and customer uptake.
Furthermore, the supply of fiber workers may not keep pace with the
scaling of fiber deployments across the U.S.
Windstream's leverage will rise this year due to lower regulatory
subsidies and continued sharp declines in enterprise revenue,
despite solid growth in its consumer business. S&P said, "We expect
an increase in S&P Global Ratings-adjusted leverage to the mid-4x
area in 2022 from 4.2x in 2021. Although Windstream's leverage
remains well below its pre-bankruptcy level of 6x, it is still
elevated due to ongoing topline pressures because of its exposure
to legacy services. We expect Windstream's revenue to decline 6%-8%
in 2022 because of lower sales from legacy services, including
multi-protocol label switching (MPLS), voice, and copper-based
broadband, and lost revenue from the roll-off of the Connect
America Fund Phase II (CAF-II) subsidies. Meanwhile, we expect
reported EBITDA to decline at a sharper rate of 8%-10% in 2022 due
to the loss of high-margin CAF-II revenue. Furthermore, we expect
modest increases in leverage over the next couple of years because
of earnings declines and limited free operating cash flow (FOCF)
due to high capital spending requirements."
Windstream will need to reduce costs in the enterprise segment to
offset steep revenue declines. S&P expects its enterprise revenue
to decline sharply in the 10%-12% range in 2022 due to declines in
legacy services, including MPLS. While Windstream has been
aggressive in its effort to convert customers from legacy services
to cloud-based networking solutions such as software-defined wide
area network (SD-WAN) and unified communications as a service
(UCaaS); which are more profitable to telecommunications providers
that lack their own facilities), the presence of long-term
contracts suggest it could take time to stabilize revenue, delaying
improvement in earnings. Revenue from cloud-based services
represented about one-third of enterprise service revenue in 2021,
compared with 26% in 2020. Windstream is also migrating its
competitive local exchange carrier time division multiplexing (CLEC
TDM) customers to newer technologies (i.e., broadband and Ethernet)
to reduce interconnection costs, which has helped mitigate the
impact of revenue declines on margins and cash flow. Windstream's
ability to grow EBITDA depends on growth trends from cloud-based
services and its success in reducing third-party network costs.
Committed funding from Uniti somewhat de-risks Windstream's FTTH
build plan. As part of its settlement with real estate investment
trust Uniti Group Inc., of which Windstream is the primary tenant,
Windstream is being reimbursed for up to $1.75 billion of network
upgrades in its ILEC and CLEC territories (subject to certain
underwriting standards and lease compliance). The reimbursements
reduce the total cash outflows to Uniti from Windstream by
partially offsetting the $650 million-plus annual rent paid to
Uniti and relieving higher levels of capital expenditures (capex)
required to upgrade its network. This improves Windstream's cash
flow profile and lessens the need for external capital to complete
its FTTH upgrades. As a result, in contrast to some of its peers,
such as Frontier and Consolidated, S&P does not expect Windstream
to require external funding for its buildout plan over the next few
years, giving the company more time to prove its strategy.
S&P said, "The stable outlook reflects that although secular
industry declines should contribute to lower earnings over the next
couple of years, Windstream's FTTH network investments will help it
moderate revenue declines while maintaining its EBITDA margin in
the mid-30% area such that adjusted leverage remains below 5x.
"We could lower the ratings if aggressive competition or execution
missteps constrain Windstream's ability to increase broadband
penetration or reverse weak operating trends in the enterprise
segment, such that EBITDA declines persist, FOCF turns negative,
and leverage increases, leading us to assess the capital structure
as unsustainable. We could also lower the rating if we believe the
company will face a near-term liquidity crisis.
"While unlikely within the next year or so, we could raise our
ratings on Windstream if it is able to profitably grow broadband
share in its markets while increasing EBITDA and improving FOCF. An
upgrade would require Windstream to sustain leverage below 4x. This
could occur longer term if the company successfully executes its
fiber expansion strategy."
ESG credit indicators: E-2 S-2 G-3
S&P said, "Governance factors are a moderately negative
consideration in our rating analysis on Windstream. In our view,
ineffective risk management and oversight contributed to the breach
of a bond indenture that ultimately forced the company into Chapter
11 bankruptcy in 2019. The management team is largely unchanged
since its emergence in 2020. As a result, we believe there is still
limited evidence and track record to determine whether all
governance deficiencies have been fully addressed."
[*] S&P Takes Various Actions on 35 Classes from 8 US RMBS Deals
----------------------------------------------------------------
S&P Global Ratings completed its review of 35 ratings from eight
U.S. RMBS transactions issued between 2003 and 2005. The review
yielded four upgrades, 27 affirmations, and four withdrawals.
A list of Affected Ratings can be viewed at:
https://bit.ly/37UsuYv
Analytical Considerations
S&P incorporates various considerations into its decisions to
raise, lower, or affirm ratings when reviewing the indicative
ratings suggested by its projected cash flows. These considerations
are based on transaction-specific performance and/or structural
characteristics and their potential effects on certain classes.
Some of these considerations may include:
-- Collateral performance or delinquency trends;
-- Increase in available credit support;
-- Expected duration;
-- Historical and/or outstanding missed interest payments/interest
shortfalls;
-- Small loan count; and
-- Payment priority.
Rating Actions
S&P said, "The rating changes reflect our opinion regarding the
associated transaction-specific collateral performance and/or
structural characteristics, and/or reflect the application of
specific criteria applicable to these classes.
"The rating affirmations reflect our opinion that our projected
credit support, collateral performance, and credit-related
reductions in interest on these classes has remained relatively
consistent with our prior projections.
"We withdrew our ratings on four classes from two transactions due
to the small number of loans remaining within the related group or
structure. Once a pool has declined to a de minimis amount, we
believe there is a high degree of credit instability that is
incompatible with any rating level. Additionally, we applied our
principal-only criteria, "Methodology For Surveilling U.S. RMBS
Principal-Only Strip Securities For Pre-2009 Originations,"
published Oct. 11, 2016, on class 2AP from JPMorgan Mortgage Trust
2004-S1, which resulted in a rating upgrade."
[^] BOND PRICING: For the Week from April 11 to 15, 2022
--------------------------------------------------------
Company Ticker Coupon Bid Price Maturity
------- ------ ------ --------- --------
AT&T Inc T 3.600 100.717 7/15/2025
AT&T Inc T 3.550 101.127 6/1/2024
Accelerate Diagnostics Inc AXDX 2.500 73.050 3/15/2023
American Express Co AXP 1.100 100.022 5/20/2022
Assabet Valley Bancorp AVBANC 5.500 91.264 8/1/2027
Assabet Valley Bancorp AVBANC 5.500 91.264 8/1/2027
BPZ Resources Inc BPZR 6.500 3.017 3/1/2049
Basic Energy Services Inc BASX 10.750 3.153 10/15/2023
Basic Energy Services Inc BASX 10.750 3.153 10/15/2023
Broadcom Inc AVGO 4.250 100.008 4/15/2026
Buffalo Thunder
Development Authority BUFLO 11.000 50.000 12/9/2022
CF Industries Inc CF 3.450 101.197 6/1/2023
Cleveland-Cliffs Inc CLF 9.875 111.125 10/17/2025
Cleveland-Cliffs Inc CLF 9.875 111.161 10/17/2025
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 19.789 8/15/2027
Diamond Sports Group
LLC / Diamond Sports
Finance Co DSPORT 6.625 20.266 8/15/2027
EnLink Midstream Partners ENLK 6.000 75.500 N/A
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 63.443 1/15/2023
Endo Finance LLC /
Endo Finco Inc ENDP 5.375 63.443 1/15/2023
Energy Conversion
Devices Inc ENER 3.000 7.875 6/15/2013
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.500 40.805 7/15/2026
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 66.250 7/15/2023
Exela Intermediate LLC /
Exela Finance Inc EXLINT 11.500 42.721 7/15/2026
Exela Intermediate LLC /
Exela Finance Inc EXLINT 10.000 65.554 7/15/2023
GNC Holdings Inc GNC 1.500 0.185 8/15/2020
GTT Communications Inc GTTN 7.875 10.000 12/31/2024
GTT Communications Inc GTTN 7.875 10.250 12/31/2024
General Electric Co GE 4.000 76.681 N/A
Goodman Networks Inc GOODNT 8.000 89.725 5/11/2022
Keurig Dr Pepper Inc KDP 4.057 100.692 5/25/2023
Lannett Co Inc LCI 4.500 28.728 10/1/2026
MAI Holdings Inc MAIHLD 9.500 30.000 6/1/2023
MAI Holdings Inc MAIHLD 9.500 30.000 6/1/2023
MAI Holdings Inc MAIHLD 9.500 30.000 6/1/2023
MBIA Insurance Corp MBI 12.304 11.793 1/15/2033
MBIA Insurance Corp MBI 12.304 11.793 1/15/2033
Macquarie Infrastructure
Holdings LLC MIC 2.000 94.865 10/1/2023
Morgan Stanley MS 1.800 80.506 8/27/2036
Nine Energy Service Inc NINE 8.750 62.413 11/1/2023
Nine Energy Service Inc NINE 8.750 61.656 11/1/2023
Nine Energy Service Inc NINE 8.750 60.463 11/1/2023
OMX Timber Finance
Investments II LLC OMX 5.540 0.758 1/29/2020
Plains All
American Pipeline LP PAA 6.125 84.620 N/A
Renco Metals Inc RENCO 11.500 24.875 7/1/2003
Revlon Consumer
Products Corp REV 6.250 37.795 8/1/2024
S&P Global Inc SPGI 4.000 103.177 6/15/2025
Sears Holdings Corp SHLD 6.625 1.593 10/15/2018
Sears Holdings Corp SHLD 6.625 2.517 10/15/2018
Sears Roebuck
Acceptance Corp SHLD 6.500 1.032 12/1/2028
Sears Roebuck
Acceptance Corp SHLD 7.000 1.119 6/1/2032
Sears Roebuck
Acceptance Corp SHLD 6.750 1.052 1/15/2028
Sears Roebuck
Acceptance Corp SHLD 7.500 0.857 10/15/2027
TPC Group Inc TPCG 10.500 38.213 8/1/2024
TPC Group Inc TPCG 10.500 38.985 8/1/2024
Talen Energy Supply LLC TLN 6.500 32.125 6/1/2025
Talen Energy Supply LLC TLN 10.500 33.109 1/15/2026
Talen Energy Supply LLC TLN 7.000 29.316 10/15/2027
Talen Energy Supply LLC TLN 9.500 73.977 7/15/2022
Talen Energy Supply LLC TLN 6.500 32.109 9/15/2024
Talen Energy Supply LLC TLN 10.500 33.204 1/15/2026
Talen Energy Supply LLC TLN 9.500 72.368 7/15/2022
Talen Energy Supply LLC TLN 6.500 32.109 9/15/2024
Talen Energy Supply LLC TLN 10.500 33.749 1/15/2026
Talos Petroleum LLC SGY 7.500 95.353 5/31/2022
TerraVia Holdings Inc TVIA 5.000 4.644 10/1/2019
Trousdale Issuer LLC TRSDLE 6.500 33.000 4/1/2025
Wolverine Escrow LLC WAIR 13.125 42.929 11/15/2027
*********
Monday's edition of the TCR delivers a list of indicative prices
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Troubled Company Reporter is a daily newsletter co-published
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